Principal Amount $____________









EXHIBIT 10.28




 




Principal

Amount: $50,000.00




Dated:

February 15, 2002




 




NOTE




 




This Note is made and entered into effect as of this

15th day of February, 2002 by and between ATSI Communications, Inc.,

a Delaware corporation (“ATSI”) with its principal place of business located at

6000 Northwest Parkway, Suite 110, San Antonio, Texas, and TeleSpan, Inc.

(“Accomodation Maker”), a Texas corporation and wholly-owned subsidiary of ATSI

located at 6000 Northwest Parkway, San Antonio, Texas, and GlobalSCAPE, Inc. (“Lender”),

located at 6000 Northwest Parkway, Suite 100, San Antonio, Texas.




 




For value received, ATSI promises to pay FIFTY

THOUSAND U.S. Dollars ($50,000) to the order of Lender at 6000 Northwest

Parkway, Suite 100, San Antonio, Texas, or such other place in San Antonio,

Texas as Lender may designate in writing, with interest on the unpaid principal

amount at the rate of twelve percent (12%) per annum until paid in full with a

final maturity of April 30, 2002. Lender may charge interest on overdue amounts

at the lesser of one percent (1.0%) per month or the highest non-usurious rate

permitted by applicable law.




 




TeleSpan executes this Note as Accomodation Maker as

defined in the Texas Uniform Commercial Code and has simultaneously executed

the Security Agreement dated this date to secure its obligation under this

Note.




 




Upon and at any time after any Default (as defined

below) all amounts due under this Note, at the option of Lender and without

demand, notice or legal process of any kind, may be declared and immediately

shall become due and payable.  

“Default” shall mean the occurrence or existence of any one or more of

the following events or conditions:  (i)

ATSI fails to pay when due any amount due under this Note and fails to cure

such late payment within five (5) days following written receipt of notice of

the late payment; or (ii) ATSI makes an assignment for the benefit of

creditors, or any proceeding is filed or commenced by or against ATSI under any

bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of

debt or receivership law or statute, and any such proceeding remains

undismissed or unstayed for a period of 30 days, or any of the actions sought

in any such proceeding (including, without limitation, the entry of an order

for relief against, or the appointment of a receiver, trustee, custodian or

other similar official for, ATSI or for any substantial part of its property)

shall occur, or ATSI shall take any action to authorize any of the actions set

forth above in this subsection.




 




ATSI hereby waives presentment, demand of payment,

protest or notice with respect to the indebtedness evidenced by this Note

including, without limitation, notice the Note, or any portion thereof, is due.




 





























 




If Lender prevails in any action to collect on or

enforce this Note or claims arising from the execution of this Note, then

Lender’s reasonable attorneys’ fees and costs will also be payable under this

Note.




 




Neither party may assign this Note without the prior

written consent of the other, which shall not be unreasonably withheld.




 




This Note may be modified only by a written document

that refers specifically to this Note and is signed by both parties.  A party’s failure or delay in enforcing any

provision of this Note will not be deemed a waiver of that party’s rights with

respect to that provision or any other provision of this Note.  A party’s waiver of any of its rights under

this Note is not a waiver of any of its other rights with respect to a prior,

contemporaneous or future occurrence, whether similar in nature or not. This

Note shall be binding upon and inure to the benefit of the successors and

assigns of the parties hereto.




 




THIS NOTE SHALL BE GOVERNED BY THE LAWS OF THE STATE

OF TEXAS, AND LENDER AGREES TO SUBMIT TO THE JURISDICATION OF THE COURTS OF THE

STATE OF TEXAS FOR ALL PURPOSES.  SOLE

AND EXCLUSIVE VENUE FOR ANY DISPUTE OR DISAGREEMENT ARISING UNDER OR RELATING

TO THIS NOTE SHALL BE IN A COURT SITTING IN BEXAR COUNTY, SAN ANTONIO, TEXAS.




 




MADE this 15th day of February, 2002.




 




 




	

  ATSI

  Communications, Inc.


  	

  GlobalSCAPE,

  Inc.


  
	

   


  	

   


  
	

   


  	

   


  
	

  By:


  	

  /s/ H. Douglas Saathoff


  	

   


  	

  By:


  	

  /s/ Tim Nicolaou


  	

   


  
	

  H. Douglas Saathoff


  	

  Tim Nicolaou


  
	

  Chief Financial

  Officer


  	

  Chief Executive Officer


  
						





 




	

  TeleSpan Inc. as Accomodation Maker  


  
	

   


  	

   


  
	

   


  	

   


  
	

  By:


  	

  /s/ H. Douglas Saathoff


  	

   


  
	

  H. Douglas Saathoff


  	

   


  
	

  Chief Financial

  Officer