GLOBALINK, INC.

                           CERTIFICATE OF DESIGNATIONS
                                       OF
                     SERIES A-I CONVERTIBLE PREFERRED STOCK

               (Pursuant to Section 151 of the General Corporation
                          Law of the State of Delaware)

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

         That  pursuant to  authority  vested in the Board of  Directors  of the
Corporation by the Certificate of Incorporation of the Corporation, the Board of
Directors of the Corporation,  by unanimous  written consent,  dated September ,
1996,  adopted  a  resolution  providing  for the  creation  of a series  of the
Corporation's  Preferred  Stock,  $0.01 par value,  which  series is  designated
"Series A-I Convertible Preferred Stock", which resolution is as follows:

         RESOLVED,  that pursuant to authority  vested in the Board of Directors
of the  Corporation by the Certificate of  Incorporation  the Board of Directors
does hereby provide for the creation of a series of the Preferred  Stock,  $0.01
par value (hereafter called the "Preferred Stock"),  of the Corporation,  and to
the  extent  that  the  voting  powers  and the  designations,  preferences  and
relative,  participating,  optional  or other  special  rights  thereof  and the
qualifications,  limitations  or  restrictions  of such rights have not been set
forth in the Certificate of Incorporation,  as amended, of the Corporation, does
hereby fix the same as follows:

                     SERIES A-I CONVERTIBLE PREFERRED STOCK

         Section 1.  Designation and Amount.  The shares of such series shall be
designated  as  "Series  A-I  Convertible  Preferred  Stock"  (the  "Series  A-I
Convertible  Preferred Stock"), and the number of shares constituting the Series
A-I  Convertible  Preferred  Stock  shall be 1,500,  and shall not be subject to
increase.

         Section 2.  Stated Capital.  The  amount  to  be  represented in stated
capital at all times for each share of Series A-I  Convertible  Preferred  Stock
shall be $1,000.

         Section 3. Rank. All Series A-I Convertible  Preferred Stock shall rank
(i) senior to the Common Stock, $.01 par value collectively the "Common Stock"),
of the Corporation,  now or hereafter  issued,  as to payment of distribution of
assets upon liquidation,  dissolution, or winding up of the Corporation, whether
voluntary or  involuntary,  and (ii) on a parity with any  additional  series of
preferred  stock of any class which the Board of Directors  or the  stockholders
may from time to time authorize as to distributions of assets upon  liquidation,
dissolution, or winding up of the Corporation, whether voluntary or involuntary.


<PAGE>

         Section 4.  Dividends and Distributions.

         (a) The holders of  shares of Series A-I  Convertible  Preferred  Stock
shall not be entitled to receive any dividends.

         (b) The  Corporation  shall not pay or  declare  and set apart for such
payment any dividend on shares of Common Stock,  Junior Dividend Stock or Junior
Liquidation  Stock (as defined  herein)  other than (1)  dividends  on shares of
Common  Stock  solely in the form of  additional  shares of  Common  Stock,  (2)
dividends on Junior  Dividend Stock solely in the form of shares of Common Stock
or  additional  shares  of  Junior  Dividend  Stock or (3)  dividends  on Junior
Liquidation  Stock  solely in the form of shares of Common  Stock or  additional
shares of Junior  Liquidation  Stock unless,  contemporaneously  therewith,  the
Corporation  shall pay or declare  and set apart for  payment  dividends  on the
shares of  Series  A-I  Convertible  Preferred  Stock in an amount  per share of
Series  A-I  Convertible  Preferred  Stock  equal  to the  aggregate  amount  of
dividends  the holder of such share of Series A-I  Convertible  Preferred  Stock
would  otherwise  have been entitled to receive had such holder  converted  such
share of Series A-I Convertible  Preferred Stock in accordance with Section 9(a)
(but without regard to the limitations on conversion contained in the proviso to
the second  sentence of Section  9(a) or in Section  9(d)) into shares of Common
Stock as if the Conversion  Date (as defined herein) were the earlier of (x) the
record date for the payment of such dividend on shares of Common  Stock,  Junior
Dividend  Stock or Junior  Liquidation  Stock,  as the case may be,  and (y) the
trading day prior to the date on which ex-dividend  trading in the Common Stock,
Junior  Dividend Stock or Junior  Liquidation  Stock, as the case may be, begins
with respect to such dividend thereon.

         (c) Neither the Corporation nor any subsidiary of the Corporation shall
redeem,  repurchase  or otherwise  acquire in any one  transaction  or series of
related transactions any shares of Common Stock, Junior Dividend Stock or Junior
Liquidation Stock if the number of shares so repurchased,  redeemed or otherwise
acquired  in such  transaction  or series of related  transactions  is more than
either (x) 5.0% of the number of shares of Common Stock,  Junior  Dividend Stock
or Junior Liquidation  Stock, as the case may be, outstanding  immediately prior
to such transaction or series of related transactions or (y) 1% of the number of
shares of Common Stock,  Junior Dividend Stock or Junior  Liquidation  Stock, as
the case may be, outstanding  immediately prior to such transaction or series of
related  transactions if such  transaction or series of related  transactions is
with any one person or group of affiliated  persons,  unless the  Corporation or
such  subsidiary  offers to  purchase  from each  holder of shares of Series A-I
Convertible  Preferred  Stock  at the  time of such  redemption,  repurchase  or
acquisition   the  same  percentage  of  such  holder's  shares  of  Series  A-I
Convertible  Preferred  Stock as the  percentage  of the  number of  outstanding
shares of Common Stock,  Junior Dividend Stock or Junior  Liquidation  Stock, as
the case may be, to be so redeemed,  repurchased or acquired at a purchase price
per  share of  Series  A-I  Convertible  Preferred  Stock  equal to the  product
obtained by multiplying (1) the number of shares of Common Stock into which such
share of Series A-I Convertible Preferred Stock could be converted in accordance
with Section 9(a) (but without regard to the limitations on conversion contained
in the proviso to the second  sentence of Section  9(a)) on the date of purchase
of such share of Series A-I  Convertible  Preferred Stock times (2) the Computed
Price of one share of Common  Stock on the date of  purchase  of  such  share of
Series A-I Convertible Preferred Stock.


<PAGE>

"Computed  Price" of shares of Common  Stock on any date means 85 percent of the
arithmetic  average of the per share  Closing Price (as defined in Section 9(b))
of the Common Stock on the five  consecutive  trading days ending on the trading
day  immediately  preceding  the  applicable  dividend  payment  date;  provided
however,  that,  notwithstanding  the foregoing,  in no event shall the Computed
Price be less than $.01 per share.

         (d) Neither the Corporation nor any subsidiary of the Corporation shall
(1) make any tender offer or exchange offer (a "Tender  Offer") for  outstanding
shares of Common Stock unless the Corporation  contemporaneously therewith makes
an offer or (2) enter into an agreement regarding a Tender Offer for outstanding
shares  of  Common  Stock  by any  person  other  than  the  Corporation  or any
subsidiary of the Corporation  unless such person agrees with the Corporation to
make an offer,  in  either  such case to each  holder of  outstanding  shares of
Series A-I Convertible Preferred Stock to purchase the same percentage of shares
of Series A-I Convertible  Preferred Stock held by such holder as the percentage
of  outstanding  shares of Common  Stock  offered to be purchased in such Tender
Offer at a price per share of Series A-I  Convertible  Preferred  Stock equal to
the product  obtained by  multiplying  (1) the number of shares of Common  Stock
into  which  such  share of Series  A-I  Convertible  Preferred  Stock  could be
converted in accordance with Section 9(a) (but without regard to the limitations
on conversion  contained in the proviso to the second  sentence of Section 9(a))
on the date of purchase of such share of Series A-I Convertible  Preferred Stock
times (2) 117.65 percent of the cash price (or other consideration) per share of
Common Stock offered in such Tender Offer.

         Section  5.  Liquidation  Preference.  In the  event of a  liquidation,
dissolution, or winding up of the Corporation, whether voluntary or involuntary,
the  holders of Series A-I  Convertible  Preferred  Stock  shall be  entitled to
receive out of the assets-of  the  Corporation,  whether such assets  constitute
stated  capital  or  surplus  of any  nature,  an amount per share of Series A-I
Convertible Preferred Stock equal to $1,000.00  (collectively,  "the Liquidation
Preference"),  and no more,  before  any  payment  shall  be made or any  assets
distributed  to the holders of Common  Stock or any other class or series of the
Corporation's  capital  stock  ranking  junior as to  liquidation  rights to the
Series A-I Convertible  Preferred Stock  (collectively,  the Junior  Liquidation
Stock");  provided,  however,  that such rights  shall  accrue to the holders of
Series A-I Convertible  Preferred Stock only in the event that the Corporation's
payments  with respect to the  liquidation  preference of the holders of capital
stock of the Corporation  ranking senior as to liquidation  rights to the Series
A-I Convertible  Preferred Stock (the ~Senior Liquidation Stock") are fully met.
After the liquidation preferences of the Senior Liquidation Stock are fully met,
the  entire  assets  of the  Corporation  available  for  distribution  shall be
distributed  ratably among the holders of the Series A-I  Convertible  Preferred
Stock and any other class or series of the  Corporation's  capital  stock having
parity as to liquidation rights with the Series A-I Convertible  Preferred Stock
(the "Parity  Liquidation  Stock") in proportion to the respective  preferential
amounts to which each is entitled  (but only to the extent of such  preferential
amounts).  After payment in full of the  liquidation  price of the shares of the
Series A-I Convertible  Preferred Stock and the Parity  Liquidation  Stock,  the
holders of such shares shall not be entitled to any further participation in any
distribution of assets by the Corporation.  Neither a consolidation or merger of
the Corporation with another corporation nor a sale or


<PAGE>

transfer of all or part of the  Corporation's  assets for cash,  securities,  or
other property in and of itself will be considered a  liquidation,  dissolution,
or winding up of the Corporation.

         Section 6.  No Mandatory Redemption.  The  shares  of  Series  A-I
Convertible  Preferred Stock shall not be subject to mandatory redemption by the
Corporation.

         Section 7.  No Sinking Fund.  The shares of  Series  A-I  Convertible
Preferred Stock shall not be subject to the operation of a purchase, retirement,
or sinking fund.

         Section 8.  No Optional Redemption.  The  shares  of  Series  A-I
Convertible  Preferred Stock shall not be subject to redemption at the option of
the Corporation.

         Section 9.  Conversion.

         (a) Conversion at Option of Holder.  (i) Subject to the limitations set
forth in the  legends  to appear on  certificates  for the  shares of Series A-I
Convertible Preferred Stock as provided in Section 9(a)(ii),  the holders of the
Series A-I Convertible  Preferred Stock may, upon surrender of the  certificates
therefor, convert any or all of their shares of Series A-I Convertible Preferred
Stock into fully paid and  nonassessable  shares of Common  Stock and such other
securities  and property as hereinafter  provided.  Commencing on the respective
dates following  initial issuance of shares of Series A-I Convertible  Preferred
Stock (such date of initial  issuance  being referred to herein as the "Issuance
Date") shown on the certificates for shares of Series A-I Convertible  Preferred
Stock and at any time thereafter to and including the day prior to the Mandatory
Conversion  Date,  each share of Series A-I  Convertible  Preferred Stock may be
converted at the principal  executive offices of the Corporation,  the office of
any transfer agent for the Series A-I Convertible  Preferred  Stock, if any, the
office of any  transfer  agent for the Common  Stock or at such other  office or
offices,  if any, as the Board of Directors may  designate,  initially into such
number of fully paid and nonassessable  shares of Common Stock (calculated as to
each  conversion to the nearest  1/lOOth of a share)  determined by dividing (x)
the  Conversion  Amount by (y) the lower of (1) the  product  of the  Conversion
Percentage  times (B) the arithmetic  average of the Closing Price of the Common
Stock on the five consecutive trading days immediately  preceding the Conversion
Date or (2) $5.25  (subject to equitable  adjustments  for stock  splits,  stock
dividends, combinations, recapitalizations, reclassifications and similar events
occurring  on or after the date of filing of this  Certificate  of  Designations
with the Secretary of State of the State of  Delaware),  in each case subject to
adjustment as hereinafter provided (the "Conversion Rate");  provided,  however,
that in no event  shall any holder be  entitled  to convert any shares of Series
A-I Convertible Preferred Stock in excess of that number of shares of Series A-I
Convertible  Preferred  Stock upon conversion of which the sum of (1) the number
of shares of Common Stock beneficially owned by such holder and any person whose
beneficial  ownership  of shares of Common Stock would be  aggregated  with such
holder's beneficial  ownership of shares of Common Stock for purposes of Section
13(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
and Regulation 13D-G thereunder  (each a "Restricted  Person" and  collectively,
the "Restricted Persons") (other than shares of Common Stock deemed beneficially
owned through the ownership of unconverted shares of


<PAGE>

Series A-I Convertible  Preferred  Stock and  unexercised  Warrants) and (2) the
number of shares of Common Stock  issuable upon the  conversion of the number of
shares of Series  A-I  Convertible  Preferred  Stock  with  respect to which the
determination  in this  proviso  is  being  made,  would  result  in  beneficial
ownership by any Restricted  Person of more than 4.9% of the outstanding  shares
of Common  Stock.  For  purposes  of the  proviso to the  immediately  preceding
sentence,  beneficial  ownership  shall be determined in accordance with Section
13(d) of the Exchange Act and Regulation 13D-G  thereunder,  except as otherwise
provided in clause (1) of the proviso to the immediately preceding sentence. For
purposes of the proviso to the second preceding sentence,  the Corporation shall
be entitled to rely, and shall be fully  protected in relying,  on any statement
or  representation  made by a holder to the  Corporation  in  connection  with a
particular conversion,  without any obligation on the part of the Corporation to
make any  inquiry or  investigation  or to examine its records or the records of
any transfer agent for the Common Stock.  The "Conversion  Price" shall be equal
to the Conversion Amount divided by the Conversion Rate.

         (ii) Each  certificate for shares of Series A-I  Convertible  Preferred
Stock shall,  until such time as such legend,  by its terms,  no longer applies,
contain one of the following  legends as agreed in writing by the initial holder
of such shares of Series A-I Convertible Preferred Stock at the time of original
issuance thereof:

         "THESE SECURITIES ARE NOT CONVERTIBLE AT THE OPTION OF THE
         HOLDER HEREOF UNTIL ON OR AFTER THE 9OTH DAY FOLLOWING THE
         ORIGINAL ISSUANCE THEREOF."

         "THESE SECURITIES ARE NOT CONVERTIBLE AT THE OPTION OF THE
         HOLDER HEREOF UNTIL ON OR AFTER THE 120TH DAY FOLLOWING THE
         ORIGINAL ISSUANCE THEREOF."

         "THESE SECURITIES ARE NOT CONVERTIBLE AT THE OPTION OF THE
         HOLDER HEREOF UNTIL ON OR AFTER THE 150TH DAY FOLLOWING THE
         ORIGINAL ISSUANCE THEREOF."

Any new certificate issued upon transfer of any shares of Series A-I Convertible
Preferred  Stock or, in  connection  with a  conversion  of shares of Series A-I
Convertible  Preferred  Stock, co evidence the unconverted  balance of shares of
Series  F  Convertible  Preferred  Stock  shall  bear  the  same  legend  as the
certificate   surrendered  to  the  Corporation  in  connection   herewith,   if
applicable.

         (b) Certain Definitions.

         As used herein,  the "Closing  Price" of any security on any date shall
mean the  closing  bid  price of such  security  on such  date on the  principal
securities exchange or market on which such security is traded.


<PAGE>

         As used herein,  the  "Conversion  Amount"  initially shall be equal to
$1,000.00, subject to adjustment as hereinafter provided.

         As used  herein,  "Conversion  Date"  shall  mean the date on which the
notice of  conversion  is  actually  received by the  Corporation,  in case of a
conversion at the option of the holder pursuant to Section 9(a).

         As used herein, "Conversion Percentage" shall mean 85 percent.

         As used herein,  "Registration  Statement"  shall mean the Registration
Statement  required  to be filed by the  Corporation  with the SEC  pursuant  to
Section 2(a) of the Registration Rights Agreement.

         As  used  herein,   "Registration  Rights  Agreement"  shall  mean  the
Registration Rights Agreement between the Corporation and the original holder of
the Series A-I Convertible Preferred Stock.

         As used  herein,  "SEC"  shall mean the United  States  Securities  and
Exchange Commission.

         (c) Other Provisions. Notwithstanding anything in this Section 9 to the
contrary,  no change in the  Conversion  Amount shall actually be made until the
cumulative effect of the adjustments called for by this Section 9 since the date
of the last change in the Conversion  Amount would change the Conversion  Amount
by more than 1%.  However,  once the  cumulative  effect  would result in such a
change,  then the  Conversion  Rate shall  actually  be  changed to reflect  all
adjustments   called   for  by  this   Section  9  and  not   previously   made.
Notwithstanding  anything in this Section 9, no change in the Conversion  Amount
shall be made that would result in a Conversion Price of less than the par value
of the Common Stock into which shares of Series A-I Convertible  Preferred Stock
are at the time convertible.

         The right of the holders of Series A-I  Convertible  Preferred Stock to
convert their shares shall be exercised by delivering to the  Corporation or its
agent, as provided  above, a written notice,  duly signed by or on behalf of the
holder,  stating the number of shares of Series A-I Convertible  Preferred Stock
to be  converted.  Promptly,  but in no event later than ten business days after
delivery of a notice of conversion, such holder shall surrender for such purpose
to the Corporation or its agent, as provided  above,  certificates  representing
shares  to be  converted,  duly  endorsed  in blank  or  accompanied  by  proper
instruments  of  transfer.  If such  holder  shall fail to deliver  certificates
representing  shares  to be  converted  in such  form on or prior to such  tenth
business day, such notice of conversion shall not be effective, unless otherwise
agreed by the Corporation, but such failure shall not affect such holder s right
to convert  such shares at a date after the date such notice of  conversion  was
given.  The  Corporation  shall  pay any tax  arising  in  connection  with  any
conversion of shares of Series A-I  Convertible  Preferred Stock except that the
Corporation shall not, however,  be required to pay any tax which may be payable
in respect of any transfer involved in the issue and delivery upon conversion of
shares of Common Stock or other securities or


<PAGE>

property in a name other than that of the holder of the shares of the Series A-I
Convertible  Preferred Stock being converted,  and the Corporation  shall not be
required  to issue or deliver any such  shares or other  securities  or property
unless and until the person or persons  requesting  the issuance  thereof  shall
have  paid  to the  Corporation  the  amount  of any  such  tax  or  shall  have
established to the satisfaction of the Corporation that such tax has been paid.

         The Corporation (and any successor  corporation)  shall take all action
necessary so that a number of shares of the authorized but unissued Common Stock
(or common stock in the case of any successor corporation) sufficient to provide
for the conversion of the Series A-I  Convertible  Preferred  Stock  outstanding
upon  the  basis  hereinbefore  provided  are  at  all  times  reserved  by  the
Corporation (or any successor  corporation),  free from preemptive  rights,  for
such conversion,  subject to the provisions of the next succeeding paragraph. If
the  Corporation  shall issue any  securities  or make any change in its capital
structure  which  would  change the number of shares of Common  Stock into which
each share of the Series A-I Convertible Preferred Stock shall be convertible as
herein  provided,  the  Corporation  shall at the same  time  also  make  proper
provision so that  thereafter  there shall be a  sufficient  number of shares of
Common  Stock  authorized  and  reserved,   free  from  preemptive  rights,  for
conversion of the outstanding Series A-I Convertible  Preferred Stock on the new
basis.  If at any time the number of  authorized  but unissued  shares of Common
Stock shall not be sufficient to effect the conversion of all of the outstanding
shares of Series A-I Convertible Preferred Stock, the Corporation promptly shall
seek such corporate  action as may, in the opinion of its counsel,  be necessary
to increase its authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purpose.

         In case of any  consolidation  or  merger of the  Corporation  with any
other corporation  (other than a wholly-owned  subsidiary of the Corporation) in
which the Corporation is not the surviving  corporation,  or in case of any sale
or transfer of all or substantially all of the assets of the Corporation,  or in
the case of any share exchange  pursuant to which all of the outstanding  shares
of Common Stock are converted into other securities or property, the Corporation
shall make appropriate  provision or cause  appropriate  provision to be made so
that  each  holder of shares of Series  A-I  Convertible  Preferred  Stock  then
outstanding shall have the right thereafter to convert such shares of Series A-I
Convertible  Preferred  Stock  into the kind and  amount  of shares of stock and
other securities and property receivable upon such consolidation,  merger, sale,
transfer,  or share exchange by a holder of the number of shares of Common Stock
into which such shares of Series A-I Convertible Preferred Stock could have been
converted immediately prior to the effective date of such consolidation, merger,
sale,   transfer,   or  share   exchange.   If,  in  connection  with  any  such
consolidation,  merger, sale, transfer, or share exchange, each holder of shares
of Common  Stock is entitled to elect to receive  either  securities,  cash,  or
other assets upon completion of such transaction,  the Corporation shall provide
or cause to be provided to each holder of Series A-I Convertible Preferred Stock
the right to elect the  securities,  cash, or other assets into which the Series
A-I Convertible  Preferred Stock held by such holder shall be convertible  after
completion  of any such  transaction  on the same terms and  subject to the same
conditions  applicable  to  holders  of the  Common  Stock  (including,  without
limitation.  notice of the right to elect,  limitations  on the  period in which
such election shall be made, and the effect of


<PAGE>

failing to exercise the  election).  The  Corporation  shall not effect any such
transaction unless the provisions of this paragraph have been complied with. The
above  provisions shall similarly apply to successive  consolidations,  mergers,
sales, transfers, or share exchanges.

         If a holder shall have given a notice of conversion of shares of Series
A-I Convertible  Preferred  Stock.  upon surrender of certificates  representing
shares of Series A-I Convertible Preferred Stock for conversion, the Corporation
shall issue and deliver to such person at an address within the United States to
be specified by such person certificates for the Common Stock issuable upon such
conversion  within three business days after such surrender of certificates  and
the person  converting  shall be deemed to be the holder of record of the Common
Stock issuable upon such  conversion,  and all rights with respect to the shares
surrendered  shall  forthwith  terminate  except the right to receive the Common
Stock or other securities, cash, or other assets as herein provided. If a holder
shall have given a notice of conversion as provided  herein,  the  Corporation's
obligation  to issue and  deliver  the  certificates  for Common  Stock shall be
absolute  and  unconditional,  irrespective  of the absence of any action by the
converting holder to enforce the same, any waiver or consent with respect to any
provision thereof, the recovery of any judgment against any person or any action
to  enforce  the same,  any  failure  or delay in the  enforcement  of any other
obligation  of  the  Corporation  to  the  holder  of  record,  or  any  setoff,
counterclaim,  recoupment,  limitation or termination,  or any breach or alleged
breach by the holder of any obligation to the  Corporation,  and irrespective of
any other  circumstance  which  might  otherwise  limit such  obligation  of the
Corporation to the holder in connection with such conversion. If the Corporation
fails to issue and deliver the  certificates  for the Common Stock to the holder
converting  shares of Series A-I  Convertible  Preferred  Stock  pursuant to the
first  sentence of this  paragraph as and when required to do so, in addition to
any other  liabilities the  Corporation may have hereunder and under  applicable
law,  the  Corporation  shall pay or  reimburse  such  holder on demand  for all
out-of-pocket expenses including, without limitation, fees and expenses of legal
counsel incurred by such holders as a result of such failure.

         No fractional shares of Common Stock shall be issued upon conversion of
Series A-I  Convertible  Preferred Stock but, in lieu of any fraction of a share
of Common Stock which would  otherwise  be issuable in respect of the  aggregate
number of such shares surrendered for conversion at one time by the same holder,
the Corporation at its option (a) may pay in cash an amount equal to the product
of (i) the arithmetic average of the Closing Price of a share of Common Stock on
the three  consecutive  trading  days  ending  on the  trading  day  immediately
preceding the Conversion Date and (ii) such fraction of a share or (b) may issue
an additional share of Common Stock.

         The Conversion Amount shall be adjusted from time to time under certain
circumstances,  subject to the  provisions  of the first three  sentences of the
first paragraph of this Section 9(c), as follows:

         (i) In case the  Corporation  shall  issue  rights or warrants on a pro
rata  basis to all  holders  of the  Common  Stock  entitling  such  holders  to
subscribe for or purchase Common Stock on the record date referred to below at a
price per share less than the average daily Closing Prices of the Common


<PAGE>

Stock on the 30 consecutive business days commencing 45 business days before the
record date (the "Current Market Price"),  then in each such case the Conversion
Amount in effect on such record date shall be  adjusted in  accordance  with the
formula


         C1 = C x   O + N
                    -----
                  O + N x P
                      -----
                        M

where

    C1 =     the adjusted Conversion Amount

    C  =     the current Conversion Amount

    O = the number of shares of Common Stock  outstanding
                  on the record date.

    N = the number of additional shares of Common Stock issuable pursuant to the
        exercise of such rights or warrants.

    P = the offering price per share  of  the  additional  shares  (which amount
        shall  include  amounts  received by the  Corporation  in respect of the
        issuance  and the  exercise of such rights or warrants).

    M = the Current Market Price per share of Common Stock on the record date.

Such adjustment shall become effective immediately after the record date for the
determination  of  stockholders  entitled to receive such rights or warrants are
not so issued or expire or terminate  before  being  exercised,  the  Conversion
Amount then in effect shall be readjusted appropriately.

         (ii)  In  case  the  Corporation   shall,  by  dividend  or  otherwise,
distribute to all holders of its Junior Stock (as hereinafter defined) evidences
of its indebtedness or assets (including securities,  but excluding any warrants
or subscription rights referred to in subparagraph (i) above and any dividend or
distribution paid in cash out of the retained earnings of the Corporation), then
in each such case the  Conversion  Amount  then in effect  shall be  adjusted in
accordance with the formula

         C1 = C x   M
                  -----
                  M - F

where
    
    C1 =     the adjusted Conversion Amount

    C  =     the current Conversion Amount


<PAGE>

    M = the  Current  Market  Price per share of Common Stock on the record date
        mentioned below.

    F = the aggregate amount of such cash dividend and/or the fair  market value
        on the record date of the assets or securities to be distributed divided
        by the number of shares of Common Stock outstanding  on the record date.
        The Board of Directors shall determine such  fair  market  value,  which
        determination shall be conclusive.

Such adjustment shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution.
For purposes of this subparagraph  (ii),  "Junior Stock" shall include any class
of capital  stock  ranking  junior as to  dividends or upon  liquidation  to the
Series A-I Convertible Preferred Stock.

         (iii) All  calculations  hereunder shall be made to the nearest cent or
to the nearest 1/100 of a share, as the case may be.

         (iv) If at any time as a result of an  adjustment  made pursuant to the
fourth  paragraph of this Section 9(c), the holder of any Series A-I Convertible
Preferred Stock  thereafter  surrendered for conversion shall become entitled to
receive  securities,  cash,  or assets  other than Common  Stock,  the number or
amount of such  securities or property so receivable  upon  conversion  shall be
subject  to  adjustment  from  time to  time in a  manner  and on  terms  nearly
equivalent as  practicable  to the  provisions  with respect to the Common Stock
contained in subparagraphs (i) to (iii) above.

         Except as otherwise  provided above in this Section 9, no adjustment in
the  Conversion  Amount  shall be made in  respect of any  conversion  for share
distributions  or  dividends  theretofore  declared  and paid or  payable on the
Common Stock.

         Whenever  the  Conversion  Amount is adjusted as herein  provided,  the
Corporation  shall  send to each  transfer  agent,  if any,  for the  Series A-I
Convertible  Preferred  Stock  and  the  Common  Stock,  and  to  the  principal
securities exchange, if any, on which the Series A-I Convertible Preferred Stock
and the Common Stock is traded,  or the Nasdaq National Market if the Series A-I
Convertible Preferred Stock or Common Stock is admitted for a quotation thereon,
a statement  signed by the  Chairman of the Board,  the  President,  or any Vice
President  of the  Corporation  and  by its  Treasurer  or its  Secretary  or an
Assistant  Secretary  stating  the  adjusted  Conversion  Amount  determined  as
provided  in this  Section 9, and any  adjustment  so  evidenced,  given in good
faith, shall be binding upon all stockholders and upon the Corporation. Whenever
the Conversion  Amount is adjusted,  the Corporation will give notice by mail to
the holders of record of Series A-I Convertible  Preferred  Stock,  which notice
shall be made within 15 days after the  effective  date of such  adjustment  and
shall  state the  adjustment  and the  Conversion  Amount.  Notwithstanding  the
foregoing notice provisions, failure by the Corporation to give such notice or a
defect in such  notice  shall not affect the  binding  nature of such  corporate
action of the Corporation.


<PAGE>

         Whenever  the  Corporation  shall  propose  to take any of the  actions
specified in the fourth paragraph of this Section 9(c) or in  subparagraphs  (i)
or (ii) of the seventh  paragraph of this Section 9(c) which would result in any
adjustment in the  Conversion  Amount under this Section 9(c),  the  Corporation
shall  cause a notice to be  mailed at least 20 days  prior to the date on which
the books of the  Corporation  will close or on which a record will be taken for
such action, to the holders of record of the outstanding  Series A-I Convertible
Preferred Stock on the date of such notice. Such notice shall specify the action
proposed  to be taken by the  Corporation  and the date as of which  holders  of
record of the Common Stock shall  participate in any such actions or be entitled
to exchange their Common Stock for securities or other property, as the case may
be.  Failure by the  Corporation to mail the notice or any defect in such notice
shall not affect the validity of the transaction.

         Notwithstanding any other provision of this Section 9, no adjustment in
the  Conversion  Amount  need  be  made  (a) for a  transaction  referred  to in
subparagraphs  (i) or (ii) of the  seventh  paragraph  of this  Section  9(c) if
holders of Series A-I  Convertible  Preferred  Stock are to  participate  in the
transaction  or  distribution  on a basis  and with  notice  that  the  Board of
Directors  determines  such  transaction to be fair to the holders of the Series
A-I  Convertible  Preferred Stock and appropriate in light of the basis on which
holders of the Common Stock or, in the case of a transaction referred to in said
subparagraph (ii),  holders of Junior Stock participate in the transaction;  (b)
for sales of Common Stock pursuant to a plan for  reinvestment  of dividends and
interest, provided that the purchase price in any such sale is at least equal to
the fair  market  value of the  Common  Stock at the time of such  purchase,  or
pursuant  to any  plan  adopted  by  the  Corporation  for  the  benefit  of its
employees,  directors,  or  consultants;  or (c) after  such time as a holder of
shares of Series A-I  Convertible  Preferred  Stock becomes  entitled to receive
only cash upon conversion of such shares (in which case no interest shall accrue
on the  amount  of such  cash for any  period  prior to the date  which is three
business  days  after  surrender  of  the   certificates  for  such  shares  for
conversion).

         (d)  Mandatory  Conversion.  So long  as the  Corporation  shall  be in
compliance in all material  respects with its  obligations to the holders of the
Series A-I  Convertible  Preferred Stock  (including its  obligations  under the
Registration  Rights  Agreement  and  the  provisions  of  this  Certificate  of
Designations)  and so long as the Registration  Statement shall be effective (or
all the  shares of Common  Stock into  which  shares of Series  A-I  Convertible
Preferred  Stock then  outstanding are convertible may be sold by each holder of
record of such shares of Series A-I Convertible  Preferred Stock within a period
of three  months  under  Rule  144),  on the date  which is 730 days  after  the
Issuance Date (the "Mandatory  Conversion Date") all of the shares of Series A-I
Convertible  Preferred Stock then outstanding shall be converted,  in accordance
with the  provisions,  and subject to the  limitations,  of Section  9(a),  into
shares of Common Stock to the extent the same are at such time  convertible into
shares of Common Stock. On the Mandatory  Conversion Date, the Corporation shall
mail by first  class  mail or  otherwise  deliver  to each  holder of Series A-I
Convertible  Preferred  Stock a notice (a "Section  9(d)  Notice"),  which shall
state (1) the number of shares of Series A-I Convertible Preferred Stock held by
such holder which have been converted


<PAGE>

into shares of Common  Stock in  accordance  with this  Section 9(d) and (2) the
Mandatory  Conversion Date. If the Corporation shall give a Section 9(d) Notice,
then, unless theretofore converted by the holder in accordance herewith,  and so
long as the  Registration  Statement  shall remain  effective  on the  Mandatory
Conversion  Date (or all the shares of Common  Stock into which shares of Series
A-I Convertible  Preferred Stock then outstanding are convertible may be sold by
each holder of record of such shares of Series A-I  Convertible  Preferred Stock
within a period of three months under Rule 144) and the Corporation  shall be in
compliance in all material  respects with its  obligations to the holders of the
Series A-I  Convertible  Preferred Stock  (including its  obligations  under the
Registration  Rights  Agreements  and  the  provisions  of this  Certificate  of
Designations) on the Mandatory Conversion Date, then on the Mandatory Conversion
Date properly set forth therein, all shares of Series A-I Convertible  Preferred
Stock which, on the Mandatory Conversion Date are convertible in accordance with
Section  9(a) hereof,  shall be  converted  into such number of shares of Common
Stock as shall be determined  pursuant to this Section 9 as if the conversion of
such number of shares of Series A-I Convertible Preferred Stock were made by the
holders thereof in accordance  herewith and as if the Mandatory  Conversion Date
were the  Conversion  Date.  Upon the  surrender of  certificates  for shares of
Series A-I Convertible Preferred Stock by the holder after a Section 9(d) Notice
is given, the Corporation  shall issue and, within three trading days after such
surrender,  deliver to or upon the order of such holder that number of shares of
Common Stock as shall be issuable in respect to the  conversion of the number of
shares of Series A-I Convertible  Preferred Stock converted into Common Stock as
shall be determined in accordance herewith.

         Section 10.  Voting Rights.  Except as otherwise  required  by  law  or
expressly provided herein, shares of  Series  A-I  Convertible  Preferred  Stock
shall not be entitled to vote on any matter.

         The  affirmative  vote or consent of the  holders of a majority  of the
outstanding  shares  of the  Series  A-I  Convertible  Preferred  Stock,  voting
separately as a class,  will be required for (1) any amendment,  alteration,  or
repeal,  whether by merger or consolidation or otherwise,  of the  Corporation's
Certificate of Incorporation if the amendment,  alteration, or repeal materially
and adversely affects the powers,  preferences,  or special rights of the Series
A-I Convertible  Preferred Stock, or (2) the creation and issuance of any Senior
Dividend Stock or Senior Liquidation Stock; provided, however, that any increase
in the  authorized  preferred  stock  of the  Corporation  or the  creation  and
issuance of any stock which is both Junior Dividend Stock and Junior Liquidation
Stock or any other capital stock of the Corporation ranking on a parity with the
Series A-I Convertible  Preferred Stock shall not be deemed to affect materially
and adversely such powers, preferences, or special rights.

         Section 11.  Outstanding  Shares.  For purposes of this  Certificate of
Designations,  all shares of Series A-I  Convertible  Preferred  Stock  shall be
deemed  outstanding  except  (i)  from  the date of  surrender  of  certificates
representing  shares of Series A-I  Convertible  Preferred  Stock for conversion
into  Common  Stock,  all  shares  of Series  A-I  Convertible  Preferred  Stock
converted into Common Stock and (ii) from the date of  registration of transfer,
all  shares of Series  A-I  Convertible  Preferred  Stock  held of record by the
Corporation or any subsidiary or Affiliate (as defined herein) of


<PAGE>

the  Corporation.   For  the  purposes  of  this  Certificate  of  Designations,
"Affiliate" means any person directly or indirectly controlling or controlled by
or under direct or indirect  common control with the  Corporation.  "Control" is
the power to direct the management and policies of a person, directly or through
one or more intermediaries,  whether through the ownership of voting securities,
by contract, or otherwise.

         IN WITNESS WHEREOF, Globalink, Inc. has caused its corporate seal to be
affixed  and  this  certificate  to  be  signed  by  Harry E. Hagerty, Jr.,  its
Chairman, as of the 13th day of December, 1996.



                           By:/s/Harry E. Hagerty, Jr.
                              ------------------------
                                 Harry E. Hagerty, Jr.
                                 Chairman