WARRANT PURCHASE AGREEMENT

     WARRANT  PURCHASE  AGREEMENT,  dated as of the date of acceptance set forth
below, by and between GLOBALINK, INC., a Delaware corporation, with headquarters
located  at  9302  Lee  Highway,  12th  Floor,  Fairfax,   Virginia  22031  (the
"Company"), and the undersigned (the "Buyer").

                              W I T N E S S E T H:

     WHEREAS,  the  Company  and the Buyer are  executing  and  delivering  this
Agreement in reliance upon the exemption from securities  registration  provided
by Regulation D under the  Securities  Act of 1933, as amended (the "1933 Act");
and

     WHEREAS,  the Buyer wishes to  purchase,  upon the terms and subject to the
conditions of this Agreement, certain warrants of the Company to purchase shares
of Common  Stock,  $.01 par value (the  "Common  Stock"),  of the Company and in
connection  therewith  to receive  other  warrants to purchase  shares of Common
Stock, subject to acceptance of this Agreement by the Company;

     NOW THEREFORE,  in  consideration  of the premises and the mutual covenants
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

     1. AGREEMENT TO PURCHASE; WARRANTS; PURCHASE PRICE.

     (a)  Purchase.  The  Company  hereby  agrees  to issue to the  Buyer  three
Warrants of the  Company in the form  attached  hereto as Annex I (the  "Prepaid
Warrants").  The Buyer  hereby  agrees  to  prepay an amount  equal to the Total
Purchase Price (as defined in the Prepaid  Warrants) for the Prepaid Warrants in
the amount  shown on the  signature  page of this  Agreement  at the  closing in
connection with the issuance of the Warrants to the Buyer.  The Buyer shall make
prepayment of the Total Purchase Price for the Prepaid Warrants in United States
Dollars in immediately  available funds and the Company shall issue to the Buyer
three scrip  certificates  in the form attached hereto as Annex B to the Prepaid
Warrants (the "Scrip") to evidence such payment.  In addition to issuance of the
Warrants,  the Company  shall issue to the Buyer on the Closing  Date (as herein
defined)  additional  warrants to purchase shares of Common Stock, such warrants
to be in the form attached hereto as Annex II (the "Additional  Warrants").  The
number of shares of Common  Stock  initially  purchasable  upon  exercise of the
Additional  Warrants  to be  issued to the Buyer on the  Closing  Date  shall be
33,613. The Prepaid Warrants and the

                                       -1-
<PAGE>

Additional Warrants are referred to herein  collectively as the "Warrants".  The
shares of Common  Stock  issuable  upon  exercise  of the Prepaid  Warrants  are
referred to herein as the "Warrant  Shares." The shares of Common Stock issuable
upon  exercise  of  the  Additional  Warrants  are  referred  to  herein  as the
"Additional  Warrant  Shares."  The Warrant  Shares and the  Additional  Warrant
Shares are referred to herein  collectively  as the "Common  Shares." The Common
Shares and the Warrants are referred to herein collectively as the "Securities."

     (b) Form of Payment.  The Buyer shall pay the Total  Purchase Price for the
Prepaid Warrants by delivering good funds in United States Dollars to the escrow
agent (the "Escrow Agent") identified in the Joint Escrow Instructions  attached
hereto as Annex III (the "Joint  Escrow  Instructions").  Such delivery of funds
shall be made against delivery by the Company of the Prepaid Warrants registered
in the name of the Buyer and the Scrip.  Promptly following payment by the Buyer
to the Escrow Agent of the purchase price of the Warrants, but in no event later
than the Closing Date, the Company shall deliver  certificates  for the Warrants
and the Scrip,  duly  executed by the Company and  registered in the name of the
Buyer, to the Escrow Agent. By signing this Agreement, the Buyer and the Company
each agrees to all of the terms and  conditions  of, and becomes a party to, the
Joint  Escrow  Instructions,  all of the  provisions  of which are  incorporated
herein by this reference as if set forth in full.

     (c) Method of Payment. Payment of the purchase price for the Warrants shall
be made by wire transfer of funds to:
                 
            Citibank, N.A.
            153 East 53rd Street
            New York, New York 10043

            ABA#021000089
            For Further Credit to A/C#37179446
            for credit to the account of Brian W. Pusch Attorney Escrow Account
            Reference:  Pangaea/Globalink
 
Not later  than 4:00 p.m.,  New York City  time,  on the date which is three New
York Stock  Exchange  trading day after the  Company  shall have  accepted  this
Agreement and returned a signed  counterpart of this Agreement to the Buyer, the
Buyer shall deposit with the Escrow Agent an amount equal to the Total  Purchase
Price for the Prepaid Warrants.

     2.  BUYER  REPRESENTATIONS,   WARRANTIES,   ETC.;  ACCESS  TO  INFORMATION;
INDEPENDENT INVESTIGATION.

     The Buyer  represents  and warrants to, and covenants and agrees with,  the
Company as follows:


                                       -2-
<PAGE>

     (a) The Buyer is acquiring the Warrants for its own account for  investment
only and not with a view towards the public sale or distribution thereof;

     (b) The Buyer is an  "accredited  investor" as that term is defined in Rule
501 of the General  Rules and  Regulations  under the 1933 Act by reason of Rule
501(a)(3);

     (c) All subsequent offers and sales of the Securities by the Buyer shall be
made pursuant to registration of the Securities being offered and sold under the
1933 Act or pursuant to an exemption from registration;

     (d) The Buyer understands that the Warrants are being offered and sold, and
the Common Shares are being  offered,  to it in reliance on specific  exemptions
from the registration requirements of United States federal and state securities
laws and that the  Company is relying  upon the truth and  accuracy  of, and the
Buyer's   compliance   with,  the   representations,   warranties,   agreements,
acknowledgments  and  understandings  of the Buyer set forth  herein  and in the
Prospective Purchaser Questionnaire,  a true and accurate copy of which has been
delivered  by the  Buyer  to the  Company  (the  "Questionnaire),  in  order to
determine the  availability  of such exemptions and the eligibility of the Buyer
to acquire the Warrants and to receive an offer of the Common Shares;

     (e) The Buyer  and its  advisors,  if any,  have  been  furnished  with all
materials  relating to the business,  finances and operations of the Company and
materials  relating to the offer and sale of the  Warrants  and the offer of the
Common  Shares  which  have  been  requested  by the  Buyer.  The  Buyer and its
advisors,  if any,  have been afforded the  opportunity  to ask questions of the
Company  and  have  received  complete  and  satisfactory  answers  to any  such
inquiries.  Without limiting the generality of the foregoing,  the Buyer has had
the  opportunity to obtain and to review the Company's (1) Annual Report on Form
10-KSB for the fiscal year ended  December 31, 1995,  (2)  Quarterly  Reports on
Form 10-QSB for the fiscal  quarters ended March 31, 1996 and June 30, 1996, (3)
Current  Report on Form 8-K,  dated March 28,  1996,  and (4)  definitive  Proxy
Statement  for its 1996 Annual  Meeting of  Stockholders,  in each case as filed
with the SEC.  The  Buyer  understands  that its  investment  in the  Securities
involves a high degree of risk;

     (f) The Buyer  understands that no United States federal or state agency or
any  other  government  or  governmental  agency  has  passed  on  or  made  any
recommendation or endorsement of the Securities; and

     (g) This  Agreement  has been duly and  validly  authorized,  executed  and
delivered  on behalf of the Buyer and is a valid and  binding  agreement  of the
Buyer enforceable in accordance with its terms,  subject as to enforceability to
general principles of equity and to bankruptcy, insolvency, moratorium and other
similar laws affecting the enforcement of creditors' rights generally.

                                       -3-
<PAGE>


     3. COMPANY REPRESENTATIONS, WARRANTIES, ETC.

     The Company  represents and warrants to, and covenants and agrees with, the
Buyer that:

     (a) Concerning the Securities. The Securities have been duly authorized and
the Warrants,  when issued and paid for in accordance with this  Agreement,  and
the Common  Shares,  when issued upon  exercise of the Warrants will be duly and
validly issued,  fully paid and  non-assessable  and will not subject the holder
thereof  to  personal  liability  by reason of being such  holder.  There are no
preemptive rights of any stockholder of the Company,  as such, to acquire any of
the Common Shares.  The Common Stock is listed for trading on the American Stock
Exchange,  Inc. (the "AMEX") and no suspension of trading in the Common Stock is
in effect.

     (b) Warrant Purchase Agreement;  Registration  Rights Agreement;  Warrants.
This Agreement, the Registration Rights Agreement, the form of which is attached
hereto as Annex IV (the "Registration  Rights Agreement") and the Warrant,  have
been duly and validly  authorized by the Company,  this  Agreement has been duly
executed and  delivered  on behalf of the Company and this  Agreement is and the
Registration  Rights Agreement and the Warrants,  when executed and delivered by
the Company, will be, valid and binding agreements of the Company enforceable in
accordance with their respective terms,  subject as to enforceability to general
principles of equity and to bankruptcy, insolvency, moratorium and other similar
laws affecting the enforcement of creditors' rights generally.

     (c)  Non-contravention.  The execution and delivery of this Agreement,  the
Registration   Rights  Agreement  and  the  Warrants  by  the  Company  and  the
consummation  by the  Company  of the  issuance  of the  Warrants  and the other
transactions  contemplated by this Agreement,  the Registration Rights Agreement
and the terms of the Warrants do not and will not  conflict  with or result in a
breach by the  Company of any of the terms or  provisions  of, or  constitute  a
default under, the certificate of  incorporation  or by-laws of the Company,  or
any indenture, mortgage, deed of trust or other material agreement or instrument
to which  the  Company  is a party or by  which it or any of its  properties  or
assets are bound,  or any  applicable  law, rule or regulation or any applicable
decree,  judgment  or  order  of any  court,  United  States  federal  or  state
regulatory  body,  administrative  agency  or  other  governmental  body  having
jurisdiction over the Company or any of its properties or assets.

     (d) Approvals. No authorization,  approval or consent of or filing with any
court, governmental body, regulatory agency,  self-regulatory  organization,  or
stock  exchange or market or the  stockholders  of the Company is required to be
obtained by the Company for the issuance and sale of the Securities

                                       -4-
<PAGE>

as contemplated  by this Agreement and the Warrants,  other than (1) approval of
the  listing of the Common  Shares by the AMEX and (2) the  requirements  of any
applicable blue sky laws.
 
     (e) SEC  Reporting  Status and Filings.  The Company has filed with the SEC
all reports and other information  required to be filed under Sections 13(a), 14
and 15(d) of the  Securities  Exchange Act of 1934, as amended (the "1934 Act").
Since June 30, 1995, the Company has not filed any reports or other  information
with the SEC pursuant to Sections 13(a), 14 and 15(d) of the 1934 Act other than
the reports and other information identified in Section 2(e) hereof.

     (f) Information  Provided.  The information provided by or on behalf of the
Company to the Buyer and referred to in Section 2(e) of this  Agreement does not
contain any untrue  statement  of a material  fact or omit to state any material
fact  necessary  in order to make the  statements  therein,  in the light of the
circumstances under which they are made, not misleading.
   
     (g) Absence of Certain Changes.  Since December 31, 1995, there has been no
material  adverse  change and no material  adverse  development in the business,
properties, operations, condition (financial or other), results of operations or
prospects of the Company,  except as disclosed in the  documents  referred to in
Section 2(e) hereof.

     (h) Absence of Litigation. There is no action, suit, proceeding, inquiry or
investigation  before or by any court,  public  board or body pending or, to the
knowledge  of the  Company  or any of its  subsidiaries,  threatened  against or
affecting  the  Company  or any  of its  subsidiaries,  wherein  an  unfavorable
decision,  ruling  or  finding  would  have a  material  adverse  effect  on the
properties,  business,  condition (financial or other), results of operations or
prospects  of  the  Company  and  its  subsidiaries  taken  as a  whole  or  the
transactions contemplated by this Agreement or any of the documents contemplated
hereby or which would adversely affect the validity or enforceability of, or the
authority  or ability of the  Company to perform  its  obligations  under,  this
Agreement or any of such other documents.

     4. Certain Covenants and Acknowledgments.
 
     (a) Transfer  Restrictions.  The Buyer  acknowledges  that (1) the Warrants
have not been and are not being  registered under the provisions of the 1933 Act
and, except as provided in the Registration Rights Agreement,  the Common Shares
have not been and are not being  registered  under the 1933 Act,  and may not be
transferred unless (A) subsequently registered thereunder or (B) the Buyer shall
have delivered to the Company an opinion of counsel,  reasonably satisfactory in
form,  scope and substance to the Company,  to the effect that the Securities to
be sold or transferred may be sold or transferred  pursuant to an exemption from
such  registration;  (2) any sale of the Securities made in reliance on Rule 144
promulgated under the 1933 Act may be made only in

                                       -5-
<PAGE>

accordance  with  the  terms  of said  Rule  and  further,  if said  Rule is not
applicable,  any such  resale of  Securities  under  circumstances  in which the
seller,  or the  person  through  whom the sale is made,  may be deemed to be an
underwriter,  as that term is used in the 1933 Act, may require  compliance with
some other  exemption under the 1933 Act or the rules and regulations of the SEC
thereunder;  and (3)  neither  the  Company  nor any  other  person is under any
obligation   to  register  the  Common   Shares  (other  than  pursuant  to  the
Registration  Rights  Agreement) or the Warrants under the 1933 Act or to comply
with the terms and conditions of any exemption  thereunder  (other than pursuant
to Section 4(d) hereof and pursuant to the Registration Rights Agreement).

     (b) Restrictive Legend. The Buyer acknowledges and agrees that the Warrants
and,  until such time as the Common Shares have been  registered  under the 1933
Act as contemplated by the Registration  Rights Agreement,  the certificates for
the Common Shares,  may bear a restrictive legend in substantially the following
form  (and  a  stop-transfer  order  may  be  placed  against  transfer  of  the
certificates for the Common Shares and the Warrants):

     The securities  represented by this  certificate  have not been  registered
     under  the  Securities  Act  of  1933, as amended. The securities have been
     acquired for investment and may not be sold, transferred or assigned in the
     absence of an effective registration statement for the securities under the
     Securities  Act  of  1933,  as  amended,  or an  opinion  of  counsel  that
     registration is not required under said Act.

     (c) Registration  Rights Agreement.  The parties hereto agree to enter into
the Registration Rights Agreement on or before the Closing Date.

     (d)  Form  D.  The  Company  agrees  to file a Form D with  respect  to the
Securities as required  under  Regulation D and to provide a copy thereof to the
Buyer promptly after such filing. The Buyer agrees to cooperate with the Company
in connection with such filing and, upon request of the Company, to provide all
information relating to the Buyer reasonably required for such filing.

     (e) AMEX  Listing;  Reporting  Status.  The  Company  has  filed a  listing
application  for the Common Shares with the AMEX and shall  provide  evidence of
such filing to the Buyer.  The Company  shall obtain the approval of the listing
of the Common Shares,  subject to official notice of issuance, by the AMEX on or
prior to the Closing  Date.  So long as the Buyer  beneficially  owns any of the
Warrants or the Common Shares, the Company shall file all reports required to be
filed  with  the SEC  pursuant  to  Section  13 or 15(d) of the 1934 Act and the
Company  shall not  terminate  its status as an issuer  required to file reports
under the 1934 Act even if the 1934 Act or the rules and regulations  thereunder
would permit such termination.



                                       -6-
<PAGE>

     (f) Use of Proceeds. The Company will use the proceeds from the sale of the
Warrants for the Company's  internal  working  capital  purposes and not for the
purpose  of any  investment  in or loan to any other  corporation,  partnership,
enterprise or other person; provided, however, that the proceeds may be used for
loans to companies  which are  wholly-owned  subsidiaries  of the Company at all
times when such loans are outstanding.

     (g) Blue Sky Laws.  On or before the Closing  Date,  the Company shall take
such action as shall be necessary to qualify, or to obtain an exemption for, the
Warrants for sale to the Buyer  pursuant to this Agreement and the Common Shares
for  issuance  to the  Buyer  on  exercise  of the  Warrants  under  such of the
securities or "blue sky" laws of  jurisdictions in the United States as shall be
applicable to the sale of the Warrants to the Buyer  pursuant to this  Agreement
and the issuance of the Common  Shares to the Buyer on exercise of the Warrants.
The Company shall furnish copies of all filings, applications, orders and grants
or confirmations of exemptions relating to such securities or "blue sky" laws on
or prior to the Closing Date.

     (h) Certain Expenses.  Whether or not any closing occurs, the Company shall
pay or reimburse the Buyer for all reasonable legal fees and expenses of counsel
to the Buyer for the preparation  and  negotiation  of, and closing under,  this
Agreement up to an amount of $10,000.  The  obligations of the Company under the
provisions  of this Section 4(h) shall be in addition to the  obligation  of the
Company for expenses under the Registration Rights Agreement.

     (i) Certain Issuances of Securities.  The Company will not issue any shares
of Common Stock or shares of any series of preferred  stock or other  securities
convertible  into  Common  Stock of the Company for less than the greater of the
book or market value of such Common Stock,  if such issuance would be integrated
as a  transaction  with the offer and sale of the  Warrants to the Buyer and the
exercise  thereof for  purposes of the  Stockholder  Approval (as defined in the
Prepaid  Warrants)  requirement  under of the  rules  of the  AMEX  and  require
Stockholder  Approval  or a waiver  thereof  from the AMEX,  unless the  Company
obtains Stockholder Approval or such waiver thereof from the AMEX, as and to the
extent required under of the rules of the AMEX.

     5. TRANSFER AGENT INSTRUCTIONS; CONVERSION PROCEDURE.

     Transfer Agent  Instructions.  Promptly following the delivery by the Buyer
of the aggregate purchase price for the Warrants in accordance with Section 1(c)
hereof, and prior to the Closing Date, the Company will irrevocably instruct its
transfer  agent to issue  certificates  for the Common  Shares from time to time
upon exercise of the Warrants in such amounts as specified  from time to time to
the transfer  agent in the  subscription  forms  attached to the Warrants,  such
certificates  to bear the restrictive  legend  specified in Section 4(b) of this
Agreement prior to registration of the


                                       -7-
<PAGE>

Common  Shares  under the 1933 Act,  registered  in the name of the Buyer or its
nominee and in such  denominations  to be specified  by the Buyer in  connection
with each exercise of the  Warrants.  The Company  warrants that no  instruction
other than such  instructions  referred to in this  Section 5 and stop  transfer
instructions  to give effect to Section 4(a) hereof prior to registration of the
Common  Shares  under the 1933 Act will be given by the Company to the  transfer
agent and that the Common Shares shall  otherwise be freely  transferable on the
books  and  records  of  the  Company  as and to the  extent  provided  in  this
Agreement.  Nothing  in this  Section  5  shall  affect  in any way the  Buyer's
obligations  and agreement to comply with all  applicable  securities  laws upon
resale of the  Securities.  If the Buyer provides the Company with an opinion of
counsel reasonably satisfactory in form, scope and substance to the Company that
registration  of a resale by the Buyer of any of the  Securities  in  accordance
with clause (1)(B) of Section 4(a) of this  Agreement is not required  under the
1933 Act, the Company shall permit the transfer of such  Securities  and, in the
case of the Common Shares,  instruct the Company's  transfer agent to issue upon
transfer and deliver to or upon the order of the Buyer promptly, but in no event
later than three business days after receipt of such opinion,  one or more share
certificates in such name or names and in such denominations as specified by the
Buyer. The provisions of Section 3(n) of the Registration Rights Agreement shall
supersede this Section 5(a) once said Section 3(n) becomes applicable.

     6. STOCK DELIVERY INSTRUCTIONS.

     The Warrants shall be delivered by the Company to the Escrow Agent pursuant
to Section 1(b) hereof on a delivery against payment basis at the closing.

     7. CLOSING DATE.

     The date and time of the  issuance of the  Warrants  (the  "Closing  Date")
shall be 12:00  noon,  New York City  time,  on the date which is three New York
Stock Exchange  trading days after the date on which the Buyer has deposited the
purchase price for the Warrants with the Escrow Agent in accordance with Section
1(c) hereof,  or such other mutually  agreed to time. The closing shall occur on
the Closing Date at the offices of the Escrow Agent.

     8. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL AND ISSUE.

     The Buyer  understands that the Company's  obligation to issue the Warrants
to the Buyer pursuant to this Agreement is conditioned upon:

     (a)  The  receipt  and  acceptance  by the  Company  of this  Agreement  as
evidenced by execution of this Agreement by the


                                       -8-
<PAGE>

Company and delivery of an executed  counterpart  of this Agreement to the Buyer
or its legal counsel;

     (b)  Delivery by the Buyer to the Escrow  Agent of good funds as payment in
full of an amount  equal to the purchase  price for the  Warrants in  accordance
with Section 1(c) hereof; and

     (c) The accuracy on the Closing Date of the  representations and warranties
of the Buyer contained in this Agreement and in the  Questionnaire as if made on
the Closing Date and the  performance by the Buyer on or before the Closing Date
of all  covenants  and  agreements  of the Buyer  required to be performed on or
before the Closing Date.

     9. CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE.

     The  Company  understands  that the  Buyer's  obligation  to  purchase  the
Warrants on the Closing Date is conditioned upon:

     (a)  Delivery  by the  Company  to the  Escrow  Agent  of the  Warrants  in
accordance with this Agreement;

     (b) The accuracy on the Closing Date of the  representations and warranties
of the Company  contained  in this  Agreement as if made on the Closing Date and
the  performance  by the Company on or before the Closing Date of all  covenants
and agreements of the Company required to be performed on or before such Closing
Date; and

     (c) Receipt by the Buyer on the  Closing  Date of an opinion of counsel for
the Company,  dated the Closing  Date, in form,  scope and substance  reasonably
satisfactory to the Buyer,  to the effect set forth in Annex V attached  hereto;
and

     (d) The Common  Shares shall have been  approved  for  listing,  subject to
official notice of issuance, by the AMEX.

     10. GOVERNING LAW; MISCELLANEOUS.

     (a) This Agreement  shall be governed by and interpreted in accordance with
the laws of the Commonwealth of Virginia.

     (b) This  Agreement  may be  executed  in  counterparts  and by the parties
hereto on separate counterparts, all of which


                                       -9-
<PAGE>

together shall constitute one and the same instrument.  A facsimile transmission
of this Agreement bearing a signature on behalf of a party hereto shall be legal
and binding on such party.

     (c) The headings of this  Agreement  are for  convenience  of reference and
shall not form part of, or affect the interpretation of, this Agreement.

     (d) If any provision of this Agreement shall be invalid or unenforceable in
any  jurisdiction,  such  invalidity  or  unenforceability  shall not affect the
validity or enforceability of the remainder of this Agreement or the validity or
enforceability of this Agreement in any other jurisdiction.

     (e) No  failure  or delay by any  party in  exercising  any right or remedy
under this Agreement or otherwise, and no course of dealing between the parties,
shall operate as a waiver thereof or amendment of this Agreement,  nor shall any
single or partial  exercise of any such right or power,  or any  abandonment  or
discontinuance of steps to enforce such a right or power,  preclude any other or
further exercise thereof or exercise of any other right or power.

     (f) Neither this Agreement nor any term thereof  (including this paragraph)
may be amended, changed, waived, discharged or terminated unless such amendment,
change, waiver,  discharge or termination is in a writing signed by the party to
be charged with enforcement.

     (g) Any notices  required or  permitted to be given under the terms of this
Agreement  shall be sent by mail or delivered  personally  (which shall  include
telephone line facsimile transmission) or by courier and shall be effective five
days after being placed in the mail, if mailed,  or upon  receipt,  if delivered
personally  or by courier,  in each case  addressed  to a party at such  party's
address shown in the  introductory  paragraph or on the  signature  page of this
Agreement, as the case may be (facsimile number 703-273-3866, in the case of the
Company,  and as set  forth on the  signature  page  hereof,  in the case of the
Buyer),  or such other  address as a party shall have  provided by notice to the
other party in accordance  with this provision.  The Buyer hereby  designates as
its address and  telephone  line  facsimile  transmission  number for any notice
required or permitted to be given to the Buyer  pursuant to the  Certificate  of
Designations or the Registration Rights Agreement the address and telephone line
facsimile  transmission number set forth on the signature page hereof, until the
Buyer shall by notice to the Company designate another address or telephone line
facsimile transmission number for such purpose.

     (h) The Buyer  shall have the right to assign  its  rights and  obligations
under this  Agreement  with respect to the purchase of all or any portion of the
Warrants  to  another  investment  fund,  provided  such  assignee,  by  written
instrument duly executed by such assignee, assumes all obligations of the Buyer


                                      -10-
<PAGE>

hereunder  with  respect  to the  purchase  of the  portion of the  Warrants  so
assigned and makes the same  representations and warranties with respect thereto
as the Buyer makes in this  Agreement,  whereupon the Buyer shall be relieved of
any further  obligations,  responsibilities  and liabilities with respect to the
purchase of all or the portion of the Warrants the  obligation  for the purchase
of which has been so assigned.  In the case of any such assignment,  the Company
shall agree in writing with such assignee to make available to such assignee the
benefits of the Registration  Rights Agreement with respect to the Common Shares
issuable on exercise of the Warrants  with  respect to which the purchase  under
this Agreement has been so assigned.

                                      -11-
<PAGE>

     IN WITNESS  WHEREOF,  this Agreement has been duly executed by the Buyer or
one of its officers thereunto duly authorized as of the date set forth below.


AGGREGATE PURCHASE PRICE:  $1,500,000.00

NAME OF BUYER:  Pangaea Fund LIMITED



SIGNATURE ____________________________

Title: _______________________________

Date:  ____________________________

Address:
 
 
 

Facsimile Number:                                                               

     This Agreement has been accepted as of the date set forth below.

GLOBALINK, INC.


By: ________________________

Title: _____________________

Date:  _____________________



                                      -12-