GLOBALINK, INC.
                          9302 Lee Highway, 12th Floor
                            Fairfax, Virginia 22031

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS


         The  undersigned  hereby  appoints  Harry E.  Hagerty,  Jr. and John F.
McCarthy,  III,  Esq.  and each of them,  with full  power of  substitution,  as
proxies to vote as  designated  on the  reverse  side,  all the shares of common
stock  held  by the  undersigned  at  the  special meeting  of  shareholders  of
Globalink,  Inc.  to be held on  December  2, 1996,  at 10:00  A.M.  at 9302 Lee
Highway,  12th Floor,  Fairfax,  Virginia 22031, or any adjournment thereof, and
with discretionary authority to vote on all other matters that may properly come
before the meeting.

                         (TO BE SIGNED ON REVERSE SIDE)



[X}  Please mark your
     votes as in the
     example.

1.   AUTHORIZATION       FOR  AGAINST   ABSTAIN
     OF PREFERRED        [ ]    [ ]       [ ]
     SHARES


                                        This proxy will be voted as directed, or
                                        if no  direction is  indicated,  will be
                                        vote FOR the authorization of  preferred
                                        shares  and  in the discretion   of  the
                                        persons  named  as proxies  with respect
                                        to  any other business that may properly
                                        come before the meeting.

                                        If you wish to vote in  accordance  with
                                        the  recommendations  of  the  Board  of
                                        Directors,  you may  just  sign and date
                                        below  and  mail  in  the  postage  paid
                                        envelope provided.  Specific choices may
                                        be made above.


SIGNATURE ______________  DATE ______  __________________________  DATE ______  
                                       SIGNATURE, IF HELD JOINTLY


NOTE:  Please sign  exactly as names  appears  hereon.  Joint owners each should
sign.  When signing as attorney,  executor,  administrator,  trustee or guardian
please give full title as such.