EXHIBIT 4.5

         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.

         SUBJECT TO THE  PROVISIONS OF SECTION 10 HEREOF,  THIS WARRANT SHALL BE
VOID AFTER 5:00 P.M.  EASTERN TIME ON [FIFTH  ANNIVERSARY  OF THE CLOSING  DATE]
(the "EXPIRATION DATE").

No. __________

                                 GOAMERICA, INC.

                      WARRANT TO PURCHASE _______ SHARES OF
                     COMMON STOCK, PAR VALUE $0.01 PER SHARE

         For VALUE RECEIVED, ____________________ ("Warrantholder"), is entitled
to purchase,  subject to the provisions of this Warrant, from GoAmerica, Inc., a
Delaware  corporation  ("Company"),  at any time and from time to time not later
than 5:00 P.M.,  Eastern time, on the Expiration Date (as defined above),  at an
exercise  price per share  equal to $0.15 (the  exercise  price in effect  being
herein  called the "Warrant  Price"),  ______ shares  ("Warrant  Shares") of the
Company's Common Stock, par value $0.01 per share ("Common  Stock").  The number
of Warrant  Shares  purchasable  upon  exercise of this  Warrant and the Warrant
Price shall be subject to adjustment from time to time as described herein.

         Section 1.  Registration.  The  Company  shall  maintain  books for the
transfer  and  registration  of the Warrant.  Upon the initial  issuance of this
Warrant,  the Company  shall issue and  register  the Warrant in the name of the
Warrantholder.

         Section  2.  Transfers.   As  provided  herein,  this  Warrant  may  be
transferred only pursuant to a registration statement filed under the Securities
Act of 1933,  as amended  (the  "Securities  Act"),  or an  exemption  from such
registration.  Subject to such  restrictions,  the Company  shall  transfer this
Warrant  from time to time upon the books to be  maintained  by the  Company for
that  purpose,   upon  surrender  thereof  for  transfer  properly  endorsed  or
accompanied by appropriate instructions for transfer and such other documents as
may be  reasonably  required  by the  Company,  including,  if  required  by the
Company,  an opinion of its counsel to the effect  that such  transfer is exempt
from the registration requirements of the Securities Act, to establish that such
transfer is being made in accordance  with the terms  hereof,  and a new Warrant
shall be issued to the transferee and the surrendered  Warrant shall be canceled
by the Company.


<PAGE>

         Section 3. Exercise of Warrant.  Subject to the provisions  hereof, the
Warrantholder may exercise this Warrant in whole or in part at any time prior to
its expiration upon surrender of the Warrant, together with delivery of the duly
executed  Warrant  exercise  form attached  hereto as Appendix A (the  "Exercise
Agreement") and payment by cash, certified check or wire transfer of funds to an
account  specified  by the Company from time to time for the  aggregate  Warrant
Price for that  number of Warrant  Shares then being  purchased,  to the Company
during  normal  business  hours on any business day at the  Company's  principal
executive  offices  (or such  other  office or agency of the  Company  as it may
designate by notice to the Warrantholder). The Warrant Shares so purchased shall
be deemed to be issued to the Warrantholder or such Warrantholder's designee, as
the record  owner of such  shares,  as of the close of  business  on the date on
which this Warrant shall have been  surrendered  (or evidence of loss,  theft or
destruction thereof and security or indemnity  satisfactory to the Company shall
have been received by the  Company),  the Warrant Price shall have been paid and
the completed  Exercise  Agreement shall have been delivered.  Warrant Shares so
purchased, representing the aggregate number of shares specified in the Exercise
Agreement,  shall be delivered to the  Warrantholder as promptly as practicable,
not  exceeding  three (3) business  days after this  Warrant  shall have been so
exercised  in the case of  electronic  delivery (if  permitted by the  Company's
transfer agent), or five (5) business days after this Warrant shall have been so
exercised  in the  case of  physical  delivery,  and,  in the  case of  physical
delivery,  shall  mail  the  certificate(s)  representing  such  shares  to  the
Warrantholder at the address specified by the Warrantholder. Any certificates so
delivered  shall  be  in  such   denominations   as  may  be  requested  by  the
Warrantholder and shall be registered in the name of such  Warrantholder or such
other name as shall be designated by such  Warrantholder.  If this Warrant shall
have been exercised  only in part,  then,  unless this Warrant has expired,  the
Company shall,  at its expense,  at the time of delivery of such Warrant Shares,
deliver to the  Warrantholder  a new Warrant  representing  the number of shares
with respect to which this Warrant shall not then have been  exercised.  As used
herein,  "business day" means a day,  other than a Saturday or Sunday,  on which
banks in New York City are open for the general  transaction  of business.  Each
exercise hereof shall constitute the  re-affirmation by the  Warrantholder  that
the  representations  and  warranties  contained  in  Section 5 of the  Purchase
Agreement (as defined below) are true and correct in all material  respects with
respect to the Warrantholder as of the time of such exercise.

         Section 4. Compliance  with the Securities Act of 1933.  Subject to the
provisions of the Purchase  Agreement (as defined below),  the Company may cause
the legend  set forth on the first page of this  Warrant to be set forth on each
Warrant or similar  legend on any security  issued or issuable  upon exercise of
this  Warrant,  unless  counsel for the Company is of the opinion as to any such
security that such legend is unnecessary.

         Section 5. Payment of Taxes. The Company will pay any documentary stamp
taxes  attributable to the initial  issuance of Warrant Shares issuable upon the
exercise  of the  Warrant;  provided,  however,  that the  Company  shall not be
required to pay any tax or taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificates for Warrant Shares in a
name other than that of the  Warrantholder  in respect of which such  shares are
issued,  and in such case, the Company shall not be required to issue or deliver
any  certificate  for Warrant Shares or any Warrant until the person  requesting
the same has paid to the  Company the amount of such tax or has  established  to
the  Company's  reasonable  satisfaction  that  such  tax  has  been  paid.  The


                                      -2-
<PAGE>

Warrantholder  shall be responsible for all taxes,  other than documentary stamp
or transfer taxes due under federal, state or other law, if any such tax is due.

         Section 6. Mutilated or Missing Warrants. In case this Warrant shall be
mutilated,  lost, stolen, or destroyed,  the Company shall issue in exchange and
substitution of and upon  cancellation of the mutilated  Warrant,  or in lieu of
and  substitution  for the Warrant lost,  stolen or destroyed,  a new Warrant of
like tenor and for the  purchase  of a like number of Warrant  Shares,  but only
upon receipt of evidence  reasonably  satisfactory  to the Company of such loss,
theft or  destruction  of the  Warrant,  and with  respect to a lost,  stolen or
destroyed  Warrant,  reasonable  indemnity  or bond  with  respect  thereto,  if
requested by the Company.

         Section 7. Reservation of Common Stock.  The Company hereby  represents
and  warrants  that  there  have been  reserved,  and the  Company  shall at all
applicable  times keep reserved until issued (if necessary) as  contemplated  by
this  Section 7, out of the  authorized  and  unissued  shares of Common  Stock,
sufficient  shares  to  provide  for the  exercise  of the  rights  of  purchase
represented  by this Warrant.  The Company agrees that all Warrant Shares issued
upon due  exercise  of the  Warrant  shall  be, at the time of  delivery  of the
certificates  for such Warrant Shares,  duly authorized,  validly issued,  fully
paid and non-assessable shares of Common Stock of the Company.

         Section 8. Adjustments.  Subject and pursuant to the provisions of this
Section  8, the  Warrant  Price and  number of  Warrant  Shares  subject to this
Warrant  shall  be  subject  to  adjustment  from  time  to  time  as set  forth
hereinafter.

                  (a) If the  Company  shall,  at any time or from  time to time
while this Warrant is outstanding,  pay a dividend or make a distribution on its
Common Stock in shares of Common  Stock,  subdivide  its  outstanding  shares of
Common Stock into a greater number of shares or combine its  outstanding  shares
of Common Stock into a smaller number of shares or issue by  reclassification of
its  outstanding  shares  of  Common  Stock  any  shares  of its  capital  stock
(including  any such  reclassification  in connection  with a  consolidation  or
merger in which the Company is the continuing  corporation),  then the number of
Warrant Shares purchasable upon exercise of the Warrant and the Warrant Price in
effect  immediately  prior to the date  upon  which  such  change  shall  become
effective, shall be adjusted by the Company so that the Warrantholder thereafter
exercising  the  Warrant  shall be  entitled  to receive the number of shares of
Common Stock or other capital stock which the Warrantholder  would have received
if the Warrant had been exercised  immediately  prior to such event upon payment
of a Warrant  Price that has been  adjusted to reflect a fair  allocation of the
economics of such event to the  Warrantholder.  Such  adjustments  shall be made
successively whenever any event listed above shall occur.

                  (b) If any  capital  reorganization,  reclassification  of the
capital  stock of the  Company,  consolidation  or  merger of the  Company  with
another corporation in which the Company is not the survivor,  or sale, transfer
or other  disposition  of all or  substantially  all of the Company's  assets to
another   corporation   shall  be  effected,   then,  as  a  condition  of  such
reorganization, reclassification, consolidation, merger, sale, transfer or other
disposition,   lawful  and  adequate   provision  shall  be  made  whereby  each
Warrantholder  shall  thereafter have the right to purchase and receive upon the
basis and upon the  terms and  conditions  herein  specified  and in lieu of the


                                      -3-
<PAGE>

Warrant Shares  immediately  theretofore  issuable upon exercise of the Warrant,
such  shares of stock,  securities  or assets  as would  have been  issuable  or
payable with  respect to or in exchange for a number of Warrant  Shares equal to
the number of Warrant Shares immediately  theretofore  issuable upon exercise of
the Warrant, had such reorganization,  reclassification,  consolidation, merger,
sale,  transfer  or other  disposition  not  taken  place,  and in any such case
appropriate  provision shall be made with respect to the rights and interests of
each  Warrantholder to the end that the provisions  hereof  (including,  without
limitation,  provision for adjustment of the Warrant Price) shall  thereafter be
applicable, as nearly equivalent as may be practicable in relation to any shares
of stock,  securities or assets thereafter deliverable upon the exercise hereof.
The Company shall not effect any such consolidation,  merger,  sale, transfer or
other  disposition  unless  prior to or  simultaneously  with  the  consummation
thereof the successor  corporation  (if other than the Company)  resulting  from
such  consolidation  or  merger,  or the  corporation  purchasing  or  otherwise
acquiring  such assets or other  appropriate  corporation or entity shall assume
the  obligation  to deliver to the  Warrantholder,  at the last  address of such
Warrantholder  appearing  on the  books of the  Company,  such  shares of stock,
securities  or assets as, in  accordance  with the  foregoing  provisions,  such
Warrantholder  may be entitled to purchase,  and to assume the other obligations
under this Warrant.  The provisions of this paragraph (b) shall  similarly apply
to  successive  reorganizations,  reclassifications,   consolidations,  mergers,
sales, transfers or other dispositions.

                  (c) In case  the  Company  shall  fix a  payment  date for the
making of a  distribution  to all holders of Common  Stock  (including  any such
distribution  made in  connection  with a  consolidation  or merger in which the
Company is the continuing  corporation)  of evidences of  indebtedness or assets
(other than cash  dividends or cash  distributions  payable out of  consolidated
earnings or earned surplus or dividends or distributions  referred to in Section
8(a)),  or  subscription  rights or warrants,  the Warrant Price to be in effect
after such payment date shall be determined by multiplying  the Warrant Price in
effect  immediately  prior to such payment date by a fraction,  the numerator of
which  shall be the total  number of shares  of Common  Stock  then  outstanding
multiplied  by the Market  Price (as  defined  below) per share of Common  Stock
immediately  prior  to such  payment  date,  less  the  fair  market  value  (as
determined by the Company's  Board of Directors in good faith) of said assets or
evidences of  indebtedness  so distributed,  or of such  subscription  rights or
warrants,  and the  denominator  of which shall be the total number of shares of
Common  Stock  outstanding  multiplied  by such Market Price per share of Common
Stock immediately prior to such payment date.  "Market Price" as of a particular
date (the "Valuation Date") shall mean the following: (a) if the Common Stock is
then listed on a national stock exchange, the closing sale price of one share of
Common  Stock on such  exchange on the last  trading day prior to the  Valuation
Date;  (b) if the Common Stock is then quoted on The Nasdaq Stock  Market,  Inc.
("Nasdaq"),  the National  Association of Securities Dealers,  Inc. OTC Bulletin
Board (the  "Bulletin  Board") or such  similar  exchange  or  association,  the
closing sale price of one share of Common Stock on Nasdaq, the Bulletin Board or
such  other  exchange  or  association  on the  last  trading  day  prior to the
Valuation  Date or, if no such closing sale price is  available,  the average of
the high bid and the low asked  price  quoted  thereon on the last  trading  day
prior to the Valuation  Date; or (c) if the Common Stock is not then listed on a
national  stock  exchange or quoted on Nasdaq,  the Bulletin Board or such other
exchange or  association,  the fair market value of one share of Common Stock as
of the  Valuation  Date,  shall be  determined  in good  faith  by the  Board of
Directors of the Company and the Warrantholder.  If the Common Stock is not then


                                      -4-
<PAGE>

listed on a national securities exchange or quoted on Nasdaq, the Bulletin Board
or such other  exchange or  association,  the Board of  Directors of the Company
shall respond promptly,  in writing, to an inquiry by the Warrantholder prior to
the exercise hereunder as to the fair market value of a share of Common Stock as
determined by the Board of Directors of the Company. In the event that the Board
of Directors of the Company and the  Warrantholder  are unable to agree upon the
fair  market  value in  respect of  subpart  (c)  hereof,  the  Company  and the
Warrantholder  shall jointly  select an appraiser,  who is  experienced  in such
matters.  The decision of such appraiser shall be final and conclusive,  and the
cost  of  such  appraiser  shall  be  borne  equally  by  the  Company  and  the
Warrantholder.  Such  adjustment  shall  be made  successively  whenever  such a
payment date is fixed.

                  (d) An adjustment to the Warrant Price shall become  effective
immediately  after the payment date in the case of each dividend or distribution
and  immediately  after the effective date of each other event which requires an
adjustment.

                  (e) In the  event  that,  as a result  of an  adjustment  made
pursuant to this Section 8, the  Warrantholder  shall become entitled to receive
any shares of capital  stock of the Company  other than shares of Common  Stock,
the number of such other  shares so  receivable  upon  exercise of this  Warrant
shall be subject  thereafter to adjustment  from time to time in a manner and on
terms as nearly  equivalent as practicable to the provisions with respect to the
Warrant Shares contained in this Warrant.

                  (f)  Except as  provided  in  subsection  (g)  hereof,  if and
whenever  the Company  shall  issue or sell,  or is, in  accordance  with any of
subsections  (f)(l) through  (f)(7)  hereof,  deemed to have issued or sold, any
shares of Common Stock for no  consideration  or for a  consideration  per share
less  than the  Warrant  Price in effect  immediately  prior to the time of such
issue  or  sale,  then  and  in  each  such  case  (a  "Trigger  Issuance")  the
then-existing  Warrant Price,  shall be reduced,  as of the close of business on
the effective date of the Trigger Issuance, to a price determined as follows:

                  Adjusted Warrant Price = (A x B) + D
                                           -----------
                                               A+C

                           where

                           "A"  equals  the  number of  shares  of Common  Stock
outstanding,  including  Additional  Shares of Common  Stock (as defined  below)
deemed to be issued hereunder, immediately preceding such Trigger Issuance;

                           "B" equals the  Warrant  Price in effect  immediately
preceding such Trigger Issuance;

                           "C" equals the number of Additional  Shares of Common
Stock issued or deemed issued hereunder as a result of the Trigger Issuance; and


                                      -5-
<PAGE>

                           "D"  equals  the  aggregate  consideration,  if  any,
received or deemed to be received by the Company upon such Trigger Issuance;

provided,  however, that in no event shall the Warrant Price after giving effect
to such Trigger  Issuance be greater  than the Warrant  Price in effect prior to
such Trigger Issuance.

                  For purposes of this  subsection  (f),  "Additional  Shares of
Common  Stock"  shall mean all shares of Common  Stock  issued by the Company or
deemed to be  issued  pursuant  to this  subsection  (f),  other  than  Excluded
Issuances (as defined in subsection (g) hereof).

                  For purposes of this subsection (f), the following subsections
(f)(l) to (f)(7) shall also be applicable:

                           (f)(1) Issuance of Rights or Options.  In case at any
                  time the Company  shall in any manner grant  (directly and not
                  by assumption in a merger or otherwise)  any warrants or other
                  rights to subscribe for or to purchase, or any options for the
                  purchase of, Common Stock or any stock or security convertible
                  into or exchangeable  for Common Stock (such warrants,  rights
                  or options  being called  "Options"  and such  convertible  or
                  exchangeable  stock or  securities  being called  "Convertible
                  Securities")  whether  or not  such  Options  or the  right to
                  convert  or  exchange  any  such  Convertible  Securities  are
                  immediately  exercisable,  and the  price  per share for which
                  Common Stock is issuable  upon the exercise of such Options or
                  upon the conversion or exchange of such Convertible Securities
                  (determined   by  dividing   (i)  the  sum  (which  sum  shall
                  constitute  the  applicable  consideration)  of (x) the  total
                  amount,  if any,  received  or  receivable  by the  Company as
                  consideration  for the granting of such Options,  plus (y) the
                  aggregate  amount of additional  consideration  payable to the
                  Company  upon the exercise of all such  Options,  plus (z), in
                  the  case  of  such  Options   which  relate  to   Convertible
                  Securities,  the aggregate amount of additional consideration,
                  if any,  payable  upon the  issue or sale of such  Convertible
                  Securities  and upon the  conversion or exchange  thereof,  by
                  (ii) the total  maximum  number  of  shares  of  Common  Stock
                  issuable  upon  the  exercise  of such  Options  or  upon  the
                  conversion  or  exchange  of all such  Convertible  Securities
                  issuable upon the exercise of such Options) shall be less than
                  the Warrant Price in effect  immediately  prior to the time of
                  the granting of such Options,  then the total number of shares
                  of Common Stock  issuable upon the exercise of such Options or
                  upon  conversion  or  exchange  of the  total  amount  of such
                  Convertible  Securities  issuable  upon the  exercise  of such
                  Options shall be deemed to have been issued for such price per
                  share  as of the  date  of  granting  of such  Options  or the
                  issuance of such  Convertible  Securities and thereafter shall
                  be deemed to be  outstanding  for  purposes of  adjusting  the
                  Warrant  Price.  Except as  otherwise  provided in  subsection
                  8(f)(3), no adjustment of the Warrant Price shall be made upon
                  the actual issue of such Common  Stock or of such  Convertible
                  Securities  upon  exercise of such  Options or upon the actual
                  issue of such Common Stock upon conversion or exchange of such
                  Convertible Securities.


                                      -6-
<PAGE>

                           (f)(2)  Issuance of Convertible  Securities.  In case
                  the Company  shall in any manner  issue  (directly  and not by
                  assumption in a merger or  otherwise) or sell any  Convertible
                  Securities,  whether or not the rights to  exchange or convert
                  any such Convertible  Securities are immediately  exercisable,
                  and the price per share  for which  Common  Stock is  issuable
                  upon such  conversion or exchange  (determined by dividing (i)
                  the  sum   (which   sum  shall   constitute   the   applicable
                  consideration)  of (x) the total amount received or receivable
                  by the Company as consideration  for the issue or sale of such
                  Convertible  Securities,  plus  (y) the  aggregate  amount  of
                  additional consideration,  if any, payable to the Company upon
                  the conversion or exchange  thereof,  by (ii) the total number
                  of shares of Common  Stock  issuable  upon the  conversion  or
                  exchange  of all such  Convertible  Securities)  shall be less
                  than the Warrant Price in effect immediately prior to the time
                  of such issue or sale, then the total maximum number of shares
                  of Common Stock  issuable  upon  conversion or exchange of all
                  such  Convertible  Securities  shall be  deemed  to have  been
                  issued for such price per share as of the date of the issue or
                  sale of such  Convertible  Securities and thereafter  shall be
                  deemed to be outstanding for purposes of adjusting the Warrant
                  Price,  provided  that (a)  except as  otherwise  provided  in
                  subsection  8(f)(3),  no adjustment of the Warrant Price shall
                  be made upon the actual  issuance  of such  Common  Stock upon
                  conversion or exchange of such Convertible  Securities and (b)
                  no further  adjustment  of the Warrant  Price shall be made by
                  reason of the  issue or sale of  Convertible  Securities  upon
                  exercise  of any  Options  to  purchase  any such  Convertible
                  Securities  for which  adjustments  of the Warrant  Price have
                  been made pursuant to the other provisions of subsection 8(f).

                           (f)(3)  Change in Option  Price or  Conversion  Rate.
                  Upon the happening of any of the following events,  namely, if
                  the purchase price  provided for in any Option  referred to in
                  subsection  8(f)(l) hereof, the additional  consideration,  if
                  any,   payable  upon  the   conversion   or  exchange  of  any
                  Convertible  Securities  referred to in subsections 8(f)(l) or
                  8(f)(2), or the rate at which Convertible  Securities referred
                  to in subsections  8(f)(l) or 8(f)(2) are convertible  into or
                  exchangeable  for  Common  Stock  shall  change  at  any  time
                  (including,  but not limited to, changes under or by reason of
                  provisions designed to protect against dilution),  the Warrant
                  Price in effect at the time of such event shall  forthwith  be
                  readjusted  to the  Warrant  Price  which  would  have been in
                  effect at such time had such Options or Convertible Securities
                  still  outstanding  provided for such changed  purchase price,
                  additional  consideration  or conversion rate, as the case may
                  be, at the time  initially  granted,  issued  or sold.  On the
                  termination  of any Option for which any  adjustment  was made
                  pursuant  to this  subsection  8(f) or any right to convert or
                  exchange  Convertible  Securities for which any adjustment was
                  made  pursuant  to this  subsection  8(f)  (including  without
                  limitation  upon the redemption or purchase for  consideration
                  of such  Convertible  Securities by the Company),  the Warrant
                  Price then in effect  hereunder  shall forthwith be changed to
                  the Warrant  Price which would have been in effect at the time
                  of such termination had such Option or Convertible Securities,
                  to  the   extent   outstanding   immediately   prior  to  such
                  termination, never been issued.


                                      -7-
<PAGE>

                           (f)(4) Stock Dividends.  Subject to the provisions of
                  this  Section  8(f),  in case  the  Company  shall  declare  a
                  dividend or make any other  distribution upon any stock of the
                  Company (other than the Common Stock) payable in Common Stock,
                  Options or  Convertible  Securities,  then any  Common  Stock,
                  Options  or  Convertible  Securities,  as  the  case  may  be,
                  issuable in payment of such dividend or distribution  shall be
                  deemed to have been issued or sold without consideration.

                           (f)(5) Consideration for Stock. In case any shares of
                  Common  Stock,  Options  or  Convertible  Securities  shall be
                  issued or sold for cash, the  consideration  received therefor
                  shall be deemed to be the net amount  received  by the Company
                  therefor,  after deduction  therefrom of any expenses incurred
                  or any underwriting commissions or concessions paid or allowed
                  by the Company in connection therewith.  In case any shares of
                  Common  Stock,  Options  or  Convertible  Securities  shall be
                  issued or sold for a consideration other than cash, the amount
                  of the  consideration  other than cash received by the Company
                  shall be deemed to be the fair value of such  consideration as
                  determined  in good  faith by the  Board of  Directors  of the
                  Company,  after  deduction  of any  expenses  incurred  or any
                  underwriting commissions or concessions paid or allowed by the
                  Company in connection therewith.  In case any Options shall be
                  issued  in  connection  with  the  issue  and  sale  of  other
                  securities of the Company,  together  comprising  one integral
                  transaction in which no specific consideration is allocated to
                  such Options by the parties  thereto,  such  Options  shall be
                  deemed  to  have  been  issued  for  such   consideration   as
                  determined  in good  faith by the  Board of  Directors  of the
                  Company.  If Common Stock,  Options or Convertible  Securities
                  shall be  issued or sold by the  Company  and,  in  connection
                  therewith,   other  Options  or  Convertible  Securities  (the
                  "Additional   Rights")  are  issued,  then  the  consideration
                  received  or deemed to be  received  by the  Company  shall be
                  reduced by the fair market value of the Additional  Rights (as
                  determined  using the  Black-Scholes  option  pricing model or
                  another  method  mutually  agreed  to by the  Company  and the
                  Warrantholder).  The Board of Directors  of the Company  shall
                  respond   promptly,   in   writing,   to  an  inquiry  by  the
                  Warrantholder  as to the fair market  value of the  Additional
                  Rights.  In the  event  that  the  Board of  Directors  of the
                  Company  and the  Warrantholder  are  unable to agree upon the
                  fair market value of the  Additional  Rights,  the Company and
                  the  Warrantholder  shall jointly select an appraiser,  who is
                  experienced  in such matters.  The decision of such  appraiser
                  shall be final and conclusive,  and the cost of such appraiser
                  shall be borne evenly by the Company and the Warrantholder.

                           (f)(6)  Record Date. In case the Company shall take a
                  record of the  holders of its Common  Stock for the purpose of
                  entitling them (i) to receive a dividend or other distribution
                  payable in Common Stock, Options or Convertible  Securities or
                  (ii) to subscribe  for or purchase  Common  Stock,  Options or
                  Convertible Securities,  then such record date shall be deemed
                  to be the date of the  issue or sale of the  shares  of Common
                  Stock deemed to have been issued or sold upon the  declaration
                  of such dividend or the making of such other  distribution  or
                  the date of the  granting  of such  right of  subscription  or
                  purchase, as the case may be.


                                      -8-
<PAGE>

                           (f)(7)  Treasury  Shares.  The  number  of  shares of
                  Common Stock  outstanding  at any given time shall not include
                  shares  owned or held by or for the  account of the Company or
                  any of its wholly-owned  subsidiaries,  and the disposition of
                  any such shares  (other than the  cancellation  or  retirement
                  thereof)  shall be considered an issue or sale of Common Stock
                  for the purpose of this subsection (f).

                           (f)(8) Nasdaq Limitation.  Notwithstanding  any other
                  provision in Section 8(f) to the  contrary,  if a reduction in
                  the Warrant Price  pursuant to Section 8(f) (other than as set
                  forth in this  clause  (f)(8))  would  require  the Company to
                  obtain stockholder  approval of the transactions  contemplated
                  by the Purchase Agreement (including the issuance of any Other
                  Shares (as defined in the Purchase  Agreement) and the payment
                  of any related brokerage fees) pursuant to Nasdaq  Marketplace
                  Rule  4350(i)  and  such  stockholder  approval  has not  been
                  obtained,  (i) the  Warrant  Price  shall  be  reduced  to the
                  maximum  extent  that would not require  stockholder  approval
                  under  such  Rule,   and  (ii)  the  Company   shall  use  its
                  commercially  reasonable  efforts to obtain  such  stockholder
                  approval   as  soon  as   reasonably   practicable   including
                  submitting  the Warrant  Price  adjustment  to approval by the
                  stockholders at the next meeting of stockholders.

                  (g)  Anything  herein  to the  contrary  notwithstanding,  the
Company shall not be required to make any adjustment of the Warrant Price in the
case of the issuance of (A) capital  stock,  Options or  Convertible  Securities
issued to  directors,  officers,  employees  or  consultants  of the  Company in
connection with their service as directors of the Company,  their  employment by
the Company or their  retention  as  consultants  by the Company  pursuant to an
equity compensation program approved by the Board of Directors of the Company or
the compensation  committee of the Board of Directors of the Company, (B) shares
of Common Stock issued upon the conversion or exercise of Options or Convertible
Securities  issued prior to the date hereof,  (C) securities  issued pursuant to
that certain  Purchase  Agreement dated December __, 2003, among the Company and
the Investors  named therein (the "Purchase  Agreement")  and securities  issued
upon the  exercise or  conversion  of those  securities,  (D) up to four million
shares of Common Stock,  including shares of Common Stock underlying  Options or
Convertible Securities,  issued to creditors receiving shares of Common Stock as
described in Schedule 4.3 to the Purchase  Agreement in full satisfaction of the
obligations  owed to such  creditors  by the  Company,  and (E) shares of Common
Stock  issued  or  issuable  by  reason  of a  dividend,  stock  split  or other
distribution  on shares  of Common  Stock  (but only to the  extent  that such a
dividend,  split or  distribution  results in an adjustment in the Warrant Price
pursuant  to the other  provisions  of this  Warrant)  (collectively,  "Excluded
Issuances").

                  (h) Upon any  adjustment  to the  Warrant  Price  pursuant  to
Section 8(f) above, the number of Warrant Shares purchasable  hereunder shall be
adjusted by multiplying such number by a fraction,  the numerator of which shall
be the Warrant  Price in effect  immediately  prior to such  adjustment  and the
denominator  of  which  shall  be  the  Warrant  Price  in  effect   immediately
thereafter.


                                      -9-
<PAGE>

         Section 9.  Fractional  Interest.  The Company shall not be required to
issue  fractions  of Warrant  Shares upon the exercise of this  Warrant.  If any
fractional  share of Common Stock would,  except for the provisions of the first
sentence of this Section 9, be deliverable upon such exercise,  the Company,  in
lieu  of  delivering  such  fractional  share,   shall  pay  to  the  exercising
Warrantholder  an amount in cash  equal to the Market  Price of such  fractional
share of Common Stock on the date of exercise.

         Section 10. Extension of Expiration Date. If the Company fails to cause
any Registration  Statement  covering  Registrable  Securities (unless otherwise
defined  herein,  capitalized  terms are as defined in the  Registration  Rights
Agreement relating to the Warrant Shares (the "Registration  Rights Agreement"))
to be declared effective prior to the applicable dates set forth therein,  or if
any of the events  specified  in Section  2(c)(ii)  of the  Registration  Rights
Agreement occurs, and the Blackout Period (whether alone, or in combination with
any  other  Blackout  Period)  continues  for more  than 60 days in any 12 month
period,  or for more than a total of 90 days,  then the Expiration  Date of this
Warrant  shall be  extended  one day for each day  beyond  the  60-day or 90-day
limits, as the case may be, that the Blackout Period continues.

         Section 11.  Benefits.  Nothing in this  Warrant  shall be construed to
give  any  person,   firm  or  corporation  (other  than  the  Company  and  the
Warrantholder)  any legal or equitable  right,  remedy or claim, it being agreed
that this Warrant shall be for the sole and exclusive benefit of the Company and
the Warrantholder.

         Section 12. Notices to  Warrantholder.  Upon the happening of any event
requiring an adjustment of the Warrant  Price,  the Company shall  promptly give
written  notice  thereof to the  Warrantholder  at the address  appearing in the
records of the  Company,  stating the  adjusted  Warrant  Price and the adjusted
number of  Warrant  Shares  resulting  from  such  event  and  setting  forth in
reasonable  detail  the  method of  calculation  and the facts  upon  which such
calculation is based.  Failure to give such notice to the  Warrantholder  or any
defect  therein  shall not  affect  the  legality  or  validity  of the  subject
adjustment.  In addition,  the Company shall promptly give written notice to the
Warrantholder  as specified  above in the event that the Company  determines  to
make a rights offering to its stockholders.

         Section 13.  Identity of Transfer  Agent.  The  Transfer  Agent for the
Common Stock is American Stock Transfer & Trust Company. Upon the appointment of
any  subsequent  transfer  agent  for the  Common  Stock or other  shares of the
Company's  capital  stock  issuable  upon the exercise of the rights of purchase
represented  by the  Warrant,  the  Company  will  mail to the  Warrantholder  a
statement setting forth the name and address of such transfer agent.

         Section 14. Notices.  Unless otherwise provided, any notice required or
permitted  under  this  Warrant  shall be given in  writing  and shall be deemed
effectively  given as hereinafter  described (i) if given by personal  delivery,
then such  notice  shall be deemed  given upon such  delivery,  (ii) if given by
telex or  facsimile,  then such  notice  shall be deemed  given upon  receipt of
confirmation of complete  transmittal,  (iii) if given by mail, then such notice
shall be deemed  given  upon the  earlier of (A)  receipt of such  notice by the
recipient  or (B) three days after such notice is deposited in first class mail,
postage prepaid,  and (iv) if given by an internationally  recognized  overnight
air  courier,  then such notice  shall be deemed  given one  business  day after


                                      -10-
<PAGE>

delivery to such carrier.  All notices shall be addressed as follows:  if to the
Warrantholder,  at its address as set forth in the  Company's  books and records
and, if to the Company,  at the address as follows,  or at such other address as
the  Warrantholder  or the Company may  designate by ten days'  advance  written
notice to the other:

                           If to the Company:

                                    GoAmerica, Inc.
                                    433 Hackensack Avenue
                                    Hackensack, New Jersey
                                    Attention:  Chief Executive Officer
                                    Fax:  (201) 996-1772

                           With a copy to:

                                    Hale and Dorr LLP
                                    650 College Road East
                                    Princeton, NJ 08540
                                    Attention:  Richard Mattessich, Esq.
                                    Fax:  (609) 750-7700

         Section 15. Registration Rights. The initial  Warrantholder is entitled
to the  benefit of certain  registration  rights  with  respect to the shares of
Common  Stock  issuable  upon the  exercise  of this  Warrant as provided in the
Registration Rights Agreement,  and any subsequent Warrantholder may be entitled
to such rights.

         Section 16.  Successors.  All the covenants and provisions hereof by or
for the benefit of the Warrantholder  shall bind and inure to the benefit of its
respective successors and assigns hereunder.

         Section 17. Governing Law; Consent to Jurisdiction.  This Warrant shall
be governed by, and construed in accordance with, the internal laws of the State
of New York,  without  reference to the choice of law  provisions  thereof.  The
Company and, by accepting  this Warrant,  the  Warrantholder,  each  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  Warrant  and the  transactions  contemplated
hereby.  Service  of  process  in  connection  with any  such  suit,  action  or
proceeding may be served on each party hereto  anywhere in the world by the same
methods  as are  specified  for the giving of notices  under this  Warrant.  The
Company and, by accepting  this Warrant,  the  Warrantholder,  each  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.  The  Company  and,  by
accepting this Warrant, the Warrantholder, each 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. EACH OF THE
COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT


                                      -11-
<PAGE>

TO REQUEST A TRIAL BY JURY IN ANY  LITIGATION  WITH  RESPECT TO THIS WARRANT AND
REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

         Section  18.  Call  Provision.   Notwithstanding  any  other  provision
contained herein to the contrary, in the event that the last reported sale price
of a share of Common  Stock as traded on the Nasdaq (or such other  exchange  or
stock market on which the Common  Stock may then be listed or quoted)  equals or
exceeds $0.60 (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)  for  five  (5)  consecutive  trading  days
commencing  after the  Registration  Statement  (as defined in the  Registration
Rights  Agreement) has been declared  effective,  the Company,  upon thirty (30)
days prior  written  notice (the  "Notice  Period")  given to the  Warrantholder
within  three  business  days  immediately  following  the end of such  five (5)
trading day period,  may demand that the  Warrantholder  exercise  its  exercise
rights hereunder, and the Warrantholder must exercise its rights hereunder prior
to the end of the Notice  Period;  provided that (i) the Company  simultaneously
gives a similar notice to all holders of Company Warrants (as defined below) and
(ii) all of the  shares  of  Common  Stock  issuable  hereunder  either  (A) are
registered  pursuant to an effective  Registration  Statement (as defined in the
Registration  Rights  Agreement)  which has not been  suspended and for which no
stop order is in effect, and pursuant to which the Warrantholder is able to sell
such  shares of Common  Stock at all times  during the  Notice  Period or (B) no
longer constitute  Registrable Securities (as defined in the Registration Rights
Agreement).  If such exercise is not made or if only a partial exercise is made,
any and all  rights  to  further  exercise  the  Warrant  shall  cease  upon the
expiration of the Notice Period. Notwithstanding any such notice by the Company,
the Warrantholder shall have the right to exercise this Warrant prior to the end
of the Notice Period.

         Section  19. No Rights as  Stockholder.  Prior to the  exercise of this
Warrant,  the  Warrantholder  shall  not  have  or  exercise  any  rights  as  a
stockholder of the Company by virtue of its ownership of this Warrant.

         Section  20.  Amendment;  Waiver.  This  Warrant  is one of a series of
Warrants of like tenor issued by the Company pursuant to the Purchase  Agreement
and  initially  covering  an  aggregate  of  1,353,333  shares of  Common  Stock
(collectively,  the "Company Warrants"). Any term of this Warrant may be amended
or waived  (including  the adjustment  provisions  included in Section 8 of this
Warrant)  upon the  written  consent of the  Company  and the holders of Company
Warrants  representing at least 50% of the number of shares of Common Stock then
subject to all outstanding Company Warrants (the "Majority Holders");  provided,
that (x) any such  amendment or waiver must apply to all Company  Warrants;  and
(y) the number of Warrant Shares subject to this Warrant,  the Warrant Price and
the Expiration  Date may not be amended,  and the right to exercise this Warrant
may not be altered or waived,  without the written consent of the Warrantholder.
The foregoing notwithstanding,  no amendment shall be made to this Warrant which
affects any particular holder of Company Warrants in a manner different than any
other  holder of Company  Warrants  without  the prior  written  consent of such
holder of Company Warrants.


                                      -12-
<PAGE>

         [Section 21.  Limitation on Exercise.  The Company shall not effect the
exercise of this  Warrant,  and no Person (as defined  below) who is a holder of
this Warrant shall have the right to exercise  this Warrant,  to the extent that
after giving effect to such exercise,  such Person  (together with such Person's
affiliates)  would  beneficially  own in  excess  of 4.99% of the  shares of the
Common Stock outstanding  immediately after giving effect to such exercise.  For
purposes of the foregoing  sentence,  the  aggregate  number of shares of Common
Stock  beneficially  owned by such Person and its  affiliates  shall include the
number of shares of Common  Stock  issuable  upon  exercise of this Warrant with
respect to which the  determination  of such  sentence is being made,  but shall
exclude  shares of Common Stock which would be issuable upon (i) exercise of the
remaining, unexercised portion of this Warrant beneficially owned by such Person
and its  affiliates  and (ii)  exercise  or  conversion  of the  unexercised  or
unconverted portion of any other securities of the Company beneficially owned by
such Person and its affiliates (including,  without limitation,  any debentures,
convertible  notes or  convertible  preferred  stock or  warrants)  subject to a
limitation  on  conversion  or exercise  analogous to the  limitation  contained
herein.  Except as set forth in the  preceding  sentence,  for  purposes of this
paragraph,  beneficial  ownership shall be calculated in accordance with Section
13(d) of the Securities  Exchange Act of 1934, as amended.  For purposes of this
Warrant,  in  determining  the number of  outstanding  shares of Common Stock, a
holder may rely on the number of outstanding shares of Common Stock as reflected
in (1) the  Company's  most recent Form 10-Q,  Form 10-K or other public  filing
with the  Securities  and  Exchange  Commission,  as the case may be, (2) a more
recent public announcement by the Company or (3) any other notice by the Company
or its  Transfer  Agent  setting  forth the  number  of  shares of Common  Stock
outstanding. For any reason at any time, upon the written or oral request of the
holder of this  Warrant,  the Company  shall  within two  Business  Days confirm
orally  and in writing  to the  holder of this  Warrant  the number of shares of
Common Stock then outstanding.  In any case, the number of outstanding shares of
Common  Stock shall be  determined  after  giving  effect to the  conversion  or
exercise of securities of the Company,  including the Company  Warrants,  by the
holder of this Warrant and its affiliates since the date as of which such number
of outstanding  shares of Common Stock was reported.][to be included only upon a
particular Investor's request]

         Section 22. Section Headings.  The section headings in this Warrant are
for the  convenience of the Company and the  Warrantholder  and in no way alter,
modify, amend, limit or restrict the provisions hereof.


                                      -13-
<PAGE>

         IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be duly
executed, as of the 19th day of December, 2003.

                                    GOAMERICA, INC.



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


                                      -14-
<PAGE>

                                   APPENDIX A
                                 GOAMERICA, INC.
                              WARRANT EXERCISE FORM

To GoAmerica, Inc.:

         The  undersigned  hereby  irrevocably  elects to exercise  the right of
purchase  represented  by the within  Warrant  ("Warrant")  for, and to purchase
thereunder  by the payment of the Warrant  Price and  surrender  of the Warrant,
_______________  shares of Common Stock ("Warrant Shares") provided for therein,
and requests that certificates for the Warrant Shares be issued as follows:

                           -------------------------------
                           Name
                           --------------------------------
                           Address
                           --------------------------------

                           --------------------------------
                           Federal Tax ID or Social Security No.

         and   delivered  by      (certified mail to the above  address, or
(electronically (provide DWAC Instructions:___________________),
or
                                  (other (specify): __________________________).

and,  if the  number  of  Warrant  Shares  shall not be all the  Warrant  Shares
purchasable upon exercise of the Warrant,  that a new Warrant for the balance of
the Warrant  Shares  purchasable  upon exercise of this Warrant be registered in
the name of the undersigned Warrantholder or the undersigned's Assignee as below
indicated and delivered to the address stated below.


Dated: ___________________, ____

Note:  The signature must correspond with        Signature:
the name of the Warrantholder as written                   ---------------------
on the first page of the Warrant in every
particular, without alteration or enlargement    -------------------------------
or any change whatever, unless the Warrant       Name (please print)
has been assigned.                               ------------------------------
                                                 ------------------------------
                                                 Address
                                                 ------------------------------
                                                 Federal Identification or
                                                 Social Security No.

                                                 Assignee:
                                                 -------------------------------

                                                 -------------------------------

                                                 -------------------------------

                                      -15-