EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT (this “Agreement”), made as of the 8th day of November,
      2005 (the “Effective Date”), by and between GoAmerica, Inc., a Delaware
      corporation (the “Company”), and Wayne D. Smith (the “Employee”).

     

    RECITALS

     

    WHEREAS,
      the Company appointed the Employee as Executive Vice President, General Counsel
      and Secretary as of March 30, 2005;

     

    WHEREAS,
      the Company desires to secure the continued employment of the Employee in
      accordance with the provisions of this Agreement; and

     

    WHEREAS,
      the Employee desires and is willing to accept continued employment with the
      Company in accordance herewith.

     

    AGREEMENT

     

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

     

    1.  Term.
      The
      Company hereby agrees to continue to employ the Employee and the Employee hereby
      agrees to continue to serve the Company, pursuant to the terms and conditions
      of
      this Agreement as of the Effective Date, in the position of Executive Vice
      President, General Counsel and Secretary of the Company (or, subject to the
      Employee’s consent, which shall not be unreasonably withheld, in such alternate
      position of equal or greater responsibility as the Company shall determine
      in
      its reasonable discretion in an area of the Employee’s primary competency). The
      initial term of this Agreement shall be deemed to have commenced on the
      Effective Date and shall expire on the two year anniversary thereof (the
“Initial Term”). On the expiration of the Initial Term and on each yearly
      anniversary thereof, the Agreement shall automatically renew for an additional
      one-year period (each a “Renewal Term”), unless sooner terminated or amended as
      provided herein in accordance with the provisions of Section 5 or unless
      either party notifies the other party in writing of its intentions not to renew
      this Agreement not less than ninety (90) days prior to such expiration date
      or
      anniversary, as the case may be.

     

    2.  Positions
      and Duties.
      The
      Employee’s duties hereunder shall be those which shall be prescribed from time
      to time by the Chief Executive Officer or the Board of Directors of the Company
      in accordance with the bylaws of the Company and which customarily accompany
      the
      title of General Counsel of a company of similar size and purpose. The employee
      will also hold such other executive offices in the Company and its subsidiaries
      to which he may be elected, appointed or assigned by the Chief Executive Officer
      or the Board of Directors. The Employee shall devote his full working time,
      energy and skill (reasonable absences for vacations and illness excepted),
      to
      the business of the Company as is necessary in order to perform such duties
      faithfully, competently and diligently; provided, however, that notwithstanding
      any provision in this Agreement to the contrary, the Employee shall not be
      precluded from devoting reasonable periods of time required for serving as
      a
      member of boards of companies which have been approved by the Board of Directors
      of the Company or participating in non-business organizations so long as such
      memberships or activities do not interfere with the performance of the
      Employee’s duties hereunder.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    3.  Compensation.
      During
      the term of this Agreement, the Employee shall receive, for all services
      rendered to the Company hereunder, the following (hereinafter referred to as
      “Compensation”):

     

    (a)  Base
      Salary.
      For the
      term hereof, the Employee shall be paid an annual base salary equal to $165,000;
      provided, however, that the Employee’s annual base salary shall be increased to
      $185,000 as of the end of the Company’s first fiscal quarter after the Effective
      Date for which the Company reports (or would have been able to report but for
      extraordinary charges that are not expected to recur) EBIDTA profitability
      as
      determined by the Company’s independent auditors. The Employee’s annual base
      salary shall be payable in equal installments in accordance with the Company's
      general salary payment policies but no less frequently than monthly. Such base
      salary shall be reviewed no less than annually and any increases in the amount
      thereof shall be determined by the Board of Directors of the Company or a
      compensation committee formed by the Board of Directors (the “Compensation
      Committee”) of the Company no later than at and as of each March 30th during the
      term hereof. Such base salary may be decreased only if done in conjunction
      with
      similar pro rata decreases in base salary for other executives within the
      Company.

     

    (b)  Bonuses.
      For the
      fiscal year ending December 31, 2006 and each fiscal year thereafter, the
      Employee shall be eligible to receive an annual bonus according to a mutually
      agreed upon bonus plan to be established by Board of Directors of the Company
      or
      the Compensation Committee thereof. Nothing herein shall be construed as a
      guarantee of any such bonus.

     

    (c)  Incentive
      Compensation.
      The
      Employee shall be eligible for awards from the Company’s incentive compensation
      plans, including without limitation any stock award plans applicable to high
      level executive officers of the Company or to key employees of the Company
      or
      its subsidiaries, in the discretion of the Company’s Board of Directors or the
      Compensation Committee thereof.

     

    In
      addition to the general incentive compensation contemplated in the immediately
      preceding paragraph, the Company is granting to the Employee, as of the
      Effective Date, fifty five thousand (55,000) shares of the Company’s common
      stock, which shall vest in one third (1/3) increments on each of the first,
      second and third year anniversaries of the Effective Date, unless otherwise
      provided in this Agreement.

     

    (d)  Benefits.
      The
      Employee and his “dependents,” as that term may be defined under the applicable
      benefit plan(s) of the Company, shall be included, to the extent eligible
      thereunder, in any and all plans, programs and policies which provide benefits
      for employees and their dependents. Such plans, programs and policies may
      include health care insurance, long-term disability plans, life insurance,
      supplemental disability insurance, supplemental life insurance, holidays and
      other similar or comparable benefits made available to the Company’s
      employees.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    (e)  Expense
      Allowances.
      Subject
      to and in accordance with the Company’s policies and procedures and in
      accordance with the Company’s payroll practices but no less frequently than
      monthly, the Company shall provide to the Employee (i) a maximum discretionary
      expense allowance of up to nine thousand dollars ($9,000.00) per Company fiscal
      year (pro-rated for any partial period) to be used by Employee for his own
      automobile lease or similar finance payments, insurance, club and organization
      dues or memberships, travel upgrades, technology devices, and similar executive
      perquisites and related taxes during the term of this Agreement, and, in
      addition to the foregoing, (ii) reimbursement for all reasonable and necessary
      business-related expenses incurred by the Employee on behalf of the Company
      or
      any of its subsidiaries, including directly related tolls, gasoline and parking,
      upon presentation of itemized accounts. The Employee
      shall not, directly or indirectly, bind or make the Company a party to, or
      execute in the name of any Company entity or under the appearance of corporate
      or agency authority, any agreement or similar arrangement or understanding,
      express or implied, relating to payments to third parties of any of the amounts
      contemplated in or relating to clause (i) of the immediately foregoing sentence
      without the prior express written approval of the Company’s Board of Directors
      or the Compensation Committee thereof.

     

    4.  Absences.
      The
      Employee shall be entitled to vacations of no less than four (4) weeks per
      calendar year, absences because of illness or other incapacity, and such other
      absences, whether for holiday, personal time, or for any other purpose, as
      set
      forth in the Company’s employment manual or current procedures and policies, as
      the case may be, as the same may be amended from time-to-time.

     

    5.  Termination.
      In
      addition to the events of termination and expiration of this Agreement provided
      for in Section 1 hereof, the Employee’s employment hereunder may be
      terminated only as follows:

     

    (a)  Without
      Cause.
      The
      Company may terminate the Employee’s employment hereunder without cause only
      upon action by the Board of Directors of the Company, and upon no less than
      ninety (90) days prior written notice to the Employee. The Employee may
      terminate employment hereunder without cause upon no less than ninety (90)
      days
      prior written notice to the Company.

     

    (b)  For
      Cause, by the Company.
      The
      Company may terminate the Employee’s employment hereunder for cause immediately
      and with prompt notice to the Employee, which cause shall be determined in
      good
      faith solely by the Board of Directors of the Company. “Cause” for termination
      shall include, but is not limited to, the following conduct of the Employee:
      

     

    (i)  Material
      breach of any provision of this Agreement by the Employee, which breach shall
      not have been cured by the Employee within sixty (60) days of receipt of written
      notice of said breach (or such shorter period within which to cure as is
      reasonable under the circumstances if the Company reasonably expects irreparable
      injury from a delay of sixty (60) days), including reasonable detail of the
      breach and the conduct required to cure, unless the nature of the breach is
      such
      that it cannot reasonably be expected to be cured within such time;

     

    (ii)  Gross
      misconduct as an employee of the Company, including but not limited to:
      misappropriating any funds or property of the Company; attempting to willfully
      obtain any personal profit from any transaction in which the Employee has an
      interest which is adverse to the interests of the Company; or any other act
      or
      omission which substantially impairs the Company's ability to conduct its
      ordinary business in its usual manner;

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    (iii)  Continuing
      unreasonable neglect or refusal to perform the duties assigned to the Employee
      under or pursuant to this Agreement; 

     

    (iv)  Conviction
      of a felony (including pleading guilty or no contest to a felony or lesser
      charge which results from plea bargaining); or

     

    (v)  Any
      other
      act or omission which subjects the Company or any of its subsidiaries to
      substantial public disrespect, scandal or ridicule.

     

    (c)  For
      Good Reason by Employee.
      The
      Employee may terminate employment hereunder for Good Reason by written notice
      to
      the Company no more than thirty (30) days after the occurrence of the event
      constituting Good Reason. Such notice shall state an effective date no earlier
      than thirty (30) days after the date notice is given to the Company, and the
      Company shall have ten (10) business days from its receipt of such notice within
      which to cure and, in the event of such cure, Employee’s notice in such case
      shall be of no further force or effect. “Good reason” for termination by the
      Employee shall arise from the following conduct of the Company or events without
      the Employee’s consent (other than in connection with or subsequent to the
      termination or suspension of Employee’s employment or duties for Cause or in
      connection with the Employee’s Disability and excluding any isolated action not
      taken in bad faith and which is promptly remedied by the Company after receipt
      of notice thereof from the Employee):

     

    (i)  Material
      breach of any provision of this Agreement by the Company, which breach shall
      not
      have been cured by the Company within ten (10) business days of receipt of
      written notice of said breach;

     

    (ii)  Failure
      to maintain the Employee in a position commensurate with that referred to in
      Section 1 of this Agreement, the assignment to the Employee of any duties
      inconsistent therewith or the Employee’s experience or abilities or the
      withdrawal of a material portion of the Employee’s duties (other than in
      connection with the disposition or termination of any Company business which
      does not constitute a “Change of Control” hereunder), or a change in the
      Employee’s reporting relationship such that the Employee does not report
      directly to the Chief Executive Officer; 

     

    (iii)  A
      requirement that the Employee must, or in order to perform effectively the
      Employee should reasonably expect to, perform his duties hereunder at a location
      outside of a 25 mile radius from Hackensack, New Jersey other than
      (A) business travel consistent with that required of employees with
      similar
      positions at other companies similar in size and stage of development to the
      Company, and (B) activities required in connection with the sale or
      merger
      of the Company, provided that such activities are not required for more than
      three consecutive months; or

     

    (iv)  Upon
      a
“Change of Control”, which shall mean the first to occur of any of the
      following:

     

    (aa)
      any
“person” (as defined in Section 13(d) and 14(d) of the Securities Exchange Act
      of 1934, as amended (the “Exchange Act”)), excluding for this purpose, (i) the
      Company or any subsidiary of the Company, or (ii) any employee benefit plan
      of
      the Company or any subsidiary of the Company, or any person or entity organized,
      appointed or established by the Company for or pursuant to the terms of any
      plan
      which acquires beneficial ownership of voting securities of the Company, is
      or
      becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
      Act), directly or indirectly of securities of the Company representing more
      than
      30% of the combined voting power of the Company’s then outstanding securities;
      provided, however, that no Change of Control will be deemed to have occurred
      as
      a result of a change in ownership percentage resulting solely from an
      acquisition of securities by the Company, the grant or exercise of any stock
      option, stock award, stock purchase right or similar equity incentive, or the
      continued beneficial ownership by any party of voting securities of the Company
      which such party beneficially owned as of the date hereof; or

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    (bb)
      persons, who, as of the Effective Date constitute the Board (the “Incumbent
      Directors”) cease for any reason, including without limitation, as a result of a
      tender offer, proxy contest, merger or similar transaction, to constitute at
      least a majority thereof, provided that any person becoming a director of the
      Company subsequent to the Effective Date shall be considered an Incumbent
      Director if such person’s election or nomination for election was approved by a
      vote of at least 50% of the Incumbent Directors; but provided further, that
      any
      such person whose initial assumption of office is in connection with an actual
      or threatened election contest relating to the members of the Board or other
      actual or threatened solicitation of proxies or consents by or on behalf of
      a
“person” (as defined in Section 13(d) and 14(d) of the Exchange Act) other than
      the Board, including by reason of agreement intended to avoid or settle any
      such
      actual or threatened contest or solicitation, shall not be considered an
      Incumbent Director; or

     

    (cc)
      consummation of a reorganization, merger or consolidation or sale or other
      disposition of at least 80% of the assets (other than cash and cash equivalents)
      of the Company (a “Business Combination”), in each case, unless, following such
      Business Combination, all or substantially all of the individuals and entities
      who were the beneficial owners of outstanding voting securities of the Company
      immediately prior to such Business Combination beneficially own, directly or
      indirectly, more than 50% of the combined voting power of the then outstanding
      voting securities entitled to vote generally in the election of directors,
      as
      the case may be, of the company resulting from such Business Combination
      (including, without limitation, a company which, as a result of such
      transaction, owns the Company or all or substantially all of the Company’s
      assets either directly or through one or more subsidiaries) in substantially
      the
      same proportions as their ownership, immediately prior to such Business
      Combination, of the outstanding voting securities of the Company;
      or

     

    (dd)
      approval by the stockholders of the Company of a complete liquidation or
      dissolution of the Company.

     

    Notwithstanding
      anything in the foregoing, the definition of “Change of Control” as used in this
      Section 5(c)(iv) shall not be deemed to include the transactions contemplated
      by
      the Agreement and Plan of Merger, dated July 6, 2005, between the Company and
      two of its subsidiaries, on the one hand, and Hands On Video Relay Services,
      Inc., Hands On Sign Language Services, Inc., Ronald E. Obray and Denise E.
      Obray, on the other hand.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    (d)  Death.
      The
      period of active employment of the Employee hereunder shall terminate
      automatically in the event of his death.

     

    (e)  Disability.
      In the
      event that the Employee shall be unable to perform duties hereunder for a period
      of one hundred eighty (180) consecutive calendar days or one hundred eighty
      (180) work days within any 360 consecutive calendar days, by reason of
      disability as a result of illness, accident or other physical or mental
      incapacity or disability, the Company may, in its discretion, by giving written
      notice to the Employee, terminate the Employee's employment hereunder as long
      as
      the Employee is still disabled on the effective date of such
      termination.

     

    (f)  Mutual
      Agreement.
      This
      Agreement may be terminated at any time by mutual agreement of the Employee
      and
      the Company. 

     

    6.  Compensation
      in the Event of Termination.
      In the
      event that the Employee’s employment pursuant to this Agreement terminates or is
      not renewed by the Company, the Company shall pay the Employee compensation
      as
      set forth below:

     

    (a)  By
      Employee for Good Reason; Termination by Company Without Cause;
      Non-Renewal.
      Except
      as expressly noted otherwise, in the event this Agreement is terminated by
      the
      Employee for Good Reason pursuant to Section 5(c) hereof; by the Company
      without Cause pursuant to Section 5(a) hereof; or if the Company elects
      not
      renew this Agreement, then:

     

    (i)  the
      Company shall continue to pay to the Employee his annual base salary and all
      other compensation and benefits provided for in Section 3 hereof (except
      those benefits which the Company may not properly provide, pursuant to any
      applicable Company benefit plan, policy or law) in the same manner as before
      termination, for a period of one year (except in the event of non-renewal,
      in
      which case the period shall be six months, the “Severance Period”). The
      Company’s obligation to make payments to the Employee during the Severance
      Period shall not be offset by any income the Employee receives from sources
      other than the Company for work activity conducted by the Employee during the
      Severance Period. To the extent the Employee receives any medical or health
      benefits pursuant to this section, such benefits shall be provided as a
      reimbursement (or direct payment at the sole election of the Company) to the
      Employee of payments made pursuant to an election to continue benefits under
      COBRA. 

     

    (ii)  Notwithstanding
      the terms of any stock award agreement to which the Employee is a party to
      the
      contrary, (A) in the event of termination by the Employee for Good Reason
      only, all stock options, restricted stock and similar awards grants issued
      to
      the Employee shall immediately vest in the Employee, and (B) the Employee
      may exercise any or all such options at any time within one (1) year of the
      Employee’s termination date;

     

    (iii)  the
      payments, rights and entitlements described in Section 6(a)(i) and 6(a)(ii)
      hereof, if any, shall only be made if the Employee shall first have executed
      and
      delivered to the Company a valid general release of claims with respect to
      his
      employment and the termination of such employment, in a form reasonably
      acceptable to the Company.

     

    (b)  By
      Company Upon Termination of Agreement Due to Employee's Death or
      Disability.
      In the
      event of the Employee's death or if the Company shall terminate the Employee's
      employment hereunder for disability pursuant to Section 5(e) hereof,
      then:

     

    (i)  in
      the
      event of a termination pursuant to Section 5(e) hereof, if eligible,
      the
      Employee shall be entitled to benefits under any long-term disability plan
      of
      the Company covering the Employee then in effect;

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    (ii)  To
      the
      extent the Employee has not received or does not receive disability or death
      benefits pursuant to any Company-paid benefit or similar plan of the Company
      covering the Employee then in effect pursuant to the Employee Retirement Income
      Security Act of 1974, as amended, the Company shall continue to pay the base
      salary payable hereunder at the then current rate for one (1) year following
      such death or such termination, to the Employee or his personal representative,
      as applicable; and

     

    (iii)  all
      other
      compensation and benefits provided for in Section 3, other than any
      amounts
      due pursuant to Subsection 3(d) of this Agreement shall cease upon such
      termination.

     

    (c)  By
      Company for Cause or By Employee Without Good Reason.
      In the
      event that: (i) the Company shall terminate the Employee's employment
      hereunder for Cause pursuant to Section 5(b) hereof; or (ii) the
      Employee shall terminate employment hereunder without Good Reason as defined
      in
      Section 5(c) hereof, then the Employee’s rights hereunder shall cease as of
      the effective date of the termination, including, without limitation, the right
      to receive the Base Salary and all other compensation or benefits provided
      for
      in this Agreement, except that the Company shall pay the Employee salary and
      other compensation which may have been earned and is due and payable but which
      has not been paid as of the date of termination.

     

    7.  Effect
      of Termination.
      In the
      event of expiration or early termination of this Agreement as provided herein,
      neither the Company nor the Employee shall have any remaining duties or
      obligations hereunder except that:

     

    (a)  The
      Company shall:

     

    (i)  Pay
      the
      Employee's accrued salary and any other accrued benefits under Section 3
      hereof;

     

    (ii)  Reimburse
      the Employee for expenses already incurred in accordance with Section 3(e)
      hereof;

     

    (iii)  To
      the
      extent required by law, pay or otherwise provide for any benefits, payments
      or
      continuation or conversion rights in accordance with the provisions of any
      benefit plan of which the Employee or any of his dependents is or was a
      participant; and

     

    (iv)  Pay
      the
      Employee or his beneficiaries any compensation due pursuant to Section 6
      hereof; and

     

    (b)  The
      Employee shall remain bound by the terms of Section 8 hereof and
Exhibit A
      attached
      hereto.

     

    8.  Restrictive
      Covenant.

     

    (a)  The
      Employee acknowledges and agrees that he has access to secret and confidential
      information of the Company and its subsidiaries and that the following
      restrictive covenant is necessary to protect the interests and continued success
      of the Company. Except as otherwise expressly consented to in writing by the
      Company, until the termination of the Employee’s employment (for any reason and
      whether such employment was under this Agreement or otherwise) and for a period
      of one (1) year thereafter (the “Restricted Period”), provided Employee receives
      the compensation specified in Section 6(a), if applicable, the Employee shall
      not, directly or indirectly, acting as an employee, owner, shareholder, partner,
      joint venturer, officer, director, agent, salesperson, consultant, advisor,
      investor or principal of any corporation or other business entity, engage,
      in
      any state or territory of the United States of America or other country where
      the Company is actively doing business, in direct or indirect competition with
      the business conducted by the Company or activities in which the Company plans
      to conduct business.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    (b)  Nothing
      in this Section 8, whether express or implied, shall prevent the Employee
      from being a holder of securities of a company whose securities are registered
      under Section 12 of the Securities Exchange Act of 1934, as amended,
      or any
      privately held company; provided, however, that during the term of this
      agreement, and with respect to any company which may be deemed to directly
      or
      indirectly compete with the business conducted by the Company or with the
      activities which the Company plans to conduct, the Employee holds of record
      and
      beneficially less than one percent (1%) of the votes eligible to be cast
      generally by holders of securities of such company for the election of
      directors.

     

    (c)  The
      Employee, as a condition of his continued employment, acknowledges and agrees
      that he has reviewed and signed and will continue to be bound by all of the
      provisions set forth in Exhibit A
      attached
      hereto, which is incorporated herein by reference and made a part hereof as
      though fully set forth herein, during the term of this Agreement, and any time
      hereafter.

     

    (d)  The
      Employee acknowledges and agrees that in the event of a breach or threatened
      breach of the provisions of this Section 8 or Exhibit A
      by
      Employee the Company may suffer irreparable harm and therefore, the Company
      shall be entitled, to the extent permissible by law, immediately to cease to
      pay
      or provide the Employee any compensation being, or to be, paid or provided
      to
      him pursuant to Sections 3 or 6 of this Agreement, and also to obtain
      immediate injunctive relief restraining the Employee from conduct in breach
      or
      threatened breach of the covenants contained in this Section 8. Nothing herein
      shall be construed as prohibiting the Company from pursuing any other remedies
      available to it for such breach or threatened breach, including the recovery
      of
      damages from the Employee.

     

    9.  Insurance.
      During
      the term of this Agreement, the Company shall maintain standard directors and
      officers liability insurance in a face amount of no less than
      $10,000,000.

     

    10.  No
      Conflicts.
      The
      Employee has represented and hereby represents to the Company that the
      execution, delivery and performance by the Employee of this Agreement do not
      conflict with or result in a violation or breach of, or constitute (with or
      without notice or lapse of time or both) a default under any contract, agreement
      or understanding, whether oral or written, to which the Employee is a party
      or
      of which the Employee is or should be aware and that there are no restrictions,
      covenants, agreements or limitations on his right or ability to enter into
      and
      perform the terms of this Agreement, and agrees to save the Company harmless
      from any liability, cost or expense, including attorney’s fees, based upon or
      arising out of any such restrictions, covenants, agreements, or limitations
      that
      may be found to exist. 

     

    11.  Waiver.
      The
      waiver by a party hereto of any breach by the other party hereto of any
      provision of this Agreement shall not operate or be construed as a waiver of
      any
      subsequent breach by a party hereto.

     

    12.  Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the successors
      and
      assigns of the Company, and the Company shall be obligated to require any
      successor to expressly assume its obligations hereunder and shall have the
      right
      to assign its rights to enforce the provisions of Section 8 and
Exhibit A
      to any
      successor. This Agreement shall inure to the benefit of and be enforceable
      by
      the Employee or his legal representatives, executors, administrators,
      successors, heirs, distributees, devisees and legatees. The Employee may not
      assign any of his duties, responsibilities, obligations or positions hereunder
      to any person and any such purported assignment by him shall be void and of
      no
      force and effect.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    13.  Notices.
      Any
      notices required or permitted to be given under this Agreement shall be
      sufficient if in writing, and if personally delivered or when sent by first
      class certified or registered mail, postage prepaid, return receipt
      requested--in the case of the Employee, to his residence address as set forth
      below, and in the case of the Company, to the address of its principal place
      of
      business as set forth below, in care of the Chief Executive Officer and Chairman
      of the Board of Directors of the Company or to such other person or at such
      other address with respect to each party as such party shall notify the other
      in
      writing.

     

    14.  Construction
      of Agreement.

     

    (a)  Governing
      Law.
      This
      Agreement shall be governed by and its provisions construed and enforced in
      accordance with the internal laws of the State of New Jersey without reference
      to its principles regarding conflicts of law.

     

    (b)  Severability.
      In the
      event that any one or more of the provisions of this Agreement shall be held
      to
      be invalid, illegal or unenforceable, the validity, legality or enforceability
      of the remaining provisions shall not in any way be affected or impaired
      thereby.

     

    (c)  Headings.
      The
      descriptive headings of the several paragraphs of this Agreement are inserted
      for convenience of reference only and shall not constitute a part of this
      Agreement.

     

    15.  Entire
      Agreement.
      This
      Agreement and Exhibit A
      hereto
      contains the entire agreement of the parties concerning the Employee’s
      employment and all promises, representations, understandings, arrangements
      and
      prior agreements on such subject, including but not limited to, the Employment
      Agreement, are merged herein and superseded hereby. The provisions of this
      Agreement may not be amended, modified, repealed, waived, extended or discharged
      except by an agreement in writing signed by the party against whom enforcement
      of any amendment, modification, repeal, waiver, extension or discharge is
      sought. No person acting other than pursuant to a resolution of the Board of
      Directors shall have authority on behalf of the Company to agree to amend,
      modify, repeal, waive, extend or discharge any provision of this Agreement
      or
      anything in reference thereto or to exercise any of the Company's rights to
      terminate or to fail to extend this Agreement.

     

     

    * * * * *


    
      
         

      

      
        9

        
          

        

      

      
         

      

    


     

    


     

     

    IN
      WITNESS WHEREOF, the Company has caused this Agreement to be executed and
      attested by its duly authorized officers, and the Employee has set his hand,
      all
      as of the day and year first above written. 

     

    
      	
               

              ATTEST:

              ________________________________

            	
               

              GoAmerica,
                Inc.

               

            
	 	
              By:     
                ____________________     

              Daniel
                R. Luis

              Chief
                Executive Officer

            
	 	 
	
               

              WITNESS:

              
                ________________________________

              

            	
               

              EMPLOYEE

              
                ________________________________

              

            
	 	
              Wayne
                D. Smith

               

            
	 	
              Address:
                ________________________________    

            
	 	 

              ________________________________

            


    

     

    


     

    
      
         

      

      
        10

        
          

        

      

      
         

        
        

      

    

    EXHIBIT A

    GoAmerica,
      Inc.

     

    EMPLOYEE’S
      INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENT

     

    In
      consideration of my employment or continued employment by GoAmerica, Inc.,
      a
      Delaware corporation or any subsidiary or parent corporation thereof (the
“Company”), I hereby represent and agree as follows:

     

    1.  I
      understand that the Company is engaged in the business of providing
      communications services to the deaf and hard of hearing markets and related
      services and that I may have access to or acquire information with respect
      to
      Confidential Information (as defined below), including processes and methods,
      development tools, scientific, technical and/or business innovations.


     

    2.  Disclosure
      of Innovations.
      I agree
      to disclose in writing to the Company all inventions, improvements and other
      innovations of any kind that I may make, conceive, develop or reduce to
      practice, alone or jointly with others, during the term of my employment with
      the Company, whether or not they are related to my work for the Company and
      whether or not they are eligible for patent, copyright, trademark, trade secret
      or other legal protection (“Innovations”). Examples of Innovations shall
      include, but are not limited to, discoveries, research, inventions, formulas,
      techniques, processes, tools, know-how, marketing plans, new product plans,
      production processes, advertising, packaging and marketing techniques and
      improvements to computer hardware or software.

     

    3.  Assignment
      of Ownership of Innovations.
      I agree
      that all Innovations will be the sole and exclusive property of the Company
      and
      I hereby assign all of my rights, title or interest in the Innovations and
      in
      all related patents, copyrights, trademarks, trade secrets, rights of priority
      and other proprietary rights to the Company. At the Company's request and
      expense, during and after the period of my employment with the Company, I will
      assist and cooperate with the Company in all respects and will execute
      documents, and, subject to my reasonable availability, give testimony and take
      further acts requested by the Company to obtain, maintain, perfect and enforce
      for the Company patent, copyright, trademark, trade secret and other legal
      protection for the Innovations. I hereby appoint the President and Chief
      Executive Officer of the Company as my attorney-in-fact to execute documents
      on
      my behalf for this purpose.

     

    4.  Protection
      of Confidential Information of the Company.
      I
      understand that my work as an employee of the Company creates a relationship
      of
      trust and confidence between myself and the Company. During and after the period
      of my employment with the Company, I will not use or disclose or allow anyone
      else to use or disclose any “Confidential Information” (as defined below)
      relating to the Company, its products, suppliers or customers except as may
      be
      necessary in the performance of my work for the Company or as may be authorized
      in advance by appropriate officers of the Company. “Confidential Information”
      shall include innovations, methodologies, processes, tools, business strategies,
      financial information, forecasts, personnel information, customer lists, trade
      secrets and any other non-public technical or business information, whether
      in
      writing or given to me orally, which I know or have reason to know the Company
      would like to treat as confidential for any purpose, such as maintaining a
      competitive advantage or avoiding undesirable publicity. I will keep
      Confidential Information secret and will not allow any unauthorized use of
      the
      same, whether or not any document containing it is marked as confidential.
      These
      restrictions, however, will not apply to Confidential Information that has
      become known to the public generally through no fault or breach of mine or
      that
      the Company regularly gives to third parties without restriction on use or
      disclosure. Upon termination of my work with the Company, I will promptly
      deliver to the Company all documents and materials of any nature pertaining
      to
      my work with the Company and I will not take with me any documents or materials
      or copies thereof containing any Confidential Information. 

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    5.  Other
      Agreements.
      I
      represent that my performance of all the terms of this Agreement and my duties
      as an employee of the Company will not breach any invention assignment
      agreement, confidential information agreement, non-competition agreement or
      other agreement with any former employer or other party. I represent that I
      have
      not and will not bring with me to the Company or use in the performance of
      my
      duties for the Company any documents or materials of a former employer that
      are
      not generally available to the public.

     

    6.  Disclosure
      of this Agreement.
      I
      hereby authorize the Company to notify others, including but not limited to
      customers of the Company and any of my future employers, of the terms of this
      Agreement and my responsibilities hereunder.

     

    7.  Injunctive
      Relief.
      I
      understand that in the event of a breach or threatened breach of this Agreement
      by me the Company may suffer irreparable harm and monetary damages alone would
      not adequately compensate the Company. The Company will therefore be entitled
      to
      injunctive relief to enforce this Agreement.

     

    8.  Enforcement
      and Severability.
      I
      acknowledge that each of the provisions in this Agreement are separate and
      independent covenants. I agree that if any court shall determine that any
      provision of this Agreement is unenforceable with respect to its term or scope
      such provision shall nonetheless be enforceable by any such court upon such
      modified term or scope as may be determined by such court to be reasonable
      and
      enforceable. The remainder of this Agreement shall not be affected by the
      unenforceability or court ordered modification of a specific
      provision.

     

    9.  Governing
      Law.
      I agree
      that this Agreement shall be governed by and construed in accordance with the
      laws of the State of New Jersey.

     

    10.  Superseding
      Agreement.
      I
      understand and agree that this Agreement, as Exhibit A to my Employment
      Agreement with the Company, contains the entire agreement of the parties with
      respect to the subject matter hereof and supersedes all previous agreements
      and
      understandings between the parties with respect to its subject
      matter.

     

    11.  Acknowledgments.
      I
      acknowledge that I have read this agreement, was given the opportunity to ask
      questions and sufficient time to consult an attorney and I have either consulted
      an attorney or affirmatively decided not to consult an attorney. I understand
      that this agreement is a part of and does not alter the terms of my Employment
      Agreement with the Company. I also understand that my obligations under this
      Agreement survive the termination of my employment with the
      Company.

     

    
      
         

      

      
        12