Exhibit 10.3

                                 GLOBALINK, INC.

                                AGENCY AGREEMENT



                                                              October 15, 1997




M.H. Meyerson & Co., Inc.
525 Washington Blvd.
Jersey City, N.J. 07303-0260

Gentlemen:

                  Globalink, Inc., a Delaware corporation ("Company"),  proposes
to  offer  for  sale  in  a  private  placement  ("Offering"),  units  ("Units")
aggregating a minimum of $750,000 and a maximum of $1,000,000 of gross  proceeds
to the Company.  Each Unit consists of one share of common stock, $.01 par value
("Common  Stock"),  and one  Common  Stock  Purchase  Warrant  ("Warrant").  The
per-Unit offering price ("Offering Price") will be the lower of $1.375 or 85% of
the average of the closing bid price of the Common Stock on the ten  consecutive
business  days ending three  business  days prior to the initial  closing of the
Offering  ("Closing").  Each Warrant will entitle the holder thereof to purchase
one share of Common Stock during the five-year period commencing on the Closing,
at an  exercise  price  equal to 127.27% of the  per-Unit  Offering  Price.  The
Warrant will be issued in the form of Exhibit A ("Warrant  Certificate")  to the
Offering Documents (as hereinafter defined). No fractional Units will be issued;
instead,  the Company will round up to the nearest whole number of Units,  at no
additional  cost to the investor.  The Units will be offered on a "best efforts,
$750,000  minimum,  $1,000,000  maximum"  basis, in accordance with Section 4(2)
and/or 3(b) of the Securities Act of 1933, as amended  ("Securities  Act"),  and
Rules  501-506  of  Regulation  D  ("Reg  D")  promulgated  thereunder,  only to
"accredited  investors,"  as defined in Reg D. The minimum  subscription  amount
will be  $100,000,  but  subscriptions  for amounts  less than  $100,000  may be
accepted at the discretion of the Placement Agent (as defined  hereinafter)  and
the Company.

                  The  Units,  Common  Stock  and  Warrants  have the  terms and
conditions reflected in the Company's  Confidential Private Placement Memorandum
dated October 15, 1997 to be delivered to each subscriber of Units ("PPM").  The
PPM, together with all exhibits thereto, including, but not limited to, the form
of Common Stock Purchase Warrant, form of Subscription  Agreement to be executed
by each  purchaser and the Company,  the Company's  Annual Report on Form 10-KSB
for the year ended  December 31, 1996,  the Company's  Quarterly  Report on Form
10-QSB for the quarter ended June 30, 1997 and the Company's  Forms 8-K filed on
March 21, 1997 and April 7, 1997,  will be  referred to herein as the  "Offering
Documents.  "M.H.  Meyerson & Co., Inc. is sometimes referred to herein as "MHM"
or the "Placement Agent."

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1.       Appointment of Placement Agent; The Offering Period.

         1.1 Appointment of Placement Agent. You are hereby appointed  exclusive
Placement  Agent of the Company  during the  offering  period  herein  specified
("Offering  Period")  for the  purpose of  assisting  the Company in placing the
Units with purchasers who are qualified  accredited  investors  ("Subscribers").
You hereby  accept such agency and agree to assist the Company in placing  Units
with the  Subscribers.  Your agency  hereunder is not  terminable by the Company
except  upon  termination  of the  Offering  or breach  by you of your  material
obligations hereunder.

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         1.2 Offering Period.  The Offering Period shall commence on the day the
Offering  Documents  are first made  available  to you by the  Company and shall
continue until October 31, 1997; provided, however, that the Offering Period may
be extended for an  additional  period  through  November 30, 1997 by the mutual
decision  of  the  Company  and  the  Placement  Agent,  without  notice  to any
Subscriber.  If, at any time during the Offering Period,  subscriptions  for not
less than  $750,000 have been received and accepted by the Company (and funds in
payment therefor have cleared the banking system), then, upon the mutual consent
of the Company and the Placement  Agent, a Closing shall take place with respect
to such accepted subscriptions. If subscriptions for at least $1,000,000 are not
received and accepted (and funds in payment  therefor  cleared) prior to the end
of the Offering Period (including any extension  thereof),  the Offering will be
terminated and all funds  received from  Subscribers  will be returned,  without
interest and without any deduction.  The day that the Offering Period terminates
is hereinafter referred to as the "Termination Date."

         1.3 Offering  Documents.  The Company will provide the Placement  Agent
with a  sufficient  number of copies of the Offering  Documents  for delivery to
potential  Subscribers  and such other  information,  documents and  instruments
which the  Placement  Agent may  reasonably  request in order to comply with the
rules,  regulations and judicial and administrative  interpretations  respecting
compliance with applicable state and federal statutes related to the Offering.

         1.4 Segregation of Funds. Each subscriber for Units shall tender to the
Placement  Agent a check  payable to "M.H.  Meyerson & Co.,  Inc.  --  Globalink
Special  Account" in the amount of the  investment  subscribed  for, which funds
shall be held by the Placement Agent in a segregated  non-interest  bearing bank
account  in  accordance  with  Rules  10b-9  and  15c2-4  promulgated  under the
Securities  Exchange Act of 1934 ("Exchange  Act"), as set forth in the Offering
Documents.

         1.5 No Firm Commitment.  The Company  understands and acknowledges that
the undertaking by the Placement Agent pursuant to this Agreement is not a "firm
commitment"  offering,  and the  Placement  Agent is not obligated in any way to
purchase or sell the Units offered hereby.

2.       Representations and Warranties of the Company.  The Company hereby
represents and warrants as follows:

         2.1 Due  Incorporation  and  Qualification.  The  Company has been duly
incorporated,  is validly existing and is in good standing under the laws of its
state of  incorporation  and is duly qualified as a foreign  corporation for the
transaction  of business and is in good standing in each  jurisdiction  in which
the  ownership  or  leasing of its  properties  or the  conduct of its  business
requires such quali  fication,  except where the failure to so qualify would not
have  a  material  adverse  effect  on  the  business  of the  Company  and  its
subsidiaries  ("Subsidiaries")  taken as a whole.  The Company has all requisite
corporate  power  and  authority  necessary  to own or hold its  properties  and
conduct its business as described in the Offering Documents.

         2.2  Authorized  Capital.  The  Company  is  authorized  to  issue  (i)
20,000,000  shares of Common  Stock,  of which  8,432,962  shares are  currently
issued and  outstanding  and (ii) 250,000  shares of preferred  stock,  of which
26,771 shares of Series A-2 8%  convertible  redeemable  preferred are currently
issued and outstanding ("Preferred Stock"). All of the outstanding securities of
the Company have been duly and validly  authorized and issued and are fully paid
and  non-assessable.  None of the  holders  of such  securities  is  subject  to
personal liability solely by reason of being such a holder. The offers and sales
of such  outstanding  securities  were at all relevant  times either  registered
under the Securities Act and the applicable state securities or Blue Sky laws or
exempt  from  such  registration.  The  Company  has  reserved  for  issuance  a
sufficient  number of shares of Common Stock to be issued to the Subscribers and
upon the  exercise  of the  Warrants  as set  forth in the  Warrant  Certificate
("Warrant  Shares") and to be issued pursuant to the Placement Agent Options (as
herein defined) and the Warrants underlying the Placement Agent Options.

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         2.3 No Preemptive Rights;  Options;  Registration Rights. Except as set
forth on Schedule 2.3,  there are no preemptive or other rights to subscribe for
or purchase,  or any  restriction  upon the voting or transfer of, any shares of
Common  Stock or other  securities  of the  Company,  under the  Certificate  of
Incorporation  or  By-Laws  of the  Company  or  under  any  agreement  or other
outstanding  instrument to which the Company is a party or by which it is bound.
Except as set forth on Schedule 2.3, the Company does not have  outstanding  any
option, warrant, convertible security, or other right permitting or requiring it
to issue,  or otherwise to purchase or convert any  obligation  into,  shares of
Common Stock or other  securities  of the Company and the Company has not agreed
to issue or sell any shares of Common Stock or other  securities of the Company.
Except  as set  forth  on  Schedule  2.3,  no  holder  of  any of the  Company's
securities  has any rights,  "demand,"  piggyback"  or  otherwise,  to have such
securities registered or to demand the filing of a registration statement.

         2.4  Financial  Statements.  The  financial  statements  of the Company
included in the Offering Documents  ("Financials")  fairly present the financial
position and results of  operations  of the Company at the dates thereof and for
the  periods  covered  thereby,  subject,  in the case of  interim  periods,  to
year-end adjustments and normal recurring accruals.  The Company has no material
liabilities or obligations, contingent, direct, indirect or otherwise except (i)
as set forth in the latest balance sheet included in the Financials (the date of
such  Financials  being  referred to as the "Balance  Sheet  Date"),  (ii) those
incurred in the  ordinary  course of business  since the Balance  Sheet Date and
(iii) as set forth on Schedule 2.4. Schedule 2.4 also sets forth all outstanding
amounts due to or from any officers,  directors or  shareholders of the Company,
or to any of their respective affiliates, including, but not limited to, accrued
salaries, loans, etc.

         2.5 No Material  Adverse  Changes.  Except as  otherwise  stated in the
Offering Documents,  since the Balance Sheet Date, there has not been any change
in the condition,  financial or otherwise, of the Company which could materially
adversely  affect its  ability to conduct its  operations  as  described  in the
Offering Documents.

         2.6  Subsidiaries.  Except for the  Subsidiaries  set forth in Schedule
2.6, the Company has no  subsidiaries  and has no interest in, shares of capital
stock of or right to acquire an  interest  in or shares of capital  stock of any
other corporation,  limited liability company,  partnership or other entity. The
Company owns the outstanding  capital stock of the  subsidiaries as set forth in
Schedule 2.6 free and clear of all liens,  charges and  encumbrances of any kind
whatsoever,  and there are no  outstanding  rights to  acquire,  or  directly or
indirectly  control  the vote or transfer  of, any of the  capital  stock of the
Subsidiaries.

         2.7 Taxes.  The Company has filed all federal tax returns and all state
and  municipal  and  local tax  returns  (whether  relating  to  income,  sales,
franchise,  withholding,  real or  personal  property  or other  types of taxes)
required to be filed under the laws of the United States and applicable  states,
and has paid in full all taxes which have become due pursuant to such returns or
claimed to be due by any taxing authority or otherwise due and owing;  provided,
however,  that the Company  has not paid any tax,  assessment,  charge,  levy or
license fee that it is  contesting in good faith and by proper  proceedings  and
adequate  reserves  for the  accrual  of same  are  maintained  if  required  by
generally  accepted  accounting  principles.  Each of the tax returns heretofore
filed by the Company  correctly  and  accurately  reflects the amount of its tax
liability thereunder.  The Company has withheld,  collected and paid all levies,
assessments,  license  fees and taxes to the extent  required.  As used  herein,
"tax" or "taxes" include all taxes,  charges,  fees, levies or other assessments
imposed by any Federal,  state,  local, or foreign taxing authority,  including,
without limitation, income, premium, recapture, credit, excise, property, sales,
use,  occupation,  service,  service use,  leasing,  leasing  use,  value added,
transfer,  payroll,  employment,  license,  stamp,  franchise  or similar  taxes
(including any interest  earned  thereon or penalties or additions  attributable
thereto).

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         2.8 Finder's Fees; Other Underwriters.  The Company is not obligated to
pay a finder's fee to anyone in connection with the  introduction of the Company
to the  Placement  Agent  or the  con  summation  of the  Offering  contemplated
hereunder.  The Company does not owe any monies or other obligations to any NASD
member, associate or affiliate.

         2.9 No Pending Actions.  Except as set forth in the Offering Documents,
there are no  actions,  suits,  proceedings,  claims or  hearings of any kind or
nature  existing  or  pending  (or,  to  the  best  knowledge  of  the  Company,
threatened)  or, to the best  knowledge of the Company,  any  investigations  or
inquiries, before or by any court, or other governmental authority,  tribunal or
instrumentality  (or, to the Company's best knowledge,  any state of facts which
would  give rise  thereto),  pending  or  threatened  against  the  Company,  or
involving  the  properties  of the  Company,  which might result in any material
adverse  change in the business,  properties,  financial  position or results of
operations of the Company,  or which might adversely  affect the transactions or
other acts  contemplated by this Agreement or the validity or  enforceability of
this Agreement.

         2.10  Private  Offering  Exemption;  Offering  Documents.  The Offering
Documents conform in all material respects with the requirements of Section 4(2)
and/or  3(b) of the  Securities  Act and  Rules  501-506  of Reg D and  with the
requirements of all other applicable rules and regulations of the Securities and
Exchange  Commission  ("Commission")  currently  in effect  relating to "private
offerings." The Offering  Documents  contain all material  statements  which are
required to be stated therein in accordance  with such  requirements  and do not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated  therein or necessary to make the statements  therein,  in
the light of the circumstances  under which they were made, not misleading.  The
Warrants  and  Placement  Agent  Options  conform  to the  descriptions  thereof
contained  in the  Offering  Documents.  When  any  exhibit  to the PPM that was
required to be filed with the Commission, was filed with the Commission pursuant
to  the  Exchange  Act  or  the  Regulations  promulgated  thereunder  or  other
applicable  law,  such  exhibit  complied  in all  material  respects  with  the
applicable  provisions  of the  Exchange  Act  and the  Regulations  promulgated
thereunder or other  applicable law and did not contain an untrue statement of a
material fact or omit to state any material  fact required to be stated  therein
or  necessary  in  order  to  make  the  statements  therein,  in  light  of the
circumstances  under which they were made, not  misleading.  Assuming that (i) a
proper Form D is filed in accordance  with Rule 503 of Reg D, (ii) the offer and
the sale of the Units by the Placement  Agent was made in  compliance  with Rule
502(c)  of Reg D and/or  Section  4(2) of the  Securities  Act,  and  (iii)  the
representations of the Subscribers in the Subscription Agreements signed by them
are true and  correct  (which  facts will not be  independently  verified by the
Company) the sale of Units in the Offering is exempt from registration under the
Securities Act and is in compliance with Reg D.

         2.11 Due Authorization; Consents. The Company has full right, power and
authority  to enter  into this  Agreement  and the  Warrants,  the  Subscription
Agreements,  the Placement Agent Options and the Merger & Acquisition  Agreement
to be entered into  between the Company and the  Subscribers  and the  Placement
Agent,  as the case may be,  (collectively  the  "Offering  Agreements")  and to
perform all of its  obligations  hereunder  and  thereunder.  The  execution and
delivery of this Agreement and the Offering  Agreements has been duly authorized
by all necessary corporate action and no further corporate action or approval is
or will be required for their  respective  execution,  delivery and performance.
This  Agreement  constitutes,  and the Offering  Agreements  upon  execution and
delivery  will  constitute,  valid  and  binding  obligations  of  the  Company,
enforceable  in  accordance  with  their  respective  terms  (except  (i) as the
enforceability  thereof  may be  limited  by  bankruptcy  or  other  laws now or
hereafter in effect relating to or affecting  creditors' rights generally,  (ii)
that the  remedy of  specific  performance  and  injunctive  and other  forms of
equitable  relief may be subject to equitable  defenses and to the discretion of
the court before which any proceedings  therefor may be brought,  and (iii) that
the  enforceability of the  indemnification  and contribution  provisions of the
respective  agreements may be limited by the federal and state  securities  laws
and public policy), and no consent, approval, authorization, order of, or filing
with, any court or governmental authority or any other third

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party is required to consummate the transactions  contemplated by this Agreement
or the  Offering  Documents,  except  that the  offer  and sale of the  Units in
certain jurisdictions may be subject to the provisions of the securities or Blue
Sky laws of such  jurisdictions  and  final  action  may  have to be taken  with
respect to the listing of the Common  Stock  underlying  the Units,  the Warrant
Shares and the Common  Stock  underlying  the  Placement  Agent  Options and the
Warrants underlying the Placement Agent Options.

         2.12  Non-Contravention.  The Company's  execution and delivery of this
Agreement and the Offering  Agreements  and the  incurrence  of the  obligations
herein  and  therein  set  forth,  and  the  consummation  of  the  transactions
contemplated  herein and therein will not (i)  conflict  with,  or  constitute a
breach of, or a default under,  the Certificate of  Incorporation  or By-Laws of
the Company,  or any contract,  lease or other  agreement or instrument to which
the Company is a party or in which the Company has a  beneficial  interest or by
which the Company is bound;  (ii) violate any existing  applicable  law, rule or
regulation,  or any  judgment,  order or  decree of any  governmental  agency or
court,  domestic or foreign,  having jurisdiction over the Company or any of its
properties or business  (collectively,  "Laws"),  except where such violation(s)
would not have a material  adverse  effect,  singly or in the aggregate,  on the
Company; or (iii) have any material adverse effect on any permit, certification,
registration, approval, consent, license or franchise (collectively,  "Permits")
necessary  for the Company to own or lease and operate any of its  properties or
to conduct its business.

         2.13 Shares and  Warrants.  The shares of Common Stock  included in the
Units,  the  Warrant  Shares  and the  shares of  Common  Stock  underlying  the
Placement Agent Options and the Warrants issuable  thereunder have been duly and
validly  authorized  and, when issued and delivered in accordance with the terms
of the Subscription Agreements, the Warrants and Placement Agent Options, as the
case may be, will be duly and validly issued, fully paid and non-assessable. The
holders of the shares of Common Stock  included in the Units and Warrant  Shares
and the shares of Common Stock  underlying  the Placement  Agent Options and the
Warrants issuable thereunder will not be subject to personal liability by reason
of being such  holders and will not be subject to the  preemptive  rights of any
holders of any security of the Company or similar  contractual rights granted by
the Company.  All corporate  action required to be taken for the  authorization,
issuance and sale of the Common Stock, included in the Units, the Warrant Shares
and the shares of Common Stock  underlying  the Placement  Agent Options and the
Warrants issuable thereunder have been duly and validly taken.

         2.14 No Right to  Purchase.  The  issuance of the Units in the Offering
and the  Placement  Agent  Options  and the Common  Stock upon  exercise  of the
Warrants,  the Placement Agent Options and the Warrants issuable thereunder will
not give any holder of any of the Company's  outstanding shares of Common Stock,
options,  warrants  or  other  convertible  securities  or  rights  to  purchase
securities  of the Company (i) the right to purchase  any  additional  shares of
Common  Stock or any  other  securities  of the  Company,  or (ii) the  right to
purchase any securities at a reduced price.

         2.15  No  Regulatory  Problems.   The  Company  (i)  has  not  filed  a
registration  statement  which  is the  subject  of any  pending  proceeding  or
examination  under Section 8 of the Securities  Act, and is not and has not been
the subject of any refusal order or stop order  thereunder;  (ii) is not subject
to any pending  proceeding  under Rule 258 of the  Securities Act or any similar
rule adopted  under Section 3(b) of the  Securities  Act, or to an order entered
thereunder;  (iii)  has not been  convicted  of any  felony  or  misdemeanor  in
connection  with the purchase or sale of any security or involving the making of
any  false  filing  with  the  Commission;  (iv) is not  subject  to any  order,
judgment,  or decree  of any  court of  competent  jurisdiction  temporarily  or
preliminarily  restraining or enjoining,  or subject to any order,  judgment, or
decree  of any  court  of  competent  jurisdiction  permanently  restraining  or
enjoining, the Company from engaging in or continuing any conduct or practice in
connection  with the purchase or sale of any security or involving the making of
any false filing with the Commission;  and (v) is not subject to a United States
Postal Service false representation order entered under Section

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3005 of  Title  39,  United  States  Code or a  temporary  restraining  order or
preliminary  injunction  entered  under  Section 3007 of Title 39, United States
Code, with respect to conduct alleged to have violated Section 3005 of Title 39,
United States Code.  None of the Company's  directors,  officers,  or beneficial
owners of 10 percent or more of any class of its equity  securities (i) has been
convicted of any felony or misdemeanor  in connection  with the purchase or sale
of any security,  involving the making of a false filing with the Commission, or
arising out of the conduct of the business of an  underwriter,  broker,  dealer,
municipal  securities  dealer,  or  investment  advisor;  (ii) is subject to any
order, judgment or decree of any court of competent jurisdiction  temporarily or
preliminarily enjoining or restraining,  or is subject to any order, judgment or
decree  of  any  court  of  competent  jurisdiction   permanently  enjoining  or
restraining,  such person from engaging in or continuing any conduct or practice
in connection with the purchase or sale of any security, or involving the making
of a false  filing  with the  Commission,  or arising  out of the conduct of the
business of an underwriter,  broker,  dealer,  municipal  securities  dealer, or
investment  adviser;  (iii) is  subject  to an order of the  Commission  entered
pursuant to Section  15(b),  15B(a) or 15B(c) of the Exchange Act, or is subject
to an order of the Commission  entered  pursuant to Section 203(e) or (f) of the
Investment  Advisers Act of 1940;  (iv) is suspended or expelled from membership
in, or  suspended  or barred  from  association  with a member  of, an  exchange
registered  as a  national  securities  exchange  pursuant  to  Section 6 of the
Exchange Act, an  association  registered as a national  securities  association
under  Section 15A of the  Exchange  Act, or a Canadian  securities  exchange or
association  for any act or omission to act  constituting  conduct  inconsistent
with just and  equitable  principles  of trade;  or (v) is  subject  to a United
States Postal Service false  representation  order entered under Section 3005 of
Title  39,  United  States  Code,  or  is  subject  to a  restraining  order  or
preliminary  injunction  entered  under  Section 3007 of Title 39, United States
Code, with respect to conduct alleged to have violated Section 3005 of Title 39,
United States Code.

         2.16 No Defaults.  The Company is not in default in the performance and
observance  of  any  term,  covenant  or  condition  of any  license,  contract,
indenture, mortgage, deed of trust, note, loan or credit agreement, or any other
agreement or  instrument  evidencing an obligation  for borrowed  money,  or any
other  agreement or  instrument  to which the Company is a party or by which the
Company may be bound or to which any of the  properties or assets of the Company
is subject (collectively  "Contracts"),  except defaults which (singly or in the
aggregate)  would not have a material  adverse  effect on the Company.  Schedule
2.21 attached  hereto lists all material  Contracts  that the Company is subject
to. The Company is not in violation of any term or provision of its  Certificate
of Incorporation or By-Laws.

         2.17  Conduct of  Business;  Compliance  with Law.  The Company has all
requisite  corporate power and authority,  and has all necessary Permits, to own
or lease its  properties  and conduct its  business as described in the Offering
Documents.  The Company has been  operating its business in compliance  with all
such Permits.  The disclosures in the Offering Documents  concerning the effects
of federal,  state and local  regulation on the Company's  business as currently
contemplated  are correct in all  material  respects  and do not omit to state a
material  fact.  The  Company  is in  compliance  with  all  Laws  except  where
noncompliance,  singly or in the  aggregate,  would not have a material  adverse
effect on the Company.

         2.18 Title to Property;  Insurance. The Company has good and marketable
title to, or valid and enforceable  leasehold  estates in, all items of real and
personal  property  (tangible  and  intangible)  owned or leased by it, free and
clear of all  liens,  encumbrances,  claims,  security  interests,  defects  and
restrictions  of any  material  nature  whatsoever.  The Company has  adequately
insured its  properties  against  loss or damage by fire or other  casualty  and
maintains, in adequate amounts.

         2.19 Intangibles.  The Company owns or possesses the requisite licenses
or rights to use all  trademarks,  service marks,  service  names,  trade names,
patents and patent  applications,  copyrights  and other  rights  (collectively,
"Intangibles") used by the Company in its business or relating

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to products or services sold by the Company, and all such Intangibles are listed
on Schedule 2.19. The Company's  Intangibles  which have been  registered in the
United States Patent and Trademark  Office have been fully maintained and are in
full force and effect.  There is no claim or action by any person pertaining to,
or proceeding pending or, to the Company's knowledge, threatened and the Company
has not received  any notice of conflict  with,  the  asserted  rights of others
which  challenges  the  exclusive  right  of the  Company  with  respect  to any
Intangibles used in the conduct of the Company's business except as described in
the Offering  Documents.  The  Intangibles and the Company's  current  products,
services  and  processes do not  infringe on any  intangibles  held by any third
party. To the best of the Company's knowledge, no others have infringed upon the
Intangibles of the Company.

         2.20     [Intentionally Omitted]

         2.21     [Intentionally Omitted]

         2.22  Exchange Act Reports.  The Company has filed all forms,  reports,
statements  and other  documents  required to be filed with the  Securities  and
Exchange Commission and has heretofore made available to the Placement Agent, in
the same form filed with the Commission,  together with any amendments  thereto,
copies of its (i) Annual Report on Form 10-KSB for fiscal 1996 and all Quarterly
Reports on Form 10-QSB filed since  January 1, 1997,  (ii) all proxy  statements
relating to meetings of  stockholders  (whether annual or special) since January
1, 1996, (iii) all reports on Form 8-K since January 1, 1997, and (iv) all other
reports or  registration  statements  filed by the Company since January 1, 1997
(collectively,  the "Company Reports"). As of their respective filing dates, the
Company  Reports  (i)  complied  as to form in all  material  respects  with the
requirements of the 1934 Act and the Securities Act and (ii) did not contain any
untrue  statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements  therein,  in the light
of the circumstances under which they were made, not misleading.

         2.23  Subsidiaries.  The  representations  and  warranties  made by the
Company in this  Agreement  shall  also  apply and be true with  respect to each
wholly and partially owned  subsidiary,  individually  and taken as a whole with
the  Company  and all  subsidiaries,  as if  each  representation  and  warranty
contained  herein made specific  referenced to the subsidiary each time the term
"Company" was used.

3.       Representations and Warranties of the Placement Agent.  The Placement
Agent represents and warrants as follows:

         3.1 Due  Incorporation.  The Placement Agent is duly  incorporated  and
validly  existing  and  in  good  standing  under  the  laws  of  its  state  of
incorporation and is duly qualified as a foreign corporation for the transaction
of business and is in good standing in each jurisdiction where the failure to be
so qualified  would not have a materially  adverse effect on the business of the
Placement Agent.

         3.2      Broker/Dealer Registration.  The Placement Agent is registered
as a broker-dealer under Section 15 of the Exchange Act.

         3.3      Good Standing.  The Placement Agent is a member in good
standing of the NASD.

         3.4 Sale In  Certain  Jurisdictions.  Sales  of Units by the  Placement
Agent will be made only in such  jurisdictions  in which (i) the Placement Agent
is a  registered  broker-dealer  or  where an  applicable  exemption  from  such
registration exists and (ii) the Offering and sale of Units is registered under,
or is exempt from, applicable registration requirements.

                                        8
                                                       

<PAGE>



         3.5  Compliance  with Laws.  Offers and sales of Units by the Placement
Agent will be made in  compliance  with the  provisions  of Rule 502(c) of Reg D
and/or Section 4(2) of the Securities  Act, and the Placement Agent will furnish
to each  subscriber a copy of the  Offering  Documents  prior to  accepting  any
payments for Units.

4.       Closing.

         4.1 Closing.  At any time prior to the  Termination  Date and after the
receipt (and clearance) of subscriptions for not less than $750,000 and not more
than $1,000,000 of the Units which are accepted by the Company and the clearance
of the funds representing the sale of such Units, upon the mutual consent of the
Company and the Placement Agent that there should be a Closing,  a Closing shall
take  place at the  offices  of  Graubard  Mollen & Miller  ("GM&M"),  600 Third
Avenue,  New York,  New York.  At the Closing,  payment for the Units issued and
sold by the  Company  (by  certified  check  payable to the order of, or by wire
transfer to, the Company),  less the amount  deductible  by the Placement  Agent
pursuant to Section 4.4 hereof,  shall be made against  delivery of certificates
representing the shares of Common Stock and the Warrants included in the Units.

         4.2      Deliveries at Closing.  At the Closing, and as a condition to
such  Closing,  the  Company  shall  deliver  or  cause to be  delivered  to the
Placement Agent:

                  4.2.1  Opinions of Counsel.  The opinion of The Stoppelman Law
Firm, dated as of the date of the Closing, to the effect that:

                           (i)      The Company and each of the Subsidiaries has
been duly organized and is validly existing as a corporation or other entity and
is in good  standing  under  the laws of its state of  organization  and is duly
qualified and in good standing in each  jurisdiction  in which it owns or leases
any  real   property  or  the   character  of  its   operations   requires  such
qualification,  except where the failure to so qualify would not have a material
adverse  effect on the business of the Company and the  Subsidiaries  taken as a
whole.

                           (ii)     Based on a review of the Certificate of
Incorporation  of the Company,  and its corporate minute book and stock records,
the Company is authorized  to issue (i)  20,000,000  shares of Common Stock,  of
which 8,432,962 shares are currently  issued and  outstanding,  and (ii) 250,000
shares of Preferred  Stock,  of which 26,771 shares of Series A-2 8% convertible
redeemable  preferred  are  currently  issued  and  outstanding.  All issued and
outstanding  securities  of the Company  have been duly  authorized  and validly
issued and are fully paid and non-assessable; the holders thereof have no rights
of rescission with respect thereto, and are not subject to personal liability by
reason  of  being  such  holders;  and none of such  securities  was  issued  in
violation of the statutory  preemptive  rights of any holders of any security of
the Company or, to the knowledge of such  counsel,  similar  contractual  rights
granted by the Company.  The options and  warrants to purchase  shares of Common
Stock  outstanding  immediately  before  the  Closing  constitute  the valid and
binding obligations of the Company,  enforceable in accordance with their terms.
The offers and sales of Common Stock and options and warrants to purchase shares
of Common Stock outstanding  immediately before the Closing were at all relevant
times  either  registered  under the  Securities  Act and the  applicable  state
securities  laws  or  Blue  Sky  Laws  or  are  exempt  from  the   registration
requirements thereof.

                           (iii)    The Company and each of the Subsidiaries has
all requisite corporate power or other authority,  and has all necessary Permits
of and from all governmental or regulatory  officials and bodies to own or lease
its  properties  and conduct its business as  described in the PPM,  and, to the
knowledge of such counsel, is and has been doing business in compliance with all
Permits, except where the failure to obtain or comply with any Permit, singly or
in the aggregate would not have a material  adverse effect on the Company or any
Subsidiary.

                                        9
                                                       

<PAGE>



                           (iv)     Except as set forth on Schedule 2.3 to this
Agreement, there are no statutory preemptive or other rights to subscribe for or
purchase,  or any  restriction  upon the  voting or  transfer  of, any shares of
Common Stock of the Company,  or to such counsel's knowledge any other rights to
subscribe or purchase from the Company any shares of Common  Stock,  or any such
right or restriction  under the Certificate of  Incorporation  or By-Laws of the
Company or, to the best of such  counsel's  knowledge,  under any  agreement  or
other  outstanding  instrument to which the Company is a party or by which it is
bound. To the best of such counsel's knowledge,  except as set forth in Schedule
2.3, (A) no holders of any securities of the Company or of any options, warrants
or securities of the Company exercisable for or convertible or exchangeable into
securities  of the Company have the right to require the Company to register any
such  securities of the Company under the  Securities Act or to include any such
securities in a registration  statement to be filed by the Company;  and (B) the
issuance of the Units in the  Offering  and the  issuance of the Warrant  Shares
upon the exercise of the Warrants,  the issuance of the Placement  Agent Options
or the issuance of the Common Stock or Warrants  included  therein or the Common
Stock issuable upon exercise of such Warrants will not give any holder of any of
the Company's outstanding options,  warrants or other convertible  securities or
rights to purchase shares of the Company's  Common Stock,  the right to purchase
or be issued any additional  shares of Common Stock and/or the right to purchase
shares at a reduced price.

                           (v)      In the course of the preparation of the
Offering  Documents,  such counsel has participated in discussions with officers
of the Company.  Nothing has come to such counsel's  attention  which has caused
such counsel to believe that the Offering Documents contain any untrue statement
of a  material  fact or omit to state 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  (except  that such
counsel need not express any opinion as to the  Financial  Statements  and other
financial  or  statistical  data  contained  in  the  Offering  Documents).  The
statements in the Offering  Documents  have been  reviewed by such counsel,  and
insofar as they refer to statements of law, descriptions of statutes,  licenses,
rules or regulations or legal conclusions, are correct in all material respects.
No statute or  regulation  or legal or  governmental  proceeding  required to be
described in the Offering  Documents is not  described as required,  nor are any
contracts or  documents of a character  required to be described in the Offering
Documents not so described or filed as required. Assuming that (a) a proper Form
D is filed in  accordance  with Rule 503 of Reg D, (b) the offer and the sale of
the Units by the Placement  Agent was made in compliance with Rule 502(c) of Reg
D and (c) the representations of the Subscribers in the Subscription  Agreements
signed by them are true and  correct  (which  facts have not been  independently
verified by counsel),  the sale of the Units is exempt from  registration  under
the Securities Act and is in compliance with Reg D.

                           (vi)     The certificates representing the Common
Stock,  the Warrants and the  Placement  Agent Options are in proper legal form.
The Common Stock,  Warrants and Placement  Agent Options conform in all respects
to the descriptions thereof contained in the PPM.

                           (vii)    To such counsel's knowledge, the Company has
good and marketable title to, or valid and enforceable leasehold estates in, all
items of real and personal  property  (tangible  and  intangible)  stated in the
Offering  Documents  to be owned or leased by it,  free and clear of all  liens,
encumbrances,  claims,  security  interests,  defects  and  restrictions  of any
material  nature  whatsoever,  other  than  those  referred  to in the  Offering
Documents and liens for taxes not yet due and payable.

                           (viii)   The Company has all corporate power and
authority  to engage in and  consummate  the Offering and to execute and deliver
the Offering  Agreements and to carry out the provisions and conditions thereof,
and all consents,  authorizations,  approvals and orders  required in connection
therewith have been obtained. No consents,  approvals,  authorizations or orders
of, and no filing  with,  any court or  governmental  agency or body (other than
such as may be required under

                                       10
                                 

<PAGE>



applicable  Blue Sky laws and the  requirements  for  listing  the Common  Stock
issuable in the  Offering and upon  exercise of the  Warrants,  Placement  Agent
Options and the Warrants underlying the Placement Agent Options) is required for
the valid  authorization,  issuance,  sale and  delivery of the Common Stock and
Warrants, the Placement Agent Options or the Common Stock issuable upon exercise
of the Warrants,  Placement  Agent Options or Warrants  underlying the Placement
Agent  Options,   and  the  consummation  of  the  transactions  and  agreements
contemplated by the Offering Documents and the Offering Agreements.

                           (ix)     The Common Stock and Warrants included in
the Units have been duly  authorized  and  validly  issued and the Common  Stock
included in the Units is, and  Warrant  Shares when issued and paid for will be,
validly issued,  fully paid and non-assessable,  and the holders thereof are not
and will not be subject to personal  liability by reason of being such  holders.
The Placement Agent Options have been duly  authorized and validly  issued,  and
the Common Stock and Warrants  issuable  upon  exercise of the  Placement  Agent
Options and the Common Stock issuable upon exercise of the Warrants, when issued
and paid for, will be validly  issued,  fully paid and  non-assessable,  and the
holders  thereof  will not be subject to personal  liability  by reason of being
such holders.  All corporate action required to be taken for the  authorization,
issuance and sale of the Units,  Common Stock,  Warrants and Warrant  Shares and
Placement  Agent  Options  has been duly and  validly  taken.  The  Company  has
reserved for issuance a sufficient number of shares of Common Stock to be issued
upon exercise of the Warrants.  This Agreement,  the Subscription Agreements and
the other Offering Documents and Offering  Agreements have been duly and validly
authorized,  executed and delivered by the Company,  will  constitute  valid and
binding  obligations  of  the  Company,   enforceable  against  the  Company  in
accordance with their respective terms.

                           (x)      To the best of counsel's knowledge, the
execution, delivery and performance by the Company of the Offering Documents and
the Offering  Agreements,  the issuance and sale of the Common Stock,  Warrants,
Warrant Shares and Placement Agent Options, the consummation of the transactions
contemplated hereby and thereby and the compliance by the Company with the terms
and  provisions  hereof and  thereof,  do not and will not,  with or without the
giving of notice or the lapse of time, or both,  (A) conflict with, or result in
a breach of any of the terms or provisions of, or constitute a default under, or
result in the creation or modification of any lien, security interest, charge or
encumbrance  upon any of the properties or assets of the Company pursuant to the
terms of, any material mortgage, deed of trust, note, indenture, loan, contract,
commitment or other  material  agreement or instrument to which the Company is a
party or by which the Company or any of its  properties  or assets may be bound,
(B)  result  in  any  violation  of  the   provisions  of  the   Certificate  of
Incorporation  or the By-Laws of the Company,  (C) violate any Law, except where
such violation would not have a material adverse effect upon the Company, or (D)
have a material effect on any Permit.

                           (xi)     To the best of such counsel's knowledge, no
default exists in the due  performance  and observance of any term,  covenant or
condition of any material license, contract, indenture, mortgage, deed of trust,
note, loan or credit  agreement,  or any other material  agreement or instrument
evidencing an obligation for borrowed money, or any other material  agreement or
instrument  to which  the  Company  or a  Subsidiary  is a party or by which the
Company or a Subsidiary may be bound or to which any of its properties or assets
is subject,  except such defaults which,  singly or in the aggregate,  would not
have a material  adverse  effect on the Company or any  Subsidiary.  Neither the
Company nor any  Subsidiary  is in  violation of any term or  provisions  of its
Certificate  of  Incorporation  or  By-Laws.  To  the  best  of  such  counsel's
knowledge,  neither the Company nor any  Subsidiary  is in violation of any Law,
except  where such  violation  would not have a material  adverse  effect on the
Company or any Subsidiary.

                           (xii)    To the best of such counsel's knowledge, the
Company and each  Subsidiary  owns or possesses,  free and clear of all liens or
encumbrances and rights thereto or

                                       11
                                               

<PAGE>



therein by third  parties,  the  requisite  licenses or other  rights to use all
intangibles  and other  rights  necessary  to conduct its  business  (including,
without  limitation,  any such licenses or rights  described in the PPM as being
licensed to or owned or  possessed by the Company or a  Subsidiary)  and, to the
best of such  counsel's  knowledge,  there is no claim or action  by any  person
pertaining  to, or  proceeding,  pending  or  threatened  which  challenges  the
exclusive  rights of the Company or a Subsidiary with respect to any intangibles
used in the  conduct of its  business  (including  without  limitation  any such
licenses  or rights  described  in the PPM as being  owned or  possessed  by the
Company or a Subsidiary). To the best of such counsel's knowledge, the Company's
current products,  services and processes do not infringe on any Intangible held
by third persons.

                           (xiii)   To the best of such counsel's knowledge,
except as described in the PPM, there are no claims,  actions,  suits, hearings,
investigations, inquiries or proceedings of any kind or nature, before or by any
court, governmental authority, tribunal or instrumentality, domestic or foreign,
pending or  threatened  against or  affecting  the  Company or a  Subsidiary  or
involving the properties of the Company or a Subsidiary  which may result in any
material  adverse change in the business,  properties or financial  condition of
the Company or a Subsidiary,  or which may adversely  affect the transactions or
other acts  contemplated by this Agreement or the validity or  enforceability of
this Agreement.

                  4.2.2  Officers'  Certificate.  A certificate  of the Company,
signed by two executive officers thereof,  stating (i) that the  representations
and  warranties  contained  in  Section 2 hereof  are true and  accurate  at the
Closing as applied to the Company with the same effect as though  expressly made
at the Closing,  and (ii) that the Company has complied  with all  covenants and
agreements required to be complied with as of the Closing.

                  4.2.3    Investor Documents.  Subscription Agreements signed
by the Company and each of the Subscribers.

                  4.2.4    Certificates.  The certificates representing the
Common Stock and the Warrants included in the Units.

                  4.2.5    Consents.  Consents of any parties required to
consummate this Offering and the transactions contemplated thereby.

                  4.2.6  Placement  Agent Options.  At the Closing,  the Company
shall  issue  to the  Placement  Agent  and  its  designees,  five-year  options
("Placement  Agent  Options")  to purchase a number of Units equal to 10% of the
Units sold in the Offering, exercisable at a purchase price equal to 110% of the
per-Unit Offering Price, at any time until the fifth anniversary of the Closing.
The Units purchasable under the Placement Agent Options will be identical to the
Units  sold  to  the  Subscribers.  The  Placement  Agent  Option  will  contain
registration  rights with respect to the shares  underlying the Placement  Agent
Options and Warrants  issuable  upon  exercise of the  Placement  Agent  Options
identical to the registration rights granted to the Subscribers in the Offering.

                  4.2.7 Merger and Acquisition  Agreement.  On the Closing Date,
the  Company  will  enter  into a  Merger  and  Acquisition  Agreement  with the
Placement  Agent  providing for a finder's fee to be paid to the Placement Agent
if the Company participates in any merger,  consolidation,  or other transaction
in which the  Placement  Agent  introduced  the Company to the other party for a
period of five years from the Closing Date.

                  4.2.8  Insider  Agreements.  The Company  shall deliver to the
Placement  Agent  executed  originals  of the  Insider  Agreements,  pursuant to
Section 5.6 hereof signed by the Company's officers, directors (which agreements
are  also  effective  against  any  family  member  or  affiliate  of any of the
foregoing persons).

                                       12
                                                       

<PAGE>



                  4.2.9  Transfer  Sheets.  The  Company  shall  deliver  to the
Placement  Agent copy of letters to  Depository  Trust Company and the Company's
transfer agent  requesting  that the Placement  Agent be provided  copies of the
Company's  daily stock  transfer  sheet and lists of the  beneficial  and record
holders of the Company's securities, at the Company's sole cost and expense.

                  4.2.10    American Stock Exchange.  Copy of acceptance letter
for quotation of  additional  shares of Common Stock to be issued at the Closing
by the American Stock Exchange ("AMEX").

                  4.2.11    Other Documents.  Such other closing documents as
shall be reasonably requested by the Placement Agent or GM&M.

         4.3      Conditions.  The obligations of the Placement Agent under this
Agreement shall be subject to the following conditions:

                           (i)      All representations and warranties of the
Company set forth in this Agreement are true and accurate as of the date of the
Closing; and

                           (ii)     The Company has complied with all covenants
and agreements required to be complied with as of the date of the Closing.

         4.4 Placement  Agent's Fees and Expenses.  At the Closing,  the Company
shall pay to the  Placement  Agent a  commission  equal to 10% of the  aggregate
purchase  price of the Units sold in the  Offering.  In order to  reimburse  the
Placement Agent for its expenses  incurred in connection  with the Offering,  at
the Closing, the Company also shall pay to the Placement Agent a non-accountable
expense allowance equal to 3% of the aggregate purchase price of the Units (less
$10,000 paid on account)  sold in the  Offering.  On or before the Closing,  the
Company shall also pay the fees and disbursements of GM&M referred to in Section
5.2 below in connection with the qualification of the Units under the securities
or Blue Sky laws of the states which the Placement Agent shall designate and the
other  expenses of the offering  that are referred to in Section 5.2 below.  All
the foregoing  amounts are payable  directly to the parties who are owed same by
deduction from the aggregate pur chase price of the Units sold.

5.       Covenants.  The Company covenants and agrees that:

         5.1  Amendments  to Offering  Documents.  Until the  Offering  has been
completed  or  terminated,  if  there  shall  occur  any  event  relating  to or
affecting,  among other things,  the Company or any  affiliate,  or the proposed
operations of the Company as described in the Offering Documents, as a result of
which it is  necessary,  in the  reasonable  opinion of GM&M or counsel  for the
Company,  to  amend or  supplement  the  Offering  Documents  in order  that the
Offering  Documents  will not contain an untrue  statement of a material fact or
omit to state a material fact necessary in order to make the statements therein,
in the light of the  circumstances  under which they were made, not  misleading,
the Company  shall  immediately  prepare and  furnish to the  Placement  Agent a
reasonable number of copies of an appropriate  amendment of or supplement to the
Offering Documents, in form and substance satisfactory to GM&M.

         5.2 Expenses of Offering.  The Company  shall be  responsible  for, and
shall pay, all fees,  disbursements and expenses incurred in connection with the
Offering, including, but not limited to, the Company's legal and accounting fees
and disbursements,  the costs of preparing,  printing,  mailing, delivering and,
where  necessary,  filing the Offering  Documents,  including all amendments and
supplements thereto, this Agreement,  the Subscription  Agreement,  Warrants and
Placement  Agent  Options  and  related  documents,  all  in  quantities  as the
Placement  Agent  may  reasonably  require;   preparation  of  four  transaction
"bibles"; the reasonable costs of up to $10,000 of any "due diligence

                                       13
                                   

<PAGE>



meetings" or  investigations  conducted by the Company  including  the fees of a
consultant  to  render a due  diligence  report  to the  Placement  Agent on the
Company;  preparation  and printing of stock and warrant  certificates;  and the
fees and  disbursements  of GM&M in connection with blue sky matters (which fees
(excluding  disbursements)  shall be  approximately  $10,000),  plus  "blue sky"
filing  fees to be paid in the  various  states  (as such fees  become  due) and
transfer taxes and transfer and warrant agent fees.

         5.3 Further  Assurances.  The Company  will take such actions as may be
reasonably  required or desirable to carry out the  provisions of this Agreement
and the  transactions  contemplated  hereby.  The Company further agrees to take
promptly,  or cause to be taken, all actions and to do promptly,  or cause to be
done,  all  other  things   necessary,   proper  or  advisable  to  prepare  the
registration  statement necessary to file with the Commission in connection with
the  proposed  initial  public  offering  and have such  registration  statement
declared effective by the Commission.

         5.4   Capitalization.   The   Company   will  not  change  its  current
capitalization or issue any shares of capital stock or any options,  warrants or
other  securities  convertible  into or exchangeable for shares of Common Stock,
other than as contemplated  in the Letter of Intent,  without the consent of the
Placement  Agent prior to the earlier of the  abandonment or consummation of the
Offering.

         5.5 Restriction on Sales of Securities. The Company shall cause each of
the Company's officers and directors to execute an agreement which provides that
during the three year period  following the Closing,  the Placement  Agent shall
have the right to  purchase  for its  account or to sell for the account of such
persons  (including  any  family  member or  affiliate  of any of the  foregoing
persons (collectively,  "Insiders"),  any securities sold by the Insiders on the
open market,  including  sales pursuant to Rule 144 under the Securities Act and
each Insider will agree to consult with the  Placement  Agent with regard to any
such sales and will  offer the  Placement  Agent the  exclusive  opportunity  to
purchase or sell such  securities on terms at least as favorable to the Insiders
as they can secure elsewhere.

         5.6 Right of First Refusal.  The Company hereby grants to the Placement
Agent a thirty-day  right of first  refusal to underwrite or place any public or
private sale of debt or equity securities  ("Future Offering") of the Company or
any  subsidiary  or  successor  of the  Company,  during the  three-year  period
following  the Closing.  If the  Placement  Agent fails to accept in writing any
proposal  for such  Future  Offering  within 30 days after  receipt of a written
notice from the Company containing such proposal, then the Placement Agent shall
have no claim or right with respect to such Future Offering. If, thereafter, the
terms of the Future Offering are modified in any material  respect,  the Company
shall adopt the same procedure as with respect to the original proposal.

         5.7 Designee to the Board of Directors. For a period of three (3) years
from the Closing, the Placement Agent shall have the right to designate a person
to serve on the  Company's  Board of  Directors.  The Company  will appoint such
designee to the Board promptly after the Placement Agent  designates such person
and shall  recommend and use its best efforts to have such  designee  elected at
each annual or other meeting held after such  appointment  during the three-year
period, at which directors of the Company are to be elected. Alternatively,  the
Placement Agent shall have the right to designate and send a representative (who
need not be the same individual from meeting to meeting) to observe each meeting
of the  Board  of  Directors.  Such  designee  shall  receive  no  more  or less
compensation than is paid to other  non-management  directors of the Company and
such designee and representative shall be entitled to receive  reimbursement for
all reasonable  costs incurred in attending  such meetings,  including,  but not
limited to, food, lodging and transportation.

         5.8 Accuracy of  Representations  and  Warranties.  The Company  hereby
agrees that prior to the Termination Date it will not enter into any transaction
or take any action,  and will use its best efforts to prevent the  occurrence of
any event, which could result in any of its representations,

                                       14
                                                       

<PAGE>



warranties  or  covenants  contained  in this  Agreement  or any of the Offering
Documents not to be true and correct, or not to be performed as contemplated, at
and as of the time  immediately  after the  occurrence  of such  transaction  or
event.

         5.9      Warrant Solicitation and Warrant Solicitation Fee.

                  5.9.1  Engagement.  The Company  hereby  engages the Placement
Agent,  on a  non-exclusive  basis,  as its  agent for the  solicitation  of the
exercise  of the  Warrants.  The  Company,  at its  cost,  will (i)  assist  the
Placement Agent with respect to such solicitation, if requested by the Placement
Agent and (ii) provide the Placement  Agent,  and direct the Company's  transfer
and warrant agents to deliver to the Placement Agent,  lists of the record,  and
to the extent  known,  beneficial  owners of the  Warrants.  The  Company  shall
instruct the transfer and warrant agents to cooperate  with the Placement  Agent
in  every  respect  in  connection  with  the  Placement  Agent's   solicitation
activities,  including, but not limited to, providing to the Placement Agent, at
the Company's  cost, a list of record and beneficial  holders of the Warrant and
providing disclosure documents,  where necessary,  to holders of the Warrants at
the time of exercise of the Warrants.

                  5.9.2  Procedure.  In each  instance  in  which a  Warrant  is
exercised,  the Company shall  promptly give written  notice of such exercise to
the Placement Agent. If, upon the exercise of any Warrant,  (i) the market price
of the Company's Common Stock is greater than the Warrant  exercise price,  (ii)
disclosure of compensation  arrangements was made at the time of offering and of
exercise (as required by applicable law, rule or regulation), (iii) the exercise
of the Warrant was  solicited by the Placement  Agent,  (iv) the Warrant was not
held in a discretionary account, and (v) the solicitation of the exercise of the
Warrant was not in violation of Regulation M (as such rule or any successor rule
may be in effect as of such time of  exercise)  promulgated  under the  Exchange
Act, then the Company shall, upon exercise of the Warrant, pay from the proceeds
received upon exercise of the Warrant a fee of 5% of the Warrant  exercise price
to the  Placement  Agent,  provided  that the  Placement  Agent  delivers to the
Company a certificate  that the  conditions  set forth in the preceding  clauses
(iii),  (iv) and (v) have been  satisfied.  The Placement Agent may, at any time
during business hours, examine the records of the Company,  including its ledger
of  original  Warrant  certificates  returned to the  Company  upon  exercise of
Warrants.

         5.10 Listing of  Securities.  The Company shall apply for listing,  and
obtain  such  listing,  for the shares of Common  Stock  issuable as part of the
Units,  upon  exercise of the  Warrants,  the  Placement  Agent  Options and the
Warrants  underlying  the  Placement  Agent  Options on AMEX, at or prior to the
Closing and maintain such listing until the seventh  anniversary  of the date of
Closing.  At the request of the  Placement  Agent,  the Company  shall apply for
quotation  of its Common Stock on the Nasdaq Stock Market prior to the filing of
the  Registration  Statement  described  in  Section  6  hereof,  if the  filing
qualifications of the Nasdaq Stock Market are met.

         5.11     Affiliate Transactions.  The Company hereby agrees that for a
period of two years from the  Closing,  it shall not lend money to or enter into
any other similar transaction with any Insider.

         5.12  Regulation S Filing.  The Company shall not commence any offer of
securities of the Company  pursuant to Regulation S of the Securities Act or any
successor regulation during the two year period following the Closing.

6.       Registration Rights; Subscriber Lockup.

         6.1 Registration Rights. As additional consideration for this Agreement
and the transactions  contemplated hereby, the Company agrees with the Placement
Agent and will agree with each  Subscriber,  as the case may be, to register for
resale under a Registration Statement ("Registration Statement") pursuant to the
Securities Act and the Blue Sky or state securities laws of

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states  reasonably  selected by the Placement Agent, the Common Stock comprising
the Units and the Common Stock  underlying  the Warrants,  the  Placement  Agent
Options and the Warrants  underlying  the Placement  Agent Option  ("Registrable
Securities"). The Company agrees that upon the written demand of at least 51% of
the holders of the Registrable  Securities  ("Majority  Holders") it will file a
Registration  Statement  and use its best efforts to have it declared  effective
within 60 days after the demand of the Majority Holders.  The Company shall keep
the  Registration  Statement  effective  and  current  until all the  securities
registered  thereunder  are  sold or can be sold  freely  under  an  appropriate
exemption from the securities laws of the United States and the states,  without
limitation.  The  Company  shall bear all the  expenses  and pay all the fees it
incurs in connection with the preparation,  filing and modification or amendment
of the Registration  Statement,  The Company agrees with the Placement Agent and
the  Subscribers  that it will  provide  copies  of the  Registration  Statement
(including  each amendment and  supplement)  to GM&M and the Placement  Agent at
least  5 days  prior  to its  planned  filing  date  with  the  Commission.  The
registration rights granted in respect of the Registrable Securities shall inure
to the  benefit  of each  pledgee,  assignee,  transferee  or  purchaser  of the
Registrable Securities and each successor and heir of the Subscribers, Placement
Agent and the holders of the Placement Agent Options.

         6.2  Lockup  by  Subscribers.   Notwithstanding  the  foregoing,   each
Subscription  Agreement will provide that each  Subscriber  will not sell any of
the  securities  of the Company  purchased in the Offering or any of the Warrant
Shares for a period of one year after the  Closing,  without  the prior  written
consent of the Placement Agent.

7.        Indemnification and Contribution.

         7.1 Indemnification by the Company. The Company agrees to indemnify and
hold  harmless the  Placement  Agent and each  person,  if any, who controls the
Placement Agent within the meaning of the Securities Act and/or the Exchange Act
against any losses, claims,  damages or liabilities,  joint or several, to which
the Placement Agent or such  controlling  person may become  subject,  under the
Securities  Act or  otherwise,  insofar  as  such  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof) arise out of or are based upon (i)
any untrue  statement or alleged  untrue  statement of a material fact contained
(A) in the  Offering  Documents,  or (B) in any  blue sky  application  or other
document  executed by the Company  specifically  for blue sky  purposes or based
upon any other written information  furnished by the Company or on its behalf to
any  state or other  jurisdiction  in order to  qualify  any or all of the Units
under the securities laws thereof (any such application, document or information
being  hereinafter  called a "Blue  Sky  Application"),  (ii) any  breach by the
Company of any of its representations,  warranties or covenants contained herein
or in any of the Offering Agreements,  or (iii) the omission or alleged omission
by the Company to state in the Offering Documents or in any Blue Sky Application
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; and will reimburse the Placement Agent and each such controlling
person for any legal or other  expenses  reasonably  incurred  by the  Placement
Agent or such controlling  person in connection with  investigating or defending
any such loss,  claim,  damage,  liability or action,  whether arising out of an
action between the Placement  Agent and the Company or the Placement Agent and a
third party; provided,  however, that the Company will not be liable in any such
case to the extent that any such loss, claim,  damage or liability arises out of
or is based upon (i) an untrue statement or alleged untrue statement or omission
or  alleged  omission  made in  reliance  upon and in  conformity  with  written
information  regarding the Placement  Agent which is furnished to the Company by
the Placement Agent  specifically for inclusion in the Offering Documents or any
such  Blue Sky  Application  or (ii) any  breach by the  Placement  Agent of the
representations, warranties or covenants contained herein (collectively, (i) and
(ii) above are referred to as the "Non-Indemnity Events").

         7.2      Indemnification by the Placement Agent.  The Placement Agent
agrees to indemnify and hold harmless the Company and each person, if any, who
controls the Company within the

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<PAGE>



meaning of the  Securities  Act and/or the  Exchange  Act  against  any  losses,
claims,  damages or liabilities,  joint or several, to which the Company or such
controlling  person may become  subject,  under the  Securities Act or otherwise
insofar as such losses,  claims,  damages or liabilities  (or actions in respect
thereof)  arise  out of or are  based  upon any  Non-Indemnity  Event;  and will
reimburse  the Company and each such  controlling  person for any legal or other
expenses  reasonably  incurred  by the  Company  or such  controlling  person in
connection  with  investigating  or  defending  any such  loss,  claim,  damage,
liability or action provided that such loss, claim, damage or liability is found
ultimately to arise out of or be based upon any Non-Indemnity Event.

         7.3 Procedure.  Promptly  after receipt by an  indemnified  party under
this Section 6 of notice of the  commencement  of any action,  such  indemnified
party will, if a claim in respect thereof is to be made against any indemnifying
party  under this  Section 7, notify in writing  the  indemnifying  party of the
commencement  thereof; and the omission so to notify the indemnifying party will
relieve the indemnifying party from any liability under this Section 7 as to the
particular item for which indemnification is then being sought, but not from any
other  liability  which it may have to any  indemnified  party. In case any such
action is brought against any indemnified party, and it notifies an indemnifying
party of the commencement  thereof,  the indemnifying  party will be entitled to
participate  therein, and to the extent that it may wish, jointly with any other
indemnifying  party,  similarly  notified,  to assume the defense thereof,  with
counsel who shall be to the reasonable  satisfaction of such indemnified  party,
and after notice from the indemnifying  party to such  indemnified  party of its
election so to assume the defense thereof,  the  indemnifying  party will not be
liable to such  indemnified  party  under this  Section 7 for any legal or other
expenses  subsequently incurred by such indemnified party in connection with the
defense  thereof  other  than  reasonable  costs  of  investigation.   Any  such
indemnifying  party shall not be liable to any such indemnified party on account
of any  settlement of any claim or action  effected  without the consent of such
indemnifying party.

         7.4 Contribution. If the indemnification provided for in this Section 7
is  unavailable  to any  indemnified  party in  respect to any  losses,  claims,
damages,  liabilities  or expenses  referred to therein,  then the  indemnifying
party, in lieu of indemnifying  such indemnified  party,  will contribute to the
amount paid or payable by such  indemnified  party,  as a result of such losses,
claims,  damages,   liabilities  or  expenses  (i)  in  such  proportion  as  is
appropriate to reflect the relative  benefits received by the Company on the one
hand, and the Placement Agent, on the other hand, from the Offering,  or (ii) if
the allocation  provided by clause (i) above is not permitted by applicable law,
in such  proportion as is appropriate to reflect not only the relative  benefits
referred to in clause (i) above, but also the relative fault of the Company,  on
the one hand, and of the Placement  Agent, on the other hand, in connection with
the  statements or omissions  which  resulted in such losses,  claims,  damages,
liabilities or expenses as well as any other relevant equitable  considerations.
The  relative  benefits  received  by the  Company,  on the  one  hand,  and the
Placement Agent, on the other hand, shall be deemed to be in the same proportion
as the total  proceeds  from the  Offering  (net of sales  commis  sions and the
non-accountable expense allowance, but before deducting other expenses) received
by the Company bear to the commissions  and  non-accountable  expense  allowance
received by the Placement Agent.  The relative fault of the Company,  on the one
hand,  and the  Placement  Agent,  on the other hand,  will be  determined  with
reference to, among other things, whether the untrue or alleged untrue statement
of a  material  fact  or the  omission  to  state a  material  fact  relates  to
information supplied by the Company, and its relative intent, knowledge,  access
to information and opportunity to correct or prevent such statement or omission.

         7.5 Equitable Considerations. The Company and the Placement Agent agree
that it would not be just and equitable if contribution pursuant to this Section
7 were  determined  by pro rata  allocation or by any other method of allocation
which does not take into account the equitable considerations referred to in the
immediately preceding paragraph.

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<PAGE>



         7.6 Attorneys' Fees. The amount payable by a party under this Section 7
as a result of the losses, claims, damages,  liabilities or expenses referred to
above will be deemed to include any legal or other fees or  expenses  reasonably
incurred by such party in connection with  investigating or defending any action
or claim.

8.  Termination by Placement  Agent. The Placement Agent shall have the right to
terminate  this  Agreement at any time prior to the Closing if (i) the Placement
Agent determines that market  conditions  would preclude a successful  offering;
(ii) a material  adverse  change not yet  reported  by the Company in its public
filings has occurred in the  financial  condition,  business or prospects of the
Company; or (iii) the Company has breached any of its material  representations,
warranties or obligations hereunder, or failed to expeditiously proceed with the
Offering.  If the  Placement  Agent elects not to proceed with the Offering as a
result of the  condition  enumerated in clause (i) above,  the  Placement  Agent
shall be  entitled  to retain  the  deposit  of  $10,000  previously  paid to it
("Deposit"),  but the Company shall not be liable to MHM for any other expenses.
If the  Placement  Agent  elects not to proceed with the Offering as a result of
any of the  conditions  enumerated in any of clauses (ii) or (iii) above,  or if
the Company elects not to proceed with the Offering for any reason, then (a) the
Company  shall  reimburse  the  Placement  Agent  in  full  for  its  reasonable
out-of-pocket expenses (including,  without limitation its reasonable legal fees
and  disbursements)  up to an  aggregate of $25,000,  against  which the Deposit
shall be applied as a credit and (b) if the Company  subsequently engages in any
public  offering,   private  placement  or  other  capital  raising  transaction
involving  the  sale of its  securities,  or in any sale or  exchange  of all or
substantially  all  of  its  assets  or  outstanding  shares  of  capital  stock
(including  by way of merger),  or in any similar  transaction  within 12 months
following  the  termination  of the  Offering,  then the  Company  shall pay the
Placement  Agent a fee of $200,000.  The  provisions of Sections 7 and 8 of this
Agreement shall survive the termination of this Agreement for any reason.

9.       Notices.  Any notice hereunder shall be in writing and shall be
effective  when delivered in person or by facsimile  transmission,  or mailed by
certified mail, postage prepaid,  return receipt  requested,  to the appropriate
party or parties, at the following addresses: if to the Placement Agent, to M.H.
Meyerson & Co., Inc., 525 Washington Blvd,  Jersey City, New Jersey  07303-0260,
Attention:  Ronald I.  Heller  (Fax No.  201-459-9510);  with a copy to Graubard
Mollen & Miller,  600 Third Avenue, New York, New York 10016,  Attention:  David
Alan Miller, Esq. (Fax No. 212/818-8881); if to the Company, to Globalink, Inc.,
9302 Lee Highway, 12th Floor, Fairfax,  Virginia 22031, Attention:  Mr. Harry E.
Hagerty,  Jr., President (Fax No.  703/273-3866);  with a copy to The Stoppelman
Law Firm, 1749 Meadow Road, Suite 610, McLean,  Virginia 22102-4310,  Attention:
John S. Stoppelman, Esq. (Fax No. 703 827-7455); or, in each case, to such other
address as the parties may hereinafter designated by like notice.

10. Parties. This Agreement will inure to the benefit of and be binding upon the
parties hereto and their  respective  successors and assigns.  Neither party may
assign this  Agreement or its  obligations  hereunder  without the prior written
consent of the other  party.  This  Agreement is intended to be, and is, for the
sole and exclusive  benefit of the parties  hereto and the persons  described in
Section 7.1 and 7.2 hereof and their respective  successors and assigns, and for
the  benefit  of no other  person,  and no other  person  will have any legal or
equitable right, remedy or claim under, or in respect of this Agreement.

11.      Amendment and/or Modification.  Neither this Agreement, nor any term or
provision  hereof,  may be changed,  waived,  discharged,  amended,  modified or
terminated  orally,  or in any  manner  other than by an  instrument  in writing
signed by each of the parties hereto.

12.      Further Assurances.  Each party to this Agreement will perform any and
all acts and execute any and all  documents as may be necessary and proper under
the  circumstances  in order to  accomplish  the  intents  and  purposes of this
Agreement and to carry out its provisions.

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<PAGE>



13.      Validity.  In case any term of this Agreement will be held invalid,
illegal or unenforceable, in whole or in part, the validity of any of the other
terms of this Agreement will not in any way be affected thereby.

14.  Waiver of Breach.  The  failure of any party  hereto to insist  upon strict
performance  of any of the  covenants and  agreements  herein  contained,  or to
exercise any option or right herein conferred in any one or more instances, will
not be construed to be a waiver or  relinquishment  of any such option or right,
or of any other covenants or agreements, and the same will be and remain in full
force and effect.

15.  Entire  Agreement.   This  Agreement  contains  the  entire  agreement  and
understanding  of the  parties  with  respect to the subject  matter  hereof and
thereof, respectively, and there are no representations,  inducements,  promises
or agreements,  oral or otherwise,  not embodied in this Agreement.  Any and all
prior discussions,  negotiations,  commitments and understanding relating to the
subject matter of these agreements are superseded by them.

16.      Counterparts.  This Agreement may be executed in counterparts and each
of such counterparts will for all purposes be deemed to be an original, and such
counterparts will together constitute one and the same instrument.

17. Law.  This  Agreement  will be deemed to have been made and delivered in New
York City and will be governed  as to  validity,  interpretation,  construction,
effect and in all other  respects by the  internal law of the State of New York.
The Company (i) agrees that any legal suit, action or proceeding  arising out of
or relating to this Agreement 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 an
inconvenient  forum, 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.  The Company further agrees to accept and acknowledge service of any
and all process  which may be served in any such suit,  action or  proceeding in
the 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 such  suit,  action  or
proceeding.

18.   Representations,   Warranties  and  Covenants  to  Survive  Delivery.  The
respective representations,  indemnities,  agreements, covenants, warranties and
other statements of the Company and the Placement Agent shall survive  execution
of this  Agreement  and  delivery of the Units  and/or the  termination  of this
Agreement prior thereto.

                                       19
                                                       

<PAGE>


                  If  you  find  the  foregoing  is  in   accordance   with  our
understanding, kindly sign and return to us a counterpart hereof, whereupon this
instrument along with all counterparts  will become a binding  agreement between
us.

                                               Very truly yours,

                                               GLOBALINK, INC.



                                               By:
                                                  Harry E. Hagerty, Jr.
                                                  Chief Executive Officer

AGREED:

M.H. MEYERSON & CO., INC.



By:
      Michael Silvestri
      President

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