EXECUTION VERSION GUARANTEE

Exhibit 10.8

EXECUTION VERSION

GUARANTEE

This GUARANTEE (this "Guarantee"), dated as of August 1, 2007, is by

GOAMERICA, INC., a Delaware corporation (the "Guarantor"), in favor of MCI

COMMUNICATIONS SERVICES, INC., a Delaware corporation ("MCI").

W I T N E S S E T H :

WHEREAS, Acquisition 1 Corp., a Delaware corporation (the "Subsidiary"),

has entered into an Asset Purchase Agreement with MCI of even date herewith (as

the same now exists or may hereafter be amended, modified, supplemented,

extended, renewed, restated or replaced, the "Agreement"), whereby MCI has

agreed to sell to the Subsidiary, and the Subsidiary has agreed to purchase from

MCI, certain assets described in the Agreement, all subject to and in accordance

with the terms and conditions set forth in the Agreement, and the other

agreements, documents and instruments referred to therein or at any time

executed and/or delivered in connection therewith or related thereto, including,

but not limited to, the Assignment and Assumption Agreement, the Commercial

Services Agreement, the Facilities Use Agreement, the Transition Services

Agreement, the IP License Agreement, the Transitional Use Intellectual Property

License Agreement (all as defined in the Agreement), and this Guarantee (all of

the foregoing, together with the Agreement, as the same now exist or may

hereafter be amended, modified, supplemented, extended, renewed, restated or

replaced, being collectively referred to herein as the "Acquisition

Agreements"); and

WHEREAS, the Subsidiary is wholly owned by the Guarantor; and

WHEREAS, substantial benefits will accrue to the Guarantor as a result of

the consummation of the transactions contemplated by the Acquisition Agreements;

and

WHEREAS, it is a condition to the obligations of MCI under the Agreement

that Guarantor shall have executed and delivered this Guarantee to MCI;

NOW, THEREFORE, in consideration of the premises and for other good and

valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the Guarantor hereby agrees in favor of MCI as follows:

1. Guarantee.

(a) The Guarantor absolutely and unconditionally guarantees and

agrees to be liable for the full and indefeasible payment and performance when

due of all of the Obligations (as defined below) of the Subsidiary under the

Acquisition Agreements (all of which are collectively referred to herein as the

"Guaranteed Obligations"). As

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used herein, "Obligations" means all obligations and liabilities of the

Subsidiary to MCI, whether direct or indirect, absolute or contingent, due or to

become due, or now existing or hereafter incurred, which may arise under, out of

or in connection with, the Acquisition Agreements.

(b) This Guarantee is a guaranty of payment and not of collection.

The Guarantor agrees that MCI need not attempt to collect any Guaranteed

Obligations from the Subsidiary, but may require the Guarantor to make payment

of all of the Guaranteed Obligations when due or at any time thereafter. MCI

shall apply any amounts received in respect of the Guaranteed Obligations to any

of the Guaranteed Obligations, as if such payments were made by Subsidiary.

2. Waivers and Consents.

(a) Notice of acceptance of this Guarantee and of the presentment,

demand, protest, notice of protest, notice of nonpayment or default and all

other notices to which the Subsidiary or the Guarantor may be entitled are

hereby waived by the Guarantor. The Guarantor also waives notice of and hereby

consents to (i) any amendment, modification, supplement, extension, renewal or

restatement of the Agreement and any of the other Acquisition Agreements that is

signed by an authorized officer of the Subsidiary, and the guarantee made herein

shall apply to the Agreement and the other Acquisition Agreements and the

Guaranteed Obligations as so amended, modified, supplemented, renewed, restated

or extended, increased or decreased, (ii) the exercise of, or refraining from

the exercise of, any rights against the Subsidiary, and (iii) the settlement,

compromise or release of, or the waiver of any default with respect to, any of

the Guaranteed Obligations. The Guarantor agrees that the liability of the

Guarantor hereunder shall not be released or otherwise impaired or affected by

any of the foregoing.

(b) No invalidity, irregularity or unenforceability of all or any

part of the Guaranteed Obligations shall affect, impair or be a defense to this

Guarantee, nor shall any other circumstance that might otherwise constitute a

defense available to or legal or equitable discharge of the Subsidiary in

respect of any of the Guaranteed Obligations, affect, impair or be a defense to

this Guarantee. As to interest, fees and expenses, whether arising before or

after the commencement of any case with respect to the Subsidiary under the

United States Bankruptcy Code or any similar statute, the Guarantor shall be

liable therefor, even if the Subsidiary's liability for such amounts does not,

or ceases to, exist by operation of law. The Guarantor acknowledges that MCI has

not made any representations to the Guarantor with respect to the Subsidiary or

otherwise in connection with the execution and delivery by the Guarantor of this

Guarantee and the Guarantor is not in any respect relying upon MCI or any

statements by MCI in connection with this Guarantee.

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(c) Until the Guaranteed Obligations are paid and performed in full,

the Guarantor hereby irrevocably and unconditionally waives and relinquishes all

statutory, contractual, common law, equitable and all other claims against the

Subsidiary for subrogation, reimbursement, exoneration, contribution,

indemnification, setoff or other recourse in respect to sums paid or payable to

MCI by the Guarantor hereunder, and the Guarantor hereby further irrevocably and

unconditionally waives and relinquishes any and all other benefits that the

Guarantor might otherwise directly or indirectly receive or be entitled to

receive by reason of any amounts paid by or collected or due from the Guarantor

or the Subsidiary upon the Guaranteed Obligations or realized from their

property.

3. Subordination. All amounts now or hereafter owed to the Guarantor by

the Subsidiary are hereby subordinated in right of payment to the indefeasible

payment in full to MCI of the Guaranteed Obligations.

4. Termination. This Guarantee is continuing, unlimited, absolute and

unconditional. All Guaranteed Obligations shall be conclusively presumed to have

been created in reliance on this Guarantee. This Guarantee may not be terminated

and shall continue so long as any of the Acquisition Agreements shall be in

effect.

5. Reinstatement. If after receipt of any payment of any of the Guaranteed

Obligations, MCI is required to surrender or return such payment or proceeds to

any person for any reason, then the Guaranteed Obligations intended to be

satisfied by such payment or proceeds sh