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                                                                     EXHIBIT 4.4


                               GLOBALSCAPE, INC.,

                             1998 STOCK OPTION PLAN

                           (AS AMENDED MARCH 22, 2001)

         PURPOSE. The purpose of this Plan is to promote the interest of
         GLOBALSCAPE, INC., (the "Company") and its shareholders by providing an
         effective means to attract, retain and increase the commitment of
         certain individuals and to provide such individuals with additional
         incentive to contribute to the success of the Company.

         1.       ELIGIBILITY. Options may be granted under the Plan to
                  directors and employees of, and advisors and consultants to,
                  the Company, or of any parent or subsidiary of the Company (if
                  any) provided, however, in the case of consultants or
                  advisors, that such grant be in consideration of bona fide
                  services rendered by such consultant or advisor and such
                  services not be in connection with the offer or sale of
                  securities in a capital-raising transaction. The Board of
                  Directors or the Committee (defined below), as the case may
                  be, shall select from such eligible class the individuals to
                  whom Options shall be granted from time to time.

         2.       ADMINISTRATION OF THE PLAN. The Plan shall be administered by
                  the Board, or, if a committee (the "Committee") of Directors
                  should unanimously agree, by a committee consisting of at
                  least two "non-employee directors," as defined in Rule 16b-3
                  ("Rule 16b-3") under the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act"). In any event, at such time as
                  the Company becomes a reporting company pursuant to
                  registration of a class of its securities under Section 12 of
                  the Exchange Act, the Plan shall be administered by such a
                  Committee. A quorum of such Committee shall consist of a
                  majority of the members of such Committee, or as may be
                  otherwise provided in the Company's bylaws. The Committee
                  shall hold meetings at such times and places and conduct its
                  business at such meetings as it may determine, subject to any
                  express provisions of the Company's bylaws. Acts of a majority
                  of the Committee members attending at a meeting at which a
                  quorum is present, or such acts as are reduced to or approved
                  in writing by the majority of the members of the Committee,
                  shall be the valid acts of the Committee. The Board of
                  Directors or the Committee, as the case may be, shall from
                  time to time in its discretion determine which individuals
                  shall be granted Options, the amount of shares covered by such
                  Options, and certain other specific terms and conditions of
                  such Options subject to the terms and conditions contained
                  herein. Notwithstanding anything in this Plan to the contrary,
                  the full Board of Directors of the Company shall determine
                  whether any member of the Committee shall be granted

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                  Nonqualified Stock options (as defined below) under the Plan,
                  the terms and provisions of the respective agreements
                  evidencing such options, the times at which such options shall
                  be granted, and the number of shares of Common Stock subject
                  to each such option and shall make all determinations under
                  the Plan with respect to such options (which determinations of
                  the Board of Directors shall be conclusive).

                           The Board of Directors or the Committee, as the case
                  may be, shall have the sole authority and power, subject to
                  the express provisions and conditions hereof, to construe this
                  Plan and the Options granted hereunder, and to adopt,
                  prescribe, amend, and rescind rules and regulations relating
                  to this Plan, and to make all determinations necessary or
                  advisable for administering this Plan. The Board or Committee
                  shall also have the authority and power to modify any
                  provision of this Plan to render the Plan consistent with any
                  amendments to Rule 16b-3 or Form S-8 of the Securities Act of
                  1933, as amended (the "Securities Act"), including amendments
                  which permit the grant of Options on terms which are less
                  restrictive than the terms set forth herein. The
                  interpretation by the Board or Committee of any provision of
                  the Plan with respect to any incentive stock option granted
                  hereunder shall be in accordance with section 422 of the
                  Internal Revenue Code of 1986 and the regulations issued
                  thereunder, as amended from time to time (the "Internal
                  Revenue Code"), in order that the incentive stock options
                  granted hereunder ("Incentive Stock Options") shall constitute
                  "incentive stock options" within the meaning of section 422 of
                  the Internal Revenue Code. Options granted under the Plan
                  which are not intended to be Incentive Stock Options are
                  referred to herein as "Nonqualified Stock Options." The term
                  "Options" as used herein shall refer to Incentive Stock
                  Options and Nonqualified Stock Options, either collectively or
                  without distinction. The interpretation and construction by
                  the Board or Committee, if any, of any provisions of the Plan
                  or of any Option granted hereunder shall be final and
                  conclusive. No member of the Board or the Committee shall be
                  liable for any action or determination made in good faith with
                  respect to the Plan or any Option granted hereunder.

         3.       SHARES SUBJECT TO THE PLAN. Subject to the provisions OF
                  SECTION 6, the number of shares subject to Options granted
                  hereunder shall not exceed 728,571 shares of the company's
                  authorized but unissued or reacquired Common Stock (the
                  "Common Stock"). Such number of shares shall be subject to
                  adjustment as provided in Section 5. Shares that by reason of
                  the expiration, termination, cancellation or surrender of an
                  Option are no longer subject to purchase pursuant to an Option
                  granted under the Plan (other than by reason of exercise of
                  such option) may be reoptioned hereunder.

         4.       TERMS AND CONDITIONS.

                  (A) OPTION PRICE. Each Option shall state the number of shares
                  that may be purchased thereunder, shall expressly designate
                  such Option as an Incentive Stock Option or a Nonqualified
                  Stock Option, and shall state the option price per share

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                  (the "Option Price") which shall be paid in the manner
                  specified in this Section 4(A) in order to exercise such
                  option. The Option Price shall not be less than the lesser
                  of (i) 100% of the fair market value of the shares on the
                  day the Option is granted or (ii) the 10 day moving average
                  of the fair market value of the shares ending on the day the
                  Option is granted with respect to any Nonqualified Stock
                  Option granted under Plan. The Option Price shall not be
                  less than 100% of the fair market value of the shares on the
                  day the Option is granted with respect to any Incentive
                  Stock Option granted under the Plan. For purposes of the
                  Plan, the fair market value per share of the Common Stock on
                  any date shall be deemed to be the closing price of the
                  Common Stock on the principal national securities exchange
                  on which the Common Stock is then listed or admitted to
                  trading, if the Common Stock is then listed or admitted to
                  trading on any national securities exchange. The closing
                  price shall be the last reported sale price regular way, or,
                  in case NO such sale takes place on such day, the average of
                  the closing bid and asked prices regular way, as reported by
                  said exchange. If the Common Stock is not then so listed on
                  a national securities exchange, the fair market value per
                  share of the Common Stock on any date shall be deemed to be
                  the closing price (the last reported sale price regular way)
                  in the over-the-counter market as reported by the NASDAQ
                  National Market System, if the Common Stock closing price is
                  then reported on the NASDAQ National Market System, or, if
                  the Common Stock closing price of the Common Stock is not
                  then reported by the NASDAQ National Market System, shall be
                  deemed to be the mean of the highest closing bid and lowest
                  closing asked price of the Common Stock in the
                  over-the-counter market as reported by the National
                  Association of Securities Dealers Automated Quotation System
                  ("NASDAQ") or, if the Common Stock is not then quoted by
                  NASDAQ, as furnished by any member of the National
                  Association of Securities Dealers, Inc. selected from time
                  to time by the Company for that purpose. If no member of the
                  National Association of Securities Dealers, Inc. furnishes
                  quotes with respect to the Common Stock of the Company, such
                  fair market value shall be determined by resolution of the
                  Committee. Notwithstanding the foregoing provisions of this
                  SECTION 4(A), IF the Committee shall at any time determine
                  that it is impracticable to apply the foregoing methods of
                  determining fair market value, the Committee is empowered to
                  adopt other reasonable methods for such purpose. The
                  Committee may, if it deems it appropriate, engage the
                  services of an independent qualified expert or experts to
                  appraise the value of the Common Stock.

                  Options under the Plan may be exercised by payment of the
                  Option Price in cash or, if the Common Stock is then
                  registered under the Exchange Act and is then traded on NASDAQ
                  or one or more securities exchanges, by delivery of the
                  equivalent fair market value of Common Stock or by a "cashless
                  exercise" procedure in which an Optionee is permitted to
                  exercise an Option by arranging with the Company and his or
                  her broker to deliver the appropriate Option Price from the
                  concurrent market sale of the acquired shares, or a
                  combination of the foregoing (subject to the discretion of the
                  Committee or the Board). An employee's withholding tax due
                  upon exercise of a Nonqualified Stock Option

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                  may be satisfied either by a cash payment or the retention
                  from the exercise of a number of shares of Common Stock with a
                  fair market value equal to the required withholding tax, as
                  the Committee or the Board may permit.

                  In addition, with respect to the exercise of any Nonqualified
                  Stock Option, the Board or the Committee (or an authorized
                  representative) shall advise the optionee, upon receipt of
                  notice of intent to exercise such Option, of the income tax
                  withholding consequences to such Optionee of such exercise,
                  the amount of the appropriate withholding tax and any other
                  payments due by reason thereof. Such Optionee must satisfy all
                  of the preceding payment requirements in order to receive
                  stock upon exercise of such Option.

                  (B) OPTION PERIOD. Any Options granted pursuant to this Plan
                  must be granted by July 31, 2001. Each Option shall state the
                  date upon which it is granted. Each option shall be
                  exercisable during such period as is provided under the terms
                  of the Option, but in no event shall an Option be exercisable
                  after the expiration of ten years from the date of grant.
                  Except in the case of death or disability, Incentive Stock
                  Options may be exercised within three months (or for such
                  shorter period as may be specified in the particular Option)
                  after termination of employment to the extent such Options
                  were exercisable at the date of termination, and Nonqualified
                  Stock Options may be exercised after termination of employment
                  or other service to the Company for such period as may be
                  specified in the particular Option. In the event of the
                  disability of an Optionee, Incentive Stock Options may be
                  exercised for up to one year after disability of the Optionee,
                  to the extent exercisable prior to the date of disability.
                  Nonqualified Stock Options may be exercised following the
                  Optionee's death or disability and Incentive Stock Options may
                  be exercised following the Optionee's death by such Optionee
                  or by his or her estate, heirs, or devisees, as the case may
                  be, for such period thereafter as may be specified in the
                  particular Option.

                  (C) ASSIGNABILITY. An Option granted pursuant to this Plan
                  shall be exercisable during the Optionee's lifetime only by
                  the Optionee and shall not be assignable or transferable by
                  the Optionee (except with the Committees prior written
                  approval, and only in any such additional CIRCUMSTANCES as
                  shall not affect the Plans qualification with the requirements
                  of the incentive stock option provisions of the Internal
                  Revenue Code, the requirements of Rule 16b-3 under the
                  Exchange Act or the plan eligibility requirements for the use
                  of Form S-8 of the Securities Act) , and shall not be subject
                  to levy, attachment or similar process. Upon any other attempt
                  to transfer, assign, pledge or otherwise dispose of Options
                  granted under this Plan, such Options shall immediately
                  terminate and become null and void.

                  (D) LIMIT ON 10% SHAREHOLDER. No Incentive Stock option may be
                      granted under this Plan to any individual who would,
                      immediately after the grant of such Incentive Stock Option
                      directly or indirectly own more than 10% of the total
                      combined voting power of all classes of stock of the
                      Company or of any parent or subsidiary corporation unless
                      (i) such Incentive Stock option is

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                      granted at an Option Price not less than 110% of the
                      fair market value of the shares on the date the Incentive
                      Stock Option is granted, and (ii) such Incentive Stock
                      Option expires, on a date not later than five years from
                      the date the Incentive Stock Option is granted.

                  (E) LIMITS ON OPTIONS. An individual may be granted one or
                      more Options, provided that the aggregate fair market
                      value (determined as of the time the Option is granted) of
                      Common Stock for which an individual may be granted
                      Incentive Stock Options that are first exercisable in any
                      calendar year (under all stock option plans of the Company
                      and any parent or subsidiary corporations, if any) may not
                      exceed $100,000.

                  (F) RIGHTS AS SHAREHOLDER. An Optionee, or a transferee by
                      will or inheritance of an Option has no rights with
                      respect to any shares covered by an Option until the date
                      of the issuance of a stock certificate for such shares and
                      the recording of such issuance upon the Company's stock
                      ledger by its duty appointed, regular transfer agent. No
                      adjustment shall be made for dividends (ordinary or
                      extraordinary, whether in cash, securities or other
                      property) or distributions or other rights for which the
                      record date is prior to such date, except as provided in
                      Section 5 hereof.

                  (G) ADDITIONAL PROVISIONS. The Options authorized under this
                      Plan shall contain shall contain such other provisions as
                      the Board or Committee shall deem advisable, including,
                      without limitation, further restrictions upon the exercise
                      of the Option. Any Incentive Stock Option shall contain
                      such limitations and restrictions upon the exercise of the
                      option as shall be necessary in order that the Option
                      shall be an "incentive stock option" as defined in section
                      422 of the Internal Revenue Code.

                  (H) COMPLIANCE WITH SECURITIES LAWS. At the time, of exercise
                      of any Option, the company may require the Optionee to
                      execute any documents or take any action which may then be
                      necessary to comply with the Securities Act and the rules
                      and regulations adopted thereunder, or any other
                      applicable federal or state laws regulating the sale and
                      issuance of securities, and the Company may, if it deems
                      necessary, include provisions in the Options to assure
                      such compliance. The Company may from time to time change
                      its requirements with respect to enforcing compliance with
                      federal and state securities laws, including the request
                      for, or insistence upon, letters of investment intent,
                      such requirements to be determined by the Company in its
                      judgment as necessary to assure compliance with said
                      securities laws. Such changes may be made with respect to
                      any particular Option or to any stock issued upon exercise
                      thereof.

         5.       ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of
                  any change in the number of issued and outstanding shares of
                  Common Stock which results from a stock split, reverse stock
                  split, the payment of a stock

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                  dividend or any other change in the capital structure of the
                  Company, such as a merger, consolidation, reorganization or
                  recapitalization, the Board or Committee shall appropriately
                  adjust (a) the maximum number of shares which may be issued
                  under this Plan (b) the number of shares subject to each
                  outstanding Option, and (c) the Option Price per share
                  thereof, so that upon exercise of the Option the Optionee
                  shall receive the same number of shares the Optionee would
                  have received had the Optionee been the holder of all shares
                  subject to such outstanding Options immediately before the
                  effective date of such change in the number of issued shares
                  of the Common Stock of the Company. Any such adjustment
                  shall not result in or entitle the Optionee to the issuance
                  of fractional shares. Instead, appropriate adjustments to
                  any such Option and, in the aggregate, all other options of
                  the Company of the same class (that is, Incentive Stock
                  Options or Nonqualified Stock Options) held by each Optionee
                  shall be made so that such Option and other options of the
                  same class, if any, held by any such Optionee cover the
                  greatest whole number of shares of the Common Stock which
                  does not exceed the number of shares which would be covered
                  applying such adjustments in the absence of any restriction
                  on the issuance of fractional shares. Any excess fractional
                  share shall be redeemed in cash at the then-current fair
                  market value of the Common Stock (determined as provided in
                  Section 4(A) hereof) multiplied by the appropriate fraction
                  of a share.

         6.       TERMINATION OR AMENDMENT OF THE PLAN. The Board of Directors
                  may at any time suspend, amend, or terminate this Plan,
                  provided that, except as set forth in Section 5 hereof, no
                  amendment may be adopted that will change the requirement that
                  the Option Price be at least a specified percentage of the
                  fair market value of the Common Stock or change the provisions
                  required for compliance with section 422 of the Internal
                  Revenue Code, except to conform to a change in the
                  requirements of such law or regulations thereof. Except as
                  otherwise specifically provided herein, the Board shall not,
                  without the approval of the shareholders of the Company, amend
                  this Plan so as to materially increase the benefits accruing
                  to Optionees under the Plan, increase the aggregate number of
                  shares that may be issued under this Plan or materially modify
                  the requirements for eligibility for participation in the
                  Plan. No amendment or termination of the Plan shall, without
                  the consent of the Optionee, alter or impair any rights or
                  obligations under any option previously granted under the
                  Plan.