EXHIBIT 4.1(i)

NEITHER  THIS  WARRANT  NOR THE  COMMON  STOCK  WHICH MAY BE  ACQUIRED  UPON THE
EXERCISE HEREOF ("WARRANT SHARES"),  AS OF THE DATE OF ISSUANCE HEREOF, HAS BEEN
REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT"),  OR UNDER
THE SECURITIES  LAWS OF ANY STATE AND MAY NOT BE SOLD,  PLEDGED,  TRANSFERRED OR
ASSIGNED IN THE ABSENCE OF AN  EFFECTIVE  REGISTRATION  STATEMENT  WITH  RESPECT
THERETO UNDER THE ACT AND COMPLIANCE WITH ANY APPLICABLE  STATE  SECURITIES LAW,
OR UNLESS  THE  COMPANY  RECEIVES  AN OPINION OF  COUNSEL,  SATISFACTORY  TO THE
COMPANY,  THAT SUCH  REGISTRATION  IS NOT REQUIRED.  THE COMPANY'S  SUBSCRIPTION
AGREEMENT  WITH  THE  HOLDER  CONTAINS  ADDITIONAL  PROVISIONS  RESTRICTING  THE
TRANSFER  OF THIS  WARRANT  AND THE  WARRANT  SHARES AND THIS  WARRANT  AND SUCH
SUBSCRIPTION  AGREEMENT  SET FORTH THE  COMPANY'S  OBLIGATIONS  TO REGISTER  THE
RESALE OF THE WARRANT SHARES. A COPY OF SUCH SUBSCRIPTION AGREEMENT IS AVAILABLE
FOR INSPECTION AT THE COMPANY'S OFFICE.

                                                            For the Purchase of
                                                            _________ shares of
No. ___                                                         Common Stock

                           WARRANT FOR THE PURCHASE OF
                             SHARES OF COMMON STOCK
                                       OF
                                 GLOBALINK, INC.


                            (A Delaware corporation)


         Globalink, Inc. ("Company"),  hereby certifies that for value received,
________________,  or his, her or its registered assigns ("Registered  Holder"),
is entitled, subject to the terms set forth below, to purchase from the Company,
at any time or from time to time  during the period  commencing  on October  20,
1997, and ending on October 19, 2002,  _______ shares of Common Stock,  $.01 par
value,  of the Company  ("Common  Stock"),at a purchase price equal to $1.75 per
share.  The number of shares of Common Stock  purchasable  upon exercise of this
Warrant,  and the purchase  price per share,  each as adjusted from time to time
pursuant to the provisions of this Warrant,  are hereinafter  referred to as the
"Warrant Shares" and the "Purchase Price," respectively.

1.       Exercise.

         1.1 Procedure.  This Warrant may be exercised by the Registered Holder,
in whole or in part,  by the  surrender  of this  Warrant  (with  the  Notice of
Exercise  Form  attached  hereto as Exhibit I duly  executed by such  Registered
Holder) at the  principal  office of the  Company,  or at such  other  office or
agency as the Company may  designate,  accompanied by payment in full, in lawful
money of the United States,  of an amount equal to the then applicable  Purchase
Price  multiplied by the number of Warrant Shares then being purchased upon such
exercise.




                                        1


<PAGE>

         1.2 Date of Exercise.  Each exercise of this Warrant shall be deemed to
have been  effected  immediately  prior to the close of  business  on the day on
which this  Warrant  shall have been  surrendered  to the Company as provided in
subsection 1.1 above. At such time, the person or persons in whose name or names
any  certificates  for Warrant  Shares shall be issuable  upon such  exercise as
provided  in  subsection  1.3 below shall be deemed to have become the holder or
holders of record of the Warrant Shares represented by such certificates.

         1.3      Cashless Exercise.

                  (i)  Determination  of Amount.  In lieu of the  payment of the
Purchase  Price in the manner  required by Section  1.1, the  Registered  Holder
shall have the right (but not the  obligation) to pay the Purchase Price for the
Warrants being purchased with this Warrant upon exercise by the surrender to the
Company of any  exercisable  but  unexercised  portion of this Warrant  having a
value at the close of trading on the last trading day immediately  preceding the
exercise of this Warrant,  equal to the Purchase Price  multiplied by the number
of Warrants being purchased upon exercise ("Cashless  Exercise Right").  The sum
of  (a)  the  number  of  Warrants   being   purchased   upon  exercise  of  the
non-surrendered portion of this Warrant pursuant to this Cashless Exercise Right
and (b) the number of  Warrants  underlying  the portion of this  Warrant  being
surrendered, shall not in any event be greater than the total number of Warrants
purchasable  upon the complete  exercise of this  Warrant if the Purchase  Price
were paid in cash.  The value of the  portion of the Warrant  being  surrendered
shall  equal  the  remainder  derived  by  subtracting  (a) the  Purchase  Price
multiplied  by the number of Warrants  underlying  the  portion of this  Warrant
being surrendered from (b) the "Market Price" (as defined below) of the Warrants
multiplied  by the number of Warrants  underlying  the  portion of this  Warrant
being surrendered.  As used herein, the term "Market Price" at any date shall be
deemed to be the last  reported  sale  price of a share of Common  Stock on such
date, or, in case no such reported sale takes place on such date, the average of
the last reported sale prices for the immediately  preceding three trading days,
in either case as officially  reported by the principal  securities  exchange on
which the Common Stock is listed or admitted to trading, or, if the Common Stock
is not listed or admitted to trading on any national  securities  exchange or if
any such  exchange  on which the  Common  Stock is  listed is not its  principal
trading  market,  the last  reported  sale price as  furnished  by the  National
Association of Securities Dealers ("NASD") through the Nasdaq National Market or
SmallCap  Market,  or, if applicable,  the OTC Bulletin  Board, or if the Common
Stock is not listed or  admitted  to trading  on the Nasdaq  National  Market or
SmallCap Market or OTC Bulletin Board or similar organization,  as determined in
good faith by resolution of the Board of Directors of the Company,  based on the
best information available to it.

                  (ii)  Mechanics of Cashless  Exercise.  The Cashless  Exercise
Right  may be  exercised  by the  Holder  on any  business  day on or after  the
Commencement  Date and not later than the  Expiration  Date by delivering to the
Company the Purchase  Option with a duly executed  exercise form attached hereto
with the cashless exercise section completed.

         1.4 Issuance of Certificate.  As soon as practicable after the exercise
of the purchase right  represented  by this Warrant,  the Company at its expense
will use its best  efforts to cause to be issued in the name of,  and  delivered
to, the Registered  Holder,  or, subject to the terms and conditions  hereof, to
such other  individual  or entity as such Holder (upon payment by such Holder of
any applicable transfer taxes) may direct:

                  (i) a  certificate  or  certificates  for the  number  of full
shares of Warrant Shares to which such Registered  Holder shall be entitled upon
such exercise plus, in lieu of any fractional



                                        2


<PAGE>

share to which such Registered  Holder would  otherwise be entitled,  cash in an
amount determined pursuant to Section 3 hereof, and

                  (ii) in case such  exercise is in part only,  a new warrant or
warrants  (dated the date  hereof) of like  tenor,  stating on the face or faces
thereof the number of shares  currently stated on the face of this Warrant minus
the number of such shares purchased by the Registered  Holder upon such exercise
as provided in subsection 1.1 above.

2.       Adjustments.

         2.1 Split,  Subdivision or Combination  of Shares.  If the  outstanding
shares of the  Company's  Common  Stock at any time while this  Warrant  remains
outstanding  and unexpired shall be subdivided or split into a greater number of
shares,  or a dividend in Common Stock shall be paid in respect of Common Stock,
the Purchase  Price in effect  immediately  prior to such  subdivision or at the
record date of such dividend shall,  simultaneously  with the  effectiveness  of
such subdivision or split or immediately  after the record date of such dividend
(as the case may be), shall be  proportionately  decreased.  If the  outstanding
shares of Common Stock shall be combined or reverse-split  into a smaller number
of shares, the Purchase Price in effect immediately prior to such combination or
reverse split shall,  simultaneously  with the effectiveness of such combination
or reverse split, be proportionately  increased. When any adjustment is required
to be made in the  Purchase  Price,  the  number  of shares  of  Warrant  Shares
purchasable  upon the  exercise of this  Warrant  shall be changed to the number
determined by dividing (i) an amount equal to the number of shares issuable upon
the exercise of this Warrant immediately prior to such adjustment, multiplied by
the Purchase Price in effect  immediately prior to such adjustment,  by (ii) the
Purchase Price in effect immediately after such adjustment.

         2.2  Reclassification  Reorganization,  Consolidation or Merger. In the
case of any  reclassification  of the Common  Stock  (other than a change in par
value or a subdivision  or combination as provided for in subsection 2.1 above),
or any  reorganization,  consolidation  or  merger of the  Company  with or into
another corporation (other than a merger or reorganization with respect to which
the  Company  is the  continuing  corporation  and which  does not result in any
reclassification of the Common Stock), or a transfer of all or substantially all
of the assets of the Company, or the payment of a liquidating distribution then,
as part of any such  reorganization,  reclassification,  consolidation,  merger,
sale or liquidating  distribution,  lawful  provision  shall be made so that the
Registered  Holder of this Warrant  shall have the right  thereafter  to receive
upon the  exercise  hereof,  the kind and  amount  of  shares  of stock or other
securities or property which such Registered  Holder would have been entitled to
receive  if,  immediately  prior to any such  reorganization,  reclassification,
consolidation,  merger,  sale or liquidating  distribution,  as the case may be,
such Registered  Holder had held the number of shares of Common Stock which were
then  purchasable  upon  the  exercise  of  this  Warrant.  In  any  such  case,
appropriate  adjustment (as  reasonably  determined by the Board of Directors of
the Company) shall be made in the application of the provisions set forth herein
with respect to the rights and interests  thereafter of the Registered Holder of
this  Warrant  such that the  provisions  set forth in this Section 2 (including
provisions with respect to the Purchase  Price) shall  thereafter be applicable,
as nearly as is  reasonably  practicable,  in relation to any shares of stock or
other  securities or property  thereafter  deliverable upon the exercise of this
Warrant.

         2.3 Price  Adjustment.  No adjustment in the per share  exercise  price
shall be required unless such  adjustment  would require an increase or decrease
in the Purchase Price of at least $0.01; provided, however, that any adjustments
which by reason of this paragraph are not required



                                        3


<PAGE>

to be made shall be carried  forward  and taken into  account in any  subsequent
adjustment.  All calculations  under this Section 2 shall be made to the nearest
cent or to the nearest 1/100th of a share, as the case may be.

         2.4 Price Reduction.  Notwithstanding  any other provision set forth in
this  Warrant,  at any time and from time to time  during the  period  that this
Warrant  is  exercisable,  the  Company  in it sole  discretion  may  reduce the
Purchase Price or extend the period during which this Warrant is exercisable.

         2.5 No  Impairment.  The Company will not, by amendment of its Articles
of   Incorporation   or  through   any   reorganization,   transfer  of  assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or  performed  hereunder by the Company but will at all
times in good faith  assist in the carrying  out of all the  provisions  of this
Section  2 and in the  taking  of  all  such  actions  as  may be  necessary  or
appropriate  in  order  to  protect  against  impairment  of the  rights  of the
Registered Holder of this Warrant to adjustments in the Purchase Price.

         2.6 Notice of Adjustment.  Upon any adjustment of the Purchase Price or
extension of the Warrant  exercise  period,  the Company  shall  forthwith  give
written notice thereto to the Registered  Holder of this Warrant  describing the
event  requiring the  adjustment,  stating the adjusted  Purchase  Price and the
adjusted number of shares  purchasable  upon the exercise hereof  resulting from
such event, and setting forth in reasonable detail the method of calculation and
the facts upon which such calculation is based.

3.  Fractional  Shares.  The Company  shall not be required upon the exercise of
this  Warrant  to issue any  fractional  shares,  but shall  make an  adjustment
thereof in cash on the basis of the closing sale price of the Warrant  Shares on
the American Stock Exchange  ("AMEX") or if the securities are traded or Nasdaq,
the closing sale price expected by Nasdaq on the trading day  immediately  prior
to the date of exercise,  whichever is applicable,  or if neither is applicable,
then on the basis of the then fair market  value of the Warrant  Shares as shall
be reasonably determined by the Board of Directors of the Company.

4.  Limitation  on Sales.  Each holder of this  Warrant  acknowledges  that this
Warrant and the  Warrant  Shares,  as of the date of  original  issuance of this
Warrant,  have not been registered  under the Securities Act of 1933, as amended
("Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or
otherwise dispose of this Warrant or any Warrant Shares issued upon its exercise
in the absence of (a) an effective  registration  statement  under the Act as to
this Warrant or such Warrant  Shares or (b) an opinion of counsel,  satisfactory
to the Company,  that such registration and qualification are not required.  The
Warrant Shares issued upon exercise  thereof shall be imprinted with a legend in
substantially the following form:

         "THE  ISSUANCE  OF THIS  SECURITY  HAS NOT BEEN  REGISTERED  UNDER  THE
         SECURITIES  ACT OF 1933,  AS AMENDED,  OR APPLICABLE  STATE  SECURITIES
         LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE  TRANSFERRED WITHOUT AN
         EFFECTIVE  REGISTRATION  THEREOF  UNDER  SUCH  ACT  OR  PURSUANT  TO AN
         EXEMPTION FROM THE REGISTRATION  REQUIREMENTS OF SAID ACT OR APPLICABLE
         STATE SECURITIES LAWS,  SUPPORTED BY AN OPINION OF COUNSEL,  REASONABLY
         SATISFACTORY TO THE COMPANY AND ITS COUNSEL,  THAT SUCH REGISTRATION IS
         NOT REQUIRED."



                                        4


<PAGE>

5. Certain Dividends.  If the Company pays a dividend or makes a distribution on
the Common Stock ("Dividend"),  other than a stock dividend payable in shares of
Common Stock,  then the Company will pay or distribute to the Registered  Holder
of this Warrant,  upon the exercise  hereof,  in addition to the Warrant  Shares
purchased  upon such  exercise,  the Dividend which would have been paid to such
Registered  Holder if it had been the owner of  record  of such  Warrant  Shares
immediately  prior to the date on which a record is taken for such  Dividend or,
if no record is taken,  the date as of which the record  holders of Common Stock
entitled to such Dividend are determined.

6.       Registration Rights of Warrant Holder.

         6.1  Registration.  Upon the written  demand of the holders of at least
51% of the Warrants and/or the Warrant Shares ("Majority Holders"),  the Company
shall file a Registration  Statement  under the Act  ("Registration  Statement")
with the  Securities  and  Exchange  Commission  and in such  states as shall be
reasonably  specified by M.H. Meyerson & Co. ("Placement Agent") registering for
reoffer  and resale  the  Warrant  Shares.  The  Company  agrees to use its best
efforts to file the Registration Statement and have it declared effective within
60 days after the demand of the  Majority  Holder.  The  Company  shall keep the
Registration Statement effective and current until all the securities thereunder
are sold or may be sold freely under an appropriate  exemption under the Act and
the blue sky laws of the states selected by the Placement Agreement. The Company
covenants and agrees to give written  notice of its receipt of any demand by the
Majority  Holders  to all  other  holders  within  ten days from the date of the
receipt of any demand.

         6.2  Expenses.  The Company shall bear all the expenses and pay all the
fees it  incurs  in  connection  with the  preparation,  filing,  modifying  and
amending of the  Registration  Statement,  providing  reasonable  numbers of the
prospectus contained therein to the Registered Holder and effecting the issuance
and transfer of the Warrant Shares on an expeditious basis.

         6.3  Indemnification.   The  Company  shall  indemnify  the  Registered
Holder(s)  of the  Warrant  Shares  to be  sold  pursuant  to  any  registration
statement  hereunder  and each  person,  if any, who  controls  such  Registered
Holders  within the  meaning  of  Section 15 of the Act or Section  20(a) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"),  against all loss,
claim, damage,  expense or liability  (including all reasonable  attorneys' fees
and other expenses reasonably incurred in investigating,  preparing or defending
against any claim whatsoever  incurred by the indemnified party in any action or
proceeding   between  the  indemnitor  and  indemnified  party  or  between  the
indemnified  party and any third  party or  otherwise)  to which any of them may
become subject under the Act, the Exchange Act or any other statute or at common
law or  otherwise  under  the  laws of  foreign  countries,  arising  from  such
registration  statement  or based upon any untrue  statement  or alleged  untrue
statement of a material fact contained in (i) any  preliminary  prospectus,  the
Registration  Statement or prospectus  (as from time to time each may be amended
and supplemented); (ii) in any post-effective amendment or amendments or any new
registration  statement and prospectus in which is included the Warrant  Shares;
or  (iii)  any   application   or  other   document  or  written   communication
(collectively  called  "application")  executed  by the  Company  or based  upon
written  information  furnished by the Company in any  jurisdiction  in order to
qualify the Warrant Shares under the  securities  laws thereof or filed with the
Commission,  any state securities  commission or agency,  AMEX or any securities
exchange;  or the  omission or alleged  omission  therefrom  of a material  fact
required to be stated  therein or necessary to make the statements  therein,  in
light of the  circumstances  under which they were made, not misleading,  unless
such  statement or omission is made in reliance  upon,  and in conformity  with,
written  information  furnished to the Company  with  respect to the  Registered
Holders  expressly  for  use in any  preliminary  prospectus,  the  Registration
Statement or prospectus, or any amendment



                                        5


<PAGE>

or supplement  thereof,  or in any application,  as the case may be. The Company
agrees  promptly to notify the  Registered  Holders of the  commencement  of any
litigation or proceedings against the Company or any of its officers,  directors
or  controlling  persons in connection  with the issue and sale or resale of the
Warrant Shares or in connection with the Registration Statement or prospectus.

7.       Redemption.

         7.1 Redemption Rights. The Company may call all (but not less than all)
of the Warrants for redemption at any time after October ___, 1999, at the price
of $.01 per Warrant,  upon notice referred to in Section 7.2,  provided that (i)
the Warrant Shares  underlying  the Warrants have been  registered for resale by
means of the Registration Statement;  (ii) the Registration Statement is current
and effective at the time the aforementioned notice is sent and the Warrants are
called by the  Company;  and (iii) the last sales price of the Common  Stock has
been at  least  $5.00  on each  of the  twenty  (20)  consecutive  trading  days
immediately preceding the day on which notice of redemption is given.

         7.2 Date Fixed for Redemption;  Notice of Redemption.  In the event the
Company shall elect to redeem all of the Warrants,  the Company shall fix a date
for the redemption and mail a notice of redemption by first class mail,  postage
prepaid, not less than 20 days from the date fixed for redemption to the holders
of the Warrants at their last  address as they shall appear on the  registration
books.  Any notice mailed in the manner herein  provided  shall be  conclusively
presumed to have been duly given whether or not the registered  holder  received
such notice.

         7.3 Exercise After Notice of Redemption.  The Warrants may be exercised
in  accordance  with  Section 1 of this  Agreement  at any time after  notice of
redemption  shall have been given by the Company  pursuant to Section 7.2 hereof
and prior to the time and date fixed for redemption. On and after the redemption
date, the holder of the Warrants shall have no further rights except to receive,
upon surrender of the Warrants, the redemption price.

8. Notices of Record Date. In case:

                  (i) the  Company  shall  take a record of the  holders  of its
Common  Stock (or other stock or  securities  at the time  deliverable  upon the
exercise of this  Warrant)  for the  purpose of  entitling  or enabling  them to
receive any dividend or other distribution, or to receive any right to subscribe
for or purchase any shares of any class or any other  securities,  or to receive
any other right, or

                  (ii)  of  any  capital  reorganization  of  the  Company,  any
reclassification  of the capital  stock of the  Company,  any  consolidation  or
merger  of  the  Company  with  or  into  another   corporation  (other  than  a
consolidation  or merger in which the Company is the surviving  entity),  or any
transfer of all or substantially all of the assets of the Company, or

                  (iii) of the voluntary or involuntary dissolution, liquidation
or winding-up of the Company, then, and in each such case, the Company will mail
or  cause  to be  mailed  to the  Registered  Holder  of this  Warrant  a notice
specifying,  as the case may be,  (i) the date on which a record  is to be taken
for the purpose of such dividend,  distribution or right, and stating the amount
and character of such  dividend,  distribution  or right,  or (ii) the effective
date on which  such  reorganization,  reclassification,  consolidation,  merger,
transfer, dissolution, liquidation or winding-up is to take place, and the time,



                                        6


<PAGE>

if any is to be fixed,  as of which the  holders  of record of Common  Stock (or
such other stock or securities at the time deliverable upon the exercise of this
Warrant)  shall be entitled to exchange  their  shares of Common  Stock (or such
other stock or securities)  for securities or other  property  deliverable  upon
such  reorganization,   reclassification,   consolidation,   merger,   transfer,
dissolution, liquidation or winding-up. Such notice shall be mailed at least ten
(10) days prior to the record date or effective date for the event  specified in
such notice,  provided that the failure to mail such notice shall not affect the
legality or validity of any such action.

9.  Reservation  of  Stock.  The  Company  will at all  times  reserve  and keep
available,  solely for issuance and delivery  upon the exercise of this Warrant,
such shares of Common Stock and other stock,  securities  and property,  as from
time to time shall be issuable  upon the exercise of this  Warrant.  The Company
shall apply for listing, and obtain such listing, for the Warrant Shares on AMEX
and each exchange on which the Common Stock is listed, at the earliest time that
such listing may be obtained in  accordance  with the rules and  regulations  of
AMEX and the exchange and maintain such listing until the seventh anniversary of
the date of original issuance of this Warrant.

10. Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to
the Company of the loss,  theft,  destruction  or mutilation of this Warrant and
(in the case of loss,  theft  or  destruction)  upon  delivery  of an  indemnity
agreement  (with  surety  if  reasonably   required)  in  an  amount  reasonably
satisfactory to the Company,  or (in the case of mutilation)  upon surrender and
cancellation  of this Warrant,  the Company will issue,  in lieu thereof,  a new
Warrant of like tenor.

11. Transfers, etc.

         11.1 Warrant Register.  The Company will maintain a register containing
the  names  and  addresses  of the  Registered  Holders  of  this  Warrant.  Any
Registered  Holder may change  its,  his or her  address as shown on the warrant
register by written notice to the Company requesting such change.

         11.2 Registered  Holder.  Until any transfer of this Warrant is made in
the  warrant  register,  the  Company  may treat the  Registered  Holder of this
Warrant as the absolute owner hereof for all purposes;  provided,  however, that
if and when this  Warrant is properly  assigned  in blank,  the Company may (but
shall not be obligated to) treat the bearer hereof as the absolute  owner hereof
for all purposes, notwithstanding any notice to the contrary.

12. No Rights as Stockholder. Until the exercise of this Warrant, the Registered
Holder of this Warrant shall not have or exercise any rights by virtue hereof as
a stockholder of the Company.

13.  Successors.  The rights and obligations of the parties to this Warrant will
inure to the  benefit  of and be  binding  upon the  parties  hereto  and  their
respective heirs,  successors,  assigns,  pledgees,  transferees and purchasers.
Without  limiting  the  foregoing,  the  registration  rights  set forth in this
Warrant  shall  inure  to the  benefit  of the  Registered  Holder  and  all the
Registered Holder's  successors,  heirs,  pledgees,  assignees,  transferees and
purchasers of this Warrant and the Warrant Shares.

14. Change or Waiver.  Any term of this Warrant may be changed or waived only by
an instrument in writing  signed by the party against which  enforcement  of the
change or waiver is sought.




                                        7


<PAGE>

15.  Headings.  The headings in this Warrant are for purposes of reference  only
and shall not limit or  otherwise  affect the meaning of any  provision  of this
Warrant.

16. Governing Law. This Warrant shall be governed by and construed in accordance
with the laws of the State of New York as such  laws are  applied  to  contracts
made and to be fully performed  entirely within that state between  residents of
that state.

17.  Jurisdiction and Venue. The Company (i) agrees that any legal suit,  action
or  proceeding  arising out of or relating to this Warrant  shall be  instituted
exclusively in New York State Supreme Court, County of New York or in the United
States  District  Court for the Southern  District of New York,  (ii) waives any
objection to the venue of any such suit,  action or proceeding  and the right to
assert  that  such  forum is not a  convenient  forum for such  suit,  action or
proceeding,  and (iii) irrevocably  consents to the jurisdiction of the New York
State Supreme Court,  County of New York,  and the United States  District Court
for the Southern  District of New York in any such suit,  action or  proceeding,
and the Company further agrees to accept and acknowledge  service or any and all
process  which may be served in any such suit,  action or proceeding in New York
State Supreme Court,  County of New York or in the United States  District Court
for the Southern District of New York and agrees that service of process upon it
mailed  by  certified  mail to its  address  shall be  deemed  in every  respect
effective service of process upon it in any suit, action or proceeding.

18.  Mailing of Notices,  etc. All notices and other  communications  under this
Warrant (except payment) shall be in writing and shall be sufficiently  given if
delivered to the  addressees in person,  by Federal  Express or similar  receipt
delivery,  by facsimile  delivery or, if mailed,  postage prepaid,  by certified
mail, return receipt requested, as follows:

Registered Holder:         To his or her address on page 1 of this Warrant.

The Company:               Globalink, Inc.
                           9302 Lee Highway
                             Fairfax, Virginia 22031
                           Attention: Harry E. Hagerty
                               Fax: (703) 273-3405

In either case,
  with a copy to:                   Graubard Mollen & Miller
                                    600 Third Avenue
                                    New York, New York  10016-2097
                                    Attention:  David Alan Miller, Esq.
                                    Fax: (212) 818-8881

or to such other  address as any of them,  by notice to the others may designate
from time to time.  Time shall be counted  to, or from,  as the case may be, the
delivery in person or by mailing.


                                          GLOBALINK, INC.


                                           By:
                                              --------------------------------
                                              Name: Harry E. Hagerty, Jr.
                                              Title:   Chief Executive Officer



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<PAGE>

                                                                       EXHIBIT I
                               NOTICE OF EXERCISE


TO:      Globalink, Inc.
         9302 Lee Highway
         Fairfax, Virginia 22031

1. The undersigned hereby elects to purchase ________ shares of the Common Stock
of  Globalink,  Inc.,  pursuant to terms of the  attached  Warrant,  and tenders
herewith payment of the purchase price of such shares in full, together with all
applicable transfer taxes, if any.

                                       or

         The undersigned  hereby elects to purchase  _________  shares of Common
Stock of Globalink,  Inc. by surrender of the unexercised  portion of the within
Warrant (with a "Value" of $__________ based on a "Market Price" of
$-----------).

         Please issue the Common  Stock  underlying  the Warrants in  accordance
with the instructions given below.

2. Please issue a certificate or  certificates  representing  said shares of the
Common  Stock  in the  name  of the  undersigned  or in  such  other  name as is
specified below:

3. The  undersigned  represents  that it will sell the  shares  of Common  Stock
pursuant to an effective  Registration  Statement  under the  Securities  Act of
1933, as amended, or an exemption from registration thereunder.

4. |_| I  acknowledge  that this  exercise  of the Warrant  represented  by this
Notice of Exercise was solicited by M.H. Meyerson & Co., Inc.

     |_| The exercise of this Warrant represented by this Notice of Exercise was
not solicited by M.H. Meyerson & Co., Inc.


                                                -------------------------------
                                                 Signature of Holder

Please issue securities as follows:             -------------------------------
                                                 (Name)

                                                -------------------------------
                                                 (Address)

                                                -------------------------------
                                                -------------------------------

                                                -------------------------------
                                                (Taxpayer Identification Number)



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