UNIT PURCHASE AGREEMENT


                  AGREEMENT  ("Agreement") dated as of the 20th day of December,
1996, by and among GLOBALINK,  INC., a Delaware corporation (the "Company"),  J.
MICHAEL REISERT,  INC.  ("JMR"),  either on its own behalf or on behalf of other
investors,  and the persons and entities  listed on Exhibit A to this  Agreement
(JMR and the  persons  and  entities  listed on Exhibit A annexed  hereto  being
referred to individually as an "Investor" and collectively as the "Investors").

                              W I T N E S S E T H :

         WHEREAS, in reliance upon the  representations,  warranties,  terms and
conditions  hereinafter  set forth,  the  Investors  desire to purchase from the
Company,  and the  Company  desires to sell to the  Investors,  a minimum of two
million five hundred thousand  ($2,500,000) dollars and a maximum of six million
five hundred  thousand  ($6,500,000)  dollars of units (the "Units") at the Unit
Purchase Price (as defined below) per Unit, each Unit consisting of: (a) one (1)
share of the Company's Eight (8%) Percent Convertible Redeemable Preferred Stock
("Preferred  Stock"),  each share of Preferred Stock being  convertible into ten
(10) shares of the  Company's  common stock,  par value $.01 per share  ("Common
Stock");  and (b) one Redeemable  Common Stock Purchase Warrant  exercisable for
five (5) years (the "Warrant" and collectively,  the "Warrants") to purchase ten
(10) shares of Common Stock at the Warrant  Exercise  Price (as defined  below);
and

         WHEREAS,   the  Units  are  being  issued  pursuant  to  the  Company's
Confidential  Private  Placement  Memorandum and Exhibits thereto dated December
11, 1996 (collectively, the "Memorandum"); and

         WHEREAS,  the Units are being issued  pursuant to an exemption from the
registration  requirements  of the Securities Act of 1933, as amended (the "1933
Act").

         NOW,  THEREFORE,  in  consideration  of the premises and the respective
promises  hereinafter set forth,  the Company and the Investors  hereby agree as
follows:

         1.       Sale and Purchase of Units.

                  (a) Subject to the terms and conditions of this Agreement, the
Company  shall  sell to the  Investors  Units  having a minimum  aggregate  Unit
Purchase Price of two million five hundred thousand  ($2,500,000)  dollars and a
maximum  aggregate  Unit  Purchase  Price of six million five  hundred  thousand
($6,500,000)  dollars,  and each  Investor  shall  purchase from the Company the
number of Units as is set forth after the  Investor's  name on Exhibit A annexed
hereto for a consideration  equal to the Unit Purchase Price per Unit.  Forms of
the Preferred Stock and Warrants,  which comprise the Units, are included in the
Memorandum.  For purpose hereof, the terms: (i) "Unit Purchase Price" shall mean
ten (10) times the ten (10)  consecutive  trading day average of the closing bid
price on the American Stock Exchange ("ASE") for the


<PAGE>

Company's  Common  Stock  ending  five (5)  calendar  days prior to the  Initial
Closing  Date (as defined  below);  and  (ii)"Original  Stock  Price" shall mean
one-tenth (1/10th) of the Unit Purchase Price.

                  (b) The initial sale and purchase  described in Paragraph 1(a)
of this  Agreement  shall take  place at a closing  at the  offices of SPITZER &
FELDMAN P.C., 405 Park Avenue, New York, New York 10022-4405 or such other place
as shall be acceptable to the Company and JMR on such date or dates as JMR shall
advise the Company on two (2)  business  days notice or such  shorter  notice as
shall be reasonably  acceptable to the Company (the "Initial Closing Date").  In
no event,  however,  shall the Initial  Closing Date be later than  December 31,
1996.  Subsequent  sale and  purchase  of Units  shall take place at one or more
closings  held on such dates as the  Company  and JMR shall  mutually  determine
("Additional  Closing  Dates").  All  Additional  Closing Dates pursuant to this
Agreement shall occur not later than December 31, 1996,  subject to the right of
JMR by written  notice to the Company to extend such period up to and  including
January 31, 1997.  The closings  that occur on the Initial  Closing Date and the
Additional  Closing  Dates shall be referred to  individually  as "Closing"  and
collectively as "Closings".

                  (c) As provided in the Warrants,  the Warrants are exercisable
at an  exercise  price per  share,  subject to  adjustment  as  provided  in the
Warrant,  equal to one hundred  twenty-five (125%) percent of the Original Stock
Price (the "Warrant  Exercise  Price") until the fifth (5th)  anniversary of the
Initial  Closing  Date.  The  Company  can  redeem  all,  but not less than all,
outstanding  Warrants  for one cent  ($.01) per  Warrant on not less than thirty
(30) days nor more than forty-five (45) days written notice to all of the record
holders of the Warrants provided that, at the time such notice is given, (A) the
Warrant Shares (as defined below) have been registered  pursuant to the 1933 Act
as provided for in  Paragraph 7 below and such  registration  is then  currently
effective,  and (B) the average  closing bid price of the Common Stock as listed
on  the  ASE,  or the  National  Association  of  Securities  Dealers  Automated
Quotation  System  ("NASDAQ"),  or the New  York  Stock  Exchange  ("NYSE"),  or
wherever  the  Common  Stock is then  traded,  during  the ten (10)  consecutive
trading days ending five (5) business days prior to the date that written notice
of the Warrants  redemption is given is at least two hundred  (200%)  percent of
the  Warrant  Exercise  Price  per share of  Common  Stock.  In the event of any
conflict or inconsistency  between the provisions of this Paragraph 1(c) and the
Warrants, the Warrants shall govern and be controlling.

                  (d)  As  provided  in  the  Preferred  Stock,  each  share  of
Preferred Stock is convertible into ten (10) shares of Common Stock,  subject to
adjustment as provided in the Preferred  Stock, at the option of the holder.  If
the Company's Common Stock trades at 200% or more of the Original Stock Price on
the ASE,  NASDAQ,  NYSE or wherever the Common Stock is then traded for ten (10)
consecutive  trading  days and the Company  then has an  effective  registration
statement  under  the  1933 Act with  respect  to all  shares  of  Common  Stock
underlying  the Preferred  Stock,  the Company has the right,  upon no less than
thirty (30) days nor more than  forty-five (45) days prior written notice to all
holders of record of the Preferred Stock, to redeem


<PAGE>

all, but not less than all, of the Preferred Stock for cash at the Unit Purchase
Price per share of Preferred Stock plus accrued and unpaid dividends. On January
1, 2002, any shares of outstanding  Preferred Stock shall automatically  convert
into shares of Common Stock at the lesser of the Original  Stock Price per share
or the average bid price per share for the Common Stock for ten (10) consecutive
trading days ending five (5) business days prior to January 1, 2002.

                  (e) As provided in the Preferred  Stock, the Company shall pay
dividends of eight (8%) percent per annum, in arrears,  on a cumulative basis to
the holders of the Preferred  Stock on an annual basis on the first business day
of each calendar year  commencing in January 1998. A pro rata dividend  shall be
paid  by the  Company  for  any  period  that  shares  of  Preferred  Stock  are
outstanding  for less than a full  calendar  year. At the option of the Company,
dividends  will be paid in cash or in shares of  Preferred  Stock  valued at the
lesser of a per share price equal to the Unit  Purchase  Price or ten (10) times
the average  closing bid price for shares of Common  Stock for the last ten (10)
consecutive  trading days prior to the end of the calendar year. In the event of
any conflict or inconsistency  between the provisions of this Paragraph 1(e) and
the Preferred Stock, the Preferred Stock shall govern and be controlling.

                  (f) As provided  in the  Preferred  Stock,  if the average bid
price for Common Stock during any sixty (60) day period  commencing  on or after
January 1, 1998 is eighty  (80%)  percent or less of the  Original  Stock Price,
holders of a majority of the outstanding shares of Preferred Stock can elect, by
written  notice to the Company  signed by such holders,  to have the dividend on
all of the  Preferred  Stock  paid in cash  for the  balance  of the life of the
Preferred Stock (the "Cash  Election").  In the event that the Company cannot or
does not honor the Cash  Election,  (i) the  Company  must pay the  dividend  in
shares of Preferred Stock valued at the lesser of a per share price equal to the
Unit Purchase  Price or ten (10) times the average  closing bid price for shares
of Common Stock for the last ten (10) consecutive  trading days prior to the end
of  the  respective  calendar  year,  and  (ii)  holders  of a  majority  of the
outstanding  Preferred  Stock  shall  have the right,  by written  notice to the
Company  signed by such  holders,  to  designate  one (1) member to the Board of
Directors of the Company, the Company shall immediately take all steps necessary
to appoint  such  designee as a member of the Board of  Directors of the Company
and the  Company  shall  use its best  efforts  to cause  the  election  of such
designee (or any substitute  designee  designated in writing by the holders of a
majority of the outstanding Preferred Stock) for so long as at least twenty-five
(25%) percent of the Preferred  Stock remains  outstanding.  In the event of any
conflict or inconsistency  between the provisions of this Paragraph 1(f) and the
Preferred Stock, the Preferred Stock shall govern and be controlling.

                  (g) The shares of  Preferred  Stock and  Warrants  provide for
adjustment to the conversion  price and exercise price upon the happening of the
following:(i)  any subdivision of the outstanding  shares of Common Stock of the
Company into a greater number of shares of Common Stock; (ii) any declaration of
a dividend or making any other distribution by the Company upon its Common Stock
payable  in  shares  of  Common  Stock;  (iii)  any  capital  reorganization  or
reclassification of the capital stock of the Company; (iv) the issuance, sale or


<PAGE>

distribution  of shares of Common Stock by the Company for a  consideration  per
share in cash or property  less than the  Original  Stock  Price (the  foregoing
provision  does not apply to the  issuance  and sale of the Units);  and (v) any
consolidation or merger of the Company with another entity.

         2.  Payment.  At each  Closing,  the Company  shall  deliver to JMR, on
behalf of the Investors,  the original executed and sealed  certificates for the
shares of Preferred  Stock and Warrants  comprising the Units being purchased by
the Investors pursuant to Paragraph 1 of this Agreement,  against its receipt of
payment  therefor  by  certified  or bank check  drawn on a bank  located in the
United  States,  or by Federal  wire  transfer,  in the amount of the  aggregate
purchase price for such Units as provided in Paragraph 1 of this Agreement, less
the amount of fees payable to JMR pursuant to Paragraph 10(a) of this Agreement.
All certificates for shares of Preferred Stock and Warrants comprising the Units
being purchased by the Investors shall be issued in the respective  names of the
Investors in  accordance  with  instructions  provided by JMR not later than the
business day preceding the Closing.

         3.  Representations  and Warranties of the Company.  The Company hereby
represents  and warrants to and covenants and agrees with each Investor and JMR,
as of the date hereof and as of the date of each Closing, as follows:

                  (a) The  Company  is a  corporation  duly  organized,  validly
existing  and in good  standing  under the laws of the State of Delaware  and is
qualified and in good standing as a foreign  corporation in each jurisdiction in
which the nature of the business  conducted by the Company or the property owned
or leased by the Company requires such qualification. Except as set forth on the
disclosure  schedule  attached hereto as Exhibit C (the "Disclosure  Schedule"),
the Company has no active  subsidiaries and does not own any equity interest and
has not made any loans or  advances  to or  guarantees  of  indebtedness  to any
person, corporation, partnership or other entity.

                  (b) The authorized  capital of the Company  consists of twenty
million  (20,000,000)  shares of Common  Stock and two  hundred  fifty  thousand
(250,000) shares of preferred stock, of which, as of the date of this Agreement,
(i) 5,341,352 shares of Common Stock are issued and outstanding,  (ii) no shares
of preferred  stock are issued and  outstanding  (other than shares of Preferred
Stock issued at any prior Closing or Closings), (iii) 1,686,278 shares of Common
Stock  have  been  reserved  for  issuance  upon  conversion  of  equity or debt
securities,  exercise  of  outstanding  options,  warrants  and other  rights to
acquire  Common Stock and upon the exercise of options  granted or to be granted
pursuant to the Company's  stock option plans and pursuant to other  agreements,
excluding,  however, (a) the shares of Common Stock issuable upon the conversion
of the Preferred Stock (the "Conversion Shares"), (b) the shares of Common Stock
issuable upon exercise of the Warrants (the "Warrant Shares"), (c) the shares of
Common Stock issuable upon the conversion of the Preferred Stock comprising part
of the  Units  purchasable  by the  Placement  Agent  upon the  exercise  of the
Placement Agent Warrants (as defined below),  and (d) the shares of Common Stock
issuable upon the exercise of the Warrants


<PAGE>

comprising  part of the  Units  purchasable  by the  Placement  Agent  upon  the
exercise of the  Placement  Agent  Warrants,  and (iv) 1,500 shares of preferred
stock  designated "A-1" reserved for issuance upon the conversion of outstanding
prepaid warrants  ("Prepaid  Warrants").  Except as set forth in the Memorandum,
the Company is not a party to any  agreement  to issue,  nor has it issued,  any
warrants,  options  or  rights  or  debentures,   notes  or  other  evidence  of
indebtedness or other securities, instruments or agreements upon the exercise or
conversion  of which or  pursuant  to the  terms of which  additional  shares of
capital  stock of the  Company  may  become  issuable.  No  holder of any of the
Company's  securities  has  preemptive  rights  or  contractual  rights of first
refusal.

                  (c) The  Company has the full right,  power and  authority  to
execute,  deliver and perform under this  Agreement,  the Preferred  Stock,  the
Warrants and the Placement Agent Warrants. This Agreement has been duly executed
by the Company  and, at each  Closing,  the  Preferred  Stock,  Warrants and the
Placement  Agent  Warrants  being  issued  will have been duly  executed  by the
Company, and this Agreement, the Preferred Stock, the Warrants and the Placement
Agent  Warrants  and  the  transactions  contemplated  by  this  Agreement,  the
Preferred  Stock,  the  Warrants,  and Placement  Agent  Warrants have been duly
authorized by all necessary  corporate  action and each  constitute,  the legal,
valid and binding  obligations of the Company,  enforceable  in accordance  with
their respective terms.

                  (d) All of the issued and  outstanding  shares of Common Stock
of the Company  have been duly and validly  authorized  and issued and are fully
paid and  nonassessable,  with no personal  liability  attaching  to the holders
thereof,  and such shares of Common  Stock have not been issued in  violation of
the preemptive  rights or rights of first refusal of any holder of securities of
the Company.  All of the issued and outstanding shares of Common Stock have been
issued pursuant to either a current effective  registration  statement under the
1933 Act or an exemption from the registration  requirements of the 1933 Act and
were issued in accordance with all applicable Federal and state securities laws.

                  (e) The  shares of Common  Stock  included  in the  Conversion
Shares and the Warrant  Shares and the shares of Common Stock  issuable upon the
conversion of the Preferred  Stock and exercise of the Warrants  underlying  the
Placement  Agent  Warrants have been validly  authorized  for issuance and, when
issued  pursuant to this  Agreement  and the terms of the Preferred  Stock,  the
terms  of the  Warrants  and the  terms  of the  Preferred  Stock  and  Warrants
underlying the Placement  Agent  Warrants,  as the case may be, will be duly and
validly  authorized  and  issued,  fully  paid and  nonassessable  and free from
preemptive rights or rights of first refusal held by any person.

                  (f) The Company has  delivered to each  Investor a copy of the
following financial  statements of the Company  (hereinafter  collectively,  the
"Financial Statements"):  (1) (i) consolidated balance sheets as at December 31,
1995 and 1994, and (ii)  consolidated  statements of  operations,  stockholders'
equity  (deficiency) and cash flows for the fiscal years ended December 31, 1995
and 1994, and the related notes thereto, which have been audited by Grant


<PAGE>

Thornton LLP,  independent  certified public accountants,  and (2) (i) unaudited
balance  sheet as at  September  30,  1996,  and  (ii)  unaudited  statement  of
operations,  stockholders'  equity  (deficiency)  and cash  flows for the fiscal
quarter ended September 30, 1996, and the related notes thereto, which have been
prepared by the Company.  The  Financial  Statements,  which are included in the
Company's  Form 10-KSB Annual Report for the year ended December 31, 1995 ("Form
10-K") and the  Company's  Form 10-QSB  Quarterly  Report for the quarter  ended
September 30, 1996 ("Form  10-Q"),  were prepared in accordance  with  generally
accepted  accounting  principles  consistently  applied  and present and reflect
fairly the  financial  position of the Company at the  respective  balance sheet
dates and the results of its  operations,  changes in  stockholders'  equity and
cash flows for the periods then ended. During the period of Grant Thornton LLP's
engagement as the Company's independent certified public accountant,  there have
been no disagreements between the accounting firm and the Company on any matters
of  accounting  principles  or  practices,  financial  statement  disclosure  or
auditing  scope  or  procedure  and  no  reportable   events   relating  to  the
relationship  between the Company and the accounting  firm. The Company has made
and kept books and records and accounts which are in reasonable detail and which
fairly and accurately reflect the activities of the Company.

                  (g)  Except  as set  forth  on the  Disclosure  Schedule,  the
Company has good and marketable title to all of its property and assets and none
of the  property  or assets of the  Company is  subject  to any lien,  mortgage,
pledge, encumbrance or other security interest.

                  (h)  Since  December  31,  1995,  except  as set  forth in the
Memorandum and its Exhibits,  there has not been any material  adverse change in
the  financial  condition  or in the  operations,  business or  prospects of the
Company  from  that  shown  in  the  Financial   Statements  or  any  damage  or
destruction,  whether  covered by insurance or not,  which affects the business,
property or assets of the Company.

                  (i) The Company has  delivered to each  Investor (i) a copy of
the Company's Form 10-K; (ii) a copy of the Company's Form 10-Q; (iii) a copy of
the Company's  annual report and proxy statement  relating to the Company's 1996
annual  meeting  of  stockholders  held on  June  18,  1996,  (iv) a copy of the
Company's  proxy  statement  relating to the Company's  December 2, 1996 special
meeting of  stockholders;  (v) any Current  Reports on Form 8-K or other reports
filed with the  Securities  and Exchange  Commission  (the "SEC")  subsequent to
September 30, 1996; and (vi) such additional  documents referred to in Exhibit B
annexed hereto.

                  (j) Neither the execution or delivery of this  Agreement,  the
Preferred Stock, the Warrants or the Placement Agent Warrants by the Company nor
the  performance  by  the  Company  of the  transactions  contemplated  by  this
Agreement,  the Preferred  Stock,  the Warrants or the Placement Agent Warrants:
(i) requires the  consent,  waiver,  approval,  license or  authorization  of or
filing  with or notice to any  person,  entity or public  authority  (except any
filings required by Federal or state securities laws, which filings have been or
will be made by the Company on a timely  basis);  (ii) violates or constitutes a
default  under  or  breach  of any law,  rule or  regulation  applicable  to the
Company; (iii) conflicts with or results in a breach or


<PAGE>

termination of any provision of, or constitutes a default under,  or will result
in the creation of any lien,  charge or encumbrance  upon any of the property or
assets of the Company with or without the giving of notice,  the passage of time
or both, pursuant to (A) the Company's  certificate of incorporation or by-laws,
(B) any mortgage,  deed of trust,  indenture,  note,  loan  agreement,  security
agreement,   contract,  lease,  license,   alliance  agreement,   joint  venture
agreement, or other agreement or instrument, or (C) any order, judgment, decree,
statute,  regulation or any other  restriction of any kind or character to which
the  Company  is a party or by which  any of the  assets of the  Company  may be
bound.

                  (k) The Company has no indebtedness to any officer,  director,
5%  stockholder or other  Affiliate (as defined in the Rules and  Regulations of
the SEC under the 1933 Act) of the Company.

                  (l) The  Company  is in  compliance  with all laws,  rules and
regulations  of  all  Federal,   state  and  local  government  agencies  having
jurisdiction  over it or affecting its business,  assets or properties,  and the
Corporation possesses all licenses, permits, consents,  approvals and agreements
which are  required  to be issued by any and all  applicable  Federal,  state or
local  authorities  necessary  for  the  operation  of its  business  and/or  in
connection with its assets or properties.

                  (m)  The  Company  is not in  default  under  any  note,  loan
agreement,  security agreement,  mortgage,  contract, lease, alliance agreement,
joint  venture  agreement,  agreement,  license,  permit,  consent,  approval or
instrument  to which it is a party,  and no event has  occurred  which,  with or
without the lapse of time or giving of notice,  or both,  would  constitute such
default thereof by the Company or would cause  acceleration of any obligation of
the  Company or would  adversely  affect  the  business,  operations,  financial
condition or prospects of the Company.

                  (n) To  the  best  of the  Company's  knowledge,  no  officer,
director or 5%  stockholder  of the Company and no  Affiliate of any such person
either (i) holds any interest in any corporation,  partnership, business, trust,
sole  proprietorship  or any other entity which is engaged in a business similar
to that conducted by the Company (other than a passive immaterial  interest in a
public  company  engaged in any such  business) or (ii) engages in business with
the Company.

                  (o)  There  are  no  material  (i.e.,  involving  an  asserted
liability in excess of ten thousand dollars ($10,000)) claims,  actions,  suits,
proceedings  or labor  disputes,  inquiries  or  investigations  (whether or not
purportedly on behalf of the Company),  pending or, to the best of the Company's
knowledge,  threatened, against the Company, at law or in equity or by or before
any Federal,  state, county,  municipal or other governmental  department,  SEC,
ASE, board,  bureau,  agency or  instrumentality,  domestic or foreign,  whether
legal or administrative  or in arbitration or mediation,  nor is there any basis
for any such action or proceeding. Neither the Company nor any of its assets are
subject to, nor is the  Company in default  with  respect  to, any order,  writ,
injunction,  judgment  or decree  that  could  adversely  affect  the  financial
condition, business, assets or prospects of the Company.


<PAGE>

                  (p)  The  accounts   receivable   of  the  Company   represent
receivables generated from the sale of goods and services in the ordinary course
of  business.  The Company  knows of no material  disputes  concerning  accounts
receivable,  and the accounts  receivable are collectible in the ordinary course
of business, subject to reserves reflected on the Financial Statements.

                  (q) Except as set forth in the Memorandum, the Company has (i)
no written employment  contracts and no oral employment contracts not terminable
at will by the  Company,  with any  officer,  director or other  employee of the
Company or any five (5%) percent shareholder of the Company,  (ii) no consulting
agreement or other  compensation  agreement with any officer,  director or other
employee of the Company or any five (5%) percent shareholder of the Company, and
(iii) no agreement or contract with any party that will result in the payment by
the  Company,  or the  creation of any  commitment  or  obligation  (absolute or
contingent),  of  the  Company  to  pay  any  severance,   termination,  "golden
parachute", or similar payment to any present or former personnel of the Company
following termination of employment. No director, executive officer or other key
employee  of the  Company  has  advised  the  Company in writing  that he or she
intends to resign as  director  and/or  executive  officer of the  Company or to
terminate his or her employment with the Company.

                  (r) The accounts  payable of the Company  represent  bona fide
payables to third  parties  incurred  in the  ordinary  course of  business  and
represent bona fide debts for services and/or good provided to the Company.

                  (s) The  Company  is not a party  to a  labor  agreement  with
respect  to  its  employees  with  any  labor  organization,   union,  group  or
association  and there are no employee unions (nor any similar labor or employee
organizations).  In the last five (5) years, the Company has not experienced any
attempt by organized labor or its representatives to make the Company conform to
demands of organized  labor relating to its employees or to enter into a binding
agreement  with  organization  labor  that  would  cover  any of  the  Company's
employees.  There is no labor strike or labor stoppage or slowdown pending,  or,
to the  knowledge  of the  Company,  threatened  against the Company nor has the
Company  experienced in the last five (5) years any work stoppage or other labor
difficulty.  The Company is in compliance  with all applicable  laws,  rules and
regulations regarding employment  practices,  employee  documentation,  terms or
conditions  of  employment  and wage and hours and the Company is not engaged in
any  unfair  labor  practices.  There are no unfair  labor  practices  charge or
complaint  against the Company pending before the National Labor Relations Board
or any other governmental agency.

                  (t)  Except  as set  forth  in the  Memorandum,  there  are no
employee pension, retirement or other benefit plans, maintained,  contributed to
or required to be contributed to by the Company  covering any employee or former
employee of the Company.  The Company has no liability or obligation of any kind
or  nature,  whether  accrued or  contingent,  matured  or  unmatured,  known or
unknown,  under any provision of the Employee  Retirement Income Security Act of
1974, as amended ("ERISA") or any provision of the Internal Revenue Code of
 

<PAGE>

1986, as amended, specifically relating to persons subject to ERISA.

                  (u) The Company has timely filed with the  appropriate  taxing
authorities  all returns in respect of taxes  required  to be filed  through the
date  hereof  and  has  timely  paid  all  taxes  it is  required  to pay or has
established an adequate  reserve  therefor,  except where the Company has timely
filed for extensions.  There are no pending or, to the knowledge of the Company,
threatened audits,  investigations or claims for or relating to any liability of
the Company in respect of taxes.

                  (v) The  Company  has no  liabilities  of any  kind or  nature
whether accrued or contingent, matured or unmatured, known or unknown, except as
set forth in the  Financial  Statements  and those  liabilities  incurred by the
Company in the ordinary course of business since December 31, 1995.

                  (w)  Except  as set  forth  in  the  Disclosure  Schedule,  no
customer of the Company during fiscal year 1996 has accounted for more than five
(5%)  percent of the  revenues of the  Company and to the best of the  Company's
knowledge,  no  customer  will  account  for more than five (5%)  percent of the
Company's revenues during fiscal year 1997. None of the customers  identified on
the  Disclosure  Schedule  have advised the Company  that they:  (i) have or are
contemplating  filing  bankruptcy;  (ii) desire to  negotiate  extended  payment
terms;  or (iii) have  determined to  discontinue  the Company's  products or to
materially reduce their product orders.

                  (x)  There  are no  finder's  fees  or  brokerage  commissions
payable with respect to the transactions contemplated by this Agreement,  except
as  provided  in  Paragraph  10 of this  Agreement,  and the  Company  agrees to
indemnify and hold  harmless each of the Investors  from and against any and all
cost, damage,  liability,  judgment and expense  (including  reasonable fees and
expenses  of  counsel)  arising  out of or  relating  to claims for such fees or
commissions (and to pay JMR pursuant to a separate agreement between the Company
and JMR),  except to the  extent  that any such  fees or  commissions  have been
incurred by an Investor as a result of the actions of that Investor.

                  (y) The  Company  has not  agreed to any terms and  conditions
with respect to any merger,  consolidation,  acquisition,  disposition  or other
material business transaction with any party.

                  (z) The Company  has the right to conduct its  business in the
manner in which its business has been heretofore conducted.  Except as set forth
in the Disclosure  Schedule,  neither the conduct of the Company's  business nor
any of the Company's products violates or infringes upon the patent,  copyright,
trade secret or other proprietary rights of any third party, and the Company has
received no notice of any claim of any such violation or infringement.

                  (aa) There  is  no  legal  or  other impediment to the Company
filing a registration  statement  on  Form S-3  with  the  SEC or to such filing
becoming effective.  The Company


<PAGE>

covenants and agrees to maintain such conditions.

                  (bb) The Company has  delivered to each Investor a copy of the
Memorandum.  The  information  contained  in the  Financial  Statements  and the
Memorandum,  taken together,  describe in all material respects the business and
financial condition of the Company, and such material,  taken together, does not
contain any  misstatement  of a material  fact or omit to state a material  fact
necessary  to make  the  information  not  misleading.  The  Investors  shall be
entitled to rely on such material  notwithstanding any investigation they or any
of them may have made.

         4.  Representations  and  Warranties  of  the Investors.  Each Investor
(except for JMR,  other than in its  capacity as a  purchaser  of Units)  hereby
represents and warrants to the Company and JMR as follows:

                  (a) Investor has the full right,  power and authority to enter
into  this  Agreement  and  to  carry  out  and   consummate  the   transactions
contemplated  herein.  This Agreement  constitutes the legal,  valid and binding
obligation of the Investor.

                  (b)  Investor  acknowledges  that  Investor  has  received and
reviewed the Financial  Statements and the Memorandum and has had an opportunity
to meet with and ask questions of the management of the Company.

                  (c) Investor is an Accredited Investor (as defined in Rule 501
promulgated  by SEC under the 1933 Act),  has the financial  ability to bear the
economic  risk of the  Investor's  investment,  can afford to sustain a complete
loss of such  investment  and has adequate means of providing for the Investor's
current needs and personal  contingencies,  and has no need for liquidity in the
Investor's  investment in the Company; and the amount invested in the Company by
the Investor does not  constitute a substantial  portion of the  Investor's  net
worth. The Investor has delivered to the Company and JMR a confidential investor
questionnaire, and all of the information set forth in the confidential investor
questionnaire is true and correct in all material respects.

                  (d)  Investor  is  acquiring  the Units  being  purchased  for
investment  and not with a view to the sale or  distribution  thereof,  for such
Investor's  own  account  and not on behalf of others and the  Investor  has not
granted any other person any right or option or any  participation or beneficial
interest in any of the Units,  Preferred Stock,  Warrants,  Conversion Shares or
Warrant Shares,  except that JMR may acquire Units (but JMR has no obligation to
acquire  Units) and  thereafter  transfer  such Units to persons  who qualify as
Investors  pursuant to this Agreement and execute this Agreement as an Investor,
provided  that JMR shall  have  delivered  the Units  being  transferred  to the
Company or its transfer  agent prior to the effective  date of the  registration
statement  to be  filed  by the  Company  pursuant  to  Paragraph  7(a)  of this
Agreement.   Investor   acknowledges  that  the  Preferred  Stock  and  Warrants
comprising the Units constitute restricted securities within the meaning of Rule
144 of the SEC under the 1933 Act,  and that  neither  such  securities  nor the
Conversion Shares nor Warrant Shares may be sold


<PAGE>

except pursuant to an effective  registration statement under the 1933 Act or in
a  transaction  exempt from  registration  under the 1933 Act,  and the Investor
acknowledges  that the  Investor  understands  the  meaning  and  effect of such
restriction.  The Investor has sufficient  knowledge and experience in financial
and business matters so that the Investor is capable of evaluating the risks and
merits of the  purchase of the Units.  The  Investor is aware that no Federal or
state  regulatory  agency or authority  has passed upon the sale of the Units or
the terms of the sale or the accuracy or adequacy of any material being provided
to the  Investor  and that the  price of the Units was  negotiated  between  the
Company and JMR and does not necessarily bear any relationship to the underlying
assets or value of the Company.  INVESTOR  UNDERSTANDS THAT AN INVESTMENT IN THE
UNITS BEING PURCHASED INVOLVES A HIGH DEGREE OF RISK.

                  (e) INVESTOR  UNDERSTANDS  THAT, IN CONNECTION WITH INVESTOR'S
EVALUATION  OF THE  COMPANY,  INVESTOR HAS BEEN OR MAY HAVE BEEN  PROVIDED  WITH
ACCESS TO CERTAIN NON-MATERIAL  INFORMATION CONCERNING THE COMPANY WHICH HAS NOT
BEEN PUBLICLY  DISCLOSED.  INVESTOR FURTHER  UNDERSTANDS THAT ANY TRADING BY THE
INVESTOR  IN  SECURITIES  OF THE  COMPANY  USING  NON-PUBLIC  INFORMATION  COULD
CONSTITUTE A VIOLATION OF FEDERAL AND STATE  SECURITIES  LAWS AND OTHER LAWS AND
MAY SUBJECT THE INVESTOR TO CRIMINAL AND/OR CIVIL PENALTIES AND/OR LIABILITY. In
view of the foregoing,  Investor agrees not to (i) purchase or sell, including a
short sale,  any of the Company's  securities or rights to purchase or sell such
securities  as long as the  Investor is in  possession  of  material  non-public
information or (ii) disclose any non-public information to any other person.

                  (f)  There  are no  finder's  fees  or  brokerage  commissions
payable with  respect to the  purchase by the  Investor of the Units,  except as
provided in Paragraph 10 of this Agreement.

                  (g)  If an  Investor  is a  resident  of the  Commonwealth  of
Pennsylvania,  the  Investor  acknowledges  and agrees  that (a) the  securities
purchased by Investor cannot be sold for a period of twelve (12) months from the
date of purchase except as permitted  under Section 204.011 of the  Pennsylvania
Securities  Regulations,  and (b) pursuant to Section 207(m) of the Pennsylvania
Securities  Act,  each  Pennsylvania  resident  who accepts an offer to purchase
securities  exempted from registration  under Section 203(d) of the Pennsylvania
Securities  Act  directly  from an issuer or an  affiliate  of an issuer has the
right to withdraw his acceptance  without incurring any liability to the seller,
underwriter,  if any, or any other person  within two (2) business days from the
date of receipt by the issuer of his written binding contract of purchase or, in
the case of a  transaction  in which  there is no written  binding  contract  of
purchase,  within two (2) business  days after he makes the initial  payment for
the securities being offered.

         5.       Use of Proceeds.  The net proceeds from the sale of the  Units
will be used by the Company for research and development,  product  development,
marketing of new products, and


<PAGE>

may be used for a short  term  secured  loan to the  Company's  Chief  Executive
Officer and the repurchase of the Prepaid Warrants,  and general working capital
and other general  corporate  purposes,  as disclosed in the Memorandum.  If the
above  mentioned  secured loan and/or  repurchase  of Prepaid  Warrants does not
occur, additional proceeds will be used as general working capital.

         6.  Unregistered  Securities.  The Units,  Preferred  Stock,  Warrants,
Conversion  Shares and Warrant  Shares have not been  registered  under the 1933
Act, in reliance  upon the  applicability  of Section  3(b),  4(2),  4(6) and/or
Regulation  D of the  1933  Act to the  transactions  contemplated  hereby.  The
Investor  acknowledges  that the  Company is relying in part on such  Investor's
representations  in  Paragraph  4 of  this  Agreement  and in  the  confidential
investor  questionnaire  to establish  such  exemption.  In  furtherance of such
reliance,  the  certificates  representing the Preferred Stock and Warrants will
bear an investment  legend and Conversion Shares and Warrant Shares issued prior
to their  respective  registration  under  Paragraph  7 below  will also bear an
investment legend.

         7.       Registration Rights and "Piggy-Back" Registration Rights.

                  (a) As soon as  possible  after  the last  Closing,  but in no
event later than three (3) months after the Initial Closing Date  (regardless of
whether the maximum number of Units shall have been sold), the Company shall, at
its sole cost and expense,  file a  registration  statement on Form S-3 with the
SEC ("Form S-3") covering all of the Conversion  Shares,  Warrant Shares and the
shares of Common Stock issuable upon the  conversion of the Preferred  Stock and
exercise of the  Warrants  underlying  the  Placement  Agent  Warrants  and such
additional  shares of Common Stock that may be issued pursuant to the conversion
of Preferred  Stock that may be issued by the Company in payment of dividends on
Preferred  Stock,  the  anti-dilution  rights  contained in the Preferred Stock,
Warrants and securities  comprising the Placement Agent Warrants  (collectively,
the "Registrable  Securities"),  time being of the essence. The Company will use
its best  efforts to have the Form S-3  declared  effective  as soon as possible
thereafter,  and shall keep the Form S-3 current and effective for at least five
(5) years from the  effective  date thereof or until such earlier date as all of
the Registrable  Securities  registered pursuant to such registration  statement
shall have been sold or otherwise transferred.  If after using its best efforts,
the Company is not able to have  declared  effective  a Form S-3,  or, such form
having  been  declared  effective,  the Form S-3 is not  maintained  current and
effective  as  provided  above,  holders  of 25%  or  more  of  the  outstanding
Registrable  Securities,  by written notice to the Company,  can demand that the
Company file a registration  statement on Form S-1 or such other form as is then
available  for use by the  Company  with  the  SEC  (collectively,  "Form  S-1")
covering the then unsold  Registrable  Securities.  Upon receipt of such demand,
the Company shall, as expeditiously  as possible,  at its sole cost and expense,
prepare  and file the  Form  S-1 and use its best  efforts  to have the Form S-1
declared effective as soon as possible  thereafter,  and shall keep the Form S-1
current and effective  until five (5) years from the effective  date thereof or,
if  earlier,  a  period  of time  such  that  the  Form  S-3 and  the  Form  S-1
registration  statements  were current and effective for at least five (5) years
in total. Notwithstanding anything to the


<PAGE>

contrary  contained  herein, if the Form S-3 shall not be filed within three (3)
months after the Initial Closing Date  (regardless of whether the maximum number
of Units shall have been sold), then the Conversion Price on the Preferred Stock
will be  reduced  (and the  number  of  shares of  Common  Stock  issuable  upon
conversion of the Preferred Stock will be  concomitantly  increased) by two (2%)
percent per month, or part thereof, up to six (6%) percent in the aggregate.

                  (b) In the event the Company  effects any  registration  under
the 1933 Act of any Registrable  Securities pursuant to Paragraphs 7(a) above or
7(g) below,  the Company shall  indemnify,  to the extent  permitted by law, and
hold harmless any registered holder whose Registrable Securities are included in
such registration  statement (each, a "Seller"),  any underwriter,  any officer,
director, employee or agent of any Seller or underwriter, and each other person,
if any, who controls any Seller or underwriter  within the meaning of Section 15
of the 1933 Act, against any losses, claims,  damages or liabilities,  judgment,
fines,  penalties,  costs and expenses,  joint or several, or actions in respect
thereof  (collectively,  the  "Claims"),  to which each such  indemnified  party
becomes subject,  under the 1933 Act or otherwise,  insofar as such Claims arise
out of or are based upon any untrue statement or alleged untrue statement of any
material  fact  contained in the  registration  statement or  prospectus  or any
amendment or supplement  thereto or any document filed under a state  securities
or blue sky law (collectively,  the "Registration Documents") or insofar as such
Claims arise out of or are based upon the omission or alleged  omission to state
in any  Registration  Document a material fact required to be stated  therein or
necessary to make the statements made therein not misleading, and will reimburse
any such indemnified party for any legal or other expenses  reasonably  incurred
by such indemnified party in investigating or defending any such Claim; provided
that the  Company  shall not be liable in any such case to the extent such Claim
is based upon an untrue statement or alleged untrue statement of a material fact
or omission  or alleged  omission  of a material  fact made in any  Registration
Document in reliance upon and in conformity with written  information  furnished
to the Company by or on behalf of any indemnified party  specifically for use in
the preparation of such Registration Document.

                  (c) In connection with any registration statement in which any
Seller  is  participating,   each  Seller,  severally  and  not  jointly,  shall
indemnify,  to the extent permitted by law, and hold harmless the Company,  each
of its  directors,  each  of its  officers  who  have  signed  the  registration
statement,  each other  person,  if any,  who  controls  the Company  within the
meaning of Section 15 of the 1933 Act,  each other Seller and each  underwriter,
any officer, director, employee or agent of any such other Seller or underwriter
and each other  person,  if any, who controls  such other Seller or  underwriter
within the  meaning of  Section 15 of the 1933 Act  against  any Claims to which
each such indemnified  party may become subject under the 1933 Act or otherwise,
insofar as such Claims (or actions in respect thereof) are based upon any untrue
statement or alleged  untrue  statement of any  material  fact  contained in any
Registration  Document,  or insofar as any Claims are based upon the omission or
alleged omission to state in any Registration  Document a material fact required
to be stated  therein or  necessary  to make the  statements  made  therein  not
misleading, and will reimburse any such indemnified party for any legal or other
expenses reasonably incurred by such indemnified party in investigating or


<PAGE>

defending  any such  claim;  provided,  however,  that such  indemnification  or
reimbursement  shall be payable only if, and to the extent that,  any such Claim
arises out of or is based upon an untrue  statement or alleged untrue  statement
or omission or alleged  omission made in any  Registration  Document in reliance
upon and in conformity with written information  furnished to the Company by the
Seller specifically for use in the preparation thereof.

                  (d) Any person entitled to  indemnification  under  Paragraphs
7(b) or 7(c) above shall notify  promptly the  indemnifying  party in writing of
the commencement of any Claim if a claim for  indemnification in respect thereof
is to be made against an  indemnifying  party under this Paragraph 7(d), but the
omission  of such  notice  shall not  relieve  the  indemnifying  party from any
liability  which it may  have to any  indemnified  party  otherwise  than  under
Paragraph  7(b) or 7(c)  above,  except to the extent  that such  failure  shall
materially  adversely affect any indemnifying party or its rights hereunder.  In
case any action is brought against the indemnified party and it shall notify the
indemnifying party of the commencement  thereof, the indemnifying party shall be
entitled to  participate  in, and, to the extent that it chooses,  to assume the
defense thereof with counsel  reasonably  satisfactory to the indemnified party;
and, after notice from the indemnifying  party to the indemnified  party that it
so chooses,  the  indemnifying  party shall not be liable for any legal or other
expenses  subsequently  incurred by the indemnified party in connection with the
defense thereof other than reasonable costs of investigation; provided, however,
that (i) if the  indemnifying  party fails to take reasonable steps necessary to
defend  diligently the Claim within twenty (20) days after receiving notice from
the indemnified  party that the  indemnified  party believes it has failed to do
so; (ii) if the indemnified party who is a defendant in any action or proceeding
which is also  brought  against the  indemnifying  party  reasonably  shall have
concluded that there are legal defenses available to the indemnified party which
are not available to the indemnifying  party; or (iii) if representation of both
parties  by  the  same  counsel  is  otherwise  inappropriate  under  applicable
standards of professional conduct, the indemnified party shall have the right to
assume or continue its own defense as set forth above (but with no more than one
firm of counsel for all indemnified parties in each jurisdiction,  except to the
extent any  indemnified  party or parties  reasonably  shall have concluded that
there  are legal  defenses  available  to such  party or  parties  which are not
available to the other  indemnified  parties or to the extent  representation of
all  indemnified  parties by the same counsel is otherwise  inappropriate  under
applicable  standards of professional  conduct) and the indemnifying party shall
be liable for any reasonable expenses therefor;  provided,  that no indemnifying
party  shall be  subject to any  liability  for any  settlement  of a Claim made
without  its  consent  (which  may  not be  unreasonably  withheld,  delayed  or
conditioned).  If the  indemnifying  party  assumes  the  defense  of any  Claim
hereunder,  such indemnifying  party shall not enter into any settlement without
the consent of the indemnified party if such settlement  attributes liability to
the indemnified party (which consent may not be unreasonably  withheld,  delayed
or conditioned).

                  (e) If for any reason the  indemnity  provided  in  Paragraphs
7(b) or 7(c) above is  unavailable,  or is  insufficient  to hold  harmless,  an
indemnified  party,  then the indemnifying  party shall contribute to the amount
paid or payable by the indemnified party as a result of any


<PAGE>

Claim in such  proportion  as is  appropriate  to reflect the relative  benefits
received by the indemnifying  party on the one hand and the indemnified party on
the other from the transactions contemplated by this Agreement. If, however, the
allocation  provided in the immediately  preceding  sentence is not permitted by
applicable law, or if the  indemnified  party failed to give the notice required
by Paragraph 7(d) above,  then each  indemnifying  party shall contribute to the
amount  paid or  payable  by such  indemnified  party in such  proportion  as is
appropriate  to reflect not only such  relative  benefits  but also the relative
fault of the indemnifying  party and the indemnified  party as well as any other
relevant  equitable  considerations.  The relative  fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged  omission to state a material fact
relates to information  supplied by the indemnifying party or by the indemnified
party and the parties'  relative  intent,  knowledge,  access to information and
opportunity to correct or prevent such statement or omission. The amount paid or
payable in respect  of any Claim  shall be deemed to include  any legal or other
expenses  reasonably  incurred  by such  indemnified  party in  connection  with
investigating  or defending any such Claim.  Notwithstanding  the foregoing,  no
underwriter  or  controlling  person  thereof,  if any,  shall  be  required  to
contribute, in respect of such underwriter's  participation as an underwriter in
the  offering,  any amount in excess of the  amount by which the total  price at
which the  Registrable  Securities  underwritten  by it and  distributed  to the
public were offered to the public  exceeds the amount of any damages  which such
underwriter  has  otherwise  been  required  to pay by reason of such  untrue or
alleged untrue  statement or omission or alleged  omission.  No person guilty of
fraudulent  misrepresentation  (within the meaning of Section  11(f) of the 1933
Act) shall be  entitled  to  contribution  from any person who was not guilty of
such  fraudulent  misrepresentation.  The  obligation  of  any  underwriters  to
contribute  pursuant to this  paragraph  (e) shall be several in  proportion  to
their respective underwriting commitments and not joint.

                  (f) The  provisions  of  Paragraphs  7(b) through 7(e) of this
Agreement  shall be in  addition  to any  other  rights  to  indemnification  or
contribution  which any  indemnified  party may have pursuant to law or contract
and shall  remain  operative  and in full  force and  effect  regardless  of any
investigation made or omitted by or on behalf of any indemnified party and shall
survive the transfer of the Registrable Securities by any such party.

                  (g)  Investor  shall have  certain  "piggy-back"  registration
rights with respect to the Registrable Securities as hereinafter provided:

                           A.       If, at any time, after the  Initial  Closing
Date,  the Company shall file with the SEC a  registration  statement  under the
1933 Act (other  than on Form S-4 or Form S- 8 or any  successor  form  thereto)
registering  any  shares of Common  Stock  owned by any  person or  entity,  the
Company shall give written notice to Investor thereof prior to such filing.

                           B.       Within  thirty  (30)  days after such notice
from the Company,  Investor shall give written notice to the Company  whether or
not the Investor  desires to have all of the Investor's  Registrable  Securities
included in the registration statement. If Investor fails to


<PAGE>

give such notice within such period,  Investor  shall not have the right to have
Investor's  Registrable  Securities  registered  pursuant  to such  registration
statement.  If Investor  gives such notice,  then the Company  shall include the
Registrable Securities in the registration statement, at the Company's sole cost
and expense, subject to the remaining terms of this Paragraph 7(g).

                           C.       If the registration statement relates to an
underwritten  offering,  and the underwriter shall determine in writing that the
total number of shares of Common Stock to be included in the offering, including
the Registrable Securities,  shall exceed the amount which the underwriter deems
to be  appropriate  for the  offering,  the number of shares of the  Registrable
Securities  shall be  reduced in the same  proportion  as the  remainder  of the
shares in the offering and each Investor's  Registrable  Securities  included in
such registration statement will be reduced  proportionately.  For this purpose,
if other  securities in the  registration  statement are derivative  securities,
their underlying shares shall be included in the computation.

                           D.       Investor shall have two (2) opportunities to
have the Registrable Securities registered under this Paragraph 7(g).

                           E.       Investor  shall  furnish  in  writing to the
Company such information as the Company shall  reasonably  require in connection
with a registration statement.

                  (h) If and whenever the Company is required by the  provisions
of  this  Paragraph  7 to use its  best  efforts  to  register  any  Registrable
Securities  under the 1933 Act, the Company shall, as  expeditiously as possible
under the circumstances:

                           A.       Prepare and file with the SEC a registration
statement with respect to such  Registrable  Securities and use its best efforts
to cause such registration statement to become effective as soon as possible and
remain effective.

                           B.       Prepare  and  file  with  the  SEC  such
amendments  and  supplements to such  registration  statement and the prospectus
used in  connection  therewith  as may be  necessary  to keep such  registration
statement  current and to comply with the  provisions  of the 1933 Act,  and any
regulations promulgated  thereunder,  with respect to the sale or disposition of
all Registrable  Securities  covered by the registration  statement  required to
effect the distribution of the securities,  but in no event shall the Company be
required  to do so for a period of more  than  three  (3)  years  following  the
effective date of the registration statement.

                           C.       Furnish to the Sellers participating in  the
offering,  copies (in  reasonable  quantities) of summary,  preliminary,  final,
amended or supplemented prospectuses, in conformity with the requirements of the
1933 Act and any  regulations  promulgated  thereunder,  and other  documents as
reasonably  may be  required  in  order to  facilitate  the  disposition  of the
securities,  but only while the Company is required under the provisions  hereof
to keep the registration statement current.


<PAGE>

D. Use its best  efforts to  register  or  qualify  the  Registrable  Securities
covered by such  registration  statement under such other securities or blue sky
laws of such jurisdictions of the United States as the Sellers  participating in
the offering shall reasonably request,  and do any and all other acts and things
which  may be  reasonably  necessary  to  enable  each  participating  Seller to
consummate the disposition of the Registrable Securities in such jurisdictions.

                           E.       Notify  each  Seller  selling  Registrable
Securities,  at any time  when a  prospectus  relating  to any such  Registrable
Securities  covered by such  registration  statement is required to be delivered
under the 1933 Act, of the Company's becoming aware that the prospectus included
in such registration  statement, as then in effect, includes an untrue statement
of a material  fact or omits to state any  material  fact  required to be stated
therein or necessary to make the statements  therein not misleading in the light
of the  circumstances  then existing,  and promptly  prepare and furnish to each
such Seller selling  Registrable  Securities a reasonable  number of copies of a
prospectus  supplemented  or amended so that,  as  thereafter  delivered  to the
purchasers of such Registrable Securities,  such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements  therein not misleading in
the light of the circumstances then existing.

                           F.       As  soon  as practicable after the effective
date of the registration statement, and in any event within eighteen (18) months
thereafter, make generally available to Sellers participating in the offering an
earnings  statement  (which need not be  audited)  covering a period of at least
twelve  (12)  consecutive  months  beginning  after  the  effective  date of the
registration  statement which earnings statement shall satisfy the provisions of
Section  11(a) of the 1933 Act,  including,  at the Company's  option,  Rule 158
thereunder.  To the extent that the Company files such  information with the SEC
in  satisfaction  of the  foregoing,  the  Company  need not  deliver  the above
referenced earnings statement to Seller.

                           G.       Upon request, deliver promptly to counsel of
each Seller  participating in the offering copies of all correspondence  between
the SEC and the Company,  its counsel or auditors and all memoranda  relating to
discussions with the SEC or its staff with respect to the registration statement
and permit each such Seller to do such  investigation at such Seller's sole cost
and  expense,  upon  reasonable  advance  notice,  with  respect to  information
contained in or omitted from the  registration  statement as it deems reasonably
necessary. Each Seller agrees that it will use its best efforts not to interfere
unreasonably with the Company's business when conducting any such investigation.

                           H.       Provide  a  transfer  agent  and  registrar
located in the United States for all such Registrable Securities covered by such
registration  statement not later than the effective  date of such  registration
statement.

                           I.       List the  Registrable  Securities covered by
such  registration  statement on the ASE or such other  exchanges  and/or on the
NASDAQ as the Common Stock is then currently listed upon.


<PAGE>

                           J.       Pay all  Registration  Expenses  incurred in
connection  with a registration of Registrable  Securities,  whether or not such
registration  statement shall become effective;  provided that each Seller shall
pay all underwriting discounts, commissions and transfer taxes, if any, relating
to the sale or disposition of such Seller's Registrable Securities pursuant to a
registration  statement.  As used herein,  "Registration Expenses" means any and
all reasonable and customary  expenses  incident to performance of or compliance
with the registration  rights set forth herein,  including,  without limitation,
(i) all SEC and stock exchange or National  Association  of Securities  Dealers,
Inc.  registration and filing fees, (ii) all fees and expenses of complying with
state securities or blue sky laws (including  reasonable fees and  disbursements
of counsel for the  underwriters in connection with blue sky  qualifications  of
the  Registrable  Securities but no other expenses of the  underwriters or their
counsel),  (iii) all  printing,  messenger and delivery  expenses,  and (iv) the
reasonable fees and  disbursements  of counsel for the Company and the Company's
independent public accountants.

                  (i) The Company  acknowledges that there is no adequate remedy
at law for failure by it to comply with the  provisions of this  Paragraph 7 and
that such failure would not be adequately  compensable in damages, and therefore
agrees that its  agreements  contained in this  Paragraph 7 may be  specifically
enforced.  In the event that the  Company  shall fail to file such  registration
statement  when  required  pursuant  to  Paragraph  7(a)  above  or to keep  any
registration  statement  effective  as provided in this  Paragraph  or otherwise
fails to comply with its  obligations  and agreements in this Paragraph 7, then,
in addition  to any other  rights or  remedies  Investors  may have at law or in
equity, including without limitation, the right of rescission, the Company shall
indemnify and hold harmless the Investors from and against any and all manner or
loss which they may incur as a result of such failure. In addition,  the Company
shall also  reimburse the Investors  for any and all  reasonable  legal fees and
expenses  incurred by them in enforcing  their rights pursuant to this Paragraph
7, regardless of whether any litigation was commenced;  provided,  however, that
the Company  shall not be liable for the fees and  expenses of more than one law
firm, which firm shall be designated by JMR.

         8.       Conditions.  The obligations of the Investors to purchase  the
Units are subject to the  satisfaction or fulfillment  prior thereto on the date
of each Closing, unless otherwise provided, of each of the following conditions:

                  (a) The Company shall have  delivered to JMR, on behalf of the
Investors, at the Initial Closing, (i) a currently-dated long-form good standing
certificate  or telegram  from the Secretary of State of Delaware and each other
jurisdiction  in which the  Company is  qualified  to do  business  as a foreign
corporation;  (ii) the certificate of incorporation of the Company, as currently
in effect,  certified by the Secretary of State of the State of Delaware;  (iii)
by-laws of the Company  certified  by the  secretary  of the  Company;  and (iv)
certified  resolutions  of the  Company's  Board  of  Directors  approving  this
Agreement,  the issuance of the Units,  Preferred Stock,  Warrants and Placement
Agent Warrants, the registration of the Conversion Shares,


<PAGE>

Warrant  Shares  and other  Registrable  Securities  and the other  transactions
contemplated by this Agreement.

                  (b) There  shall  have  occurred  no  material  adverse  event
affecting  the  Company  its  business,   assets,  prospects  or  the  Company's
securities since the date of the Memorandum.

                  (c) No litigation or administrative proceeding shall have been
threatened  or  commenced  against  the  Company  which  (i)  seeks to enjoin or
otherwise prohibit or restrict the consummation of the transactions contemplated
by this Agreement or (ii) if adversely determined,  would have an adverse effect
upon the Company's  business,  assets or prospects or the Company's  securities,
except as set forth in the Disclosure Schedule.

                  (d) The Company shall have  delivered to JMR, on behalf of the
Investors, a certificate of its principal executive and operating officers as to
the matters set forth in Paragraphs  8(a),  (b) and (c) of this Agreement and to
the further effect that (i) the Company is not in default, in any respect, under
any  note,  loan  agreement,  security  agreement,   mortgage,  deed  of  trust,
indenture,   contract,   alliance  agreement,   lease,  license,  joint  venture
agreement,  agreement  or other  instrument  to which it is a party,  except  as
disclosed in the Financial Statements or the Memorandum;  (ii) the Memorandum is
true and accurate in all respects,  and does not contain any  misstatement  of a
material fact or omit to state a material fact  necessary to make the statements
set forth  therein  not  misleading;  (iii) the  Company's  representations  and
warranties  contained in this  Agreement are true and correct in all respects on
such date with the same force and effect as if made on such date; (iv) there has
been no amendment or changes to the Company's  certificate of  incorporation  or
by-laws or authorizing  resolutions  from those delivered  pursuant to Paragraph
8(a) of this  Agreement;  (v) no event has occurred  which,  with or without the
lapse of time or giving of notice, or both, would constitute a breach or default
thereof by the  Company or would cause  acceleration  of any  obligation  of the
Company, or could adversely affect the business, operations, financial condition
or prospects  of the  Company;  (vi) the Company has not agreed to any terms and
conditions  with  respect  to any  acquisition,  disposition  or other  material
business   transaction  with  any  party;  and  (vii)  no  proceedings  for  the
liquidation or dissolution of the Company is pending or contemplated.

                  (e) JMR, on behalf of the  Investors,  shall have received the
opinion of The  Stoppelman  Law Firm,  counsel for the Company,  dated as of the
date of Closing, in form and substance satisfactory to JMR and its counsel.

                  (f) The Company  shall have prepared and filed or delivered to
counsel for filing with the SEC and any states in which such filing is required,
a Form D  relating  to the  sale of the  Units  and  such  other  documents  and
certificates as are required.

                  (g)  Units  having  an  aggregate  value of not less  than two
million five hundred  thousand  ($2,500,000)  dollars shall have been subscribed
for.


<PAGE>

                  (h)  In  addition  to the  right  of  JMR  to  terminate  this
Agreement and not consummate the transaction contemplated by this Agreement as a
result of the failure of the Company to comply with any of its  obligations  set
forth in this  Agreement,  this  Agreement  may be  terminated by JMR by written
notice to the Company at any time prior to the Initial  Closing Date if, in JMR'
sole  judgment,  (i) the Company shall have sustained a loss that is material to
the  Company,  whether or not  insured,  by reason of fire,  earthquake,  flood,
accident or other  calamity,  or from any labor  dispute or court or  government
action,  order or decree;  (ii) trading in  securities on any exchange or system
shall have been  suspended  or limited  either  generally or  specifically  with
respect to the Company's Common Stock; (iii) material governmental  restrictions
have been  imposed on trading  in  securities  generally  or  specifically  with
respect to the  Company's  Common  Stock (not in force and effect on the date of
this Agreement);  (iv) a banking  moratorium shall have been declared by Federal
or  New  York  State  authorities;   (v)  an  outbreak  of  major  international
hostilities  or other  national or  international  calamity shall have occurred;
(vi) the Congress of the United States or any state  legislative body shall have
passed or taken any action or measure,  or such bodies or any governmental  body
or any  authoritative  accounting  institute,  or  board,  or  any  governmental
executive  shall  have  adopted  any  orders,  rules or  regulations,  which JMR
believes  is  likely  to have  an  adverse  effect  on the  business,  financial
condition  or financial  statements  of the Company or the market for the Units;
(vii) the Common Stock shall have been  delisted  from ASE or the Company  shall
have received  notice from ASE advising the Company of its intention to have the
Common Stock delisted from ASE, whether conditional or otherwise, or the Company
shall fail to meet the  requirements  for  continued  listing on ASE;  or (viii)
there shall have been, in JMR's  judgment,  a material  decline in the Dow Jones
Industrial  Index or the market price of the Common Stock at any time subsequent
to the date of the Memorandum.

         9. Covenants of the Company. The Company agrees at all times as long as
the Preferred  Stock,  Warrants and securities  underlying  the Placement  Agent
Warrants may be converted or exercised, to keep reserved from the authorized and
unissued  Common  Stock,  such number of shares of Common  Stock as may be, from
time to time, issuable upon conversion of the Preferred Stock or the exercise of
the  Warrants  and the  conversion  of the  Preferred  Stock and exercise of the
Warrants underlying the Placement Agent Warrants.

         10.      Fees.

                  (a) Upon the receipt by the Company of the  payments  from the
Investors  provided for in Paragraph l of this Agreement,  the Company shall pay
to JMR a fee equal to seven (7%) percent of the aggregate  Unit  Purchase  Price
paid on at  such  Closing,  a  portion  of  which  may be  paid by JMR to  other
registered  broker-dealers.  Such amount may be deducted by JMR from the payment
being  made  to the  Company  pursuant  to  Paragraph  2 of this  Agreement.  In
addition,  as set forth in the Placement  Agreement,  the Company shall issue at
the last Closing, five (5) year warrants to purchase an amount of Units equal to
ten (10%) percent of all of the Units sold in the private placement  pursuant to
the Memorandum at an exercise price equal to


<PAGE>

one hundred ten (110%) percent of the Unit Purchase Price, subject to adjustment
(the "Placement Agent  Warrants").  Regardless of whether the private  placement
pursuant to the Memorandum  closes, the Company shall pay such other fees to JMR
and reimburse JMR for such expenses,  including the reasonable fees and expenses
of Spitzer & Feldman  P.C.,  counsel to JMR,  as are set forth in the  Placement
Agreement.  The Company has also agreed with Prudential Securities  Incorporated
("PSI"),  in connection with obtaining a letter from PSI whereby PSI agreed that
it would not be entitled to any cash compensation in connection with the sale by
the Company of the Units,  to issue to PSI warrants to purchase 20,000 shares of
Common Stock at the Original Stock Price per share.

                  (b) The Company shall pay any fees required in connection with
the  qualification  of the sale of the Units under the state  securities or blue
sky laws of any  state  which  JMR  reasonably  deems  necessary  and any  other
out-of-pocket   expenses   incurred  by  the  Company  in  connection  with  the
transaction contemplated by this Agreement.

         11.  Notices.  All notices  provided for in this Agreement  shall be in
writing signed by the party giving such notice, and delivered personally or sent
by overnight  courier or messenger against receipt thereof or sent by registered
or  certified  mail (air mail if  overseas),  return  receipt  requested,  or by
facsimile  transmission,  if confirmed by mail as provided in this Paragraph 11.
Notices shall be deemed to have been  received on the date of personal  delivery
or  facsimile  or, if sent by  certified  or  registered  mail,  return  receipt
requested,  shall be deemed to be delivered on the third  business day after the
date of mailing. Notices shall be sent to the following addresses:


                To the Company:

                                  GLOBALINK, INC.
                                  9302 Lee Highway
                                  Fairfax, VA 22031
                                  Telecopier:
                                  Attention: Mr. John F. McCarthy, III
                                             Vice President and General Counsel

                With a copy to:

                                  THE STOPPELMAN LAW FIRM
                                  1749 Old Meadow Road, Suite 610
                                  McLean, VA 22102
                                  Telecopier: (703) 827-7455
                                  Attention: John S. Stoppelman, Esq.

                To the Investors:


<PAGE>

                at the addresses set forth in Exhibit A to this Agreement

                With copies to:

                                  J. MICHAEL REISERT, INC.
                                  2455 East Sunrise Boulevard
                                  Suite 700
                                  Fort Lauderdale, FL 33304
                                  Telecopier: (954) 561-3223
                                  Attention: Mr. Irving H. Bowen

                and

                                  SPITZER & FELDMAN P.C.
                                  405 Park Avenue
                                  New York, New York 10022-4405
                                  Telecopier: (212) 838-7472
                                  Attention: Robert G. Leonard, Esq.

or to such other address as any party shall  designate in the manner provided in
this Paragraph 11.

         12.      Miscellaneous.

                  (a) This Agreement  constitutes the entire  agreement  between
the parties relating to the subject matter hereof, superseding any and all prior
or contemporaneous  oral and prior written agreements and  understandings.  This
Agreement may not be modified or amended nor may any right be waived except by a
writing  which  expressly  refers  to  this  Agreement,  states  that  it  is  a
modification, amendment or waiver and is signed by all parties with respect to a
modification  or  amendment  or the party  granting the waiver with respect to a
waiver.  No course of  conduct  or dealing  and no trade  custom or usage  shall
modify any provisions of this Agreement.

                  (b) This  Agreement  shall be  governed  by and  construed  in
accordance  with the laws of the State of New York  applicable to contracts made
and to be performed  entirely  within such State.  Each party hereby consents to
the exclusive  jurisdiction of the Federal and state courts situated in New York
County,  New York,  in connection  with any action  arising out of or based upon
this Agreement and the transactions contemplated by this Agreement.

                  (c) This  Agreement  shall be  binding  upon and  inure to the
benefit of the parties hereto,  and their respective  personal  representatives,
successors and permitted assigns.

                  (d) In the event that any provision of this Agreement  becomes
or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall


<PAGE>

continue in full force and effect without said provision.

                  (e) Each  party  shall,  without  payment  of  any  additional
consideration  by any  other  party,  at any  time on or  after  the date of any
Closing  take such further  action and execute such other and further  documents
and  instruments  as the other  party may  request in order to provide the other
party with the benefits of this Agreement.

                  (f) The captions and  headings contained herein are solely for
convenience and reference and do not constitute a part of this Agreement.

                  (g) All  references  to any gender  shall be deemed to include
the masculine,  feminine or neuter gender, the singular shall include the plural
and the plural shall include the singular.

                  (h) This   Agreement   may   be   executed   in  two  or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute one and the same document.


<PAGE>

IN WITNESS WHEREOF,  the parties have executed this Agreement as of the date and
year first aforesaid.

GLOBALINK, INC.                           J. MICHAEL REISERT, INC.



By:________________________________       By:_________________________________ 
     John F. McCarthy, III,                    Irving H. Bowen,
     Vice President                            Managing Director

                                          TO BE COMPLETED BY INVESTOR


                                     -------------------------------------
                                                    Print Name

Signature for Individual Investor    Signature of Investor Other than Individual


_________________________________    By:_________________________________
         Signature                   Name:
                                     Title:



                                     -------------------------------------
                                                      Address

                                     -------------------------------------
                                     City           State         Zip Code

                                     -------------------------------------
                                                  Number of Units

                                     -------------------------------------
                                     Aggregate Amount of Subscription

                                     -------------------------------------
                                     Social Security or Employer Identification
                                                      Number


<PAGE>

                                    EXHIBIT A

         Names, addresses and
           Social Security or
         Employer Identification                Number of
           Numbers of Investors                   Units


<PAGE>

                                    EXHIBIT B

Memorandum and Information Concerning the Company*

1.       Form of 8% Preferred Stock.

2.       Form of Warrant.

3.       Form 10-K  Annual Report for the year ended December 31, 1995.

4.       Form 10-Q Quarterly Report for the quarter ended September 30, 1996.

5.       The Company's annual report to stockholders and proxy statement
         relating to the Company's 1996 annual meeting of stockholders.

6.       The Company's proxy statement relating to the Company's December 2,
         1996 special meeting of stockholders.

7.       No Current Reports on Form 8-K or other reports filed with the SEC
         subsequent to September 30, 1996.






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

*        The  exhibits to the  documents  filed with the SEC are not included in
         the package of documents for  Investors,  but are available from JMR or
         the Company on request.


<PAGE>

                                    EXHIBIT C

                               Disclosure Schedule
                                 (see attached)