EXHIBIT 4.9

                                VOTING AGREEMENT

                  VOTING  AGREEMENT,   dated  as  of  December  ___,  2003  (the
"Agreement"),  between GoAmerica,  Inc., a Delaware corporation (the "Company"),
and [ ] (the "Stockholder").

                               W I T N E S S E T H

                  WHEREAS,  contemporaneously with the execution and delivery of
this Agreement,  the Company and the Investors (as defined therein) are entering
into a Purchase  Agreement,  dated as of the date hereof (as such  agreement may
hereafter  be  amended  from  time to time,  the  "Purchase  Agreement"),  which
provides for,  among other things,  upon the terms and subject to the conditions
set forth  therein,  the sale of  $14,500,000  of shares of common  stock of the
Company, $0.01 par value (the "Common Stock"); and

                  WHEREAS,  pursuant to the terms of the Purchase Agreement, the
Company  has  agreed  to  call  a  special  meeting  of  its  stockholders  (the
"Meeting"); and

                  WHEREAS,   as  of  the  date  hereof,   the  Stockholder  owns
beneficially  the  number  of shares of  Common  Stock  set forth  opposite  the
Stockholder's  name on Schedule I hereto (all such shares so owned and which may
hereafter  be  acquired by such  Stockholder  prior to the  termination  of this
Agreement,  whether  upon the  exercise of options,  conversion  of  convertible
securities, exercise of warrants or by means of purchase, dividend, distribution
or otherwise, being referred to herein as the "Shares"); and

                  WHEREAS, the Stockholder desires, in accordance with the terms
hereof, to vote in favor of the proposals to be set forth in the Company's proxy
statement to be filed by the Company in connection  with the Purchase  Agreement
and the transactions contemplated thereby (the "Proposals"); and

                  WHEREAS, as a condition to the Investors' willingness to enter
into the Purchase  Agreement,  the Investors have requested that the Stockholder
enter into this Agreement; and

                  WHEREAS,  in order to induce the  Investors  to enter into the
Purchase Agreement, the Stockholder is willing to enter into this Agreement.

                  NOW,  THEREFORE,  in  consideration  of the  foregoing and the
mutual covenants and agreements  herein  contained,  and intending to be legally
bound hereby, the Company and the Stockholder hereby agree as follows:


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                                   ARTICLE I.

                       TRANSFER AND VOTING OF SHARES; AND
                       OTHER COVENANTS OF THE STOCKHOLDER

                  SECTION  1.1.  Voting of Shares.  From the date  hereof  until
termination  of this Agreement  pursuant to Section 4.2 hereof (the "Term"),  at
the Meeting or at any meeting of the stockholders of the Company, however called
and at any adjournment or postponement  thereof, and in any action by consent of
the stockholders of the Company in which there shall be a vote on the Proposals,
the  Stockholder  shall (A) appear at such meeting or otherwise cause his Shares
to be counted as present  thereat for purposes of  establishing a quorum and (B)
vote (or cause to be voted)  his Shares in favor of (i) the  Proposals  and (ii)
such  other  matters  as  may  be  necessary  or  advisable  to  consummate  the
transactions contemplated by the Purchase Agreement.

                  SECTION   1.2.  No   Inconsistent   Arrangements.   Except  as
contemplated  by this Agreement,  the Stockholder  shall not during the Term (i)
transfer,  or consent to any transfer of, any or all of the Stockholder's Shares
or any  interest  therein,  or  create  or  permit  to  exist  any lien or other
encumbrance  on such  Shares,  (ii)  enter  into any  contract,  option or other
agreement  or  understanding  with respect to any transfer of any or all of such
Shares or any  interest  therein,  (iii) grant any proxy,  power-of-attorney  or
other  authorization in or with respect to such Shares, (iv) deposit such Shares
into a voting trust or enter into a voting agreement or arrangement with respect
to such  Shares,  or (v) take any other  action that would in any way  restrict,
limit or interfere  with the  performance  of his  obligations  hereunder or the
transactions  contemplated  hereby  or  by  the  Purchase  Agreement;  provided,
however,  the  Stockholder  shall be  permitted  to transfer  any or all of such
Shares to his Affiliates (as defined in the Purchase  Agreement),  provided that
such  Affiliates  agreed to be bound by the terms of this Agreement and that the
Stockholder shall be jointly and severally liable for any breach of the terms of
this Agreement by such Affiliate.

                  SECTION 1.3. Proxy;  Reliance.  The Stockholder hereby revokes
any and all prior  proxies  or  powers  of  attorney  in  respect  of any of the
Stockholder's Shares and constitutes and appoints the Company, or any nominee of
the Company,  with full power of substitution  and  resubstitution,  at any time
during the Term, as his true and lawful  attorney and proxy (his  "Proxy"),  for
and in his name,  place and stead,  to vote each of such  Shares as his Proxy in
favor of the  matters  set  forth in  Section  1.1,  at every  annual,  special,
adjourned or postponed meeting of the stockholders of the Company, including the
right to sign his name (as  stockholder)  to any consent,  certificate  or other
document  relating to the Company that the General  Corporation Law of the State
of Delaware  (the  "DGCL") may permit or require as provided in Section 1.1. The
Stockholder  hereby  affirms  that such Proxy is coupled with an interest and is
executed and intended to be  irrevocable  in accordance  with the  provisions of
Section 212(e) of the DGCL.

                  THE  FOREGOING  PROXY AND POWER OF  ATTORNEY  ARE  IRREVOCABLE
DURING THE TERM AND COUPLED WITH AN INTEREST THROUGHOUT THE TERM.

                  SECTION 1.4. Stop Transfer.  The Stockholder shall not request
that  the  Company  register  the  transfer  (book-entry  or  otherwise)  of any
certificate or  uncertificated  interest  representing any of the  Stockholder's


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Shares, unless such transfer is made in compliance with this Agreement.

                  SECTION 1.5. Additional Shares. The Stockholder hereby agrees,
while this Agreement is in effect,  to promptly notify the Company of the number
of any new Shares acquired (whether upon the exercise of options,  conversion of
convertible securities,  exercise of warrants or by means of purchase, dividend,
distribution or otherwise) by such Stockholder, if any, after the date hereof.

                  SECTION 1.6. Disclosure. The Stockholder hereby authorizes the
Company to publish and  disclose  in its proxy  statement  (including  all other
documents and schedules filed with the Securities and Exchange Commission),  his
identity  and  ownership  of the  Shares  and  the  nature  of his  commitments,
arrangements and understandings under this Agreement.

                  SECTION 1.7. Fiduciary Duties. The Stockholder is signing this
Agreement  solely in such  Stockholder's  capacity as an owner of his respective
Shares, and nothing herein shall prohibit,  prevent or preclude such Stockholder
from  taking or not taking any action in his  capacity as an officer or director
of the Company.

                  SECTION 1.8.  Exemptions.  The parties hereto  acknowledge and
agree that: (i) to the extent the Stockholder has executed and is  participating
in a Rule 10b5-1 Sales Plan (the "Plan") as of the date hereof,  the Stockholder
may sell and transfer his Shares pursuant to the terms of the Plan as such terms
existed as of the date  hereof;  and (ii) only after the record date set for the
Meeting,  the  Stockholder  may  transfer  his  Shares  pursuant  to a bona fide
charitable  arrangement in such a manner as the Stockholder deems appropriate in
his sole discretion.

                                  ARTICLE II.

                REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER

                  The Stockholder  hereby represents and warrants to the Company
as follows:

                  SECTION 2.1. Due  Authorization,  etc. The Stockholder has the
legal  capacity and all requisite  power and  authority to execute,  deliver and
perform this  Agreement,  to appoint the Company as his Proxy and to  consummate
the transactions  contemplated hereby. This Agreement has been duly executed and
delivered by or on behalf of the Stockholder and constitutes a legal,  valid and
binding  obligation of the Stockholder,  enforceable  against the Stockholder in
accordance  with its terms,  except as enforcement may be limited by bankruptcy,
insolvency, moratorium or other similar laws and except that the availability of
equitable remedies, including specific performance, is subject to the discretion
of the court before which any proceeding for such remedy may be brought.

                  SECTION 2.2. Required Filings and Consents.  The execution and
delivery of this Agreement by the  Stockholder  does not, and the performance of
this  Agreement by the  Stockholder  will not,  require any  consent,  approval,
authorization  or permit of, or filing with or notification to, any governmental
or regulatory  authority  (other than any necessary  filing under the Securities
Exchange Act of 1934, as amended), domestic or foreign, except where the failure
to obtain such consents,  approvals,  authorizations or permits, or to make such


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filings or  notifications,  would not  prevent or delay the  performance  by the
Stockholder of the Stockholder's obligations under this Agreement.

                  SECTION  2.3.  Ownership  of Shares.  The  Stockholder  is the
record  and  beneficial  owner of the  Shares  set  forth  opposite  his name on
Schedule I hereto and has good and  marketable  title to such  Shares,  free and
clear of any claims, liens,  encumbrances and security interests whatsoever.  On
the date  hereof,  such Shares  constitute  all of the Shares owned of record or
beneficially by such Stockholder. The Stockholder has sole voting power, without
restrictions, with respect to all of the Shares.

                                  ARTICLE III.

                        REPRESENTATIONS AND WARRANTIES OF
                                   THE COMPANY

                  The Company hereby  represents and warrants to the Stockholder
as follows:

                  SECTION 3.1. Due Organization, Authorization, etc. The Company
is duly organized,  validly  existing and in good standing under the laws of the
State of Delaware.  The Company has all requisite  corporate power and authority
to execute  and  deliver  this  Agreement  and to  consummate  the  transactions
contemplated  hereby.  The  execution  and  delivery of this  Agreement  and the
consummation of the  transactions  contemplated  hereby by the Company have been
duly  authorized by all necessary  corporate  action on the part of the Company.
This  Agreement  has  been  duly  executed  and  delivered  by the  Company  and
constitutes a legal,  valid and binding  obligation of the Company,  enforceable
against the Company in accordance  with its terms,  except as enforcement may be
limited by bankruptcy,  insolvency,  moratorium or other similar laws and except
that the availability of equitable remedies,  including specific performance, is
subject to the  discretion  of the court  before which any  proceeding  for such
remedy may be brought.

                                  ARTICLE IV.

                                  MISCELLANEOUS

                  SECTION 4.1. Definitions. Terms used but not otherwise defined
in this  Agreement  have the  meanings  ascribed  to such terms in the  Purchase
Agreement.

                  SECTION 4.2.  Termination.  This Agreement shall terminate and
be of no  further  force and  effect (i) by the  written  mutual  consent of the
parties  hereto,  (ii)  automatically  and  without any  required  action of the
parties hereto immediately upon consummation of the Closing (as set forth in the
Purchase  Agreement),  or (iii) automatically and without any required action of
the parties hereto upon termination of the Purchase Agreement in accordance with
its terms. No such  termination of this Agreement shall relieve any party hereto
from any liability for any breach of this Agreement prior to termination.

                  SECTION 4.3. Further Assurance.  From time to time, at another
party's request and without  consideration,  each party hereto shall execute and
deliver such  additional  documents  and take all such further  action as may be


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necessary to  consummate  and make  effective,  in the most  expeditious  manner
practicable, the transactions contemplated by this Agreement.

                  SECTION  4.4. No Waiver.  The  failure of any party  hereto to
exercise any right,  power or remedy  provided under this Agreement or otherwise
available in respect hereof at law or in equity, or to insist upon compliance by
any other party hereto with its obligations hereunder, or any custom or practice
of the parties at variance  with the terms hereof shall not  constitute a waiver
by such party of its right to exercise any such or other right,  power or remedy
or to demand such compliance.

                  SECTION   4.5.   Specific    Performance.    The   Stockholder
acknowledges  that if the  Stockholder  fails to perform any of its  obligations
under this Agreement,  immediate and irreparable  harm or injury would be caused
to the Company for which money damages would not be an adequate remedy.  In such
event, the Stockholder agrees that the Company shall have the right, in addition
to any other  rights it may have,  to specific  performance  of this  Agreement.
Accordingly,  should  the  Company  institute  an action or  proceeding  seeking
specific enforcement of the provisions hereof, the Stockholder hereby waives the
claim or  defense  that the  Company  has an  adequate  remedy at law and hereby
agrees not to assert in any such action or proceeding  the claim or defense that
such a remedy at law exists.

                  SECTION  4.6.  Notice.  All notices  and other  communications
given or made  pursuant  hereto  shall be in writing and shall be deemed to have
been duly given or made (i) as of the date  delivered  or sent by  facsimile  if
delivered personally or by facsimile, (ii) one business day after being sent for
next business day delivery,  fees prepaid,  via a reputable  nationwide delivery
courier  service and (iii) on the third  business day after  deposit in the U.S.
mail, if mailed by registered or certified mail (postage prepaid, return receipt
requested),  in each case to the parties at the following  addresses (or at such
other  address for a party as shall be  specified  by like  notice,  except that
notices of changes of address shall be effective upon receipt):

                  (a) If to the Company:

                           GoAmerica, Inc.
                           433 Hackensack Avenue
                           3rd Floor
                           Hackensack, NJ 07601
                           Attn:  President
                           Fax:  (201) 996-1772

                  (b) If to the Stockholder,  at the address set forth below the
Stockholder's name on Schedule I hereto.

                  SECTION 4.7.  Expenses.  All fees, costs and expenses incurred
in connection with this Agreement and the transactions contemplated hereby shall
be paid by the  Company,  including,  without  limitation,  the fees,  costs and
expenses incurred by the Stockholder.

                  SECTION  4.8.   Headings.   The  headings  contained  in  this
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.


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                  SECTION 4.9.  Severability.  If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced by any rule of
law or public  policy,  all other  conditions  and  provisions of this Agreement
shall  nevertheless  remain in full force and effect so long as the  economic or
legal substance of the transactions  contemplated  hereby is not affected in any
manner  adverse to any  party.  Upon such  determination  that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall  negotiate  in good  faith to modify  this  Agreement  so as to effect the
original intent of the parties as closely as possible in an acceptable manner to
the end that  transactions  contemplated  hereby are  fulfilled  to the  maximum
extent possible.

                  SECTION 4.10. Entire Agreement; No Third-Party  Beneficiaries.
This Agreement constitutes the entire agreement and supersedes any and all other
prior agreements and undertakings,  both written and oral, among the parties, or
any of them,  with respect to the subject matter  hereof,  and this Agreement is
not intended to confer upon any other person any rights or remedies hereunder.

                  SECTION 4.11.  Assignment.  Neither this  Agreement nor any of
the rights,  interests or obligations under this Agreement shall be assigned, in
whole or in part, by operation of law or otherwise.

                  SECTION 4.12.  Governing Law. This Agreement shall be governed
by,  and  construed  in  accordance  with,  the laws of the  State  of  Delaware
applicable  to contracts  executed in and to be performed  entirely  within that
State.

                  SECTION  4.13.  Amendment.  This  Agreement may not be amended
except by an  instrument  in  writing  signed on behalf of the  Company  and the
Stockholder and approved in writing by the Required Investors (as defined in the
Purchase Agreement).

                  SECTION 4.14. Waiver. Any party hereto may (a) extend the time
for the performance of any of the obligations or other acts of the other parties
hereto, (b) waive any inaccuracies in the  representations and warranties of the
other parties  hereto  contained  herein or in any document  delivered  pursuant
hereto and (c) waive  compliance by the other  parties  hereto with any of their
agreements or conditions  contained herein. Any agreement on the part of a party
hereto to any such extension or waiver shall be valid only as against such party
and only if set forth in an  instrument  in writing  signed by such  party.  The
failure of any party hereto to assert any of its rights under this  Agreement or
otherwise shall not constitute a waiver of those rights.

                  SECTION  4.15.  Descriptive  Headings;   Interpretation.   The
descriptive  headings  herein are inserted for convenience of reference only and
are not  intended  to be part of or to affect the meaning or  interpretation  of
this Agreement.

                  SECTION  4.16.  Counterparts.  This  Agreement may be executed
(including by facsimile  transmission) in one or more  counterparts,  and by the
different parties hereto in separate  counterparts,  each of which when executed
shall be deemed to be an original but all of which shall  constitute one and the
same agreement.

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                  IN WITNESS  WHEREOF,  the  Company  and the  Stockholder  have
caused this Agreement to be executed as of the date first written above.

                                                     GOAMERICA, INC.



                                    By:
                                       -----------------------------
                                       Name:
                                       Title:

                                    STOCKHOLDER:


                                    Name:



<PAGE>

                                   SCHEDULE I



                                                              Number of Shares
Name and Address of Stockholder                               Beneficially Owned