CERTIFICATE OF DESIGNATION

            8% SERIES A CONVERTIBLE PREFERRED STOCK ($0.01 PAR VALUE)
                                       OF
                           THE TRANSLATION GROUP, LTD.

         The Translation Group, Ltd., a Delaware corporation (hereinafter called
the  "Corporation"),  hereby  certifies  that  the  Board  of  Directors  of the
Corporation,  by unanimous consent on April 12, 2000, pursuant to the provisions
of the  General  Corporation  Law of the State of Delaware  and  pursuant to the
authority  expressly  vested in the Board of Directors of the Corporation by its
Certificate of Incorporation, adopted the following Resolutions creating a class
of preferred stock designated as 8% Series A Convertible Preferred Stock:

         RESOLVED,  that,  pursuant to the Certificate of Incorporation  and the
Bylaws of the Corporation (which authorizes 1,000,000 shares of Preferred Stock,
$0.01 par value, none of which are presently issued and outstanding),  the Board
of Directors  hereby fixes the voting powers,  designation  and  preferences and
other special rights,  and  qualifications,  limitations  and  restrictions of a
class of Preferred Stock  designated as 8% Series A Convertible  Preferred Stock
("Preferred Stock").

         RESOLVED,  that the  Preferred  Stock shall be subject to the following
provisions and have the following rights and preferences:

1.  The   Corporation   shall   issue   shares   of   Preferred   Stock  to  Ben
Franklin/Progress  Capital Fund, L.P.,  Mentor Special Situation Fund. L.P., Mr.
Charles  Murray  and Mr.  Edmund  N.  Pressman  (collectively  the  "Investor"),
pursuant and subject to the terms and conditions of each  Convertible  Preferred
Stock  Purchase  Agreement  ("Agreement")  by  and  among  the  Corporation  and
Investor.

2.1 NUMBER.  250,000 shares of the Preferred Stock of the  Corporation  shall be
issued.

2.2 TERMS OF PREFERRED STOCK.

         2.2.1  CONVERSION.  Subject  to the  provisions  set forth  below,  the
holders of the Preferred  Stock shall have the right,  at any time, from time to
time, to convert any or all of such holder's shares of Preferred Stock into such
whole number of fully paid and nonassessable  shares of Common Stock as is equal
to the quotient obtained by dividing (x) the Stated Value ($4.00)  multiplied by
the number of shares of Preferred Stock being  converted,  by (y) the Conversion
Price (as hereinafter in this Section 2.2.1 defined),  as last adjusted and then
in effect, by surrender of the certificates representing the shares of Preferred
Stock to be converted in the manner provided in Section 2.2.2 below. The

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"Conversion  Price" per share at which  shares of Common Stock shall be issuable
upon  conversion  of  shares  of  Preferred  Stock  shall be the  Stated  Value;
PROVIDED,  HOWEVER, that such Conversion Price shall be subject to adjustment as
set forth in Section 2.2.3 hereof.  The holder of any shares of Preferred  Stock
converted  into  shares of Common  Stock  pursuant to this  Section  2.2.1 shall
remain entitled to payment of all accrued but unpaid dividends,  if any, payable
with  respect  to  such  shares  of  Preferred  Stock  up to and  including  the
Conversion Date.

         2.2.2  EXERCISE.  The  holder  of any  shares  of  Preferred  Stock may
exercise the  conversion  right  pursuant to Section  2.2.1 by delivering to the
Corporation  during regular  business hours, at the office of any transfer agent
of the  Corporation  for the  Preferred  Stock or at such other  place as may be
designated by the Corporation, the certificate or certificates for the Preferred
Stock to be  converted  along with an amount  sufficient  to pay any transfer or
similar  tax,  duly  endorsed  or assigned  in blank or to the  Corporation  (if
required by it),  accompanied  by written notice stating that such holder elects
to convert such shares and unless the Common Stock issuable on conversion are to
be  issued  in the same  name as the  name in which  the  Preferred  Stocks  are
registered, each Preferred Stock surrendered for conversion shall be accompanied
by  instruments  of transfer,  in form  satisfactory  to the  Corporation,  duly
executed by the holder or the holder's duly authorized attorney stating the name
or names (with address) in which the certificate or certificates  for the shares
of  Common  Stock  are to be  issued.  Conversion  shall be  deemed to have been
effected with respect to conversion  under Section  2.2.1,  on the date when the
aforesaid  delivery  is  made  and  such  date  is  referred  to  herein  as the
"Conversion Date."  Simultaneous with the conversion being effected,  the shares
of Preferred Stock so converted shall no longer be deemed outstanding,  shall no
longer  be  in  existence  and  shall  not  be  subject  to  reissuance  by  the
Corporation.  As promptly as practicable thereafter, the Corporation shall issue
and deliver to or upon the written order of such holder, at the place designated
by such holder,  a certificate or certificates  for the number of full shares of
Common  Stock to which such holder is entitled and a check or cash in respect of
any  fractional  interest  in a share of Common  Stock,  if any,  as provided in
Section 2.2.2(b)  hereof,  payable with respect to the shares of Preferred Stock
so  converted.  The person in whose name the  certificate  or  certificates  for
Common  Stock are to be issued shall be deemed to have become a  stockholder  of
record on the Conversion  Date unless the transfer books of the  Corporation are
closed on that date, in which event such holder shall be deemed to have become a
stockholder  of record on the next  succeeding  date on which the transfer books
are open,  but the  Conversion  Price shall be that in effect on the  Conversion
Date.

                  (a) Upon  conversion of only a portion of the number of shares
represented by a certificate of Preferred Stock surrendered for conversion,  the
Corporation  shall issue and deliver to or upon the written  order of the holder
of  the  certificate  so  surrendered  for  conversion,  at the  expense  of the
Corporation,  a new certificate covering the number of shares of Preferred Stock
representing  the unconverted  portion of the certificate so surrendered,  which
new certificate shall entitle the holder thereof to dividends on, and all

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other  rights  incident  to the  ownership  of,  the shares of  Preferred  Stock
represented  thereby  to  the  same  extent  as if the  certificate  theretofore
covering such unconverted shares had not been surrendered for conversion.

                  (b) No fractional  shares of Common Stock shall be issued upon
conversion of shares of Preferred  Stock.  Instead of any  fractional  shares of
Common Stock which would  otherwise be issuable upon conversion of any shares of
Preferred Stock, the Corporation  shall pay a cash adjustment in respect of such
fractional  interest  in an amount  equal to the current  Conversion  Price of a
share  of  Common  Stock  multiplied  by such  fractional  interest.  Fractional
interests  shall not be entitled to  dividends,  and the holders of a fractional
interest shall not be entitled to any rights as  stockholders of the Corporation
in  respect of such  fractional  interest.  If more than one share of  Preferred
Stock shall be  surrendered  for  conversion at any one time by the same holder,
the number of full shares of Common Stock issuable upon conversion thereof shall
be computed on the basis of the aggregate number of shares of Preferred Stock so
surrendered.

                  2.2.3  ANTIDILUTION.  The Conversion Price shall be subject to
adjustment  from time to time,  up to and  including  the  Conversion  Date,  as
follows:

                  (a) If the Corporation  shall at any time or from time to time
after the Issue Date (as defined in the  Agreement),  issue any shares of Common
Stock,  Preferred  Stock or other  securities  (including,  without  limitation,
options, warrants, rights to subscribe or purchase, or other rights) convertible
into or  exchangeable  or exercisable  for shares of Common Stock,  in each case
other than  Excluded  Stock (as  defined in Section  2.2.3(e)  hereof),  without
consideration or for a consideration per share less than the Conversion Price in
effect immediately prior to such issuance of such Common Stock,  Preferred Stock
or other  securities,  the Conversion Price in effect  immediately prior to each
such  issuance  shall  forthwith  be  lowered to a price  equal to the  quotient
obtained by dividing  (x) an amount  equal to the product of (I) the  Conversion
Price in effect  immediately prior to such issuance,  multiplied by (II) the sum
of (A) the total number of shares of Common Stock outstanding  immediately prior
to such  issuance on a fully  diluted  basis,  (B) the total number of shares of
Common Stock issuable upon  conversion of Preferred Stock and upon conversion or
exercise of any securities  referred to in Section  2.2.3(e) hereof  immediately
prior to such issuance, and (C) the number of shares of Common Stock which could
have been  purchased  at the  current  Conversion  Price  for the  consideration
received by the Corporation upon such issuance;  by (y) the sum of (I) the total
number of shares of Common Stock outstanding  immediately after such issuance on
a fully  diluted  basis  and (II) the total  number  of  shares of Common  Stock
issuable upon  conversion of Preferred  Stock and upon conversion or exercise of
any securities  referred to in Section  2.2.3(e) hereof  immediately  after such
issuance.

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         For purposes of any adjustment of the Conversion Price pursuant to this
Section 2.2.3(a), the following provisions shall be applicable:

         (1) In  the  case  of the  issuance  of  Common  Stock  for  cash,  the
consideration  shall be deemed to be the  amount  of cash  paid  therefor  after
deducting therefrom any discounts,  commissions or other expenses allowed,  paid
or incurred by the Corporation  for any  underwriting or otherwise in connection
with the issuance and sale thereof.

         (2) In the case of the issuance of Common Stock for a consideration  in
whole or in part  other than cash,  the  consideration  other than cash shall be
deemed to be the fair market value  thereof as  determined  in good faith by the
Board of Directors of the Corporation, irrespective of any accounting treatment.

         (3) In the case of the issuance of (x) options to purchase or rights to
subscribe for Common Stock,  (y) securities by their terms  convertible  into or
exchangeable  for Common Stock or (z) options to purchase or rights to subscribe
for such convertible or exchangeable securities:

                  (I) the  aggregate  maximum  number of shares of Common  Stock
deliverable upon exercise of such options to purchase or rights to subscribe for
Common  Stock  shall be deemed to have been  issued at the time such  options or
rights  were  issued  and  for  a  consideration   equal  to  the  consideration
(determined in the manner  provided in subsection  2.2.3(a)(1)  and  2.2.3(a)(2)
above, if any,  received by the Corporation upon the issuance of such options or
rights plus the minimum  purchase  price  provided in such options or rights for
the Common Stock covered thereby;

                  (II) the  aggregate  maximum  number of shares of Common Stock
deliverable  upon  conversion  of or in  exchange  for any such  convertible  or
exchangeable securities or upon the exercise of options to purchase or rights to
subscribe  for  such  convertible  or  exchangeable  securities  and  subsequent
conversion  or exchange  thereof shall be deemed to have been issued at the time
such  securities  were  issued or such  options or rights  were issued and for a
consideration  received by the  Corporation  for any such securities and related
options or rights (excluding any cash received on account of accrued interest or
accrued dividends), plus the additional consideration, if any, to be received by
the  Corporation  upon the  conversion  or  exchange of such  securities  or the
exercise of any related options or rights (the  consideration in each case to be
determined in the manner  provided in subsections  2.2.3(a)(1)  and  2.2.3(a)(2)
above;

                  (III) on any change in the number of shares or exercise  price
of Common  Stock  deliverable  upon  exercise  of any such  options or rights or
conversions  of or exchange for such  convertible  or  exchangeable  securities,
other than a change  resulting from the  antidilution  provisions  thereof,  the
Conversion Price shall forthwith be readjusted to such

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Conversion  Price  as would  have  obtained  had the  adjustment  made  upon the
issuance of such  options,  rights or  securities  not  converted  prior to such
change been made upon the basis of such change; and

                  (IV) on the  expiration  of any such  options or  rights,  the
termination  of any such rights to convert or exchange or the  expiration of any
options or rights related to such  convertible or exchangeable  securities,  the
Conversion  Price  applicable to the conversion of any shares of Preferred Stock
after the expiration or  termination of any such options,  rights or convertible
or  exchangeable  securities,  the issuance of which caused an adjustment to the
Conversion  Price,  shall be readjusted to such  Conversion  Price as would have
obtained had the  adjustment  made upon the issuance of such options,  rights or
securities or options or rights related to such  securities,  been made upon the
basis of the  issuance  of only the  number of shares of Common  Stock  actually
issued  upon the  exercise of such  options or rights,  upon the  conversion  or
exchange  of such  securities  or upon the  exercise  of the  options  or rights
related to such securities and subsequent conversion or exchange thereof.

                  (b) If, at any time after the Issue Date, the number of shares
of Common Stock  outstanding is increased by a stock dividend  payable in shares
of Common Stock or by a subdivision or split-up of shares of Common Stock, then,
following the record date fixed for the determination of holders of Common Stock
entitled to receive such stock dividend, subdivision or split-up, the Conversion
Price shall be  appropriately  decreased  so that the number of shares of Common
Stock issuable on conversion of each share of Preferred Stock shall be increased
in proportion to such increase in outstanding shares.

                  (c) If, at any time after the Issue Date, the number of shares
of Common Stock  outstanding  is decreased by a combination  of the  outstanding
shares of Common Stock,  then,  following the record date for such  combination,
the  Conversion  Price shall be  appropriately  increased  so that the number of
shares of Common Stock  issuable on conversion of each share of Preferred  Stock
shall be decreased in proportion to such decrease in outstanding shares.

                  (d) In the  event,  at any time after the Issue  Date,  of any
capital  reorganization,  or any  reclassification  of the capital  stock of the
Corporation  (other than a change in par value or from par value to no par value
or from no par  value  to par  value  or as a  result  of a  stock  dividend  or
subdivision,  split-up or combination of shares), or the consolidation or merger
of the Corporation  with or into another person (other than a  consolidation  or
merger in which the Corporation is the continuing corporation and which does not
result in any  change in the Common  Stock) or of the sale or other  disposition
(including by  contribution)  of all or  substantially  all the  properties  and
assets of the  Corporation  as an  entirety to any other  person,  each share of
Preferred   Stock   shall   after   such    reorganization,    reclassification,
consolidation,  merger,  sale or other  disposition be convertible into the kind
and number of shares of stock or other securities or property of the

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Corporation or of the corporation resulting from such consolidation or surviving
such  merger or to which  such  properties  and  assets  shall have been sold or
otherwise  disposed  of to which the  holder  of the  number of shares of Common
Stock  deliverable  (immediately  prior  to the  time  of  such  reorganization,
reclassification,   consolidation,  merger,  sale  or  other  disposition)  upon
conversion  of such share of Preferred  Stock would have been entitled upon such
reorganization,   reclassification,   consolidation,   merger,   sale  or  other
disposition.  The provisions of this Section  2.2.3(d) shall  similarly apply to
successive reorganizations,  reclassification, consolidations, mergers, sales or
other dispositions.

                  (e) "Excluded Stock" shall mean:

                  (1) Common Stock  issued or issuable  pursuant to stock option
plans or stock purchase plans for directors,  officers, employees or consultants
of the Corporation  approved by the Board of Directors of the Corporation not to
exceed 400,000 shares of Common Stock;

                  (2)  issuance of rights or warrants  to  directors,  officers,
employees or consultants of the  Corporation  approved by the Board of Directors
of the Corporation not to exceed 400,000 shares of Common Stock;

                  (3)  Common  Stock  issued  upon the  conversion  of  options,
rights,  warrants and/or convertible  securities  outstanding on the Issue Date;
and

                  (4) securities  issued  pursuant to the acquisition of another
corporation by the  Corporation by merger,  stock  acquisition,  reorganization,
purchase of substantially all of the assets or otherwise whereby the Corporation
owns not less than a majority in voting  power of such other  corporation  after
such transaction.

                  2.2.4  RANK.  With  respect to  dividend  rights and rights on
liquidation, dissolution, winding up, the sale or other disposition, directly or
indirectly, by the Corporation in one or a series of related transactions of all
or  substantially  all of its  assets on a  consolidated  basis or the merger or
consolidation  of the Corporation or any of its principal  subsidiaries  with or
into any other firm, corporation or other legal entity the Preferred Stock ranks
senior to the Junior Stock (as defined in Section2.2.5 hereof).

                  2.2.5 DIVIDENDS.  Holders of Preferred Stock shall be entitled
to receive, with regard to each share of Preferred Stock held, and in preference
to the holders of all classes and series of equity securities of the Corporation
whether now existing or hereafter created ("Junior Stock"), cumulative dividends
in an amount  per share  equal to the 8% per  annum,  multiplied  by the  Stated
Value. Such dividend shall be paid on the 15th day of April,  July,  October and
January.  Dividends  on the  Preferred  Stock for any  period  other than a full
dividend  period shall be computed on the basis of a 360-day year  consisting of
twelve 30 day

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months.  Any unpaid  dividends  hereunder  shall accrue and accumulate and shall
increase  the  Liquidation  Preference  (as  hereinafter  defined).  Except  for
dividends on Junior Stock payable  solely in additional  shares of Junior Stock,
unless all accrued  dividends on all  outstanding  shares of the Preferred Stock
shall be paid or  declared  and set aside for  payment,  no  dividends  shall be
declared,  paid or set apart for payment or any other  distribution  (whether in
cash or obligations  of the  Corporation  or other  properties)  upon any Junior
Stock, nor shall any Junior Stock be redeemed,  purchased or otherwise  acquired
for any  consideration  (or any  money  to be  paid to or made  available  for a
sinking  fund  for the  redemption  of any  shares  of any  such  stock)  by the
Corporation.  Interest  shall  accrue and be payable on any  accrued  but unpaid
dividends  on the  Preferred  Stock at the rate of ten percent  (10%) per annum.
Dividends shall be payable in cash.

                  2.2.6 REDEMPTION  RIGHTS. In the case that the Common Stock of
the Corporation  has traded for at least 20 consecutive  trading days at a price
in excess of $12.00 per share,  on or after March 31, 2002, the  Corporation may
elect to redeem  the  Preferred  Stock at any time  within 90 days from the last
trading day of such 20 day period by written  notice to the holders of Preferred
Stock of its  intention to redeem  wherein a date for  redemption is fixed which
shall  be no less  than 45 days and no more  than 60 days  from the date of said
notice.  The redemption  price shall equal the Purchase Price (as defined in the
Agreement),  plus an amount  equal to all accrued and unpaid  dividends  thereon
(including  any accrued and unpaid  interest) to the date fixed for  redemption.
Provided that, the right of the Corporation to redeem a holder's Preferred Stock
shall  terminate,  regardless of whether a notice of redemption has been mailed,
upon  delivery  to the  Corporation  of a Notice of  Election to Convert by such
holder of the Preferred Stock.

                  2.2.7  REPURCHASE  PROVISIONS.  The  holders of the  Preferred
Stock  shall have the right,  at their  option,  to require the  Corporation  to
purchase the Preferred  Stock then held by them at any time within 90 days after
the fifth  anniversary of the Issue Date by written notice to the Corporation of
its  intention to require the  Corporation  to repurchase  the  Preferred  Stock
wherein a date for  repurchase  is fixed which shall be no less than 45 days and
no more than 60 days from the date of said notice.  The  repurchase  price shall
equal the Purchase Price plus accrued and unpaid  dividends  thereon  (including
any accrued and unpaid interest) to the date of repurchase.

                  2.2.8  RIGHTS  ON  LIQUIDATION.   In  the  event  of  (i)  any
liquidation,  dissolution or winding-up of the Corporation, whether voluntary or
involuntary,  (ii)  consolidation  or merger of the Corporation into or with any
other  entity or entities  which  results in the exchange of at least 50% of the
outstanding   capital  stock  of  the   Corporation   for  securities  or  other
consideration issued or paid or cause to be issued or paid by any such entity or
affiliate thereof,  or (iii) the sale, license or transfer by the Corporation of
all or substantially all of its assets, the holders of shares of Preferred Stock
then  outstanding  shall  be  entitled  to  receive  out  of the  assets  of the
Corporation legally available for distribution to its

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stockholders,  whether from  capital,  surplus or  earnings,  before any payment
shall be made to the holders of any Junior  Stock,  an amount per share equal to
the Stated  Value plus the amount of any  accrued  and unpaid  dividends  on the
Preferred  Stock  (including  any  accrued  and  unpaid   interest)("Liquidation
Preference").  If, upon any such event the assets of the  Corporation  available
for distribution to the stockholders of the Corporation shall be insufficient to
pay the holders of shares of Preferred  Stock the  Liquidation  Preference,  the
holders of the shares of Preferred Stock shall share ratably in any distribution
of the remaining assets and funds of the Corporation.

                  2.2.9  MISCELLANEOUS.  The Preferred Stock shall be non-voting
stock; provided,  however, that the holders of Preferred Stock shall be entitled
to have one  non-voting  observer  present at all meetings of the  Corporation's
Board of Directors.

         RESOLVED,  that  the  officers  of the  Corporation,  and  each of them
singly,  are hereby authorized to prepare,  execute and deliver other documents,
certificates  or agreements as may be required or  appropriate to effectuate the
aforesaid resolutions.

         RESOLVED,  this Unanimous  Written Consent of the Board of Directors of
the  Corporation  may be  delivered  by  facsimile  and  executed in one or more
counterparts,  each of which shall constitute an original and all of which taken
together shall constitute one and the same Consent.

         RESOLVED,  the  actions  taken by the  foregoing  Resolutions  shall be
deemed to have been  taken at the  offices of the  Corporation  on the day first
above written.

         IN WITNESS  WHEREOF,  The  Translation  Group,  Ltd.,  has caused  this
Certificate  to be signed by Charles D.  Cascio,  a Director of The  Translation
Group, Ltd., this 17th day of April 2000.


                           THE TRANSLATION GROUP, LTD.


                                    By:_____________________________________


                                    Name:___________________________________


                                    Title:__________________________________


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