GLOBALINK, INC.
                           EMPLOYEE STOCK OPTION PLAN















\\\DC - 63353/3 - 0567211.01

<PAGE>


TABLE OF CONTENTS

                                                       Page

1.   PURPOSE                                           1
2.   DEFINITIONS                                       1
3.   ADMINISTRATION                                    3
3.1. Board                                             3
3.2. Committee                                         3
3.3. No Liability                                      3
4.   STOCK                                             4
5.   ELIGIBILITY                                       4
6.   EFFECTIVE DATE AND TERM                           4
6.1. Effective Date                                    4
6.2. Term                                              4
7.   GRANT OF OPTIONS                                  4
8.   OPTION AGREEMENTS                                 5
9.   OPTION PRICE                                      5
10.  TERM AND EXERCISE OF OPTIONS                      5
10.1.Term                                              5
10.2.Option Period and Limitations on Exercise         5
10.3.Change in Control                                 6
10.4.Method of Exercise                                6
11.  TRANSFERABILITY OF OPTIONS                        7
11.1.Transferability of Options                        7
11.2.Family Transfers.                                 8
12.  TERMINATION OF SERVICE RELATIONSHIP               8
13.  RIGHTS IN THE EVENT OF DEATH OR DISABILITY        8
13.1.Death                                             8
13.2.Disability                                        9
14.  USE OF PROCEEDS                                   10
15.  SECURITIES LAWS                                   10
16.  EXCHANGE ACT: RULE 16b-3                          11
16.1.General                                           11
16.2.Compensation Committee                            11
16.3.Restriction on Transfer of Stock                  11
17.  AMENDMENT AND TERMINATION                         11
18.  EFFECT OF CHANGES IN CAPITALIZATION               12
18.1 Changes in Stock                                  12
18.2.Reorganization With Corporation Surviving         12
18.3.Other Reorganizations; Sale of Assets or Stock    12
18.4.Adjustments                                       13
18.5.No Limitations on Corporation                     13
19.  WITHHOLDING                                       13
20.  DISCLAIMER OF RIGHTS                              13


\\\DC - 63353/3 - 0567211.01

<PAGE>





21.  NONEXCLUSIVITY                                    14
22.  NONCOMPETITION                                    14
23.  GOVERNING LAW.                                    14





































<PAGE>


                                GLOBALINK, INC.
                           EMPLOYEE STOCK OPTION PLAN








                  Globalink,  Inc., a Delaware  corporation (the "Corporation"),
sets forth  herein the terms of the  Employee  Stock Option Plan (the "Plan") as
follows:

1.    PURPOSE
                  The  Plan  is  intended  to  advance  the   interests  of  the
Corporation  by  providing  eligible  individuals,   persons  and  entities  (as
designated pursuant to Section 5 hereof) an opportunity to acquire or increase a
proprietary  interest in the  Corporation,  which  thereb will create a stronger
incentive to expend maximum effort for the growth and success of the Corporation
and its subsidiaries and will encourage such eligible  individuals,  persons and
entities to continue to service the Corporation. Each stock option granted under
the Plan is not intended to be an Incentive  Stock Option  within the meaning of
Section 422 of the Code.

2.    DEFINITIONS
      For purposes of  interpreting  the Plan and related  documents  (including
Option Agreements), the following definitions shall apply:
                       2.1      "Affiliate" means Globalink, Inc. and any
company or other trade or business that is controlled by or under common control
with the  Corporation,  (determined in accordance with the principles of Section
414(b) and 414(c) of the Code and the regulations thereunder) or is an affiliate
of the Corporation within the meaning of Rule 405 of Regulation C under the 1933
Act.
                       2.2      "Board" means the Board of Directors of the
Corporation.
                       2.3      "Code" means the Internal Revenue Code of 1986,
as now in effect or as hereafter amended.
                       2.4      "Committee" means the Compensation Committee of
the Board which must consist of no fewer than two members of the Board and shall
be appointed by the Board.
                       2.5      "Corporation" means Globalink, Inc.
                       2.6      "Effective Date" means the date of adoption of
the Plan by the Board.
                       2.7      "Employer" means Globalink, Inc. or other
Affiliate which employs the designated recipient of an Option.
                       2.8      "Exchange Act" means the Securities Exchange Act
of 1934, as now in effect or as hereafter amended.


\\\DC - 63353/3 - 0567211.01

<PAGE>





                       2.9      "Fair Market Value" means the value of each
share of Stock subject to the Plan  determined as follows:  if on the Grant Date
or other  determination  date the shares of Stock are  listed on an  established
national or regional stock  exchange,  are admitted to quotation on the National
Association of Securities  Dealers  Automated  Quotation System, or are publicly
traded on an established  securities market, the Fair Market Value of the shares
of Stock shall be the closing  price of the shares of Stock on such  exchange or
in such market (the highest  such  closing  price if there is more than one such
exchange or market) on the trading day  immediately  preceding the Grant Date or
such other  determination  date (or if there is no such reported  closing price,
the Fair Market Value shall be the mean between the highest bid and lowest asked
prices or between  the high and low sale prices on such  trading  day) or, if no
sale of the  shares  of Stock is  reported  for such  trading  day,  on the next
preceding day on which any sale shall have been reported. If the shares of Stock
are not listed on such an  exchange,  quoted on such  System or traded on such a
market, Fair Market Value shall be determined by the Board in good faith.
                       2.10     "Grant Date" means the later of (i) the date as
of which  the  Committee  approves  the  grant and (ii) the date as of which the
Optionee and the  Corporation or Affiliate enter the  relationship  resulting in
the Optionee being eligible for grants.
                       2.11     "Immediate Family Members" means the spouse,
children and grandchildren of the Optionee.
                       2.12     "Option" means an option to purchase one or more
shares of Stock pursuant to the Plan.
                       2.13     "Option Agreement" means the written agreement
evidencing the grant of an Option hereunder.
                       2.14     "Optionee" means a person who holds an Option
under the Plan.
                       2.15     "Option Period" means the period during which
Options may be exercised as defined in Section 10.
                       2.16     "Option Price" means the purchase price for each
share of Stock subject to an Option.
                       2.17     "Plan" means the Globalink, Inc. Employee Stock
Option Plan.
                       2.18     "1933 Act" means the Securities Act of 1933, as
now in effect or as hereafter amended.
                       2.19     "Stock" mean the shares of common stock, par
value $.01 per share, of the Corporation.
                       2.20     "Subsidiary" means any "subsidiary corporation"
of the Corporation within the meaning of Section 425(f) of the Code.


<PAGE>






3.    ADMINISTRATION

3.1.  Board
      The Plan  shall be  administered  by the Board  which  shall have the full
power and authority to take all actions and to make all determinations  required
or provided for under the Plan or any Option granted or Option Agreement entered
into hereunder and all such other actions and  determinations  not  inconsistent
with the  specific  terms and  provisions  of the Plan deemed by the Board to be
necessary or appropriate to the administration of the Plan or any Option granted
or Option Agreement entered into hereunder.  The interpretation and construction
by the Board of any  provision  of the Plan or of any  Option  granted or Option
Agreement entered into hereunder shall be final, binding and conclusive.

3.2.  Committee
                  If the Board so delegates, the Plan may be administered by the
Committee  appointed by the Board, which shall have the full power and authority
to take all actions  and to make all  determinations  required  or provided  for
under the Plan or any Option granted or Option Agreement  entered into hereunder
and all such other actions and determinations not inconsistent with the specific
terms and  provisions  of the Plan deemed by the  Committee  to be  necessary or
appropriate  to the  administration  of the Plan or any Option granted or Option
Agreement  entered into hereunder.  The  interpretation  and construction by the
Committee  of any  provision  of the Plan or of any  Option  granted  or  Option
Agreement entered into hereunder shall be final and conclusive.

3.3.  No Liability
                  No member of the Board or of the Committee shall be liable for
any action or  determination  made,  or any failure to take or make an action or
determination,  in good faith with  respect to the Plan or any Option grant d or
Option Agreement entered into hereunder.

4.    STOCK
                  The stock that may be issued pursuant to Options granted under
the Plan shall be Stock,  which shares may be treasury  shares or authorized but
unissued  shares.  The number of shares of Stock that may be issued  pursuant to
Options  granted  under the Plan  shall not  exceed in the  aggregate  1,400,000
shares of Stock,  which number of shares is subject to adjustment as provided in
Section 20 hereof.  If any Option  expires,  terminates or is terminated for any
reason  prior to exercise in full,  the shares of Stock that were subject to the
unexercised portion of such Option shall be available for future Options granted
under the Plan.


\\\DC - 63353/3 - 0567211.01

<PAGE>






5.    ELIGIBILITY
                  Options  may be granted  under the Plan to (i) any  officer or
key employee of the Corporation or any Subsidiary  (including any such fficer or
key employee who is also a director of the  Corporation  or any  Subsidiary)  or
(ii) any other individual,  person or entity whose  participation in the Plan is
determined to be in the best interests of the  Corporation by the Committee.  An
individual,  person or entity  may hold more than one  Option,  subject  to such
restrictions as are provided herein.

6.    EFFECTIVE DATE AND TERM

6.1.  Effective Date
                  The Plan shall become  effective as of the date of adoption by
the Board.

6.2.  Term
                  The  Plan  shall  terminate  on the date 10  years  after  the
effective date.

7.    GRANT OF OPTIONS
                  Subject to the terms and conditions of the Plan, the committee
may, at any time and from time to time prior to the date of  termination  of the
Plan,  grant to such eligible  individuals,  person or entities as the Committee
may  determine  options to purchase such number of shares of stock on such terms
and conditions as the Committee may determine.  Without  limiting the foregoing,
the Committee may at any time, with the consent of the optionee, amend the terms
of  outstanding  options or issue new options in exchange for the  surrender and
cancellation of outstanding  options.  the date on which the committee  approves
the grant of an option  (or such later date as is  specified  by the  committee)
shall be considered the date on which such option is granted.

8.    OPTION AGREEMENTS
                  All Options granted pursuant to the Plan shall be evidenced by
written  agreements to be executed by the Corporation and the Optionee,  in such
form or  forms  as the  Committee  shall  from  time to time  determine.  Option
Agreements  covering  Options granted from time to time or at the same time need
not  contain  similar  provisions;   provided,  however,  tha  all  such  Option
Agreements shall comply with all terms of the Plan.

9.    OPTION PRICE
                  The purchase price of each share of Stock subject to an Option
shall be fixed by the Committee and stated in each Option Agreement.  The Option
Price shall be not less


<PAGE>





than the greater of par value or 50 percent of the Fair Market  Value of a share
of the Stock  covered  by the  Option  on the date the  Option  is  granted  (as
determine in good faith by the Committee).

10.   TERM AND EXERCISE OF OPTIONS

10.1. Term
                  Each Option  granted  under the Plan shall  terminate  and all
rights to purchase shares thereunder shall cease upon the expiration of 10 years
from the date such  Option is granted,  or on such date prior  thereto as may be
fixed by the  Committee  and stated in the  Option  Agreement  relating  to such
Option.

10.2. Option Period and Limitations on Exercise
                  Each Option  granted  under the Plan shall be  exercisable  in
whole or in part at any time and from time to time over a period  commencing  on
or after the date of grant of the  Option  and  ending  upon the  expiration  or
termination of the Option, as the Committee shall determine and set forth in the
Option Agreement  relating to such Option.  Without limitation of the foregoing,
the Committee,  subject to the terms and conditions of the Plan, may in its sole
discret on provide  that an Option may not be  exercised in whole or in part for
any period or periods of time  during  which such Option is  outstanding  as the
Committee shall determine and set forth in the Option Agreement relating to such
Option. Any such limitation on the exercise of an Option contained in any Option
Agreement may be  rescinded,  modified or waived by the  Committee,  in its sole
discretion,  at any time and from  time to time  after the date of grant of such
Option.

10.3. Change in Control
                  In the event of a "Change of Control",  all non-vested Options
outstanding under the Plan shall become immediately exercisable. For purposes of
this Plan, "Change of Control" means:
                  (a)  execution  by the  Corporation  of an  agreement  for the
merger of the Corporation into or with another corporation,  the result of which
would be that the  stockholders  of the  Corporation at the time of execution of
such  agreement  would own less than 49% of the total equity of the  corporation
surviving the merger; or
                  (b) the sale of assets of the Corporation  having an aggregate
book  value  of 40% or  more  of the  total  book  value  of all  assets  of the
Corporation as shown on the then most recent annual audited financial  statement
of the Corporation; or


\\\DC - 63353/3 - 0567211.01

<PAGE>





                  (c) a change of control of a nature  that would be required to
be  reported  in  response  to  Item  5(f) of  Schedule  14A of  Regulation  14A
promulgated under the Exchange Act, provided that,  without  limitation,  such a
change of control  shall be deemed to have occurred if (i) any "person" (as such
term is used in Sections  13(d) and 14(d) of the Exchange Act) is or becomes the
"beneficial  owner" (as defined in Rule 13d-3 under the Exchange Act),  directly
or  indirectly,  of  securities  of  the  Corporation  representing  25%  of the
Corporation's  then  outstanding  securities;  or (ii)  during  any two (2) year
period,  individuals who at the beginning of such period constitute the Board of
Directors,  together  with any new  directors  elected or  appointed  during the
period whose  election or  appointment  resulted  from a vacancy on the Board of
Directors caused by the retirement, death, or disability of a director and whose
election or appointment was approved by a vote of at least  two-thirds  (2/3rds)
of the directors then still in office who were directors at the beginning of the
period, cease for any reason to constitute a majority thereof;

and  provided  further  that no such  change of control  shall be deemed to have
occurred if prior to such transaction the full Board of Directors of the Company
shall by at least a two-thirds vote have specifically  approved such transaction
and determined that such transaction does not constitute a Change in Control for
purposes of Options granted under the Plan

10.4. Method of Exercise
                  An Option that is exercisable  hereunder  may be  exercised by
delivery  to the  Corporation  on any  business  day,  at its  principal  office
addressed to the  attention  of the  Committee,  of written  notice of exercise,
which  notice  shall  specify the number of shares for which the Option is being
exercised,  and shall be  accompanied  by payment in full of the Option Price of
the shares for which the Option is being exercised.  Payment of the Option Price
for the shares of Stock purchased pursuant to the exercise of an Option shall be
made,  as  determined  by the  Committee  and set forth in the Option  Agreement
pertaining to an Option,  (a) in cash or by certified check payable to the order
of the  Corporation;  (b)  through  the tender to the  Corporation  of shares of
Stock,  which shares,  if acquired from the Corporation,  have been owned for at
least  six (6)  months  and  which  shares  shall be  valued,  for  purposes  of
determining the extent to which the Option Price has been paid thereby, at their
Fair  Market  Value  on the date of  exercise;  or (c) by a  combination  of the
methods  described in Sections  10.4(a) and 10.4(b) hereof;  provided,  however,
that the  Committee  may in its  discretion  impose  and set forth in the Option
Agreement pertaining to an Option such limitations or prohibitions on the use of
shares of Stock to exercise Options as it deems appropriate.  Payment in full of
the Option Price need not accompany the written notice of exercise  provided the
notice  directs that the Stock  certificate or  certificates  for the shares for
which the Option is exercised be delivered to a licensed  broker  acceptable  to
the  Corporation as the agent for the  individual  exercising the Option and, at
the time such  Stock  certificate  or  certificates  are  delivered,  the broker
tenders  to  the  Corporation  cash  (or  cash  equivalents  acceptable  to  the
Corporation)  equal to the  Option  Price  plus the  amount  (if any) of federal
and/or other taxes which the  Corporation  may, in its judgment,  be required to
withhold with respect to the exercise of the Option.  An attempt to exercise any
Option granted  hereunder  other than as set forth above shall be invalid and of
no force and effect. Promptly after the exercise of an Option and the payment in
full of the Option Price


<PAGE>





of the shares of Stock covered  thereby,  the  individual  exercising the Option
shall  be  entitled  to the  issuance  of a Stock  certificate  or  certificates
evidencing  such  individual's  ownership  of  such  shares.  A  separate  Stock
certificate or certificates shall be issued for any shares purchased pursuant to
the exercise of an Option which is an Incentive Stock Option,  which certificate
or  certificates  shall not include any shares which were purchased  pursuant to
the exercise of an Option which is not an Incentive Stock Option.  An individual
holding or  exercising  an Option shall have none of the rights of a stockholder
until the  shares of Stock  covered  thereby  are fully  paid and issued to such
individual and, except as provided in Section 18 hereof,  no adjustment shall be
made for  dividends  or other  rights for which the record  date is prior to the
date of such issuance.

11.   TRANSFERABILITY OF OPTIONS

      11.1.    Transferability of Options
               Except as provided  in Section  11.2,  during the  lifetime of an
Optionee,   only  the  Optionee  (or,  in  the  event  of  legal  incapacity  or
incompetency,  the Optionee's guardian or legal  representative) may exercise an
Option.  Except as provided in Section  11.2,  no Option shall be  assignable or
transferable  by the  Optionee to whom it is granted,  other than by will or the
laws of descent and distribution.

      11.2.    Family Transfers.
               Subject  to the  terms of the  applicable  Option  Agreement,  an
Optionee  may  transfer  all or part of an  Option to (i) any  Immediate  Family
Member, (ii) a trust or trusts for the exclusive benefit of any Immediate Family
Member,  or (iii) a partnership in which  Immediate  Family Members are the only
partners, provided that (x) there may be no consideration for any such transfer,
and (y) subsequent  transfers of transferred Options are prohibited except those
in  accordance  with this  Section  11.2 or by will or the laws of  descent  and
distribution.  Following transfer,  any such Option shall continue to be subject
to the  same  terms  and  conditions  as were  applicable  immediately  prior to
transfer,  provided that for purposes of Section 11.2 hereof the term "Optionee"
shall be deemed to refer  the  transferee.  The  events  of  termination  of the
Service  Relationship  of Sections 12 and 13 hereof shall continue to be applied
with  respect to the  original  Optionee,  following  which the Option  shall be
exercisable by the transferee only to the extent,  and for the periods specified
in Section 10.3.

12.   TERMINATION OF SERVICE RELATIONSHIP
                  The  Committee  may  provide,   by  inclusion  of  appropriate
language in any Option  Agreement,  that an Optionee may (subject to the general
limitatio  s on  exercise  set forth in Section  10.2  hereof),  in the event of
termination  of  employment  or  other  relationship  of the  Optionee  with the
Corporation  or a  Subsidiary,  exercise an Option,  in whole or in part, at any
time subsequent to such termination of employment or other


\\\DC - 63353/3 - 0567211.01

<PAGE>





relationship  and prior to  termination  of the Option  pursuant to Section 10.1
hereof,  either  subject to or without regard to any  installment  limitation on
exercise imposed pursuant to Section 10.2 hereof, as the Committee,  in its sole
and absolute discretion,  shall determine and set forth in the Option Agreement.
Whether a leave of absence or leave on  military  or  government  service  shall
constitute a termination of employment or other relationship for purposes of the
Plan shall be determined by the Committee,  which  determination  shall be final
and  conclusive.  For purposes of the Plan, a termination of employment or other
relationship  with the Corporation or a Subsidiary  shall not be deemed to occur
if the Optionee is immediately  thereafter  employed or commences a relationship
with the Corporation or any other Subsidiary.

13.   RIGHTS IN THE EVENT OF DEATH OR DISABILITY

13.1. Death
                  If an  Optionee  dies  while  employed  by,  or  in a  service
relationship  with,  the  Corporation  or a  Subsidiary  or  within  the  period
following the termination of employment or other  relationship  during which the
Option  is  exercisable  under  Section  12  or  13.2  hereof,   the  executors,
administrators,  legatees or distributees  of such Optionee's  estate shall have
the right  (subject to the general  limitations on exercise set forth in Section
10.2  hereof),  at any time  within one year  after the date of such  Optionee's
death and prior to termination of the Option pursuant to Section 10.1 hereof, to
exercise any Option held by such Optionee at the date of such Optionee's  death,
to the extent such Option was exercisable  immediately  prior to such Optionee's
death;  provided,  however,  that the  Committee  may  provide by  inclusion  of
appropriate  language in any Option Agreement that, in the event of the death of
an Optionee,  the executors,  administrators,  legatees or  distributees of such
Optionee's estate may exercise an Option (subject to the general  limitations on
exercise set forth in Section  10.2  hereof),  in whole or in part,  at any time
subsequent  to such  Optionee's  death and prior to  termination  of the  Option
pursuant to Section  10.1  hereof,  either  subject to or without  regard to any
installment  limitation on exercise imposed pursuant to Section 10.2 hereof,  as
the  Committee,  in its sole and absolute  discretion,  shall  determine and set
forth in the Option Agreement.

13.2. Disability
                  If an Optionee  terminates  employment  or other  relationship
with the  Corporation  or a  Subsidiary  by reason of the  "permanent  and total
disability"  (within  the  meaning  of  Section  22(e)  (3) of the Code) of such
Optionee,  then such  Optionee  shall  have the r ght  (subject  to the  general
limitations  on exercise set forth in Section 10.2  hereof),  at any time within
one year after such termination of employment or other relationship and prior to
termination of the Option pursuant to Section 10.1 hereof, to exercise, in whole
or in part, any Option held by such Optionee at the date of such  termination of
employment  or other  relationship,  to the extent such  Option was  exercisable
immediately  prior to such  termination  of  employment  or other  relationship;
provided, however, that the Committee


<PAGE>





may provide, by inclusion of appropriate language in any Option Agreement,  that
an Optionee  may  (subject to the general  limitations  on exercise set forth in
Section 10.2  hereof),  in the event of the  termination  of employment or other
relationship  of the Optionee with the  Corporation or a Subsidiary by reason of
the "permanent and total disability"  (within the meaning of Section 22(e)(3) of
the Code) of such Optionee, exercise an Option, in whole or in part, at any time
subsequent to such  termination  of employment  and prior to  termination of the
Option  pursuant to Section 10.1 hereof,  either subject to or without regard to
any installment  limitation on exercise imposed pursuant to Section 10.2 hereof,
as the Committee,  in its sole and absolute discretion,  shall determine and set
forth in the Option  Agreement.  Whether a  termination  of  employment is to be
considered by reason of  "permanent  and total  disability"  for purposes of the
Plan shall be determined by the Committee,  which  determination  shall be final
and conclusive.

14.   USE OF PROCEEDS
                  The  proceeds  received  by the  Corporation  from the sale of
Stock pursuant to Options granted under the Plan shall constitute  general funds
of the Corporation.

15.   SECURITIES LAWS
                  The  Corporation  shall not be  required  to sell or issue any
shares of St ck under any Option if the sale or issuance  of such  shares  would
constitute  a  violation  by the  individual  exercising  the  Option  or by the
Corporation  of any  provisions  of any law or  regulation  of any  governmental
authority,  including,  without limitation, any federal or state securities laws
or  regulations.  If at  any  time  the  Corporation  shall  determine,  in  its
discretion,  that the  listing,  registration  or  qualification  of any  shares
subject to the Option upon any securities exchange or under any state or federal
law, or the consent of any government regulatory body, is necessary or desirable
as a condition  of, or in connection  with,  the issuance or purchase of shares,
the  Option  may not be  exercised  in whole  or in part  unless  such  listing,
registration,  qualification,  consent or approval  shall have been  effected or
obtained free of any conditions not acceptable to the Corporation, and any delay
caused  thereby  shall in no way affect the date of  termination  of the Option.
Specifically in connection with the Securities Act, upon exercise of any Option,
unless a  registration  statement  under the  Securities  Act is in effect  with
respect to the shares of Stock covered by such Option, the Corporation shall not
be required to sell or issue such shares  unless the  Corporation  has  received
evidence  satisfactory  to the  Corporation  that the  Optionee may acquire such
shares pursuant to an exemption from registration  under the Securities Act. Any
determination  in  this  connection  by  the  Corporation  shall  be  final  and
conclusive. The Corporation may, but shall in no event be obligated to, register
any securities  covered hereby  pursuant to the Securities  Act. The Corporation
shall  not be  obligated  to take any  affirmative  action in order to cause the
exercise of an Option or the issuance of shares pursuant  thereto to comply with
any law or regulation of any governmental authority. As to any jurisdiction that
expressly imposes the requirement that an Option shall not be


\\\DC - 63353/3 - 0567211.01

<PAGE>





exercisable  unless  and until the shares of Stock  covered  by such  Option are
registered  or are subject to an  available  exemption  from  registration,  the
exercise  of  such  Option  (under  circumstances  in  which  the  laws  of such
jurisdiction  apply) shall be deemed  conditioned upon the effectiveness of such
registration or the availability of such an exemption.

16.   EXCHANGE ACT: RULE 16b-3

16.1. General
                  The Plan is intended to comply with Rule 16b-3 ("Rule  16b-3")
(and any successor  thereto) under the Exchange Act. Any provision  inconsistent
with Rule 16b-3  shall,  to the extent  permitted  by law and  determined  to be
advisable by the Committee (constituted in accordance with Section 16.2 hereof),
be inoperative and void.

16.2. Compensation Committee
                  The Committee  appointed in accordance with Section 3.2 hereof
shall  consist  of not fewer  than two  members  of the Board each of whom shall
qualify (at the time of  appointment  to the  Committee and uring all periods of
service on the  Committee)  in all  respects  as a  "non-employee  director"  as
defined in Rule 16b-3.

16.3. Restriction on Transfer of Stock
                  No director,  officer or other  "insider"  of the  Corporation
subject to  Section  16 of the  Exchange  Act shall be  permitted  to sell Stock
(which such  "insider" had received  upon exercise of an Option)  during the six
months immediately following the grant of such Option.

17.            AMENDMENT AND TERMINATION
                  The  Board  may,  at any time and  from  time to time,  amend,
suspend or terminate the Plan as to any shares of Stock as to which Options have
not been  granted;  provided,  however,  any amendment or alteration to the Plan
shall be subject to the approval of the  Company's  stockholders  not later than
the annual meeting next following such Board action if such stockholder approval
is  required  by any  federal or state law or  regulation  (inc  uding,  without
limitation, Code Section 162(m)) or the rules of any stock exchange or automated
quotation system on which the Stock may then be listed or quoted,  and the Board
may otherwise, in its discretion,  determine to submit other such changes to the
Plan to stockholders for approval.
                  Except as permitted  under  Section 18 hereof,  no  amendment,
suspension  or  termination  of the  Plan  shall,  without  the  consent  of the
Optionee,  alter or impair  rights or  obligations  under any Option  theretofor
granted under the Plan.


<PAGE>






18.   EFFECT OF CHANGES IN CAPITALIZATION

18.1  Changes in Stock
                  If the number of  outstanding  shares of Stock is increased or
decreased or changed into or exchanged for a different  number or kind of shares
or other  securities  of the  Corporation  by  reason  of any  recapitalization,
reclassification,  stock  split-up,  combination of shares,  exchange of shares,
stock dividend or other distribution payable in capital stock, or other increase
or decrease in such shares  effected  without  receipt of  consideration  by the
Corporation, occurring after the effective date of the Plan, a proportionate and
appropriate  adjustment  shall be made by the Corporation in the number and kind
of shares for which Options are outstanding,  so that the proportionate interest
of  the  Optionee  immediately   following  such  event  shall,  to  the  extent
practicable, be the same as immediately prior to such event. Any such adjustment
in outstanding  Options shall not change the aggregate Option Price payable with
respect to shares subject to the unexercised  portion of the Option  outstanding
but shall include a corresponding  proportionate  adjustment in the Option Price
per share.

18.2. Reorganization With Corporation Surviving
                  Subject to Section 18.3 hereof,  if the  Corporation  shall be
the  surviving  entity in any  reorganization,  merger or  consolidation  of the
Corporation  with one or more other  entit es, any  Option  theretofore  granted
pursuant  to the Plan shall  pertain to and apply to the  securities  to which a
holder of the number of shares of Stock  subject to such Option  would have been
entitled  immediately  following such  reorganization,  merger or consolidation,
with a corresponding  proportionate  adjustment of the Option Price per share so
that the aggregate  Option Price  thereafter  shall be the same as the aggregate
Option Price of the shares remaining subject to the Option  immediately prior to
such reorganization, merger or consolidation.

18.3. Other Reorganizations; Sale of Assets or Stock
                  Upon the  dissolution or liquidation  of the  Corporation,  or
upon a merger,  consolidation or  reorganization  of the Corporation with one or
more other  entities in which the  Corporation is not the surviving  entity,  or
upon a sale of  substantially  all of the assets of the  Corporation  to another
entity,  or upon any transaction  (including,  without  limitation,  a merger or
reorganization  in which th Corporation is the surviving entity) approved by the
Board that  results in any person or entity  (other than persons who are holders
of stock of the Corporation at the time the Plan is approved by the Stockholders
and other than an  Affiliate)  owning 51 percent or more of the combined  voting
power  of all  classes  of stock of the  Corporation,  the Plan and all  Options
outstanding  hereunder  shall  continue  and/or be assumed,  or there shall be a
substitution  for such Options of new options  covering the stock of a successor
entity, or a parent or subsidiary thereof, with appropriate adjustments as to


\\\DC - 63353/3 - 0567211.01

<PAGE>





the number and kinds of shares and exercise prices,  in which event the Plan and
Options  theretofore granted shall continue in the manner and under the terms so
provided.  The Committee  shall send written  notice of an event covered by this
Section not later than the time at which the Corporation gives notice thereof to
its stockholders.

18.4. Adjustments
                  Adjustments   under  this  Section  18  relatin  to  stock  or
securities  of  the   Corporation   shall  be  made  by  the  Committee,   whose
determination  in that  respect  shall be final and  conclusive.  No  fractional
shares of Stock or units of other  securities  shall be issued  pursuant  to any
such adjustment,  and any fractions  resulting from any such adjustment shall be
eliminated in each case by rounding downward to the nearest whole share or unit.

18.5. No Limitations on Corporation
                  The grant of an Option  pursuant  to the Plan shall not a fect
or limit in any way the right or power of the  Corporation to make  adjustments,
reclassifications,  reorganizations  or  changes  of  its  capital  or  business
structure  or to  merge,  consolidate,  dissolve  or  liquidate,  or to  sell or
transfer all or any part of its business or assets.

19.   WITHHOLDING
      The  Corporation or a Subsidiary may be obligated to withhold  federal and
local  income  taxes and Social  Security  taxes to the extent  that an Optionee
realizes  ordinary  income in  connection  with the  exercise of an Option.  The
Corporation or a Subsidiary may withhold amounts needed to cover such taxes from
payments  otherwise  due and owing to an Optionee,  and upon demand the Optionee
will promptly pay to the Corporation or a Subsidiary  having such obligation any
additional  amounts  as  may  be  necessary  to  satisfy  such  withholding  tax
obligation. Such payment shall be made in cash or cash equivalents.

20.   DISCLAIMER OF RIGHTS
                  No  provision  in the Plan or in any Option  granted or Option
Agreement  entered  into  pursuant to the Plan shall be construed to confer upon
any  individual  the  right to remain in the  employ of the  Corporation  or any
Subsidiary,  or to  interfere  in any way with the  right and  authority  of the
Corporation or any Subsidiary either to increase or decrease the compensation of
any individual at any time, or to terminate any emp oyment or other relationship
between any individual and the Corporation or any Subsidiary.  The obligation of
the Corporation to pay any benefits pursuant to the Plan shall be interpreted as
a  contractual  obligation to pay only those amounts  described  herein,  in the
manner and under the conditions  prescribed  herein. The Plan shall in no way be
interpreted to require the  Corporation to transfer any amounts to a third party
trustee or  otherwise  hold any  amounts  in trust or escrow for  payment to any
participant or beneficiary under the terms of the Plan.


<PAGE>






21.   NONEXCLUSIVITY
                  Neither  the  adoption of the Plan nor the  submission  of the
Plan to the  stockholders  of the Corporation for approval shall be construed as
creating any limitations upon the right and authority of the Board to adopt such
other incentive compensation  arrangements (which arrangements may be applicable
either  generally  to a class or classes of  individu  ls or  specifically  to a
particular  individual or individuals) as the Board in its discretion determines
desirable,   including,  without  limitation,  the  granting  of  stock  options
otherwise than under the Plan.

22.   NONCOMPETITION
      The  Corporation  may retain the right in an Option  Agreement  to cause a
forfeiture  of the  shares or gain  realized  by an  Optionee  on account of the
Optionee taking actions in "competition with the Corporation," as defined in the
applicable  Option  Agreement.  Furthermore,  the Corporation may, in the Option
Agreement,  retain  the  right to annul  the  grant of an  Option  or to cause a
forfeiture  of the shares or gain  realized by an Optionee if the holder of such
grant was an employee of the  Corporation or a Subsidiary and is terminated "for
cause," as defined in the applicable Option Agreement.

23.   GOVERNING LAW.
      This Plan and all Options to be granted hereunder shall be governed by the
laws of the  State of  Delaware  (but not  including  the  choice  of law  rules
thereof).







       The Plan was duly adopted and approved by the Board on _________________,
199__ .


\\\DC - 63353/3 - 0567211.01

<PAGE>

                                GLOBALINK, INC.
                           EMPLOYEE STOCK OPTION PLAN
                      NON-INCENTIVE STOCK OPTION AGREEMENT











































<PAGE>





TABLE OF CONTENTS



1. GRANT OF OPTION..........................................................1
2. TERMS OF PLAN............................................................1
3. OPTION PRICE.............................................................2
4. VESTING IN OPTIONS.......................................................2
(a) General.................................................................2
(b) Change in Control.......................................................2
5. TERM AND EXERCISE OF OPTION..............................................3
(a) Term....................................................................3
(b) Option Period and Limitations on Exercise...............................3
(c) Limitations on Exercise of Option.......................................3
(d) Method of Exercise......................................................4
6. TERMINATION OF THE SERVICE RELATIONSHIP..................................5
(a) Termination of Employment or Other Relationship.........................5
(b) Rights in the Event of Death............................................5
(c) Rights in the Event of Disability.......................................5
7. TRANSFERABILITY..........................................................6
8. PARACHUTE LIMITATIONS....................................................6
9. REQUIREMENTS OF LAW......................................................7
10. EFFECT OF CHANGES IN CAPITALIZATION.....................................8
(a) Changes in Stock........................................................8
(b) Reorganization in Which the Corporation Is the Surviving Corporation....8
(c) Dissolution, Liquidation, Sale of Assets, Reorganization in Which the
    Corporation Is Not the Surviving Corporation, Etc.......................9
(d) Adjustments.............................................................9
(e) No Limitations on Corporation...........................................9
11. DISCLAIMER OF RIGHTS....................................................9
12. FORFEITURE OF RIGHTS....................................................10
13. CAPTIONS................................................................10
14. WITHHOLDING OF TAXES....................................................10
15. SEVERABILITY............................................................10
16. INTERPRETATION OF THIS STOCK OPTION AGREEMENT...........................11
17. GOVERNING LAW...........................................................11
18. BINDING EFFECT..........................................................11
19. NOTICE..................................................................11
20. ENTIRE AGREEMENT........................................................12


<PAGE>

                                GLOBALINK, INC.
                           EMPLOYEE STOCK OPTION PLAN
                      NON-INCENTIVE STOCK OPTION AGREEMENT



         This Stock Option Agreement is made as of ______________,  1997, by and
between  Globalink,  Inc.,  a  Delaware  corporation  (the  "Corporation"),  and
_________  an  individual  who is employed  by, or  providing  services  to, the
Corporation or one of its Affiliates (the "Optionee").

         WHEREAS,  the Board of Directors of the  Corporation  have duly adopted
and approved the Globalink,  Inc. Employee Stock Option Plan (the "Plan ), which
Plan authorizes the Corporation to grant to eligible individuals options for the
purchase of shares of the  Corporation's  Common Stock, par value $.01 per share
(the "Stock"); and

         WHEREAS, the Corporation has determined that it is desirable and in its
best  interests  to grant to the  Optionee,  pursuant to the Plan,  an option to
purchase a certain  number of shares of Stock,  in order to provide the Optionee
with an incentive to advance the interests of the  Corporation  and any ffiliate
thereof;

         NOW,  THEREFORE,  in consideration of the mutual promises and covenants
contained herein, the parties hereto do hereby agree as follows:

1. GRANT OF OPTION
                  Subject to the terms of the Plan  (attached  hereto as Exhibit
B) the  Corporation  hereby  grants to the  Optionee  the right and option  (the
"Option")  to  purchase  from the  Corporation,  on the terms and subject to the
conditions  set forth in the Plan and in this Option  Agreement,  and subject to
the vesting Exhibit Attached hereto as Exhibit A; ________ shares of Stock. This
Option  shall not  constitute  an incentive  stock option  within the meaning of
Section 422 of the Intern l Revenue Code of 1986, as amended (the  "Code").  The
date of grant of this Option is __________, 1997, the date on which the grant of
the Option was approved by the Compensation  Committee of the Board of Directors
of the Corporation (the "Committee").

2. TERMS OF PLAN
                  The Option granted  pursuant to this Stock Option Agreement is
granted subject to the terms and conditions set forth in the Plan. All terms and
conditions of the Plan are hereby  incorporated into this Stock Option Agreement
by  reference  and shall be deemed to be part of this  Stock  Option  Agreement,
without  regard to whether such terms and conditions are not otherwise set forth
in this Stock Option Agreement. To t e extent any capitalized words used in this
Stock Option Agreement are not defined,  they shall have the definitions  stated
for them in the Plan. In the event that there is any  inconsistency  between the
provisions of this Stock Option Agreement and of the Plan, the provisions of the
Plan shall govern.



<PAGE>




3. OPTION PRICE
                  The purchase price (the "Option Price") for each share subject
to the Option  granted by this Stock  Option  Agreement is $3.44 which amount is
the Option Price.

4. VESTING IN OPTIONS

(a) General
                  The Option  becomes  vested in  accordance  with the  attached
Exhibit A if the Optionee has been providing  services to the Corporati n or any
of its  Affiliates  continuously  from the date of grant to the  vesting  dates.
Service for this purpose includes service as an employee,  director,  advisor or
consultant  providing  bona  fide  services  to  the  Corporation  or any of its
Affiliates. For purposes of this Stock Option Agreement,  termination of service
would not be deemed to occur if the Optionee,  after terminating  service in one
capacity,  continues  to  provide  service  to  the  Corporation  or  any of its
Affiliates  in  another  capacity.  Termination  of service  is  sometimes  also
referred to herein as termination of employment or other  relationship  with the
Corporation or any of its Affiliates.

(b) Change in Control
                  In the event of a "Change in  Control" as defined  below,  the
Option becomes vested as to one hundred percent (100%) of the shares purchasable
pursuant to the Option. "Change of Control" means:
                  (a)  execution by the Corporation of an agreement for the
merger of the Corporation into or with another corporation,  the result of which
would be that the  stockholders  fo the  Corporation at the time of execution of
such  agreement  would own less than 49% of the total equity of the  corporation
surviving the merger; or
                  (b)  the sale of assets fo the Corporation having an aggregate
book  value  of 40% or  more  of the  total  book  value  of all  assets  of the
Corporation as shown on the then most recent annual audited financial  statement
of the Corporation; or
                  (c)  a change of control of a nature that would be required to
be  reported  in  response  to  Item  5(f) of  Schedule  14A of  Regulation  14A
Promulgated


<PAGE>

under the Exchange Act,  provided  that,  without  limitation,  such a change of
control  shall be deemed to have  occurred if (i) any  "person" (as such term is
used in  Sections  13(d)  and  14(d)  of the  Exchange  Act) is or  becomes  the
"beneficial  owner" (as defined in Rule 13d-3 under the Exchange Act),  directly
or  indirectly,  of  securities  of  the  Corporation  representing  25%  of the
Corporation's  then  outstanding  securities;  or (ii)  during  any two (2) year
period,  individuals who at the beginning of such period constitute the Board of
Directors,  together  with any new  directors  elected or  appointed  during the
period whose  election or  appointment  resulted  from a vacancy on the Board of
Directors caused by the retirement, death, or disability of a director and whose
election or appointment was approved by a vote of at least  two-thirds  (2/3rds)
of the directors then still in office who were directors at the beginning of the
period,  cease for any reason to  constitute  a majority  thereof;  and provided
further that no such change of control shall be deemed to have occurred if prior
to such transaction the full Board of Directors of the Company shall by at least
a two-thirds  vote have  specifically  approved such  transaction and determined
that such  transaction  does not  constitute a Change in Control for purposes of
Options granted under the Plan.

5. TERM AND EXERCISE OF OPTION

(a) Term
                  The  Option  shall te minate and all  rights to  purchase  the
shares thereunder shall cease upon the expiration of eight years after the Grant
Date,  unless  terminated  earlier  pursuant to another  provision of this Stock
Option Agreement.

(b) Option Period and Limitations on Exercise
                  The Optionee  may   exercise   the  Option   (subject  to  the
limitations  on exercise  set forth in this Stock  Option  Agreement  and in the
Plan), to the extent the Option is vested and has not terminated. Any limitation
on the  exercise  of an  Option  may be  rescinded,  modified  or  waived by the
Committee,  in its sole discretion,  at any time and from time to time after the
Grant Date of the Option,  so as to accelerate  the time at which the Option may
be exercised.  The time at which the Option may be exercised will be accelerated
and the Option shall be  exercisable,  in whole or in part, at any time and from
time to time prior to termination of the Option after  termination of employment
by reason of death of Optionee or "permanent and total  disability"  (within the
meaning of Section 22(e)(3) of the Code) of the Optionee.

(c) Limitations on Exercise of Option
                  Notwithstanding  the foregoing  Sections,  in no event may the
Option be exercised:  (i) in whole or in part,  after eight years  following the
Grant  Date,  as set forth in Section 1 above,  (ii)  following  termination  of
employment or other relationship for Cause (as defined below) or (iii) following
termination of employment or other  relationship  except as provided in Sections
6(a), 6(b), and 6(c) below. For purposes of this Stock Option Agreement, "Cause"
means  (i)  gross  negligence  or  willful  misconduct  in  connection  with the
performance of duties;  (ii) conviction of a criminal  offense (other than minor
traffic  offenses);  or (iii)  material  breach  of any term of any  employment,
consulting  or  other  services,   confidentiality,   intellectual  property  or
non-competition  agreements, if any, between Optionee and the Corporation or any
of its Affiliates.

(d) Method of Exercise
                  The Option may be  exercised  to the xtent  that  shares  have
become exercisable hereunder by delivery to the Corporation on any business day,
at its



<PAGE>



principal office addressed to the attention of the Committee,  of written notice
of  exercise,  which  notice  shall  specify  the number of shares for which the
Option is being  exercised,  and shall be  accompanied by payment in full of the
Option Price of the shares for which the Option is being  exercised.  Payment of
the Option Price for the shares of Stock  purchased  pursuant to the exercise of
the Option shall be made (i) in cash or by certified  check payable to the order
of the  Corporation;  (ii)  through the tender to the  Corporation  of shares of
Stock, which, if acquired from the Corporation, have been owned for at least six
(6) months and which shares shall be valued,  for  purposes of  determining  the
extent to which the Option  Price has been paid  thereby,  at their Fair  Market
Value  on the  date of  exercise;  or  (iii)  by a  combination  of the  methods
described in Sections 5(d)(i) and 5(d)(ii) hereof. Payment in full of the Option
Price need not  accompany  the written  notice of exercise  provided  the notice
directs that the Stock  certificate or certificates for the shares for which the
Option  is  exercised  be  delivered  to a  licensed  broker  acceptable  to the
Corporation  as the agent for the  individual  exercising the Option and, at the
time such Stock certificate or certificates are delivered, the broker tenders to
the Corporation cash (or cash equivalents  acceptable to the Corporation)  equal
to the Option Price plus the amount (if any) of federal and/or other taxes which
the  Corporation  may, in its judgment,  be required to withhold with respect to
the exercise of the Option.  An attempt to exercise any Option granted hereunder
other  than as set forth  above  shall be  invalid  and of no force and  effect.
Promptly  after the  exercise of an Option and the payment in full of the Option
Price of the shares of Stock covered thereby,  the Optionee shall be entitled to
the issuance of a Stock certificate or certificates evidencing such individual's
ownership of such shares.  An individual  holding or exercising the Option shall
have none of the  rights of a  stockholder  until  the  shares of Stock  covered
thereby are fully paid and issued to such  individual and, except as provided in
Section 10 hereof, no adjustment shall be made for dividends or other rights for
which the record date is prior to the date of such issuance.

6. TERMINATION OF THE SERVICE RELATIONSHIP

(a) Termination of Employment or Other Relationship
                  The  Option  shall  remain  exercisable  for three (3)  months
following a termination of the employment or other  relationship of the Optionee
with the Corporation or any of its Affiliates, other than for Cause or by reason
of the death or "permanent and total disability"  (within the meaning of Section
22(e)(3)  of the  Code),  to the  extent  such  Option was vested at the time of
termination.  At the end of such  three  (3)  month  period,  the  Option  shall
terminate unless notice is given exercising such Option, and such Optionee shall
have no  further  right to  purchase  shares  pursuant  to such  Option.  If the
termination of employment or other  relationship is for Cause,  the Option shall
terminate on the  termination  of  employment or other  relationship.  Whether a
leave of absence or leave on military or government  service shall  constitute a
termination  of  employment  or other  relationship  for  purposes of this Stock
Option Agreement shall be determined by the Committee, which determination shall
be final and conclusive.


<PAGE>


(b) Rights in the Event of Death

                  If the Optionee dies while  employed by, or in the service of,
the Corporation or any of its  Affiliates,  the executors or  administrators  or
legatees or distributees  of such Optionee's  estate shall have the right at any
time  within  one year  after the date of such  Optionee's  death,  and prior to
termination of the Option pursuant to Section 5(a) above, to exercise,  in whole
or in part,  any  Option  held by such  Optionee  t the date of such  Optionee's
death,  whether or not such  Option was  exercisable  immediately  prior to such
Optionee's death.

(c) Rights in the Event of Disability
                  If the Optionee  terminates  employment or other  relationship
with the  Corporation  or any of its  Affiliates by reason of the "permanent and
total  disability"  (within the meaning of Section  22(e)(3) of the Code) of the
Optionee,  then such Optionee shall have the right,  at any time within one year
after  such  termination  of  employment  or  other  relationship  and  prior to
termination of the Option pursuant to Section 5(a) above, to exercise,  in whole
or in part, the Option held by such Optionee at the date of such  termination of
employment  or other  relationship,  whether or not such Option was  exercisable
immediately  prior to such  termination  of  employment  or other  relationship.
Whether a termination of employment or other relationship is to be considered by
reason of  "permanent  and total  disability"  for purposes of this Stock Option
Agreement  shall be determined by the Committee,  which  determination  shall be
final and conclusive.





            (d) Options Granted Pursuant to our Employment Agreement

   All Options granted to Optionee pursuant to an employment  agreement shall be
exercisable  for eight years from the date of this Agreement and sections 6 (a),
6 (b) and 6 (c) above shall not apply to those options.

7. TRANSFERABILITY
           Except as  provided  in this  Section 8,  during the  lifetime of the
Optionee,  only  such  Optionee  (or,  in  the  event  of  legal  incapacity  or
incompetency,  the Optionee's guardian or legal representative) may exercise the
Option and no Option shall be assignable or transferable by the Optionee,  other
than by will or the laws of descent and distribution.  The Optionee may transfer
all or part of an Option to (i) any  Immediate  Family  Member,  (ii) a trust or
trusts for the exclusive  benefit of any  Immediate  Family  Member,  or (iii) a
partnership in which  Immediate  Family Members are the only partners,  provided
that (x) there may be no consideration for any such transfer, and (y) subsequent
transfers of transferred  Options are prohibited except those in accordance with
this Section 7 or by will or the laws of descent and



<PAGE>



distribution.  Following transfer,  any such Option shall continue to be subject
to the  same  terms  and  conditions  as were  applicable  immediately  prior to
transfer,  provided  that for  purposes of Section 6 hereof the term  "Optionee"
shall be deemed to refer  the  transferee.  The  events  of  termination  of the
Service  Relationship  of Section 6 hereof  shall  continue  to be applied  with
respect  to  the  original  Optionee,   following  which  the  Option  shall  be
exercisable by the transferee only to the extent,  and for the periods specified
in  Section  5(b).  For  purposes  of this  Stock  Option  Agreement,  the  term
"Immediate  Family Member" shall include the spouse,  children and grandchildren
of the Optionee.

8. PARACHUTE LIMITATIONS
           Notwithstanding any other provision of this Stock Option Agreement or
of any other  agreement,  contract,  or  understanding  heretofore  or hereafter
entered into by the Optionee and the  Corporation or any  Subsidiary,  except an
agreement,  contract,  or  understanding  hereafter  entered into that expressly
modifies or excludes application of this Section (the "Other  Agreements"),  and
notwithstanding  any formal or informal plan or other arrangement  heretofore or
hereafter  adopted  by the  Corporation  (or any  Subsidiary)  for the direct or
indirect   compensation  of  the  Optionee   (including  groups  or  classes  of
participants or beneficiaries of which the Optionee is a member), whether or not
such compensation is deferred,  is in cash, or is in the form of a benefit to or
for the Optionee (a "Benefit  Arrangement"),  if the Optionee is a "disqualified
individual," as defined in Section 280G(c) of the Code, the Option and any right
to receive any payment or other benefit under this Stock Option  Agreement shall
not become  exercisable or vested (i) to the extent that such right to exercise,
vesting, payment, or benefit, taking into account all other rights, payments, or
benefits  to or for  Optionee  under the Plan,  all  Other  Agreements,  and all
Benefit  Arrangements,  would cause any payment or benefit to the Optionee under
this Stock Option  Agreement to be considered a "parachute  payment"  within the
meaning  of  Section  280G(b)(2)  of the Code as then in  effect  (a  "Parachute
Payment")  and (ii) if,  as a result  of  receiving  a  Parachute  Payment,  the
aggregate  after-tax amounts received by the Optionee from the Corporation under
this Stock Option  Agreement,  the Plan, all Other  Agreements,  and all Benefit
Arrangements  would be less than the  maximum  after-tax  amount  that  could be
received  by  Optionee  without  causing  any  such  payment  or  benefit  to be
considered a Parachute Payment.  In the event that the receipt of any such right
to exercise, vesting, payment, or benefit under this Stock Option Agreement , in
conjunction with all other rights,  payments, or benefits to or for the Optionee
under the Plan, any Other Agreement or any Benefit  Arrangement  would cause the
Optionee to be considered to have received a Parachute  Payment under this Stock
Option  Agreement that would have the effect of decreasing the after-tax  amount
received by the Optionee as described in clause (ii) of the preceding  sentence,
then the Optionee shall have the right,  in the Optionee's sole  discretion,  to
designate those rights, payments, or benefits under this Stock Option Agreement,
the Plan,  any Other  Agreements,  and any Benefit  Arrangements  that should be
reduced  or  eliminated  so as to avoid  having  the  payment  or benefit to the
Optionee under this Stock Option Agreement be deemed to be a Parachute Payment.



<PAGE>






9. REQUIREMENTS OF LAW
                  The  Corporation  shall not be  required  to sell or issue any
securities  under the Option if the sale or  issuance of such  securities  would
constitute a violation by the Optionee, the individual exercising the Option, or
the  Corporation of any provisions of any law or regulation of any  governmental
authority,  including without limitation any federal or state securities laws or
regulations.  If at any time the Corporation shall determine, in its discretion,
that the listing, registration or qualification of any securities subject to the
Option upon any securities exchange or under any governmental regulatory body is
necessary or desirable as a condition of, or in connection with, the issuance or
purchase of securities hereunder, the Option may not be exercised in whole or in
part unless such listing, registration, qualification, consent or approval shall
have been  effected or obtained  free of any  conditions  not  acceptable to the
Corporation,  and any delay  caused  thereby  shall in no way affect the date of
termination of the Option.  Specifically  in connection  with the 1933 Act, upon
the exercise of the Option, unless a registration statement under such act is in
effect with respect to the  securities  covered by the Option,  the  Corporation
shall not be required to sell or issue such securities  unless the Committee has
received evidence  satisfactory to it that the holder of such Option may acquire
such securities  pursuant to an exemption from registration  under such act. Any
determination in this connection by the Committee shall be final,  binding,  and
conclusive. The Corporation may, but shall in no event be obligated to, register
any securities  covered hereby pursuant to the 1933 Act. The  Corporation  shall
not be obligated to take any  affirmative  action in order to cause the exercise
of the Option or the issuance of securities  pursuant thereto to comply with any
law or regulation of any governmental  authority.  As to any  jurisdiction  that
expressly imposes the requirement that the Option shall not be exercisable until
the  securities  covered  by such  Option  are  registered  or are  exempt  from
registration, the exercise of such Option (under circumstances in which the laws
of such jurisdiction  apply) shall be deemed  conditioned upon the effectiveness
of such registration or the availability of such an exemption.

10. EFFECT OF CHANGES IN CAPITALIZATION

(a) Changes in Stock

                  If the number of  outstanding  shares of Stock is increased or
decreased or the shares of Stock are changed  into or exchanged  for a different
number or kind of shares or other  securities of the  Corporation  on account of
any recapitalization,  reclassification,  s ock split-up, combination of shares,
exchange  of shares,  stock  dividend or other  distribution  payable in capital
stock, or other increase or decrease in such shares effected  without receipt of
consideration  by the  Corporation,  occurring  after  the  date of grant of the
Option,  the number and kind of shares of Stock for which the Option was granted
shall be adjusted proportionately and accordingly so that the



<PAGE>



proportionate  interest of the Optionee immediately  following such event shall,
to the extent  practicable,  be the same as immediately  before such event.  Any
such  adjustment  in the  Option  shall not change the  aggregate  Option  Price
payable  with respect to shares that are subject to the  unexercised  portion of
the Option but shall  include a  corresponding  proportionate  adjustment in the
Option Price per share.

(b) Reorganization in Which the Corporation Is the Surviving
Corporation

                  Subject to Subsection 10(c) hereof,  if the Corporation  shall
be the surviving corporation in any reorganization,  merger, or consolidation of
the Corporation with one or more other corporations, the Option shall pertain to
and apply to the  securities  to which a holder of the number of shares of Stock
subject  to the Option  would  have been  entitled  immediately  following  such
reorganization,  merger,  or  consolidation,  with a corresponding  proportionat
adjustment  of the Option  Price per share so that the  aggregate  Option  Price
thereafter  shall  be the  same as the  aggregate  Option  Price  of the  shares
remaining  subject  to the  Option  immediately  prior  to such  reorganization,
merger, or consolidation.

(c) Dissolution, Liquidation, Sale of Assets, Reorganization in
Which the Corporation Is Not the Surviving Corporation,
Etc.
                  Upon the dissolution or liquidation of the Corporation, or
upon a merger,  consolidation or  reorganization  of the Corporation with one or
more other  entities in which the  Corporation is not the surviving  entity,  or
upon any transaction (including,  without limitation, a merger or reorganization
in which the  Corporation  is the surviving  entity)  approved by the Board that
results in any person or entity  (other than persons who are holders of stock of
the  Corporation  at the time the Plan is approved by the Board of Directors and
other than an Affiliate)  owning 80 percent or more of the combined voting power
of all classes of stock of the Corporation, the Plan and all Options outstanding
hereunder shall continue and/or be assumed, or there shall be a substitution for
such  Options of new  options  covering  the stock of a successor  entity,  or a
parent or subsidiary thereof, with appropriate  adjustments as to the number and
kinds of  shares  and  exercise  prices,  in which  event  the Plan and  Options
theretofore  granted  shall  continue  in the  manner  and  under  the  terms so
provided.  The Committee  shall send written  notice of an event covered by this
Section not later than the time at which the Corporation gives notice thereof to
its stockholders.

(d) Adjustments
                  Adjustments   under  this  Section  10  related  to  stock  or
securities of the Corporation shall be made by the Board, whose determination in
that respect shall be final,  binding,  and conclusive.  No fractional shares of
Stock or  units  of  other  securities  shall  be  issued  pursuant  to any such
adjustment, and any fractions resulting from any



<PAGE>





such  adjustment  shall be eliminated  in each case by rounding  downward to the
nearest whole share or unit.

(e) No Limitations on Corporation
                  The grant of the  Option  shall not affect or limit in any way
the right or power of the  Corporation to make  adjustments,  reclassifications,
reorganizations,  or changes of its capital or business  structure  or to merge,
consolidate,  dissolve, or liquidate,  or to sell or transfer all or any part of
its business or assets.

11. DISCLAIMER OF RIGHTS
                  No provision in this Stock Option Agreement shall be construed
to confer  upon any  individual  the right to remain in the employ or service of
the  Corporation or any of its  Affiliates,  or to interfere in any way with any
contractual  or  other  right  or  authority  of the  Corporation  or any of its
Affiliates  either to increase or decrease the compensation or other payments to
any individual at any time, or to terminate any employment or other relationship
between  any  individual  and  the  Corporation  or any of  its  Affiliates.  In
addition,  notwithstanding  anything contained in the Plan to the contrary,  the
Option shall not be affected by any change of duties or position of the Optionee
(including a transfer to or from the Corporation or any of its  Affiliates),  so
long as such  Optionee  continues  to be an  employee  of, or  otherwise  in the
service of, the Corporation or any of its Affiliates.

12. FORFEITURE OF RIGHTS
                  The  Corporation  at any time  shall have the right to ca se a
forfeiture  of the rights of the  Optionee  on account  of the  Optionee  taking
actions in competition  with the Corporation.  Unless otherwise  specified in an
employment or other  agreement  between the  Corporation  and the Optionee,  the
Optionee takes actions in competition with the Corporation if he or she directly
or indirectly owns any interest in, operates, joins, controls or participates as
a partner, director, principal, officer, or agent of, enters into the employment
of, acts as a consultant  to, or performs any services for, any entity which has
material  operations which compete with any business in which the Corporation or
any of its  Subsidiaries  is engaged during the  Optionee's  employment or other
relationship with the Corporation or any of its Affiliates or at the time of the
Optionee's termination of employment or other relationship.

13. CAPTIONS
                  The use of captions in this Stock Option  Agreement is for the
convenience  of reference only and shall not affect the meaning of any provision
of such Stock Option Agreement.




<PAGE>


14. WITHHOLDING OF TAXES
                  The  Corporation  shall have the right to deduct from payments
of any kind otherwise due to an Optionee any federal,  state,  or local taxes of
any  kind  required  by  law  to be  withheld  with  respect  to  any  payments,
distributions and property transferred under this Stock Option Agreement. At the
time of exercise,  the Opt onee shall pay to the Corporation any amount that the
Corporation may reasonably determine to be necessary to satisfy such withholding
obligation.

15. SEVERABILITY
                  If any  provision of the Plan or this Stock  Option  Agreement
shall be  determined to be illegal or  unenforceable  by any court of law in any
jurisdiction, the remaining provisions thereof and hereof shall be severable and
enforceable  in a cordance  with their terms,  and all  provisions  shall remain
enforceable in any other jurisdiction.

16. INTERPRETATION OF THIS STOCK OPTION AGREEMENT
                  All decisions and  interpretations  made by t e Corporation or
the Committee  with regard to any question  arising under the Plan or this Stock
Option  Agreement shall be final,  binding and conclusive on the Corporation and
the Optionee  and any other  person  entitled to exercise the Option as provided
for herein.

17. GOVERNING LAW
                  The validity and  construction of this Stock Option  Agreement
shall be  governed by the laws of the State of  Delaware  ut not  including  the
choice of law rules thereof.

18. BINDING EFFECT
                  Subject to all restrictions  provided for in this Stock Option
Agreement,  the Plan and by  applicable  law limiting  assignmen and transfer of
this Stock  Option  Agreement  and the Option  provided  for herein,  this Stock
Option  Agreement  shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, executors,  administrators,  successors,  and
assigns.

19. NOTICE
                  All  notices  or  other  communications  which  may  be or are
required  to be given by any party to any other  party  pursuant  to this  Stock
Option  Agreement  shall be in  writing  and  shall be  mailed  by  first-class,
registered or certified mail,  return receipt  requested,  postage  prepaid,  or
transmitted by hand delivery or telecopier (fax), addressed as follows:

If to the Corporation:

Globalink, Inc.
9302 Lee Highway



<PAGE>




Fairfax, Virginia 22031
Attention:  John F. McCarthy
Telecopy:  703-273-3405

If to Optionee:

At the  address  set  forth  below  under  Optionee's  name at the  foot of this
Agreement.

Each party may  designate by notice in writing a new address to which any notice
or  other  communication  may  thereafter  be so  given.  Each  notice  or other
communication  which shall be mailed,  delivered  or  transmitted  in the manner
described  above,  shall be deemed  sufficiently  given for all purposes at such
time as it is delivered to the addressee with the return  receipt,  the delivery
receipt, the affidavit of personal courier or, with respect to a telecopy,  upon
acknowledgment  of receipt  thereof and in all cases at such time as delivery is
refused by the addressee upon presentation.

20. ENTIRE AGREEMENT
                  This Stock Option  Agreement and the Plan together  constitute
the entire  agreement  between  the parties  hereto with  respect to the subject
matter  hereof.  Neither this Stock Option  Agreement nor any term hereof may be
amended, waived,  discharged or terminated except by a written instrument signed
by the Corporation  and the Optionee;  provided,  however,  that the Corporation
unilaterally  may waive any provision  hereof in writing to the extent that such
wa ver does not adversely affect the interests of the Optionee hereunder, but no
such waiver shall  operate as or be  construed to be a subsequent  waiver of the
same provision or a waiver of any other provision hereof.

                  IN WITNESS WHEREOF,  the parties hereto have duly executed and
delivered this Stock Option Agreement,  or caused this Stock Option Agreement to
be duly executed and delivered in their name and on their behalf,  as of the day
and year first above written.

                                        Globalink, Inc.


                                        By: _____________________________
                                            Ronald W. Johnston, President


                                        Optionee:


                                        _________________________________

                                        Address for Notice to Optionee: