Certificate of Designation Series D Preferred Stock
                         For Nevada profit Corporations
                            (Pursuant to NRS 78.1955)



I.  Name  of  corporation:  Global  Links  Card  Services,  Inc.

II.  By  resolution  of  the  board  of directors pursuant to a provision in the
articles  of incorporation, this certificate establishes the following regarding
the  voting  powers,  designation,  preferences,  limitations,  restrictions and
relative  rights  of  the  following  class  or  series  of  stock.

Series  D Preferred Stock consists of 5,000,000 shares and to have the following
terms:

     1.  Dividends.  Except  as  provided  herein,  the  holders  of outstanding
shares  of  the  Series  D  Preferred Stock shall be entitled to receive cash as
dividends  on  yearly  basis.  Each holder of outstanding shares of the Series D
Preferred Stock shall receive, on January 31 of each year following the issuance
of  each  shares  of the Series D Preferred Stock, a cash dividend in the amount
equal  to  6  percent  of  the  outstanding  principal  amount  of  indebtedness
represented  by  the shares of the Series D Preferred stock owned by such holder
of  the  Series  D  Preferred  Stock  on  December 31, immediately preceding the
dividend  payment  date.

     2.  Redemption Rights.  Subject to the applicable provisions of Nevada law,
the  Company, at the option of its directors, and with the consent of a majority
of  the  stockholders  of  the Series D Preferred Stock, may at any time or from
time  to time redeem the whole or any part of the outstanding Series D Preferred
Stock.

     Upon redemption the Company shall pay for each share redeemed the amount of
$0.15  per  share,  payable  in  cash  (the  "Redemption  Price").

     At  least  30 days previous notice by mail, postage prepaid, shall be given
to  the  holders  of record of the Series D Preferred Stock to be redeemed, such
notice  to  be  addressed to each such stockholder at the address of such holder
appearing on the books of the Company or given by such holder to the Company for
the  purpose  of notice, or if no such address appears or is given, at the place
where  the  principal office of the Company is located.  Such notice shall state
the  date fixed for redemption and the redemption price, and shall call upon the
holder  to  surrender to the Company on said date at the place designated in the
notice  such  holder's certificate or certificates representing the shares to be
redeemed.  On  or after the date fixed for redemption and stated in such notice,
each  holder  of  Series D Preferred Stock called for redemption shall surrender
the certificate evidencing such shares to the Company at the place designated in
such notice and shall thereupon be entitled to receive payment of the redemption
price.  If  less  than  all  the  shares  represented  by  any  such surrendered
certificate  are  redeemed,  a  new certificate shall be issued representing the
unredeemed shares.  If such notice of redemption shall have been duly given, and
if  on the date fixed for redemption funds necessary for the redemption shall be
available  therefor, notwithstanding that the certificates evidencing any Series
D  Preferred  Stock  called  for redemption shall not have been surrendered, the
dividends  with  respect  to the shares so called for redemption shall forthwith
after  such  date  cease  and determine, except only the right of the holders to
receive  the  redemption  price  without  interest  upon  surrender  of  their
certificates  therefor.

If,  on  or  prior to any date fixed for redemption of Series D Preferred Stock,
the  Company  deposits,  with  any  bank or trust company as a trust fund, a sum
sufficient  to  redeem,  on  the  date  fixed for redemption thereof, the shares
called  for  redemption, with irrevocable instructions and authority to the bank
or  trust  company  to give the notice of redemption thereof (or to complete the
giving  of  such  notice if theretofore commenced) and to pay, or deliver, on or
after  the  date  fixed for redemption or prior thereto, the redemption price of
the  shares  to  their  respective  holders  upon  the  surrender of their share
certificates, then from and after the date of the deposit (although prior to the
date  fixed  for  redemption),  the  shares  so called shall be redeemed and any
dividends  on  those  shares  shall  cease  to  accrue  after the date fixed for
redemption.  The  deposit  shall  constitute full payment of the shares to their
holders,  and  from and after the date of the deposit the shares shall no longer
be  outstanding  and  the  holders  thereof  shall cease to be stockholders with
respect to such shares, and shall have no rights with respect thereto except the
right  to receive from the bank or trust company payment of the redemption price
of  the  shares  without  interest,  upon  the  surrender  of their certificates
therefor.  Any  interest accrued on any funds so deposited shall be the property
of,  and  paid  to,  the Company.  If the holders of Series D Preferred Stock so
called for redemption shall not, at the end of two years from the date fixed for
redemption  thereof,  have  claimed  any  funds so deposited, such bank or trust
company  shall  thereupon pay over to the Company such unclaimed funds, and such
bank  or  trust  company  shall  thereafter be relieved of all responsibility in
respect  thereof to such holders and such holders shall look only to the Company
for  payment  of  the  redemption  price

     3.     Liquidation Rights.  Upon the dissolution, liquidation or winding up
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of  the  Company,  whether  voluntary  or  involuntary,  the holders of the then
outstanding  shares of Series D Preferred Stock shall be entitled to receive out
of  the  assets  of  the  Company  the sum of $0.001 per share (the "Liquidation
Rate")  before any payment or distribution shall be made on the Common Stock, or
any  other  class of capital stock of the Company ranking junior to the Series D
Preferred  Stock.

     (a)     The  sale,  conveyance,  exchange  or transfer (for cash, shares of
stock,  securities  or  other  consideration)  of  all  or substantially all the
property and assets of the Company shall be deemed a dissolution, liquidation or
winding  up  of  the Company for purposes of this Paragraph 3, but the merger or
consolidation  of  the Company into or with any other corporation, or the merger
or consolidation of any other corporation into or with the Company, shall not be
deemed  a  dissolution, liquidation or winding up, voluntary or involuntary, for
purposes  of  this  Paragraph  3.

     (b)     After  the  payment  to  the  holders  of  shares  of  the Series D
Preferred  Stock  of the full preferential amounts fixed by this Paragraph 3 for
shares  of  the  Series D Preferred Stock, the holders of the Series D Preferred
Stock as such shall have no right or claim to any of the remaining assets of the
Company.
(c)     In the event the assets of the Company available for distribution to the
holders of the Series D Preferred Stock upon dissolution, liquidation or winding
up of the Company shall be insufficient to pay in full all amounts to which such
holders are entitled pursuant to this Paragraph 3, no distribution shall be made
on  account  of  any shares of a class or series of capital stock of the Company
ranking  on  a  parity  with the shares of the Series D Preferred Stock, if any,
upon  such  dissolution,  liquidation  or  winding  up  unless  proportionate
distributive  amounts  shall  be  paid  on account of the shares of the Series D
Preferred  Stock,  ratably,  in  proportion to the full distributive amounts for
which  holders  of  all  such  parity shares are respectively entitled upon such
dissolution,  liquidation  or  winding  up.

     4.     Conversion  of Series D Preferred Stock.  At any time, the holder of
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shares  of  the  Series D Preferred Stock shall have the right, at such holder's
option,  to  convert  any  number of shares of the Series D Preferred Stock into
shares of the Common Stock.  Such right to convert shall commence as of the date
the  shares  of  such  Series  D  Preferred Stock are issued to such holder (the
"Issue  Date")  and  shall  continue  thereafter for a period of two years, such
period  ending  on  the second anniversary of the Issue Date.  In the event that
the  holder  of  the Series D Preferred Stock elects to convert such shares into
Common  Stock,  the  holder  shall  have 60 days from the date of such notice in
which to tender his shares of Series D Preferred Stock to the Company.  Any such
conversion  shall  be  upon  the  other  following  terms  and  conditions:

     (a)     Conversion  Rate.  Subject  to  adjustment as provided herein, each
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share  of  the  Series D Preferred Stock shall be convertible into shares of the
Common  Stock  in  accordance  with  the Per Share Conversion Price as specified
herein.  As  used  herein,  the "Per Share Conversion Price" means 50 percent of
the  OTCBB  (or  such other exchange or market on which the Common Stock is then
listed,  if  the  Common  Stock  is  not listed on the OTCBB) the average of the
lowest  three-day average closing bid prices, for each share of the Common Stock
over  the period of twenty days prior to the date of the conversion.  The number
of  underlying shares of the Common Stock issuable upon any conversion hereunder
shall  be  calculated  by  multiplying  the  number  of  shares  of the Series D
Preferred  Stock  to  be  converted  times  $0.1  and  dividing the product thus
obtained  by the Per Share Conversion Price.  Notwithstanding anything contained
herein  to the contrary, as the result of any such conversion, the holder of the
Series  D  Preferred Stock may not hold more than 4.99 percent of the issued and
outstanding  shares  of  the  Common Stock, in the aggregate, following any such
conversion  (the  "Conversion  Rate").

     (b)     Adjustment  of  Conversion  Rate for Dilution and Other Events.  In
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order  to prevent dilution of the rights granted to the holders of shares of the
Series D Preferred Stock, the Conversion Rate will be subject to adjustment from
time  to  time  as  follows:

     (i)     Adjustment  of  Conversion  Rate upon Subdivision or Combination of
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the  Common  Stock.  If  the Company at any time subdivides (by any stock split,
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stock  dividend, recapitalization or otherwise) the authorized Common Stock into
a  greater  number of shares, the Conversion Rate in effect immediately prior to
such  subdivision will be proportionately increased.  If the Company at any time
combines  (by  combination,  reverse  stock  split  or otherwise) the authorized
Common  Stock  into  a  smaller  number of shares, the Conversion Rate in effect
immediately  prior  to  such  combination  will  be  proportionately  reduced.

     (ii)     Reorganization,  Reclassification, Consolidation, Merger, or Sale.
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Any  recapitalization,  reorganization, reclassification, consolidation, merger,
or other similar transaction which is effected in such a way that holders of the
Common  Stock  are  entitled  to  receive  (either  directly  or upon subsequent
liquidation)  stock, securities or assets with respect to or in exchange for the
Common  Stock  is  referred  to  herein  as  an  "Organic Change."  Prior to the
consummation of any Organic Change, the Company will make appropriate provision,
in  form  and  substance  satisfactory  to  the  holders  of  a  majority of the
outstanding  shares  of the Series D Preferred Stock, to ensure that each of the
holders of shares of the Series D Preferred Stock will thereafter have the right
to  acquire  and  receive  in lieu of or in addition to, as the case may be, the
shares  of  the  Common  Stock immediately theretofore acquirable and receivable
upon  the  conversion  of such holder's Series D Preferred Stock, such shares of
stock,  securities  or  assets as may be issued or payable with respect to or in
exchange  for  the  number of shares of the Common Stock immediately theretofore
acquirable  and  receivable  upon  the conversion of such holder's shares of the
Series  D  Preferred Stock had such Organic Change not taken place.  In any such
case,  the  Company  will  make  appropriate  provision,  in  form and substance
satisfactory  to  the  holders  of  a  majority of the outstanding shares of the
Series  D Preferred Stock, with respect to such holders' rights and interests to
ensure  that  the  provisions  of  this  paragraph and paragraph 4(c) below will
thereafter  be applicable to the Series D Preferred Stock.  The Company will not
effect  any  such  consolidation  or  merger,  unless  prior to the consummation
thereof  the  successor  entity  resulting from such consolidation or merger, if
other  than  the  Company, assumes, by written instrument, in form and substance
satisfactory  to  the  holders  of  a  majority of the outstanding shares of the
Series  D Preferred Stock, the obligation to deliver to each holder of shares of
the  Series  D Preferred Stock such shares of stock, securities or assets as, in
accordance  with  the  foregoing provisions, that such holder may be entitled to
acquire.

(iii)     Notices.  Immediately  upon any adjustment of the Conversion Rate, the
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Company  will give written notice of such adjustment to each holder of shares of
the  Series D Preferred Stock, setting forth in reasonable detail and certifying
the  calculation  of  such  adjustment.  The Company will give written notice to
each  holder of shares of the Series D Preferred Stock at least 20 days prior to
the date on which the Company closes its books or takes a record with respect to
any  dividend  or distribution upon the Common Stock, or with respect to any pro
rata  subscription  offer to holders of the Common Stock.  The Company will also
give  written notice to each holder of shares of the Series D Preferred Stock at
least  20  days  prior  to  the date on which any Organic Change, dissolution or
liquidation  will  take  place.

     (c)     Purchase  Rights.  If  at  any  time  the Company grants, issues or
             ----------------
sells any options, convertible securities or rights to purchase stock, warrants,
securities  or other property pro rata to the record holders of the Common Stock
(the  "Purchase  Rights"),  then each holder of shares of the Series D Preferred
Stock  will  be  entitled to acquire, upon the terms applicable to such Purchase
Rights,  the  aggregate Purchase Rights which such holder could have acquired if
such  holder  had  held the number of shares of the Common Stock acquirable upon
complete  conversion  of  the  holder's  shares  of the Series D Preferred Stock
immediately  before  the date on which a record is taken for the grant, issuance
or  sale of such Purchase Rights, or, if no such record is taken, the date as of
which the record holders of the Common Stock are to be determined for the grant,
issue  or  sale  of  such  Purchase  Rights.

     (d)     Mechanics  of  Conversion.  To  convert  shares  of  the  Series  D
             -------------------------
Preferred  Stock  into  full  shares  of  the  Common  Stock  on  any  date (the
"Conversion  Date"),  the  holder  thereof  shall  (i)  deliver  or  transmit by
facsimile  to  the Company, for receipt on or prior to 11:59 p.m., Pacific Time,
on  the  Conversion Date, a copy of a fully executed notice of conversion in the
form  attached  hereto  as  Attachment  A  (the  "Conversion  Notice"), and (ii)
                            -------------
surrender to a common carrier for delivery to the Company as soon as practicable
following  such  date,  the  certificates (each a "Preferred Stock Certificate")
representing  the  shares of the Series D Preferred Stock being converted, or an
indemnification undertaking with respect to such shares in the case of the loss,
theft  or  destruction  thereof,  and the originally executed Conversion Notice.
Upon  receipt  by  the  Company  of a facsimile copy of a Conversion Notice, the
Company shall immediately send, via facsimile, a confirmation of receipt of such
Conversion  Notice  to  such holder.  Within five business days of the Company's
receipt  of the originally executed Conversion Notice and the holder's Preferred
Stock  Certificate(s), the Company shall issue and surrender to a common carrier
for  overnight  delivery to the address as specified in the Conversion Notice, a
certificate,  registered  in  the  name  of  the holder or its designee, for the
number  of  shares  of  the  Common  Stock  to  which  the  holder  is entitled.

(e)     Record  Holder.  The person or persons entitled to receive shares of the
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Common  Stock issuable upon conversion of shares of the Series D Preferred Stock
shall be treated for all purposes as the record holder or holders of such shares
of  the  Common  Stock  on  the  Conversion  Date.

(f)     Fractional  Shares.  The  Company  shall  not  be  required to issue any
        ------------------
fraction  of a share of the Common Stock upon any conversion.  All shares of the
Common Stock, including fractions thereof, issuable upon conversion of more than
one  share  of  the Series D Preferred Stock shall be aggregated for purposes of
determining whether the conversion would result in the issuance of a fraction of
a  share  of  the  Common Stock.  If, after such aggregation, the issuance would
result  in  the  issuance  of  a  fraction  of it share of the Common Stock, the
Company  shall  round such fraction of a share of the Common Stock up or down to
the  nearest  whole  share.

(g)     Reissuance  of  Certificates.  In the event of a conversion of less than
        ----------------------------
all  of  the  shares of the Series D Preferred Stock represented by a particular
Preferred  Stock  Certificate, the Company shall promptly cause to be issued and
delivered  to  the  holder  of  such  Series  D  Preferred  Stock a new Series D
Preferred  Stock  Certificate  representing the remaining shares of the Series D
Preferred  Stock  which  were  not  corrected.

     5.     Reservation  of  Shares.  The  Company  shall, so long as any of the
            -----------------------
shares  of  the  Series  D  Preferred  Stock  are  outstanding, reserve and keep
available  out of its authorized and unissued shares of the Common Stock, solely
for  the  purpose  of  effecting  the  conversion  of the shares of the Series D
Preferred  Stock, the number of shares of the Common Stock as shall from time to
time  be sufficient to affect the conversion of all of the outstanding shares of
the  Series  D  Preferred  Stock.

6.     Preferred  Status.  The rights of the shares of the Common Stock shall be
       -----------------
subject  to  the  preferences  and relative rights of the shares of the Series D
Preferred  Stock.  Without  the prior written consent of the holders of not less
than two-thirds (2/3) of the outstanding shares of the Series D Preferred Stock,
the  Company  shall not hereafter authorize or issue additional or other capital
stock  that  is  of senior or equal rank to the shares of the Series D Preferred
Stock  in  respect  of the preferences as to distributions and payments upon the
liquidation,  dissolution and winding up of the Company described in Paragraph 3
above.

7.     Restriction  on Dividends.  If any shares of the Series D Preferred Stock
       -------------------------
are outstanding, the Company shall not, without the prior written consent of the
holders  of not less than two-thirds (2/3) of the then outstanding shares of the
Series  D  Preferred  Stock,  directly  or  indirectly  declare, pay or make any
dividends  or other distributions upon any of the Common Stock.  Notwithstanding
the  foregoing, this paragraph shall not prohibit the Company from declaring and
paying a dividend in cash with respect to the shares of the Common Stock so long
as  the  Company  simultaneously  pays  each  holder  of  shares of the Series D
Preferred  Stock  an  amount  in cash equal to the amount such holder would have
received  had  all  of such holder's shares of the Series D Preferred Stock been
converted  to shares of the Common Stock on the business day prior to the record
date  for  any  such  dividend.

8.     Vote  to  Change  the Terms of the Series D Preferred Stock.  Without the
       -----------------------------------------------------------
prior  written  consent  of the holders of not less than two-thirds (2/3) of the
outstanding shares of the Series D Preferred Stock, the Company shall not amend,
alter,  change or repeal any of the powers, designations, preferences and rights
of  the  Series  D  Preferred  Stock.

9.     Lost  or  Stolen  Certificates.  Upon  receipt by the Company of evidence
       ------------------------------
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Preferred  Stock  Certificates  representing  shares  of  the Series D Preferred
Stock,  and,  in  the case of loss, theft or destruction, of any indemnification
undertaking  or  bond, in the Company's discretion, by the holder to the Company
and, in the case of mutilation, upon surrender and cancellation of the Preferred
Stock  Certificate(s),  the  Company  shall  execute  and  deliver  new Series D
Preferred  Stock  Certificate(s)  of like tenor and date; provided, however, the
Company shall not be obligated to re-issue Series D Preferred Stock Certificates
if  the  holder  thereof  contemporaneously requests the Company to convert such
shares  of  the  Series  D  Preferred  Stock  into  the  Common  Stock.

10.     Voting.  The  holders  of  the  Series  D  Preferred Stock shall have no
        ------
voting  rights  on  any  matter submitted to the shareholders of the Company for
their vote, waiver, release or other action, or be considered in connection with
the  establishment of a quorum, except as may otherwise be expressly required by
law  or  by  the  applicable  stock  exchange  rules.


<PAGE>
                                  ATTACHMENT A
                               GLOBAL LINKS CORP.
                                CONVERSION NOTICE
     In  accordance  with  and  pursuant to the provisions of the Certificate of
Designation  Establishing  Series  D  Preferred Stock of Global Links Corp., the
undersigned  hereby elects to convert the number of shares of Series D Preferred
Stock,  par  value  $0.001  per  share,  of  Global Links Corp. (the "Company"),
indicated below into shares of the Common Stock, par value $0.001 per share (the
"Common  Stock"),  of  the  Company,  by  tendering  the  stock  certificate(s)
representing  the share(s) of the Series D Preferred Stock specified below as of
the  date  specified  below.

The  undersigned  acknowledges  that  the securities issuable to the undersigned
upon  conversion  of  shares  of  the  Series D Preferred Stock may not be sold,
pledged,  hypothecated  or  otherwise  transferred  unless  such  securities are
registered under the Securities Act, and any other applicable securities law, or
the  Company  has  received  an  opinion  of  counsel  satisfactory  to  it that
registration is not required.  A legend in substantially the following form will
be placed on any certificates or other documents evidencing the securities to be
issued  upon  any  conversion  of  the  shares  of the Series D Preferred Stock:
THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FOR
INVESTMENT  AND  HAVE  NOT  BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  OR  THE  SECURITIES LAW OF ANY STATE.  WITHOUT SUCH REGISTRATION, SUCH
SECURITIES  MAY  NOT  BE  SOLD,  PLEDGED,  HYPOTHECATED OR OTHERWISE TRANSFERRED
EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO
THE  COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE
EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF
1933,  AS  AMENDED,  THE  SECURITIES LAW OF ANY STATE, OR ANY RULE OR REGULATION
PROMULGATED  THEREUNDER.
Date  of  Conversion:

Number  of  shares  of  the  Series  D  Preferred  Stock  to  be  converted:


Stock  certificate  no(s).  of  the shares of the Series D Preferred Stock to be
converted:


Conversion  Rate:

Number  of  shares  of  the  Common  Stock  to  be  issued:


Name  in  which  shares  of  the  Common  Stock  are  to  be  issued:




Signature


Printed  Name  and  Address