Exhibit 10.1


        
        October 11, 2007


        
        Wayne D. Smith, Esq.

        [Address]


         
        


        
        Re:     Separation Letter Agreement (this "Agreement")


        
        Dear Wayne:


        
        This Agreement sets forth the terms and conditions regarding the termination of your
        employment with GoAmerica, Inc. (the "Company"), including any separation benefits that you
        will be entitled to receive as a result of such termination, and it supersedes the
        provisions of Section 6 of your November 8, 2005 employment agreement with the Company (the
        "Employment Agreement", attached hereto as Exhibit A) and any other or subsequent
        understandings you may have related to the subject matter hereof or thereof.


        
        1.     Termination and/or Resignation from All Offices. By
        executing this Agreement, you agree that your employment with the Company will terminate
        effective November 1, 2007 (the "Termination Date"). You will be paid your base salary
        through the Termination Date. You will also be paid for any unused vacation days that you
        accrued through the Termination Date, and reimbursed for any proper business expenses
        incurred by you through the Termination Date.


        
        Further, by executing this Agreement, you hereby resign, effective as of the Termination
        Date, (i) from any director or similar positions that you hold with the Company or any
        of its affiliates or subsidiaries (collectively with the Company, the "GoAmerica
        Entities"), (ii) from any positions that you hold on any committees within the
        GoAmerica Entities, including committees of the board of directors and similar governing
        bodies, and (iii) as an employee of any of the GoAmerica Entities. You agree to take
        any action reasonably required of you by the GoAmerica Entities to effectuate any such
        resignation.


        
        2.     Separation Benefits. You (or your estate in the
        event of your death) will become entitled to separation benefits as set forth in this
        Section 2 (collectively, the "Separation Benefits"), provided that you will not be
        entitled to receive any of the Separation Benefits until the Effective Date, as defined in
        Section 20 below.


        
        (a)     Separation Payments. For the one-year period
        beginning on the day after the Termination Date and ending on the first anniversary of the
        Termination Date (the "Separation Pay Period"), you will continue to be entitled to your
        current annual base salary of One Hundred and Eighty Five Thousand Dollars ($185,000) per
        annum, which will be paid to you in

        

        
        

         
        


        
        accordance with the Company's standard payroll procedures (but in no event any less
        frequently than monthly), less any and all applicable withholdings. In addition, during the
        Separation Pay Period you will be paid an expense allowance of Nine Thousand Dollars
        ($9,000) as provided for in Section 2(e) of the Employment Agreement. For convenience, this
        expense allowance will be paid to you in regular installments as if it were part of (but in
        addition to) your salary. Also, you will be entitled to receive (x) if any, an annual bonus
        pursuant to Section 2(b) of the Employment Agreement relating in any manner to fiscal year
        2007 (irrespective of payment date) in an amount equal to such bonus paid to any other
        Company executive officer, and (y) in the event the Acquisition and Merger are consummated,
        a special transaction bonus recognizing your efforts with regard to the Acquisition and the
        Merger in an amount equal to $50,000.


        
        Notwithstanding the preceding paragraph, in order to comply with Section 409A of the
        Internal Revenue Code ("Section 409A"), no payment under this Section 2(a) will be
        made to you during the six-month period immediately following the Termination Date.
        Instead, on the first day of the seventh month following the Termination Date, all amounts
        that otherwise would have been paid to you during that six-month period, but were not due
        as a result of this provision, will be paid to you in a single lump-sum payment (without
        any interest with respect to that six-month period). This six-month delay will cease to be
        applicable if you die before the six-month period has elapsed.  In the event that any
        subsequent guidance or clarification is issued by the Internal Revenue Service or
        Treasury Department that allows the Company to definitively conclude that 409A's
        six-month wait or a portion thereof is not applicable in this instance, including because
        the amounts paid to you under this Agreement are actually exempt from 409A rather than
        subject to 409A, then the Company hereby agrees that it will amend this agreement to
        eliminate the maximum affected portion of the six-month wait.


        
        (b)     Continued Health Insurance. During the Separation
        Pay Period, you and any currently enrolled dependents will be provided with continued
        coverage under the Company's health insurance plans at the same rates and under the same
        terms and conditions that are applicable to the Company's actively employed executives.
        Nothing in this Section 2(b) is to be construed to limit the Company's ability to
        amend, modify, or terminate any or all of the health insurance plans. At any time during
        the Separation Pay Period that the Company is unable to maintain such coverage for you
        under any of its plans, you will be provided with no less than forty-five (45) days' prior
        written notice of your opportunity to elect continuing coverage under the federal law known
        as "COBRA," or applicable state law. In such event, the Company shall reimburse you fully,
        including appropriate tax gross-ups, for any COBRA premium payments you elect to make with
        respect to any portion of the Separation Pay Period.


        
        (c)     Vesting of Stock Grant. Any unvested portion of the
        fifty-five thousand shares of the Company's common stock (the "Stock Grant") that are
        described in Section 2(c) of the Employment Agreement will vest on the Effective Date, as
        defined in Section 20 below. Such vesting is expressly conditioned upon, and you
        agree that you will forfeit and be divested of any portion of the Stock Grant that
        otherwise would have vested pursuant to this Section 2(c) if you fail to adhere to,
        the following restrictions:


        
        2

        

        
        

        
        (i)     Standstill and Lock-Up. You agree that
        during the period beginning on the date that you sign this Agreement and ending on the
        later of (x) the ninetieth (90) calendar day following the Termination Date, or (y) the
        conclusion of the first stockholder meeting (including adjournments, if any) in which
        stockholders are asked to vote on the Acquisition and the Merger, (the "Standstill
        Period"), you will not purchase or otherwise acquire, and you will not sell or otherwise
        dispose of, any stock or other securities of any of the GoAmerica Entities, provided
        that, in the event the GoAmerica stockholders reject consummation of either the
        Acquisition or the Merger, the prohibitions against disposing of GoAmerica stock shall
        cease to apply to you, effective on the date that such rejection is recorded. From the
        Termination Date through the Separation Pay Period, you agree that you will not acquire,
        and will not act in concert with any “person” (for purposes of this
        Agreement, defined as such term is used in Sections 13(d)(3) and 14(d)(2) of the Securities
        Exchange Act of 1934, as amended) or with more than one person acting as a group that
        acquires, securities of the Company representing more than one percent of the combined
        voting power of the Company's outstanding voting securities.


        
        (ii)     Voting Agreement. You agree that during the
        Standstill Period, you will and hereby do consent to any and all decisions and actions by
        the Company that are necessary to effectuate, or are otherwise related to, the Company's
        consummation of (A) the acquisition by GoAmerica Relay Services Corp. of the
        telecommunications relay service business of MCI Communications Services, Inc. d/b/a
        Verizon Business Services (the "Acquisition"), and (B) the series of related transactions
        culminating in the Company's acquisition of Hands On Video Relay Services, Inc. via
        statutory merger (the "Merger"). You further agree that in order to memorialize your
        consent pursuant to this Section 2(c)(ii), you will execute the Voting Agreement
        attached hereto as Exhibit B, which contains the terms set forth herein.


        


        
        3.     General Release. You agree to the release provisions
        in this Section 3 in consideration of the commitments made by the Company in this
        Agreement. The Company agrees to the release provisions in this Section 3 in
        consideration of the commitments made by you in favor of the Company in this Agreement.


        
        (a)     Release of Claims. Except to the extent otherwise
        provided in this Section 3, you agree, on behalf of yourself and your heirs,
        executors, administrators, and assigns, to release and discharge the Company, the GoAmerica
        Entities, Hands On Video Relay Services, Inc, CCP A, L.P., and for each of the foregoing,
        their current and former officers, directors, investors, shareholders (including employees,
        owners, agents, or affiliates of shareholders), employees, agents, owners, subsidiaries,
        divisions, affiliates, limited or general partners, related entities, successors, and
        assigns (the "Released Parties") from any and all manner of actions and causes of action,
        suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments, charges,
        claims, and demands whatsoever (collectively referred to herein as "Losses") that you and
        your heirs, executors, administrators, and assigns have, or may hereafter have, against the
        Released


        
        3

        

        
        

        
        Parties or any of them arising out of or by reason of any cause, matter, or thing
        whatsoever arising at any time on or before the date on which you sign this Agreement,
        including, without limitation, (i) your employment with the GoAmerica Entities and the
        termination thereof, (ii) the Employment Agreement, and (iii) all matters arising
        under any federal, state, or local statute, rule, or regulation, or principle of contract
        law or common law, including but not limited to:


        	
                	
                    
                    §     

                	
                    the
                    Age Discrimination in Employment Act of 1967, as amended, 29
                    U.S.C. §§ 621 et seq . (the "ADEA");

                


        


        	
                	
                    
                    §     

                	
                    the
                    Worker Adjustment and Retraining Notification Act of 1988, as
                    amended, 29 U.S.C. §§ 2101 et seq.;

                


        


        	
                	
                    
                    §     

                	
                    the
                    National Labor Relations Act of 1935, as amended, 29 U.S.C.
                    §§ 151 et seq.;

                


        


        	
                	
                    
                    §     

                	
                    the
                    Family and Medical Leave Act of 1993, as amended, 29 U.S.C.
                    §§ 2601 et seq.;

                


        


        	
                	
                    
                    §     

                	
                    
                    Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C.
                    §§ 2000e et seq.;

                


        


        	
                	
                    
                    §     

                	
                    the
                    Americans with Disabilities Act of 1990, as amended, 42 U.S.C.
                    §§ 12101 et seq.;

                


        


        	
                	
                    
                    §     

                	
                    the
                    Employee Retirement Income Security Act of 1974, as amended, 29
                    U.S.C. §§ 1001 et seq.;

                


        


        	
                	
                    
                    §     

                	
                    the
                    New Jersey Law Against Discrimination, as amended, N.J. Stat.
                    Ann. §§ 10:5-1 et seq.; and

                


        


        	
                	
                    
                    §     

                	
                    
                    any other equivalent federal, state, or local statute.

                


        


        
        Notwithstanding anything in this Section 3, you do not release or discharge the
        Released Parties from any Losses arising under the ADEA that arise after the date on which
        you sign this Agreement.


        
        (b)     No Filing of Claims or Charges. You warrant that
        you have not filed, and agree not to file, any complaint or claim against any of the
        Released Parties before any federal, state, or local court relating to the Employment
        Agreement, your employment with the GoAmerica Entities as of the date of this Agreement,
        and the termination thereof pursuant to the terms of this Agreement, and the Company
        warrants that it has not filed, and agrees not to file, any complaint or claim against you
        relating to the Employment Agreement, your employment with the GoAmerica Entities or the
        termination thereof pursuant to the terms of this Agreement, or any Losses the Company may
        have against you on or before the date of this Agreement. You understand that you are
        giving up your right to sue any of the Released Parties for claims released under
        Section 3(a) above.


        
        You further warrant that you have not filed, and agree, to the maximum extent permitted by
        law, not to file, or cause to be filed on your behalf, any complaint, charge, or claim
        against any of the Released Parties before any federal, state, or local agency or other
        body relating to the Employment Agreement, your employment with the GoAmerica Entities, and
        the termination thereof. Notwithstanding the prior sentence, to the extent that applicable
        law does not permit you to waive your right to file a complaint, charge, or claim with such
        an agency or other body,


        
        4

        

        
        

        
        then you hereby waive your right to, and agree not to, seek, receive, collect, or benefit
        from any monetary or other compensatory settlement, award, judgment, or other resolution
        (including a resolution that would otherwise provide for reinstatement to employment) of
        any complaint, charge, or claim that any agency or other body pursues against any of the
        Released Parties, whether pursued solely on your behalf or on behalf of a greater class of
        individuals. You understand that, to the fullest extent permitted by law, you are
        giving up your right to file a claim with any governmental agency (such as the Equal
        Employment Opportunity Commission) against any of the Released Parties with respect to
        matters covered by Section 3(a) above, and in any event,
        are giving up the right to benefit financially from any claim pursued by such an agency or
        to be reinstated to employment as a result of such a claim.


        
        However, you understand that nothing in this Section 3 precludes or prevents you
        from filing a claim with the Equal Employment Opportunity Commission that challenges the
        validity of the release in Section 3(a) above solely with respect to your waiver of
        any Losses arising under the ADEA on or before the date on which you sign this
        Agreement.


        
        (c)     Effectiveness of this Release. This Agreement,
        including the release in Section 3(a) above, does not become effective until the
        Effective Date, as set forth in Section 20 below.


        
        (d)     No Admission of Liability. It is understood that
        nothing in this Agreement, including this Section 3, is to be construed as an
        admission on behalf of the Released Parties of any wrongdoing with respect to you or on
        your behalf of any wrongdoing with respect to the Released Parties, any such wrongdoing
        being expressly denied.


        
        4.     Return of GoAmerica Entities' Property. Upon the
        Termination Date, or sooner upon request by the Company, you will promptly deliver to the
        Company and not keep in your possession, recreate, or deliver to any other person or
        entity, any and all property that belongs to any of the GoAmerica Entities, or that belongs
        to any other third party and is in your possession as a result of your employment with the
        GoAmerica Entities, whether created by you or another party, including, without limitation,
        computer hardware and software, personal data assistants (including Palm Pilots,
        Blackberries, and any similar devices), mobile telephones, pagers, other electronic
        equipment, records, data, customer lists and information, supplier lists and information,
        notes, reports, correspondence, financial information, account information, product and
        services information, files, other Confidential Information (as defined in Section 4 of
        Exhibit A to the Employment Agreement), and other documents and information, including any
        and all copies of the foregoing.


        
        5.     Survival of Obligations under the Employment
        Agreement. You acknowledge and agree that you will comply with, and continue to be
        bound by, the provisions of Section 8 (titled "Restrictive Covenant") of the Employment
        Agreement and Exhibit A (titled "Employee's Invention Assignment and Confidentiality
        Agreement") to the Employment Agreement as if those provisions were expressly set forth in
        this Agreement. Those provisions are hereby incorporated into this Agreement by reference.
        Your obligations under Section 8 of the


        5

        

        
        

         
        


        
        Employment Agreement will continue in consideration of the Separation Benefits and are
        irrespective of whether you are receiving the compensation specified in Section 6(a) of the
        Employment Agreement.


        
        6.     Non-Disparagement. You will not disparage the
        Released Parties or take any action that could be construed as disparaging them or
        portraying them in a negative light, or take any action that would lead to unfavorable
        publicity for them, whether such disparagement, portrayal, or action is made publicly or
        privately, including, without limitation, in any and all interviews, oral statements,
        written materials, electronically-displayed materials, and materials or information
        displayed on Internet websites (collectively the "Disparagement Conditions"). The Company
        agrees that it will comply with the Disparagement Conditions as they relate to you.


        
        Notwithstanding anything in this Section 6, you will not be prevented from complying
        with any court order, subpoena, or government investigation, but you agree not to
        participate in or provide assistance to any private litigation against the Released Parties
        relating to any period prior to the Termination Date, other than as provided in this
        paragraph.


        
        7.     Equitable Remedies. You and the Company acknowledge
        that the remedy at law for the other party's breach of this Agreement (including the
        provisions of the Employment Agreement referenced in Section 5 above) may be
        inadequate, and that the damages flowing from such breach will not be readily susceptible
        to being measured in monetary terms. Accordingly, upon a breach or threatened breach of
        this Agreement by a party (including the provisions of the Employment Agreement referenced
        in Section 5 above), the other party (specifically, the Company or any Released
        Party in the event of your breach) will be entitled to immediate injunctive relief (or
        other equitable relief) and may obtain a temporary order restraining any breach or further
        breach. No bond or other security will be required to obtain such relief, and you and the
        Company each consent to the issuance of such equitable relief. Nothing in this Section
        7 will be deemed to limit a party's remedies at law or in equity that may be pursued or
        availed of by such party for any breach or threatened breach by the other party of any
        provision of this Agreement (including the provisions of the Employment Agreement
        referenced in Section 5 above).


        
        8.     Judicial Modification. It is the intent of the
        parties hereto that the restrictions contained in this Agreement (including the provisions
        of the Employment Agreement referenced in Section 5 above) be enforced to the
        fullest extent permissible under the laws of each jurisdiction in which enforcement is
        sought. If any restriction contained in this Agreement (including the provisions of the
        Employment Agreement referenced in Section 5 above) is for any reason held by a
        court to be excessively broad as to duration, activity, geographical scope, or subject,
        then such restriction will be construed, judicially modified, or "blue penciled" in such
        jurisdiction so as to thereafter be limited or reduced to the extent required to be
        enforceable in such jurisdiction in accordance with applicable law. If any restriction
        contained in this Agreement (including the provisions of the Employment Agreement
        referenced in Section 5 above) is held to be invalid, illegal, or unenforceable in
        any respect under any applicable law in


        
        6

        

        
        

        any jurisdiction, then such invalidity, illegality, or unenforceability will not affect
        any other provision of this Agreement (including the provisions of the Employment Agreement
        referenced in Section 5 above), but such restriction will be reformed, construed,
        and enforced in such jurisdiction as if such invalid, illegal, or unenforceable restriction
        had never been contained in this Agreement. No such holding of invalidity, illegality, or
        unenforceability of any provision of this Agreement (including the provisions of the
        Employment Agreement referenced in Section 5 above) in any jurisdiction will affect
        the validity, legality, or enforceability of such provision in any other jurisdiction.


        
        9.     Cooperation. During the Restricted Period (as
        defined in Section 8 of the Employment Agreement), if reasonably deemed necessary by the
        Company, you will reasonably assist and cooperate with the Company (and its directors,
        officers, shareholders, employees, agents, and attorneys) in all respects in connection
        with (a) the consummation of the Acquisition and the Merger, as well as any corporate
        transactions related thereto, and (b) the conduct of any pending or future action,
        proceeding, internal investigation, governmental or regulatory investigation, civil or
        administrative proceeding, arbitration, or litigation involving any of the GoAmerica
        Entities, including, without limitation, any such action, proceeding, investigation,
        arbitration, or litigation in which you are called to testify, and you will promptly
        respond to all reasonable requests by the Company relating to information that may be in
        your possession, provided that this obligation will exist regardless of whether the Company
        is named as a party or as a subject or target of any action, proceeding, investigation,
        arbitration, or litigation. During this period (i) you will perform all acts and execute
        and deliver all documents that may be reasonably necessary to fulfill your obligations
        under this Section 9; (ii) the Company will promptly reimburse you for any
        reasonable out-of-pocket and travel expenses incurred by you in connection with your
        fulfillment of your obligations under this Section 9, provided that any such expense
        has been approved by the Company, in writing, before you incur such expense; (iii) the
        Company shall pay you One Hundred Dollars ($100.00) per hour for any work performed by you
        at the Company's request that is performed at a location of your choosing, and shall pay
        you One Hundred and Fifty Dollars ($150.00) per hour for any work performed by you at the
        Company's request if your presence is required at a location specified by the Company,
        travel time included, and (iv) the Company shall provide you with an independent Blackberry
        unit providing data and cell phone services at no expense to you.


        
        10.     Retirement Plan Benefits and COBRA Election.
        Distributions from the Company's retirement plan, if any, will be made to you in accordance
        with the terms of such plan. By separate letter, you will be notified of your right to
        elect to continue your health insurance coverage, at your cost (except as otherwise
        provided in this Agreement), under the federal law known as "COBRA" (and any applicable
        state law).


        
        11.     Necessary Amendments Due to Section 409A. You and
        the Company acknowledge that the requirements of Section 409A are still being developed and
        interpreted by government agencies, that certain issues under Section 409A remain unclear
        at this time, and that the parties hereto have made a good faith effort to comply with
        current guidance under Section


        
        7

        

        
        

         
        


        
        409A. Notwithstanding anything in this Agreement to the contrary, in the event that
        amendments to this Agreement are necessary in order to comply with future guidance or
        interpretations under Section 409A, you agree that the Company will be permitted to make
        such amendments, on a prospective and/or retroactive basis, in its sole discretion. You
        agree to take any action reasonably required of you by the Company to effectuate any
        necessary amendments.


        
        12.     No Other Compensation. You acknowledge that the
        only compensation and benefits to which you will be entitled from the Company are set forth
        in this Agreement and that you are not entitled to any other compensation, including any
        benefits not specifically described herein from any of the GoAmerica Entities.


        
        13.     Entire Agreement; Amendment. This Agreement
        contains the entire agreement between you and the Company with respect to the subject
        matter of this Agreement, and supersedes any and all prior agreements and understandings,
        whether oral or written, between you and any of the GoAmerica Entities with respect to the
        subject matter of this Agreement. For the avoidance of doubt, the Employment Agreement is
        superseded by this Agreement except to the extent that certain provisions of the Employment
        Agreement are incorporated into this Agreement. This Agreement may be amended only by an
        agreement in writing signed by you and an authorized representative of the Company.


        
        14.     Severability. In the event that any of the
        provisions of this Agreement, or the application of any such provisions to you or the
        Company with respect to obligations hereunder, is held to be unlawful or unenforceable by
        any court, then the remaining portions of this Agreement will remain in full force and
        effect and will not be invalidated or impaired in any manner.


        
        15.     Successors and Assigns. This Agreement, and your
        rights and obligations hereunder, may not be assigned by you. The Company may assign its
        rights, together with its obligations hereunder, in connection with any sale, transfer, or
        other disposition of all or substantially all of its business and assets, provided that any
        such assignee of the Company agrees in writing to be bound by the provisions of this
        Agreement. The Company will give you reasonable notice of any such assignment.


        
        16.     No Other Representations. You acknowledge that the
        Company has made no representations or warranties to you concerning the terms,
        enforceability, or implications of this Agreement other than those contained in this
        Agreement.


        
        17.     Knowing and Voluntary Agreement; No Duress. You
        represent and warrant that you fully understand the terms of this Agreement, including the
        release provisions in Section 3 above, and that you knowingly and voluntarily, of
        your own free will, without any duress, being fully informed, and after due deliberation,
        accept its terms and sign the same as your own free act.


        
        8

        

        
        

         
        


        
        18.     Right to Seek Counsel. You understand that you have
        the right to seek, and acknowledge that the Company has encouraged you to seek, the advice
        of legal counsel before entering into this Agreement, including advice regarding the terms,
        enforceability, and implications of this Agreement. To the extent that you elect to enter
        into this Agreement without legal representation, you do so voluntarily.


        
        19.     Consideration Period. You understand that you may
        take up to twenty-one (21) days to consider whether to execute this Agreement.
        Alternatively, having had the advice of counsel or voluntarily waiving the right to obtain
        such advice, you may knowingly waive some or all of such 21-day period.


        
        20.     Right to Revoke Agreement; Effective Date. You
        understand that you have seven (7) days after executing this Agreement during which you may
        revoke such execution. In the event that you wish to make such a revocation, you must
        deliver written notice of such revocation to Mr. Daniel R. Luis within such seven-day
        period. Such revocation should be delivered to Mr. Luis at 433 Hackensack Avenue, 3rd
        Floor, Hackensack, New Jersey 07601, or faxed to him at (201) 996-1772.


        
        In the event of revocation, you understand that this Agreement will not be effective
        and that the Company will not be bound by the commitments contained in this
        Agreement.


        
        If seven (7) days pass without such notice of revocation being received by Mr. Luis,
        then this Agreement will become binding and effective on the 8th day after you execute this
        Agreement (the "Effective Date").


        
        21.     Governing Law. This Agreement will be governed by,
        and construed in accordance with, the laws of the State of New Jersey without giving effect
        to its conflict of laws principles.


        
        22.     Venue. Any action by the Company seeking equitable
        relief under this Agreement may be instituted in any state or federal court having proper
        subject matter jurisdiction located within the States of New Jersey or New York, or in any
        other court in which jurisdiction is otherwise proper. Accordingly, you irrevocably and
        unconditionally (a) submit to the jurisdiction of any such court and (b) waive
        (i) any objection to the laying of venue of any such action brought in such court and
        (ii) any claim that any such action brought in any such court has been brought in an
        inconvenient forum.


        
        23.     Counterparts. This Agreement may be executed in
        counterparts, each of which so executed will be deemed to be an original, and both such
        counterparts will, when executed by the parties hereto, together constitute but one
        agreement.


        
        * * * * * *


        
        9

        

        
        

         
        


        
        If this Agreement accurately sets forth the terms of our agreement, please countersign this
        Agreement below and return it to my attention.


        
                              
        Sincerely,


        
                             
        GOAMERICA, INC.




        By: /s/ Daniel R. Luis          
          

           Name: Daniel R. Luis

           Title: Chief Executive Officer


        


        
        I, Wayne D. Smith, have read the above Agreement, understand and agree with its terms,
        agree to be bound by its terms, and have received a copy.


        


        
               /s/ Wayne D.
        Smith        

               Wayne D. Smith

  

               October 11,
        2007          

               Date of Signature


        
        10

        


        

        


        
        VOTING AGREEMENT


        


        
        This VOTING AGREEMENT (this “Agreement”) is entered into as of October
        11, 2007, by and between GoAmerica, Inc., a Delaware corporation
        (“GoAmerica”), and Wayne D. Smith ("Mr. Smith") (each a
        “Party,” and collectively, the “Parties”).


        


        
        RECITALS

         

        


        
        A.     Reference is hereby made to
        that certain Separation Letter Agreement, dated as of even date herewith, by and between
        the Parties (the "Separation Agreement"), pursuant to which, and subject to
        the terms and conditions whereof, Mr. Smith's employment by GoAmerica and all of its
        subsidiaries and affiliates shall be terminated (the "Termination ") and GoAmerica
        shall pay or provide to Mr. Smith certain Separation Payments (as defined in the Separation
        Agreement) and other separation benefits. Capitalized terms used herein without being
        defined have the same meanings that they are given in the Separation Agreement.


        


        
        B.     As a condition to the willingness of GoAmerica to enter
        into the Separation Agreement and to pay or provide the separation benefits described
        therein, GoAmerica has requested that Mr. Smith enter into this Agreement, and Mr. Smith is
        willing to enter into this Agreement for such purpose.


        


        
        AGREEMENT

         


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

         

        


        
        1.     Cooperation by Mr.
        Smith.


         
        


        
        (a)     Until the time specified in Section 4 below, Mr.
        Smith agrees that, solely in his capacity as a stockholder of GoAmerica, (i) at any
        stockholders' meeting of GoAmerica at which any approval or consent of matters in
        connection with the Merger shall be sought, Mr. Smith shall cause all shares of GoAmerica
        Common Stock owned by him as of the date of such stockholders' meeting, and any other
        voting securities of GoAmerica, whether issued before or after the date of this Agreement,
        that Mr. Smith purchases or with respect to which Mr. Smith otherwise acquires record or
        beneficial ownership after the date of this Agreement (such shares of GoAmerica Common
        Stock and any other voting securities owned or held by Mr. Smith, the
        “Shares”) to be counted as present thereat for the purpose of
        establishing a quorum and voted in person or by proxy in favor of the approval of the
        Merger and the issuance of GoAmerica Common Stock in connection with the consummation of
        the Merger as provided in the Agreement and Plan of Merger, dated as of September 12, 2007,
        by and among GoAmerica, HOVRS Acquisition Corporation, Hands On Video Relay Services, Inc.,
        and Bill M. McDonagh as Stockholders' Agent (the "Merger Agreement"), and any additional
        matters relating to the consummation of the Merger submitted to a vote of GoAmerica's
        stockholders pursuant to Section 6.4 of the Merger Agreement and any other
        transactions specifically contemplated by the Merger Agreement, (ii) Mr. Smith shall
        not take or permit any of his representatives or agents to

        

        
        

         
        


        
        take actions inconsistent with his obligations under this Agreement, and (iii) Mr.
        Smith agrees that Daniel R. Luis, in his capacity as an officer of GoAmerica, shall act,
        and is hereby appointed, as the agent, proxy and attorney-in-fact for Mr. Smith, with full
        power of substitution and resubstitution, solely to cause the Shares to be counted as
        present and to vote the Shares prior to the termination of this Agreement in accordance
        with Section 1(a)(i). With respect to the proxy and power of attorney granted by Mr.
        Smith under Section 1(a)(iii), (w) Mr. Smith shall take such further action or
        execute such other instruments as may be reasonably necessary to effectuate the intent of
        such proxy, (x) such proxy and power of attorney shall be irrevocable during the term
        of this Agreement, shall be deemed to be coupled with an interest sufficient in law to
        support an irrevocable proxy and shall revoke any and all prior proxies granted by Mr.
        Smith inconsistent with such proxy, (y) such power of attorney is a durable power of
        attorney and shall survive the bankruptcy of Mr. Smith, and (z) such proxy and power
        of attorney shall terminate upon the termination of this Agreement.


        
        (b)     Notwithstanding any provision hereof to the contrary, Mr.
        Smith shall not be required to vote any GoAmerica securities held by him, nor shall the
        power of attorney granted pursuant to Section 1(a) above be effective to authorize
        Daniel R. Luis to vote any such securities, on any matter with respect to which the
        Marketplace Rules of The NASDAQ Stock Market LLC either provide that such securities may
        not be voted, or that such securities may not be counted on determining the outcome of the
        vote in question.


        
        2.     Conduct of Mr. Smith
        Pending Closing. Until the time specified in Section 4 below, and except for the
        voting agreement and proxy appointment under Section 1 and all other agreements and
        obligations of Mr. Smith hereunder, unless authorized in advance by the GoAmerica Board of
        Directors, Mr. Smith, solely in his capacity as a stockholder of GoAmerica, agrees
        (a) not to sell or otherwise transfer any of his Shares or any economic, voting or
        other direct or indirect interest therein unless the transferee with respect to such Shares
        agrees in writing to be bound hereby, (b) not to grant a proxy or enter into any
        voting agreement concerning any of the Shares that is inconsistent with the terms of this
        Agreement, and (c) at any meeting of the stockholders of GoAmerica, to vote (or cause
        to be voted) the Shares against (x) any merger agreement or merger, consolidation,
        combination, sale of substantial assets, reorganization or recapitalization of or by
        Acquirer or any of its subsidiaries (except in connection with the Merger, the other
        transactions contemplated by the Merger Agreement and the transactions contemplated by that
        certain Asset Purchase Agreement dated as of August 1, 2007 by and between GoAmerica Relay
        Services Corp. (formerly Acquisition 1 Corp.) and MCI Communications Services, Inc. (the
        “Asset Purchase Agreement”)), or (y) any amendment of GoAmerica's
        certificate of incorporation or bylaws or other proposal or transaction involving GoAmerica
        or any of its subsidiaries (except in connection with the Merger, the other transactions
        contemplated by the Merger Agreement and the transactions contemplated by the Asset
        Purchase Agreement), for the purpose of impeding, frustrating, preventing or nullifying the
        Merger Agreement, the Merger or any of the other transactions contemplated by the Merger
        Agreement.


        


        
        3.     Representations and Warranties. Mr. Smith hereby
        represents and warrants to GoAmerica that: (a) Mr. Smith has the power and authority
        to enter into and deliver this Agreement and perform his obligations under this Agreement,
        (b) this Agreement is binding on

        

        
        

        Mr.
        Smith and enforceable in accordance with its terms, except as enforceability may be limited
        by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
        other similar laws affecting the enforcement of creditors' rights generally or by general
        equitable principles relating to enforceability, (c) the execution and delivery of
        this Agreement and the performance by Mr. Smith of his obligations hereunder do not require
        the authorization, consent, approval, license, exemption or other action by, or filing
        with, any third party or governmental authority, do not violate applicable law or conflict
        with or result in a breach of any of Mr. Smith's contractual obligations, and (d) all
        Shares owned by Mr. Smith are free and clear of any liens, claims or encumbrances of any
        kind apart from Mr. Smith's obligations under this Agreement.


        


        
        4.     Termination. The obligations of Mr. Smith under this
        Agreement shall terminate upon the later of (a) the ninetieth (90) calendar day following
        the Termination Date, or (b) the conclusion of the first stockholder meeting (including
        adjournments, if any) in which stockholders are asked to vote on the Merger.


        


        
        5.     Notice. All notices and other communications
        required by or relating to this Agreement shall be in writing and shall be deemed duly
        delivered: (i) upon receipt, if delivered personally; (ii) three business days after being
        mailed by registered or certified mail, postage prepaid, return receipt requested; (iii)
        one business day after it is sent by commercial overnight courier service; or (iv) upon
        transmission, if sent via facsimile with confirmation of receipt to the parties at the
        following address (or at such other address for a party as shall be specified upon like
        notice):


        
             If to GoAmerica, to:


        
        GoAmerica, Inc.

        433 Hackensack Avenue

        Hackensack, NJ 07601

        Attention: Daniel R. Luis

        Fax:     (201) 996-1772


        
        Tel:     (201) 996-1717


        
        with a copy to:


        
        Chadbourne & Parke LLP

        1200 New Hampshire Avenue, N.W.

        Washington, DC 20036

        Attention: Dana Frix

        Fax:     (973) 974-6791


        
        Tel:     (202) 974-5691


        If to Mr.
        Smith, to:


        
             Mr. Wayne D. Smith

             [Address]

             Tel and Fax:


         
        

        

        
        

        
        

             


        


        
             6.     Entire Agreement. This
        Agreement supersedes all prior agreements between the parties with respect to its subject
        matter and constitutes a complete and exclusive statement of the terms of the agreement
        between the parties with respect to its subject matter.

         

             7.     No Other Rights.
        Nothing in this Agreement shall be considered to give any person other than the Parties any
        legal or equitable right, claim or remedy under or in respect of this Agreement or any
        provision of this Agreement. This Agreement and all of its provisions are for the sole and
        exclusive benefit of the parties and their respective successors and permitted assigns.

         

             8.     Equitable Relief. Each
        Party acknowledges that a breach by it of any provision contained in this Agreement will
        cause the other Party to sustain damage for which they would not have an adequate remedy at
        law for money damages, and therefore the Parties agree that in the event of any such
        breach, the aggrieved Party shall be entitled to the remedy of specific performance of the
        Agreement and injunctive and other equitable relief in addition to any other remedy to
        which it may be entitled, at law or in equity.

         

             9.     Severability. If any
        provision of this Agreement is held invalid or unenforceable by a court of competent
        jurisdiction, the other provisions of this Agreement shall remain in full force and effect.
        Any provision of this Agreement which is held invalid or unenforceable only in part shall
        remain in full force and effect to the extent not held invalid or unenforceable.

         

             10.     Headings. All
        references in this Agreement to "Section" or "Sections" refer to the corresponding numbered
        section or sections of this Agreement. All words used in this Agreement shall be construed
        to be of the appropriate gender or number as the context requires. Unless otherwise
        expressly provided, the word “including” does not limit the preceding words or
        terms.

         

             11.     Counterparts. This
        Agreement may be executed in one or more counterparts, each of which shall be considered an
        original copy of this Agreement and all of which, when taken together, shall be considered
        to constitute one and the same agreement.

         

             12.     Governing Law. This
        Agreement shall be governed by and construed in accordance with the laws of the State of
        Delaware without regard to that state's conflicts of laws principles.

         

             13.     Amendments; Waivers.
        Any amendment or modification of any provision of this Agreement, and any consent to any
        departure by either Party from the terms of any provision of this Agreement, shall be
        effective only if it is made or given in writing and signed by the Parties. Notwithstanding
        the foregoing sentence, any failure of either Party to comply with any obligation,
        covenant, agreement or condition herein may be waived by the other Party only by a written
        instrument signed by the waiving Party granting such waiver. No such waiver or failure to
        insist upon strict compliance with such obligation, covenant, agreement or condition
        shall


         
        

        

        
        

         
        


        operate
        as a waiver of, or estoppel with respect to, any subsequent or other failure. The failure
        of any party to assert any of its rights under this Agreement or otherwise shall not
        constitute a waiver of those rights.

         

             14.     Successors and
        Assigns. This Agreement shall apply to, be binding in all respects upon and inure to
        the benefit of the Parties and their respective successors and permitted assigns. Neither
        Party may assign any of its rights under this Agreement without the prior written consent
        of the other Party.


         
        


        
        [Remainder of page intentionally left blank – signatures on following
        page]

        

        
        

         
        


        
        IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the
        date first above written.


        


        
        


        	 
                	
                    
                    GOAMERICA, INC.

                    

                    

                    By: /s/ Daniel R.
                    Luis             
                     

                    
                         Daniel R.
                    Luis


                    
                         Chief Executive
                    Officer

                    

                
	 
                	
                    

                    

                    WAYNE D. SMITH

                    

                    /s/ Wayne D.
                    Smith               


                    

                


        



        
        [Signature page to Voting Agreement]