GLOBALINK, INC.

                           CERTIFICATE OF DESIGNATION

                                       OF

                     SERIES A-2 CONVERTIBLE PREFERRED STOCK


         Globalink,  Inc., a  corporation  organized  and existing  under and by
virtue of the General  Corporation  Law of the State of Delaware,  in accordance
with the provisions of Section 103 of the General  Corporation  Law of the State
of Delaware (the "DGCL") DOES HEREBY CERTIFY:

         That  the  Corporation's  share  capital  includes  250,000  shares  of
Preferred Stock,  par value $.01 per share,  which Preferred Stock may be issued
in one or more  series  with the  Board of  Directors  of the  Corporation  (the
"Board") being entitled by resolution to fix the number of shares in each series
and to designate the voting powers,  designations and other rights,  privileges,
restrictions  and conditions of all shares of each series,  and that pursuant to
this authority, the Board of Directors of the Corporation, on December 13, 1996,
adopted a resolution providing for the creation of a series of the Corporation's
Preferred  Stock,  par value $0.01,  which series is  designated  "Series A-2 8%
Convertible Redeemable Preferred Stock", which resolution is as follows:

         RESOLVED, THAT THE RIGHTS, PRIVILEGES, RESTRICTIONS AND
CONDITIONS ATTACHING TO THE SERIES A-2 PREFERRED STOCK SHALL BE AS
FOLLOWS:

Section 1 - Number

         The  Series  A-2 8%  Convertible  Redeemable  Preferred  Stock (the "8%
Preferred  Stock") of the  Corporation  shall  consist  of 248,500  shares of 8%
Preferred Stock.

Section 2 - Voting and Pre-emptive Rights

         Except as  expressly  provided  by the General  Corporation  Law of the
State  of  Delaware  ("DGCL"),  and the  Corporation's  amended  Certificate  of
Incorporation, the record holders (hereinafter the "Eligible Holders") of the 8%
Preferred  Stock shall have no voting rights and the Eligible  Holders of the 8%
Preferred  Stock  will not have any  pre-emptive  rights  to  acquire  any other
securities issued by the Corporation in the future.

Section 3 - Liquidation Rights

3.1 If  the  Corporation  shall  be  voluntarily  or  involuntarily  liquidated,
dissolved or wound up, at any time when any share of 8% Preferred Stock shall be
outstanding,  the Eligible  Holders of the then  outstanding 8% Preferred  Stock
shall receive a preference on liquidation over all other equity


<PAGE>

securities  of the  Corporation,  either  currently  existing  or created in the
future,  except with respect to the existing  outstanding Series A-1 Convertible
Preferred Stock as to which the preference  shall be pari passu.  The preference
shall be the greater of (i) $33.4375 (the "Stated Value",  for purposes  hereof,
the term Original  Stock Price shall mean  one-tenth of the Stated  Value),  per
share of 8% Preferred Stock plus accrued dividends,  thereon; or (ii) the amount
that  would be paid to the  Eligible  Holders  had the 8%  Preferred  Stock been
converted  into shares of Common Stock of the  Corporation,  $.01 per share (the
"Common Stock"),  immediately prior to such event. Eligible Holders shall have a
preference  in  distribution  of  the  Corporation's   property   available  for
distribution  to the  holders  of the  Corporation's  Common  Stock  equal  to a
pro-rata  amount of said  distribution  in proportion  to the Eligible  Holder's
ownership of 8%  Preferred  Stock,  together  with an amount equal to all unpaid
dividends accrued thereon,  if any, to the date of payment of such distribution,
whether or not declared by the Board.  The  Amalgamation of the Corporation with
any  corporation  or  corporations,  the sale or transfer by the  Corporation of
substantially all of its assets,  whether now or hereafter authorized,  shall be
deemed to be a liquidation of the  Corporation  within the meaning of any of the
provisions of this Section 3.

3.2 Subject to the  provisions  hereof,  all amounts to be paid as  preferential
distributions  to the Eligible Holders of 8% Preferred Stock as provided in this
Section 3 shall be paid or set apart for  payment  before the payment or setting
apart  for  payment  of  any  amount  for,  or  the  distribution  of any of the
Corporation's  assets to the  holders of Common  Stock or to the  holders of any
other equity securities of the Corporation, whether now or hereafter authorized,
in connection with such liquidation, dissolution or winding up.

Section 4 - Dividends

         The 8% Preferred Stock has a dividend right of 8% per annum, based upon
the Stated Value per share of 8% Preferred Stock,  which is cumulative,  payable
annually in arrears on the first  business day of each calendar year  commencing
January 1998, in cash or in shares of 8% Preferred  Stock,  at the option of the
Corporation,  except as set forth below. In the event the Corporation  elects to
pay dividends by means of issuing 8% Preferred  Stock, the 8% Preferred Stock to
be issued  shall be valued at the  lesser of the  Stated  Value per share or ten
(10)  time  the  average  bid  price  for  Common  Stock  for the  last ten (10)
consecutive  trading days prior to the end of the relevant calendar year. 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,  Eligible  Holders of the majority of the  outstanding 8% Preferred
Stock can elect,  by written notice to the  Corporation  signed by such Eligible
Holders,  to have the  Corporation pay dividends on all outstanding 8% Preferred
Stock in cash for the balance of the life of the 8%  Preferred  Stock (the "Cash
Election"). If the Corporation does not or cannot pay the Cash Election, (i) the
Corporation  must pay the dividend in shares of 8% Preferred Stock valued as set
forth above in this Section 4; and (ii)  Eligible  Holders  owning a majority of
the  8%  Preferred  Stock  shall  have  the  right,  by  written  notice  to the
Corporation signed by such Eligible Holders,  to designate one (1) member to the
Board of Directors of the  Corporation  and the  Corporation  shall  immediately
appoint the designee to the Board of Directors and use its best efforts to cause
the election of such designee (or any substitute  designee designated in writing
at any time by Eligible Holders owning a majority of


<PAGE>

the outstanding 8% Preferred Stock) for so long as twenty-five  (25%) percent or
more of the 8% Preferred Stock remains outstanding.

Section 5 - Redemption

5.1 The Corporation  shall have the right (but not the obligation) to redeem for
cash all, but not less than all, outstanding shares of 8% Preferred Stock at the
Stated Value per share on not less than thirty (30) days or more than forty-five
(45) days written notice (the  "Redemption  Notice") to all Eligible  Holders of
the 8% Preferred Stock; provided, however, that at the time such notice is given
and at the effective  date of such  redemption:  (a) the  Conversion  Shares (as
defined  below)  have  been  registered  by  the  Corporation  pursuant  to  the
Securities Act of 1933, as amended (the "Act") in accordance  with the terms and
conditions set forth in Paragraph 7 of the Unit Purchase  Agreement by and among
the Corporation, J. Michael Reisert, Inc., either on its own behalf or on behalf
of other investors (the "Unit Purchase Agreement") and such registration is then
currently effective, and (b) the average closing bid price for the Common Stock,
whether  the  Common  Stock is listed on the New York Stock  Exchange,  American
Stock  Exchange  or its  shares of  Common  Stock  are  traded  on the  National
Association of Securities  Dealers  Automated  Quotation  System  (collectively,
"Exchange"),  during  the ten (10)  consecutive  trading  days  ending  five (5)
business  days prior to the date that  written  notice of  redemption  of the 8%
Preferred  Stock is given to the  Eligible  Holders,  is at or above 200% of the
Original Stock Price per share.

5.2 On January 1, 2002,  any  outstanding  shares of 8%  Preferred  Stock  shall
automatically  be  converted  into  shares of Common  Stock at the lesser of the
Original Stock Price per share or the average bid price for Common Stock for the
ten (10) consecutive trading days ending five (5) business days prior to January
1, 2002.

5.3 For purposes of this Section 5, the term "Conversion  Shares" shall mean the
shares of Common Stock which the Eligible  Holders  would be entitled to receive
upon conversion of shares of 8% Preferred Stock pursuant to Section 6 below.

Section 6 - Conversion

6.1 Eligible Holders of 8% Preferred Stock may at any time and from time to time
commencing thirty (30) days after the issuance of the 8% Preferred Stock convert
all or any amount of the 8%  Preferred  Stock  then owned into  shares of Common
Stock at a  conversion  price  equal to the  Original  Stock  Price,  subject to
adjustment  as  provided  in this  Section 6.  Notwithstanding  anything  to the
contrary  contained  in Section 5 above,  an Eligible  Holder may  exercise  the
Eligible  Holder's  conversion rights set forth in this Section 6 at any time up
to one (1)  business  day  prior to the date set  forth  for  redemption  in any
redemption notice by the Corporation under Section 5 above.

6.2 The conversion  right granted by Section 6.1 hereof may be exercised only by
an Eligible Holder of 8% Preferred  Stock, in whole or in part, by the surrender
of the share  certificate or share  certificates  representing  the 8% Preferred
Stock to the converted at the principal office of the Corporation (or such other
place as the Corporation may designate in a written notice sent to the



<PAGE>

holder by first-class mail,  postage prepaid,  at its address shown on the books
of the  Corporation)  against  delivery of that number of shares of whole Common
Stock as shall be computed by multiplying  each share of 8% Preferred Stock by a
fraction,  the  numerator  of  which  is the Stated Value and the denominator of
which is the  Conversion  Price (as defined  below) on the  Conversion  Date (as
defined below).  At the time of conversion of a share of 8% Preferred Stock, the
Corporation  shall pay in cash to the  holder  thereof  an  amount  equal to all
unpaid dividends, if any, accrued thereon to the date of conversion,  or, at the
Corporation's option, issue that number of whole shares of Common Stock which is
equal to the quotient  resulting by dividing the amount of such unpaid dividends
by the lesser of the Stated  Value per share or ten (10) times the  average  bid
price for Common  Stock for the last ten (10)  consecutive  trading  days ending
prior to the time of conversion,  whether of not declared by the Board.  Each 8%
Preferred Stock Certificate  surrendered for conversion shall be endorsed by the
Eligible  Holder.  Any Eligible  Holder may exercise its right to convert the 8%
Preferred  Stock by telecopying  an executed and completed  Notice of Conversion
(as  defined  below)  to  the  Corporation,  and  within  72  hours  thereafter,
delivering the original  Notice of Conversion and the  certificate  representing
the 8% Preferred  Stock to the Corporation by express  courier.  The Corporation
will transmit the Common Stock  certificates  issuable upon conversion of any 8%
Preferred  Stock nd a certificate  representing  the balance of the 8% Preferred
Stock to the Eligible  Holder via express courier within three (3) business days
after the Conversion  Date. The term  "Conversion  Date" shall mean (i) the date
the original  Notice of Conversion  and  Certificate  of the 8% Preferred  Stock
being converted are received by the Corporation,  or (ii) if the Eligible Holder
elects to send the Notice of Conversion by telecopier,  the date the Corporation
receives the Notice of  Conversion  by  telecopier,  provided  that the Eligible
Holder  delivers  to the  Corporation  the  original  Notice of  Conversion  and
certificate  within 72 hours.  The term  "Notice of  Conversion"  shall mean the
written notice from the Eligible Holders to the Corporation.

6.3 All Common  Stock which may be issued upon  conversion  of the 8%  Preferred
Stock will, upon issuance be duly issued, fully paid and non-assessable and free
from all taxes,  liens,  and charges with respect to the issue  thereof.  At all
times that any shares of 8% Preferred  Stock are  outstanding,  the  Corporation
shall have  authorized  and shall have reserved for the purpose of issuance upon
such conversion into Common Stock of all 8% Preferred Stock, a sufficient number
of shares of Common  Stock to  provide  for the  conversion  of all  outstanding
shares of 8% Preferred at the then effective  Conversion Price. Without limiting
the  generality  of  the  foregoing,  if at any time,  the  Conversion  Price is
decreased,  the  number of shares of Common  Stock  authorized and reserved  for
issuance upon the conversion of the 8% Preferred  Stock shall be proportionately
increased.

6.4 The Initial Conversion Price is the Original Stock Price per share of Common
Stock  ("Initial  Conversion  Price").  The  Initial  Conversion  Price shall be
adjusted  as provided  for below in this  Section  6.4 (the  Initial  Conversion
Price,  as  adjusted,  shall be referred to as the  "Conversion  Price") and the
Conversion  Price from time to time shall be adjusted  as provided  for below in
this Section 6.4. Upon each  adjustment of the  Conversion  Price,  the Eligible
Holders of the 8% Preferred  Stock shall  thereafter be entitled to receive upon
conversion at the Conversion Price resulting from such adjustment, the number of
shares of Common  Stock  obtained by (i)  multiplying  the  Conversion  Price in
effect prior to such adjustment by the number of shares of Common Stock


<PAGE>

receivable  upon  conversion  hereunder  prior to such an  adjustment  and  (ii)
dividing  the  product  thereof  by  the  Conversion  Price  resulting from such
adjustment.  The  Initial  Conversion  Price and the  Conversion  Price shall be
adjusted as follows:

         6.4.1 In the case of any amendment to the Certificate of  Incorporation
to  change  the  designation  of the  Common  Stock or the  rights,  privileges,
restrictions  or  conditions  in respect to the Common  Stock or division of the
Common  Stock,  the 8%  Preferred  Stock shall be adjusted so as to provide that
upon  conversion  thereof the  Eligible  Holder shall  receive,  in lieu of each
Common Stock theretofore  issuable upon such conversion,  the kind and amount of
shares,  other securities,  money and property receivable upon such designation,
change  or  division  by such  holder  issuable  upon  such  conversion  had the
conversion occurred  immediately prior to such designation,  change or division.
The 8% Preferred  Stock shall be deemed  thereafter  to provide for  adjustments
which shall be as nearly  equivalent as may be  practicable  to the  adjustments
provided for in this Section 6. The  provisions of this  Subsection  6.4.1 shall
apply in the same manner to successive reclassification, changes, consolidations
and mergers.

         6.4.2 If the  Corporation  shall at any time subdivide its  outstanding
shares  of Common  Stock  into a greater  number of shares of Common  Stock,  or
declare a dividend or make any other  distribution  upon the Common Stock of the
Corporation  payable in shares of Common Stock,  the Conversion  Price in effect
immediately prior to such subdivision or dividend or other distribution shall be
proportionately  reduced,  and  conversely,  in case the  outstanding  shares of
Common Stock shall be combined into a smaller  number of shares of Common Stock,
the Conversion Price in effect  immediately  prior to such combination  shall be
proportionately  increased. There shall be no adjustment in the Conversion Price
in the event that the Corporation pays a cash dividend,  provided, however, that
the  Corporation  shall give  written  notice to all  Eligible  Holders at least
thirty  (30)  days  prior  to the  record  date  for a cash  dividend  that  the
Corporation intends to declare a cash dividend.

         6.4.3  In  case  the  Corporation  shall  issue  or  otherwise  sell or
distribute  shares of  Common  Stock  for a  consideration  per share in cash or
property less than the Conversion  Price in effect at the time of such issuance,
the  Conversion  Price  then in effect  shall be  reduced  by  multiplying  such
Conversion  Price by a fraction,  the  numerator of which shall be the number of
shares of Common Stock outstanding  immediately prior to such issuance,  sale or
distribution  plus the  number of shares of  Common  Stock  which the  aggregate
consideration   received  by  the  Corporation   for  such  issuance,   sale  or
distribution (such consideration, if other than cash, as determined by the Board
of  Director  including  a majority  of the  Directors  who are not  officers or
employees of the  Corporation or any of its  subsidiaries,  whose  determination
shall be  conclusive  and  described in a resolution  of the Board of Directors)
would purchase at the Conversion  Price per share and the  denominator  shall be
the number of shares of Common Stock outstanding immediately after giving effect
to such  issuance,  sale or  distribution.  The provisions of this Section 6.4.3
shall not apply to the issuance and sale of Units  pursuant to the Unit Purchase
Agreement.

6.4.4 If any capital  reorganization or reclassification of the capital stock of
the Corporation,  or any consolidation or merger of the Corporation with another
or other entity, or the sale of all or


<PAGE>

substantially  all of the Corporation's  assets to another  corporation or other
entity  shall be effected in such a way that  holders of shares of Common  Stock
shall be  entitled  to receive  stocks,  securities,  other  evidence  of equity
ownership or assets with  respect to or in exchange for shares of Common  Stock,
then, as a condition of such  reorganization,  reclassification,  consolidation,
merger or sale  (except as  otherwise  provided  below in this  Section  6.4.4),
lawful and adequate  provisions shall be made whereby the Eligible Holders shall
thereafter  have the  right to  receive  upon the  basis  and upon the terms and
conditions specified herein, such shares of stock, securities, other evidence of
equity  ownership  or assets as may be issued or payable  with  respect to or in
exchange for a number of outstanding  shares of Common Stock equal to the number
of shares of Common Stock  immediately  theretofore  purchasable  and receivable
upon  the  conversion  of 8%  Preferred  Stock  under  this  Section  6 had such
reorganization, reclassification, consolidation, merger or sale not taken place,
and in any such case  appropriate  provisions  shall be made with respect to the
rights and  interests  of the  Eligible  Holders to the end that the  provisions
hereof  (including,  without  limitation,  provisions  for  adjustments  of  the
Conversion Price and of the number of shares of Common Stock receivable upon the
conversion of 8% Preferred Stock) shall  thereafter be applicable,  as nearly as
may be, in relation to any shares of stock, securities, other evidence of equity
ownership or assets  thereafter  deliverable upon the exercise hereof (including
an  immediate  adjustment,  by reason of such  consolidation  or merger,  of the
Conversion  Price to the value for the Common  Stock  reflected  by the terms of
such  consolidation  or  merger  if the  value  so  reflected  is less  than the
Conversion Price in effect  immediately prior to such  consolidation or merger).
In the  event of a  merger  or  consolidation  of the  Corporation  with or into
another corporation or other entity as a result of which the number of shares of
Common Stock of the surviving corporation or other entity issuable to holders of
Common Stock of the Corporation,  is greater or lesser than the number of shares
of Common Stock of the Corporation  outstanding immediately prior to such merger
or consolidation,  then the Conversion Price in effect immediately prior to such
merger or  consolidation  shall be adjusted  in the same manner as though  there
were a subdivision or combination of the  outstanding  shares of Common Stock of
the Corporation. The Corporation will not effect any such consolidation,  merger
or sale, unless prior to the consummation thereof the successor  corporation (if
other than the Corporation)  resulting from such  consolidation or merger or the
corporation  purchasing such assets shall assume by written instrument  executed
and mailed or  delivered  to the  Eligible  Holders at the last  address of such
holder appearing on the books of the  Corporation,  the obligation to deliver to
such Eligible Holder such shares of stock, securities,  other evidence of equity
ownership  or  assets  as in  accordance  with the  foregoing  provisions,  such
Eligible Holders may be entitled to receive or otherwise acquire. If a purchase,
tender or  exchange  offer is made to and  accepted  by the holders of more than
fifty  (50%)  percent  of  the  outstanding   shares  of  Common  Stock  of  the
Corporation, the corporation shall not effect any consolidation,  merger or sale
with the Person (as defined  below)  having made such offer or with an Affiliate
(as defined  below) of such  Person,  unless prior to the  consummation  of such
consolidation,  merger,  or sale of Eligible holders of 8% Preferred Stock shall
have been given a  reasonable  opportunity  to then  elect to  receive  upon the
conversion of 8% Preferred Stock the amount of stock, securities, other evidence
of equity ownership or assets then issuable with respect tot he number of shares
of Common  Stock of the  corporation  in  accordance  with such offer.  The term
"Person" as used herein shall mean and include an individual,  a partnership,  a
corporation,  a trust, a joint venture,  an  unincorporated  organization  and a
government or any department or agency thereof. For purposes hereof, any


<PAGE>

"Affiliate"  of  any  Person  shall  mean  any  Person  directly  or  indirectly
controlling,  controlled by or under direct or indirect control with, such other
Person.  A Person  shall be deemed to  control  a  corporation  if such a Person
possesses, directly or indirectly, the power to direct or cause the direction of
the management and policies of such  corporation,  whether through the ownership
of voting securities, by contrast or otherwise.

6.5  Whenever  the  Conversion  Price shall be adjusted  pursuant to Section 6.4
hereof,  the  Corporation  shall issue a certificate  signed by its President or
Vice  President  and  by  its  Treasurer,  Assistant  Treasurer,  Secretary,  or
Assistant  Secretary,  setting forth, in reasonable  detail, the event requiring
the  adjustment,  the  amount  of the  adjustment,  the  method  by  which  such
adjustment  was  calculated  (including a description  of the basis on which the
Board of Directors made any determination  hereunder),  and the Conversion Price
after  giving  effect  to  such  adjustment,  and  shall  cause  copies  of such
certificates to be mailed (by first class mail,  postage prepaid) to each holder
of 8% Preferred Stock at its address shown on the books of the Corporation.  The
Corporation  shall make such  certificate  and mail it to each  holder  promptly
after each adjustment.

6.6 No fractional Common Stock shall be issued in connection with any conversion
or  redemption,  if  applicable)  of 8%  Preferred  Stock,  but in  lieu of such
fractional  shares,  the Corporation shall make a cash payment therefor equal in
amount to the product of the  applicable  fraction  multiplied by the Conversion
Price then in effect.

6.7 No shares of 8% Preferred  Stock which have been converted into Common Stock
shall be reissued by the Corporation;  provided,  however, that each such share,
after  being  retired  and  canceled,  shall be  restored  to the  status  of an
authorized but unissued Preferred Share without designation as to series and may
thereafter be issued as a preferred stock not designated an 8% Preferred Stock.

Section 7 - Parity with Other Shares of 8% Preferred Stock

If any cumulative dividends, return of capital or any other required payments in
respect of 8% Preferred  Stock are not paid in full, the Eligible  Holders shall
participate ratably in respect of accumulated  dividends,  return of capital and
such other payments.

Section 8 - Registration Rights

The holders of the 8% Preferred Stock shall have the  registration  rights and a
continuing  "piggyback"  registration  rights  set  forth in the  Unit  Purchase
Agreement.  Such  registration  rights and "piggyback"  registration  rights are
incorporated herein by reference as if such provisions had been set forth herein
in full.

Section 9 -  Amendment

In addition to any requirement for a series vote pursuant to the DGCL in respect
of  any  amendment  to  the  rights,  privileges,  restrictions  and  conditions
attaching to the 8% Preferred Stock,


<PAGE>

the  rights,  privileges,  restrictions  and  conditions  attaching  to  the  8%
Preferred  Stock  may be  amended  only  if the  Corporation  has  obtained  the
affirmative vote of all Eligible Holders at a duly called meeting of the holders
of the 8% Preferred Stock or written consent by the Eligible Holders.

         This  designation was duly adopted in accordance with the provisions of
Section 151 of the General Corporation Law of the State of Delaware.

         IN  WITNESS  WHEREOF,  we have  signed  this  Certificate  this  day of
December, 1996.

                                       GLOBALINK, INC.


                                       /s/ Harry E. Hagerty, Jr.
                                       -------------------------
                                           Harry E. Hagerty, Jr.
                                           Chairman and Chief Executive Officer


ATTEST:


/s/John F. McCarthy, III, Esq.
------------------------------
   John F. McCarthy, III, Esq.
   Vice President, General Counsel and Secretary