GOAMERICA INC
LETTER OF AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>ex10-2.txt
<DESCRIPTION>LETTER OF AGREEMENT
<TEXT>


<PAGE>

                                                                    Exhibit 10.2


          Confidential Materials omitted and filed separately with the
                  Securities and Exchange Commission.
                          Asterisks denote omissions.

                           Research In Motion Limited
              295 Phillip Street, Waterloo, Ontario Canada, N2L 3W8
            tel: (519) 888-7465 Fax: (519) 888-1975 web: www.rim.net





August 31, 2000


GoAmerica Inc.
401 Hackensack Avenue
Hackensack, NJ 07601
U.S.A.

Dear Sirs:

         Re:    Letter of Agreement ("LOA") between Research In Motion Limited
                ("RIM") and GoAmerica Inc. ("BSP") (individually, a "Party" and
                collectively, the "Parties")

         A.     Whereas the Parties have entered into a BSP Agreement dated
                August 1, 2000 for the purposes of allowing BSP to acquire
                Products to be used with the BlackBerry Internet Edition Service
                ("BBIE");

         B.     Whereas the Parties wish to extend the terms of the BSP
                Agreement to allow BSP to acquire Products to be used with the
                BlackBerry Exchange Edition ("BBEE");

         C.     Whereas the Parties wish to amend the terms of the BSP Agreement
                as it relates to both tie BBIE services and BBEE services in
                relation to Tier I and Tier II support;

         D.     Now therefore, the terms of this LOA confirm the agreement
                between the Parties allowing BSP to acquire the BBEE Services in
                accordance with the terms of the BSP Agreement as incorporated
                herein and the additional terms and conditions set out herein;



<PAGE>


Now Therefore, the Parties agree as follows:

1)       For the purposes of allowing RIM to offer BBEE Services to BSP:

         a)       all of the terms of the BSP Agreement are incorporated by
                  reference herein to the extent that they do not conflict with
                  the terms of this LOA except as follows:

                  i)       Section 7.05 of the BSP Agreement is hereby deleted
                           and the following substituted:

                           7.05 Effect of Termination. Upon expiration or
                           termination of this Agreement the BSP rights granted
                           pursuant to this Agreement shall cease except the BSP
                           rights granted pursuant to Section 2.01 shall
                           continue until such time as the BSP has depleted the
                           BSP inventory or eighteen (18) months from the last
                           date Product is delivered to the BSP pursuant to an
                           order accepted by RIM and not yet fulfilled,
                           whichever occurs first. In addition, the BSP shall
                           return to RIM any and all marketing materials
                           supplied to BSP by RIM in support of this Agreement
                           and, if applicable, shall certify in writing that all
                           archival or backup copies of the applicable
                           BlackBerry Software have been deleted from any
                           computer system and destroyed. Service for any
                           Product delivered on or before the expiration of the
                           Term, for which Service has been activated, shall be
                           continued through the end of the 18th month from the
                           date of the last delivery of Products under this
                           Agreement, subject to the Service Fees pursuant to
                           this Agreement and subject to the provisions in
                           Schedule A concerning increases in service fees, and
                           providing BSP is not in default of any Fees due to
                           RIM (the "Post-Termination Service Term"). The BSP
                           shall provide notice to RIM at least three (3) months
                           prior to the expiration of the Post-Termination
                           Service Term as to whether the BSP desires to
                           continue to purchase Service after the
                           Post-Termination Service Term. Should the BSP wish to
                           continue such Service, the Parties will make
                           commercially reasonable efforts to negotiate an
                           appropriate Service Agreement prior to the expiration
                           of the Post-Termination Service Term. In the event
                           that such negotiations are unsuccessful, and/or the
                           BSP does not wish to continue Service, SSP agrees
                           that it shall, assign all of its End-Users using the
                           Services to RIM (to the extent that such End-User
                           agreements can be assigned to RIM using commercially
                           reasonable efforts) and shall provide a full list of
                           such End-Users to RIM so that BSP may continue to
                           provide Services directly to such End-Users, should
                           RIM be prepared to assume responsibility for
                           providing continued Service for such End-Users. BSP
                           further agrees, that during the term of this
                           Agreement and for a period of four (4) months after
                           the termination of this Agreement, it will not
                           directly or indirectly solicit such End-Users who are
                           using the Services at the expiration of the
                           Post-Termination Service Term to discontinue the use
                           of such Services in favor of other competing
                           services, whether provided by the BSP or a third
                           Party.

                           Upon termination of this Agreement by RIM under
                           Section 6.01 or this Section 7, the rights granted
                           pursuant to this Agreement shall cease and the BSP
                           shall return to RIM any and all marketing materials
                           supplied to BSP by RIM in support of this

                                      -2-

<PAGE>

                           Agreement and, if applicable, shall certify in
                           writing that all archival or backup copies of the
                           applicable BlackBerry Software has been deleted from
                           any computer system and destroyed. In addition, RIM
                           reserves the right to de-activate any activated
                           Service pursuant to this Agreement, if BSP is in
                           default of payment of Fees due to RIM and such
                           default is not cured in accordance with Section 7.03
                           above.

                           Upon termination of this Agreement for any reason,
                           the BSP shall immediately pay to RIM any outstanding
                           Fees due to RIM and any subsequent Fees due for
                           Services and/or Products scheduled to be provided or
                           delivered, as applicable, as such become due, upon
                           receipt of an invoice from RIM. The termination of
                           this Agreement shall not limit either Party from
                           pursuing any other remedies available to it,
                           including injunctive relief, nor shall such
                           termination relieve the BSP from its obligation to
                           pay monthly Service Fees pursuant to this Agreement
                           until such time as all such Service has been
                           de-activated and/or any amounts due to RIM that the
                           BSP is required to pay under any Initial Order and/or
                           BSP Purchase Order or other similar ordering document
                           under this Agreement. The Parties' rights and
                           obligations under Sections 2.05, 3.08, 3.09, 6.01,
                           7.02, 7.05, and Articles 1, 5, 8, and 9 and such
                           sections and articles which by their nature are
                           intended to survive this Agreement shall survive
                           termination of this Agreement.

                  ii)      Schedule A is hereby amended to include the Products
                           listed in Attachment A hereto;

                  iii)     Schedule A is hereby further amended to change the
                           heading "BlackBerry Intemet Edition Handhelds" and
                           change it to "BlackBerry Internet Edition and
                           BlackBerry Exchange Edition Handhelds";

         b)       The following additional terms apply for the purposes of
                  allowing RIM to offer BBEE Services to BSP:

                  i)       The following definitions apply to the provision of
                           BBEE Services;

                           (1)      BSP's Service means any service marketed or
                                    otherwise distributed by BSP in Canada or
                                    the United States that includes a service to
                                    subscribed End-Users to permit each such
                                    End-User to send and receive email
                                    wirelessly using a BlackBerry Handheld in
                                    conjunction with the BlackBerry Wireless MS
                                    Exchange Email Service (as defined below).

                           (2)      Reseller's Service means any service
                                    marketed or otherwise distributed by a
                                    customer of BSP in Canada or the United
                                    States that includes a service to subscribed
                                    End-Users to permit each such End-User to
                                    send and receive email wirelessly using a
                                    BlackBerry Handheld in conjunction with the
                                    BlackBerry Wireless MS Exchange Email
                                    Service.

                                      -3-

<PAGE>

                           (3)      BlackBerry Wireless MS Exchange Email
                                    Service means a single mailbox service for
                                    email accounts provided by RIM that permits
                                    BSP's End-Users to send and receive MS
                                    Exchange email using the BlackBerry
                                    Handheld.

                  ii)      BSP shall have the non-exclusive right to access the
                           BlackBerry Wireless MS Exchange Email Service and to
                           provide, to BSP's End-Users, the BlackBerry Wireless
                           MS Exchange Email Service in conjunction with BSP's
                           Service.

                  iii)     BSP shall have the non-exclusive right to sell the
                           BlackBerry Wireless MS Exchange Email Service to
                           customers that purchase the BlackBerry Wireless MS
                           Exchange Email Service for resale in Canada and/or
                           the United States (each, a Reseller) and to provide,
                           to a Reseller's End-Users in Canada and/or the United
                           States, the BlackBerry Wireless MS Exchange Email
                           Service in conjunction with such Reseller's Service.

                  iv)      BSP shall have the non-exclusive right to sell the
                           BlackBerry Enterprise Server Software (Exchange
                           Edition) under the terms of Schedule A herein to
                           End-User customers that purchase the BlackBerry
                           Wireless MS Exchange Email Service provided BSP
                           maintains such competencies and qualifications as may
                           be reasonable required by RIM by any partner selling
                           the product.

                  v)       RIM agrees to make the BlackBerry Wireless MS
                           Exchange Email Service available to BSP's End-Users
                           in Canada and while such End-Users are roaming in the
                           United States, and to make the BlackBerry Wireless MS
                           Exchange E-mail Service available to BSP's End-Users
                           in United States and while such End-Users are roaming
                           in Canada. Any cost associated with enabling
                           End-Users to roam into the United States or Canada
                           shall be borne by the BSP.

                  vi)      RIM agrees to provide BSP all new minor releases,
                           minor improvements or minor upgrades to the
                           BlackBerry Wireless MS Exchange Email Service to BSP
                           during the term of this LOA at no additional cost.
                           Releases, improvement or upgrades that add
                           significant enhanced or new functionality or features
                           or that include third Party royalties, payments or
                           additional service access fees for which RIM is
                           normally charging or required to charge other Parties
                           for such releases, improvements or upgrades are not
                           included in this provision.

                  vii)     In consideration of the rights granted in this LOA,
                           BSP agrees to pay a Service Access Fee as specified
                           in Schedule A as amended by this Agreement. Such
                           Access Fee shall be payable 30 days after the end of
                           the calendar month for all customers who were
                           activated for any part or all of that calendar month.

                                      -4-

<PAGE>

                  viii)    In consideration of the rights granted in this LOA,
                           BSP agrees that it will not offer a Competitive
                           Corporate Email Service for use on the Mobitex
                           network for use with RIM Products (except those Bell
                           South Wireless Data email solutions that are
                           commercially available and which have been adopted by
                           BSP as of the effective date of this LOA). For
                           purposes hereof, "Competitive Corporate Email
                           Service" shall not include the use of a browser that
                           can be accessed from a wireless device that permits
                           users to a e-mail on corporate mail servers.

                  ix)      In consideration of the rights granted in this LOA,
                           BSP further agrees that it will not run BlackBerry
                           Software other than on RIM Hardware; provided
                           however, that should RIM allow a third Party to run
                           BlackBerry Software on other than RIM Hardware, then
                           (a) provided that RIM is not precluded by such third
                           Party from making the combined hardware and
                           BlackBerry Software solution (the "Combined
                           Solution") available to BSP, RIM shall make such
                           Combined Solution available to BSP on no less
                           favourable terms than it makes such Combined Solution
                           available to third Parties; or (b) BSP shall be
                           entitled to acquire such Combined Solution from the
                           third Party, provided that BSP shall first seek RIM's
                           consent, such consent not to be unreasonably
                           withheld, delayed or conditioned.

                  x)       BSP acknowledges RIM has filed patent applications
                           that are associated with RIM products and/or services
                           such as redirection of datagrams including email. As
                           such, BSP acknowledges that RIM has pending and/or
                           granted patent rights associated therewith.

2)       In relation, to both BBEE and BBIE Services, the BSP Agreement is
         hereby amended to provide that notwithstanding the provisions of
         Sections 1.14, 3.04 and 3.13:

         a)       RIM will provide Level 1 Support during the Support Term (as
                  hereinafter defined). Level 1 Support shall mean direct
                  technical support of RIM Products, consisting of: (a) a direct
                  response to Customer and user inquiries concerning the
                  performance of RIM Products, functionality or operation of RIM
                  Products; (b) a direct response to reported problems or
                  performance deficiencies with RIM Products; (c) a diagnosis of
                  problems or performance deficiencies of RIM Products; and (d)
                  the use of commercially reasonable efforts to resolve problems
                  or performance deficiencies in RIM Products, to the extent
                  that such resolution is possible over the telephone. Level 1
                  Support shall be made available by telephone (with call
                  logging and validation) so that End-Users may contact RIM's
                  help desk regarding technical and support questions and other
                  problems regarding use of RIM Products. If, after using its
                  reasonable commercial efforts, RIM is unable to answer a
                  support question or to correct a reported problem in RIM
                  Products, RIM will escalate the call to RIM's second level
                  support in accordance with RIM internal procedures.

                                      -5-

<PAGE>

          Confidential Materials omitted and filed separately with the
                      Securities and Exchange Commission.
                          Asterisks denote omissions.


                  Such Level 1 Support shall be provided for the period of
                  thirty (30) days from September 18, 2000 of this LOA or such
                  other period of time as agreed upon between the Parties in
                  writing (the"Support Term") on a 7 days a week, 24 hours per
                  day basis and RIM will be entitled to payment for such Level 1
                  Support as follows:

                  i)       $[**] as a flat fee during each month of the Support
                           Term; and

                  ii)      $[**] per each call for Level 1 Support.

         b)       At the end of the Support Term the provisions of Sections
                  1.14, 3.04 and 3.13d will be reinstated and the Parties will
                  comply with the obligations set out in those Sections
                  including those requiring BSP to provide Level 1 Support on a
                  7 days a week, 24 hours per day basis.

3)       Section 2.01 of the BSP Agreement is amended to include the following
         additional paragraph:

                  "BSP shall have no right to appoint, and shall not appoint,
                  additional service providers, distributors or resellers for
                  the Products except as expressly approved in writing by RIM,
                  such approval not to be unreasonably withheld, delayed, or
                  conditioned. Notwithstanding the forgoing, BSP shall not (a)
                  be precluded from accepting any referrals from third Parties
                  for sales to End-Users (b) be in breach of its contractual
                  obligations to the extent that it has appointed additional
                  service providers, distributors or resellers for Products in
                  relation to BBIE prior to September 18, 2000 of this LOA."

Please indicate GoAmerica's agreement with the terms and conditions set out in
this letter agreement by signing and dating this letter where indicated below.

Yours truly,

/s/ Jim Balsillie
Jim Balsillie
Chairman & Co-CEO

The undersigned, Joseph Korb, being a duly authorized signatory of GoAmerica and
on behalf of GoAmerica, hereby accepts the terms and conditions contained in
this LOA.


/s/ Joseph Korb
---------------------------------
Signature

                                      -6-

<PAGE>


                       Confidential Materials omitted and
          filed separately with the Securities and Exchange Commission.
                           Asterisks denote omissions.


                                   SCHEDULE A

                       PRODUCTS, SERVICE AND DOCUMENTATION


See Exhibit A-1 for the BlackBerry Enterprise Server Software (Exchange Edition)
specifications

Service and Service Fee:

<TABLE>
<S>                                                              <C>
         BlackBerry Exchange Edition (includes                   $[**] per month per End-User
         flat rate Mobitex service):

         BlackBerry Exchange Edition Service Access:             $[**] per month per End-User
         (applicable to 857 and 850-4, or in accordance with
         section 9.15 herein)
         For use with BSP-procured DataTac airtime service

         BlackBerry Enterprise Server Software (Exchange         $[**] per copy (MSRP $[**])
         Edition):
         (includes [**] Client Access Licenses)

         BlackBerry Client Access Licenses:                      $[**] per 10 licenses (MSRP $[**])
</TABLE>

All BES sold by BSP to end-users must be accompanied by a sufficient number of
Client Access Licenses.

Upon expiration of this LOA or at the end of any twelve (12) month Service
period activated prior to the expiration of this LOA, whichever occurs first,
should RIM experience an increase in wireless airtime fees from BellSouth or
Rogers AT&T, applicable, RIM reserves the right to pass on such increase to the
BSP to any End-User whose initial twelve (12) month Service period has expired.

The Fees and charges listed in this Agreement do not include taxes and/or fees.
If RIM is required to pay, without limitation, sales, use, property,
value-added, or other federal, state, provincial or local taxes, duties,
brokerage fees and/or freight charges based on the Product or Services provided
under this Agreement, then such taxes, duties, brokerage fees and/or freight
charges shall be billed to and paid by the BSP. This shall not apply to taxes
based on RIM's income. Any amounts payable by the BSP hereunder which remain
unpaid after the due date shall be subject to late penalty fees equal to 1.5%
per month from the due date until such amount is paid.

                                      -7-

<PAGE>


                                   Exhibit A-1

                            Key Features and Benefits

BlackBerry Enterprise
Server Software
(Exchange Edition)


The BlackBerry Enterprise Server (BES) Software consolidates the operation of
individual BlackBerry Desktop email redirectors into a server that the IT
department can monitor and control. With the BES, users don't have to leave
their computers running and laptop users can be supported. IT Departments handle
the centralized administration and control of mobile email and users can
continue to configure email redirection options using the BlackBerry Desktop
Software on their PCs.

BES for Microsoft Exchange
Functionality

Email Redirection

o     Monitors the user's Microsoft Exhange inbox for new mail

o     Applies user-definable filters to new messages to determine if and how the
      message will be relayed to the user's BlackBerry handheld

o     Compresses and encrypts these new messages and delivers them to the
      BlackBerry handheld via the Internet

o     Receives, via the Internet, messages composed on the BlackBerry handheld,
      then decompresses and decrypts the messages and places them in the user's
      Outbox for the corporate Exchange server to deliver

Management

o     Administration of the BES is accomplished through user-interface
      extensions to the Exchange Administrator

o     The BES logs to the NT event log so administrators can perform
      server-level monitoring using the standard event log monitoring tools

o     Operating statistics can be monitored via SNMP

o     User level monitoring is also available through the Exchange Administrator

o     New users can be batch imported and existing user stats can be exported
      for analysis

        Feature                            Benefit to Customer
        -------                            -------------------

Server-based Operation                  Corporate servers are
                                        more reliable platforms than desktop
                                        computers. Also offers IT more
                                        control over deployment.

No redirection software                 Permits laptop users to
required on desktop.                    take their laptop with them and still
                                        receive email on their handheld.

Outbound originated                     Connection provides
TCP/IP Connection to RIM's              faster communication
BlackBerry Service                      between the server redirection
                                        software and the handheld.
                                        Outbound originated connection does
                                        not pose an IT security risk.

Management done through                 No new admin
Exchange Administrator                  package to learn. Takes
extensions.                             advantage of remote admin
                                        capabilities of Exchange

Messages are automatically              View and reply to
"pushed" to the handheld as             messages when it is convenient.
they arrive at the Exchange             Handheld is always
mailbox.                                up to date - no time wasted
                                        dialing in to find no new messages.

Mirrors your existing                   Same e-mail address as always.
Exchange mailbox.                       Messages appear sent from your desktop

Messages sent from the                  Desktop has complete
handheld are stored in the              record of all e-mail sent
'Sent Items' folder
of your Exchange account

Fully secure and encrypted              Messages sent to and from
message transmission                    the handheld are kept private
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