EXHIBIT 4.3

                                ESCROW AGREEMENT

         ESCROW  AGREEMENT made as of December 19, 2003 by and among  GoAmerica,
Inc., a Delaware  corporation  (the  "Issuer"),  Sunrise  Securities  Corp. (the
"Placement  Agent")  and Pedley  Zeilke  Gordinier  & Pence,  PLLC (the  "Escrow
Agent").

                                   WITNESSETH:

         WHEREAS,  the Issuer  proposes to sell certain  notes and shares of its
common  stock  (collectively,  the  "Securities"),  pursuant  to the  terms of a
securities purchase agreement (the "Securities Purchase Agreement") by and among
the Issuer and the investors  identified  therein (the "Investors") in a private
offering  to  accredited   investors  (the  "Offering")  as  described  in  such
Securities Purchase Agreement;

         WHEREAS,  the aggregate proceeds anticipated to be raised in connection
with the investment is up to a maximum amount of approximately $14,500,000;

         WHEREAS,  the Issuer and the  Placement  Agent  propose to establish an
escrow account (the "Escrow Account"),  to which  subscription  monies which are
received by the Escrow Agent from the Placement Agent or directly from Investors
in connection  with this private  offering of the Securities are to be credited,
and the Escrow Agent is willing to establish the Escrow Account on the terms and
subject to the conditions hereinafter set forth; and

         WHEREAS,  the Escrow Agent has an  agreement  with U.S.  Bank,  N.A. to
establish a special, segregated bank account into which the subscription monies,
which are received by the Escrow Agent from the Placement Agent or directly from
Investors and credited to the Escrow Account, are to be deposited and disbursed;

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
herein contained, the parties hereto hereby agree as follows:

         1.0 Terms.  Each capitalized term not otherwise  defined in this Escrow
Agreement  shall  have the  meaning  set forth  for such term in the  Securities
Purchase Agreement.

         2.0 Establishment of the Bank Account.

                  2.1 The Escrow  Agent shall  establish  a special,  segregated
interest-bearing  bank account at the branch of U.S. Bank, N.A.  selected by the
Escrow  Agent (the "Bank  Account").  The purpose of the Bank Account is for (a)
the deposit of certain  subscription  monies  (checks,  cash or wire  transfers)
which are received by the  Placement  Agent from  Investors and are delivered by
the Placement  Agent to the Escrow Agent,  (b) the holding of certain amounts of
subscription monies which are collected through the banking system directly from
Investors, and (c) the disbursement of collected funds, all as described herein.
On or before the date of the  initial  deposit in the Bank  Account  pursuant to
this Escrow  Agreement,  the  Placement  Agent shall  notify the Escrow Agent in
writing of the date of the commencement of the Offering (the "Effective  Date"),

<PAGE>

and the Escrow  Agent  shall not be required to accept any amounts for credit to
the Escrow  Account or for deposit in the Bank  Account  prior to its receipt of
such notification.

         2.2 The  offering  period (the  "Offering  Period")  shall be deemed to
commence on the date hereof and shall  continue  until the Closing Date or until
the  obligation to effect the Closing is  terminated in accordance  with Section
6.3 of the Securities Purchase Agreement. The last day of the Offering Period is
referred to herein as the "Termination Date."

         3.0 Deposits to the Bank Account.

                  3.1 The Placement  Agent shall promptly  deliver to the Escrow
Agent all monies  which it  receives  from  Investors  that are  required  to be
deposited into an escrow in accordance with the Securities  Purchase  Agreement,
which monies shall be in the form of checks,  cash, or wire transfers.  Upon the
Escrow  Agent's  receipt of such  monies,  they shall be  credited to the Escrow
Account.  All checks  delivered  to the Escrow  Agent  shall be made  payable to
"Pedley Zeilke et al., Escrow Agent for GoAmerica, Inc." Any check payable other
than to the Escrow Agent as required  hereby shall be returned to the  Investor,
or if the  Escrow  Agent  has  insufficient  information  to do so,  then to the
Placement Agent (together with any Subscription  Information,  as defined below,
or  other  documents  delivered  therewith)  by noon of the  next  business  day
following  receipt of such check by the Escrow  Agent,  and such check  shall be
deemed not to have been  delivered to the Escrow Agent  pursuant to the terms of
this Escrow  Agreement.  All wire  transfers  of funds  delivered  to the Escrow
Account shall be sent as follows:

                  Bank Name:              U.S. Bank, N.A.
                  ABA No.:                042000013
                  For credit to account 112950027
                  For further credit to account 150006965200

                  Bank Address:     One Financial Square
                                    Louisville, KY 40202
                                    Attn:  Robin Whitlow, Private Client Group
                                    Phone   (502) 562-6378
                                    Fax:    (502) 562-6371

                  Reference:        Pedley, Zielke et al, Escrow Agent for
                                    GoAmerica, Inc.

                  3.2  Promptly  (and in any  event  prior  to noon on the  next
business day) after receiving subscription monies as described herein the Escrow
Agent  shall  deposit  the same  into the Bank  Account.  Amounts  of  monies so
deposited  are  hereinafter  referred to as "Escrow  Amounts".  The Escrow Agent
shall cause U.S. Bank, N.A. to process all Escrow Amounts for collection through
the banking system. As soon as practicable  following each deposit to the Escrow
Account,  the  Placement  Agent (or the Issuer,  if such  deposit is made by the
Issuer)  shall  provide the Escrow Agent with a copy of the  executed  signature
page of the Securities Purchase Agreement,  which shall set forth in writing the
name and  address  of the  Investor  and the  aggregate  dollar  amount  of such
subscription (collectively,  the "Subscription  Information").  The Escrow Agent
shall not be required to accept for credit to the Escrow  Account or for deposit


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into the Bank  Account  checks  which  are not  accompanied  by the  appropriate
Subscription  Information.  Wire  transfers  and cash  representing  payments by
Investors  shall not be deemed  deposited in the Escrow Account until the Escrow
Agent has received in writing the Subscription  Information with respect to such
payments.

                  3.3 The Escrow  Agent  shall not be  required to accept in the
Escrow Account any amounts representing payments by Investors, whether by check,
cash or wire,  except during the Escrow Agent's regular  business  hours.  Those
Escrow  Amounts  which have been  deposited  in the Bank  Account and which have
cleared the banking  system and have been  collected  by the Escrow  Agent,  are
herein  referred to as the  "Fund." If the  Offering  is  terminated  before the
Termination Date, the Escrow Agent shall refund any portion of the Fund prior to
disbursement of the Fund in accordance  with Article 4 hereof upon  instructions
in writing signed by both the Issuer and the Placement Agent.

         4.0 Disbursement from the Bank Account.

                  4.1  If  by  the  close  of  regular   banking  hours  on  the
Termination Date the Escrow Agent has not received written  instructions  signed
by both the Issuer and the Placement  Agent then the Escrow Agent shall promptly
refund to each Investor the amount of payment  received from such Investor which
is then held in the Fund or which  thereafter  clears the banking  system,  with
interest thereon,  by drawing checks on the Bank Account for the amounts of such
payments and transmitting them to the Investors. In such event, the Escrow Agent
shall promptly notify the Issuer and the Placement Agent of its  distribution of
the Fund.

                  4.2 If at any time up to the close of regular banking hours on
the Termination Date the Escrow Agent shall have received  written  instructions
signed by both the Issuer  and the  Placement  Agent with  respect to either the
Closing of the sale of the Notes and Warrants as  contemplated by Section 3.1 of
the Securities  Purchase  Agreement (the "Notes  Closing") or the Closing of the
sale of the Shares as  contemplated  by Section 3.1 of the  Securities  Purchase
Agreement (the "Shares Closing"),  then the Escrow Agent shall promptly disburse
all or a portion of the Fund in accordance  with such  instructions,  subject to
the following provisions of this Section 4.0.

                  4.3  With   respect  to  the  Notes   Closing,   the   written
instructions  signed by both the Issuer and the Placement Agent and delivered in
accordance  with the above shall  include,  but not be limited to,  instructions
with respect to the  following:  (i) the Escrow Agent shall wire  transfer  such
amount of immediately  available funds to the Issuer's  account as is designated
in a writing to the Escrow Agent; (ii) the Escrow Agent shall receive its entire
fee for acting as Escrow Agent  pursuant to Section 8.0 hereof to the extent not
then paid in full,  together  with  reimbursement  of any  expenses  incurred by
Escrow Agent through such date, to the extent not previously reimbursed, and any
other  fees and  expenses  payable to it  pursuant  to the  Securities  Purchase
Agreement  which are then due but unpaid;  provided  that the  aggregate  amount
payable to Escrow Agent at the Notes Closing  (whether in its capacity as Escrow
Agent or attorney to Placement  Agent) shall not exceed $25,000 (with any unpaid
balance being paid at the Shares Closing,  below);  (iii) the Escrow Agent shall
wire  transfer  such  amount of  immediately  available  funds to the  Placement
Agent's  account as is  designated in a writing to the Escrow Agent and (iv) the


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Escrow Agent shall pay (by wire  transfer or check,  as  applicable)  such other
amounts as specified in writing to Escrow Agent.

                  4.4  With   respect  to  the  Shares   Closing,   the  written
instructions  signed by both the Issuer and the Placement Agent and delivered in
accordance  with the above shall  include,  but not be limited to,  instructions
with  respect to the  following:  (i) the Escrow  Agent  shall wire  transfer in
immediately  available funds any remaining  amount contained in the Fund, net of
any amounts identified in the instructions;  (ii) the Escrow Agent shall pay (by
wire  transfer or check,  as  applicable)  such other  amounts as  specified  in
writing to Escrow Agent; (iii) the Escrow Agent shall receive any unpaid portion
of its fee for acting as Escrow Agent  pursuant to Section 8.0 hereof,  together
with reimbursement of any expenses incurred by Escrow Agent through such date to
the extent not previously  reimbursed  plus payment of any  additional  fees and
expenses  payable to it in  connection  with its  services as legal  counsel for
Placement  Agent in connection  with the Securities  Purchase  Agreement and the
transactions  contemplated  thereby;  and (iv) any interest which has accrued on
the  Investors'  respective  Escrow  Amounts (net of fees and expenses of Escrow
Agent hereunder as contemplated above) shall be sent to the Investors.

                  4.5 Upon  disbursement  of the Fund  pursuant  to the terms of
this Section 4.0, the Escrow Agent shall be relieved of further  obligations and
released from all liability under this Escrow Agreement.  It is expressly agreed
and understood  that in no event shall the aggregate  amount of payments made by
the Escrow Agent exceed the amount of the Fund.

         5.0  Rights,  Duties  and  Responsibilities  of  Escrow  Agent.  It  is
understood and agreed that the duties of the Escrow Agent are purely ministerial
in nature, and that:

                  5.1 The Escrow Agent shall notify the  Placement  Agent,  on a
daily basis, of the Escrow Amounts which have been deposited in the Bank Account
and of the amounts, constituting the Fund, which have cleared the banking system
and have been  collected  by the Escrow  Agent.  In  addition,  the Escrow Agent
shall,  from time to time,  upon written  request  therefor  from any  Investor,
notify such  requesting  Investor  within one business day following  receipt of
such  request,  of the  Escrow  Amounts  which have been  deposited  in the Bank
Account by such requesting  Investor,  which have cleared the banking system and
have  been  collected  by the  Escrow  Agent.  The  Escrow  Agent  shall  not be
responsible  for or be required to enforce any of the terms or conditions of the
Securities Purchase Agreement or any other agreement between the Placement Agent
and the Issuer nor shall the Escrow Agent be responsible  for the performance by
the Placement  Agent or the Issuer of their  respective  obligations  under this
Escrow Agreement.

                  5.2 The Escrow  Agent shall not be required to accept from the
Placement  Agent (or the  Issuer) any  Subscription  Information  pertaining  to
Investors unless such Subscription Information is accompanied by checks, cash or
wire  transfers  meeting the  requirements  of Section 3.1, nor shall the Escrow
Agent be required to keep  records of any  information  with respect to payments
deposited by the  Placement  Agent or any Investor (or the Issuer)  except as to
the  amount of such  payments;  however,  the  Escrow  Agent  shall  notify  the
Placement Agent within a reasonable  time of any discrepancy  between the amount
set  forth  on a  schedule  (the  "Schedule")  provided  by the  Issuer  and the
Placement  Agent which sets forth,  for each  Investor,  the dollar  amount such


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<PAGE>

Investor wishes to invest in the Closing Closing and the amount delivered to the
Escrow Agent by such  Investor.  Such amount need not be accepted for deposit in
the Escrow Account until such discrepancy has been resolved.

                  5.3 The Escrow Agent shall be under no duty or  responsibility
to enforce collection of any check delivered to it hereunder.  The Escrow Agent,
within a reasonable  time,  shall return to the Placement Agent or Investor,  as
the case may be,  any check  received  which is  dishonored,  together  with the
Subscription Information, if any, which accompanied such check.

                  5.4 The  Escrow  Agent  shall  be  entitled  to rely  upon the
accuracy,  act in reliance upon the contents,  and assume the genuineness of any
notice, instruction,  certificate, signature, instrument or other document which
is given to the Escrow  Agent  pursuant  to this  Escrow  Agreement  without the
necessity  of the Escrow  Agent  verifying  the truth or accuracy  thereof.  The
Escrow  Agent shall not be  obligated  to make any inquiry as to the  authority,
capacity, existence or identity of any person purporting to give any such notice
or  instructions  or to  execute  any  such  certificate,  instrument  or  other
document.

                  5.5 If the Escrow  Agent is  uncertain as its duties or rights
hereunder or shall receive  instructions  with respect to the Bank Account,  the
Escrow  Amounts or the Fund which,  in its sole  determination,  are in conflict
either  with other  instructions  received by it or with any  provision  of this
Escrow Agreement,  it shall be entitled to hold the Escrow Amounts, the Fund, or
a  portion  thereof,  in  the  Bank  Account  pending  the  resolution  of  such
uncertainty  to the Escrow  Agent's sole  satisfaction,  by final  judgment of a
court or courts of competent jurisdiction or otherwise;  or the Escrow Agent, at
its sole  option,  may  deposit  the Fund (and any  other  Escrow  Amounts  that
thereafter  become  part of the  Fund)  with the  clerk of a court of  competent
jurisdiction  in a proceeding to which all parties in interest are joined.  Upon
the  deposit  by the Escrow  Agent of the Fund with the clerk of any court,  the
Escrow Agent shall be relieved of all further  obligations and released from all
liability  hereunder.  The Escrow Agent shall not be liable for any action taken
or omitted hereunder,  or for the misconduct of any employee,  agent or attorney
appointed by it,  except in the case of willful  misconduct,  gross  negligence,
reckless  conduct or bad faith.  The Escrow  Agent  shall be entitled to consult
with counsel of its own  choosing and shall not be liable for any action  taken,
suffered or omitted by it in accordance with the advice of such counsel.

                  5.6 The Escrow Agent shall have no  responsibility at any time
to ascertain  whether or not any security interest exists in the Escrow Amounts,
the Fund or any  part  thereof  or to file any  financing  statement  under  the
Uniform Commercial Code with respect to the Fund or any part thereof.

         6.0  Amendment;  Resignation.  This Escrow  Agreement may be altered or
amended only with the written consent of the Issuer, the Placement Agent and the
Escrow Agent.  The Escrow Agent may resign for any reason upon ten (10) business
days' written notice to the Issuer and the Placement Agent.  After giving notice
of its  resignation,  the Escrow Agent shall hold the Escrow  Amounts until they
clear  the  banking  system  and the Fund for a period of not more than five (5)
business days  following the effective date of such  resignation,  at which time
(a) if a successor  escrow agent shall have been  appointed  and written  notice
thereof  (including the name and address of such  successor  escrow agent) shall


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<PAGE>

have been given to the resigning Escrow Agent by the Issuer, the Placement Agent
and such successor escrow agent,  then the resigning Escrow Agent shall pay over
to the successor escrow agent the Fund, less any portion thereof previously paid
out in accordance  with this Escrow  Agreement;  or (b) if the resigning  Escrow
Agent shall not have received written notice signed by the Issuer, the Placement
Agent and a  successor  escrow  agent,  then the  resigning  Escrow  Agent shall
promptly  refund  the  amount  in the Fund to each  Investor,  without  interest
thereon or deduction  therefrom,  and the resigning  Escrow Agent shall promptly
notify the  Issuer and the  Placement  Agent in writing of its  liquidation  and
distribution of the Fund;  whereupon,  in either case, the Escrow Agent shall be
relieved of all further  obligations  and released from all liability under this
Escrow  Agreement.  Without  limiting the provisions of Section 8.0 hereof,  the
resigning  Escrow Agent shall be entitled to be reimbursed by the Issuer and the
Placement Agent for any expenses  incurred in connection  with its  resignation,
transfer of the Fund to a successor  escrow  agent or  distribution  of the Fund
pursuant to this Section 6.0.

         7.0 Representations and Warranties.  The Issuer and the Placement Agent
hereby severally represent and warrant to the Escrow Agent that:

                  7.1 No party other than the parties  hereto and the  Investors
have, or shall have, any lien, claim or security  interest in the Escrow Amounts
or the Fund or any part thereof.

                  7.2 No financing  statement under the Uniform  Commercial Code
is on file in any  jurisdiction  claiming a security  interest in or  describing
(whether  specifically  or generally) the Escrow Amounts or the Fund or any part
thereof.  The Subscription  Information  shall, at the time of submission and at
the  time of the  disbursement  of the  Fund,  be  deemed a  representation  and
warranty  that such  deposit  represents  a bona fide  payment  by the  Investor
described therein for the amount of Securities set forth therein.

         8.0 Fees and  Expenses.  The Escrow  Agent  shall be  entitled to a fee
equal to $2,500, for its services hereunder payable upon request in writing from
the Escrow Agent to the Issuer,  plus reimbursement from accrued interest on the
Fund for any  reasonable  expenses  incurred  in  connection  with  this  Escrow
Agreement,  including, but not limited to, reasonable counsel fees of the Escrow
Agent. In addition,  if any controversy arises under this Escrow Agreement,  the
Issuer agrees to reimburse the Escrow Agent for any reasonable expenses incurred
in  connection  with this  Escrow  Agreement,  including,  but not  limited  to,
reasonable counsel fees of the Escrow Agent. Notwithstanding any other provision
of the Escrow Agreement or the Securities Purchase Agreement, the maximum amount
payable to Escrow  Agent by the Company  shall be limited to  $25,000,  with any
additional amounts to be paid to Escrow Agent to be paid from interest otherwise
payable to the Investors hereunder.

         9.0 Indemnification and Contribution.

                  9.1 The Issuer  (the  "Indemnitor")  agrees to  indemnify  the
Escrow Agent and its officers,  directors,  employees,  agents and  shareholders
(collectively referred to as the "Indemnitees")  against, and hold them harmless
of and from, any and all loss,  liability,  cost, damage and expense,  including
without limitation, reasonable counsel fees, which the Indemnitees may suffer or


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<PAGE>

incur  by  reason  of any  action,  claim  or  proceeding  brought  against  the
Indemnitees  arising out of or relating in any way to this Escrow  Agreement  or
any  transaction  to which this Escrow  Agreement  relates,  unless such action,
claim or proceeding is the result of the willful  misconduct,  gross negligence,
reckless conduct or bad faith of the Indemnitees.

                  9.2 If the indemnification provided for in this Section 9.0 is
applicable,  but for any reason is held to be unavailable,  the Indemnitor shall
contribute  such amounts as are just and  equitable to pay, or to reimburse  the
Indemnitees  for,  the  aggregate  of any and all  losses,  liabilities,  costs,
damages  and  expenses,   including  counsel  fees,  actually  incurred  by  the
Indemnitees  as a  result  of or in  connection  with,  and any  amount  paid in
settlement of, any action, claim or proceeding arising out of or relating in any
way to any actions or omissions of the Indemnitor.

                  9.3 The  provisions  of this  Section  9.0 shall  survive  any
termination  of this  Escrow  Agreement,  whether by  disbursement  of the Fund,
resignation of the Escrow Agent or otherwise.

         10.  Governing  Law and  Assignment.  This  Escrow  Agreement  shall be
construed in  accordance  with and governed by the laws of the State of New York
and shall be binding upon the parties hereto and their respective successors and
assigns; provided,  however, that any assignment or transfer by any party of its
rights under this Escrow  Agreement or with respect to the Escrow Amounts or the
Fund shall be void as against the Escrow Agent unless (a) written notice thereof
shall be  given  to the  Escrow  Agent;  and (b) the  Escrow  Agent  shall  have
consented in writing to such assignment or transfer.

         11. Notices.  All notices  required to be given in connection with this
Escrow  Agreement  shall be in writing and sent by reputable  overnight  courier
with receipt confirmed or by hand delivery with receipt acknowledged, addressed,
if to the Issuer,  the Placement Agent or the Escrow Agent, at their  respective
addresses  set forth on the  signature  page of this Escrow  Agreement.  Notices
given by facsimile  transmission  shall be effective upon  confirmed  receipt of
such  transmission  but only if a hard copy of the notice so transmitted is also
sent to the recipient by First Class U.S. Mail, postage prepaid.

         12.  Severability.  If any  provision  of this Escrow  Agreement or the
application  thereof to any person or  circumstance  shall be  determined  to be
invalid or unenforceable,  the remaining  provisions of this Escrow Agreement or
the application of such provision to persons or  circumstances  other than those
to which it is held invalid or  unenforceable  shall not be affected thereby and
shall be valid and enforceable to the fullest extent permitted by law.

         14.  Execution in Several  Counterparts.  This Escrow  Agreement may be
executed in several  counterparts  or by separate  instruments,  and all of such
counterparts and instruments  shall constitute one agreement,  binding on all of
the parties hereto.  Facsimile  signatures  shall be treated as originals to the
fullest extent permitted by law.



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         15. Entire Agreement; Amendments. This Escrow Agreement constitutes the
entire  agreement  between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings  (written or oral)
of the parties in connection therewith. This Escrow Agreement may not be amended
except by a written instrument executed by all of the parties.

                            [Signature page Follows]



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<PAGE>

         IN WITNESS WHEREOF, the undersigned have executed this Escrow Agreement
as of the day and year first above written.

PEDLEY ZEILKE GORDINIER & PENCE, PLLC, as Escrow Agent


By: /s/ David Pedley
    --------------------------------
Name: David M. Pedley
Title: Member
Address: 2000 Meidinger Tower
         462 South 4th Avenue
         Louisville, KY 40202

Facsimile No.: (502) 584-0422

GOAMERICA, INC.


By: /s/ Daniel R. Luis
    --------------------------------
Name:  Daniel R. Luis
Title: Chief Executive Officer
Address: 433 Hackensack Avenue
         Hackensack, NJ  07601
Facsimile No.: 201-527-1081

SUNRISE SECURITIES CORP.


By: /s/ Amnon Mandelbaum
    --------------------------------
Name:  Amnon Mandelbaum
Title:
Address: 641 Lexington Avenue--25th Floor
         New York, NY 10021

Facsimile No.: (212) 750-7277


                                      -9-