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                                                                    EXHIBIT 10.8

                                PROMISSORY NOTE

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Principal Amount: $70,000.00  Initial Rate: 9.500%   Date of Note: February 1, 2000
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PROMISE TO PAY.  GLOBALSCAPE, INC. ("Borrower") promises to pay to THE FROST
NATIONAL BANK ("Lender"), or order, in lawful money of the United States of
America, the principal amount of Seventy Thousand & 00/100 Dollars ($70,000.00),
together with interest on the unpaid principal balance from February 1, 2000,
until maturity.

PAYMENT.  Subject to any payment changes resulting from changes in the index,
Borrower will pay this loan in 12 payments of $6,141.50 each payment.
Borrower's first payment is due March 1, 2000, and all subsequent payments are
due on the same day of each month after that.  Borrower's final payment will be
due on February 1, 2001, and will be for all principal and all accrued interest
not yet paid.  Payments include principal and interest.  The annual interest
rate for this Note is computed on a 365/360 basis; that is, by applying the
ratio of the annual interest rate over a year of 360 days, multiplied by the
outstanding principal balance, multiplied by the actual number of days the
principal balance is outstanding, unless such calculation would result in a
usurious rate, in which case interest shall be calculated on a per diem basis of
a year of 365 or 366 days, as the case may be.  Borrower will pay Lender at
Lender's address shown above or at such other place as Lender may designate in
writing.  Unless otherwise agreed or required by applicable law, payments will
be applied first to any unpaid collection costs and any late charges, then to
any accrued unpaid interest, and any remaining amount to principal.

VARIABLE INTEREST RATE.  The interest rate on this Note is subject to change
from time to time based on changes in an index which is Lender's Prime Rate (the
"Index").  This is the rate Lender charges, or would charge, on 90-day unsecured
loans to the most creditworthy corporate customers.  This rate may or may not be
the lowest rate available from Lender at any given time.  Lender will tell
Borrower the current Index rate upon Borrower's request.  Borrower understands
that Lender may make loans based on other rates as well.  The Interest rate
change will not occur more often than each day.  The Index currently is 8.500%
per annum.  The interest rate to be applied prior to maturity to the unpaid
principal balance of this Note will be at a rate of 1.00 percentage point over
the index, resulting in an initial rate of 9.500% per annum.  NOTICE:  Under no
circumstances will the interest rate on this Note be more than the maximum rate
allowed by applicable law.  For purposes of this Note, the "maximum rate allowed
by applicable law" means the greater of (a) the maximum rate of interest
permitted under federal or other law applicable to the indebtedness evidenced by
this Note, or (b) the "Weekly Ceiling" as referred to in Section 303.002 and
303.003 of the Texas Finance Code.  Whenever increases occur in the interest
rate, Lender, at its option, may do one or more of the following:  (a) Increase
Borrower's payments to ensure Borrower's loan will pay off by its original final
maturity date, (b) increase Borrower's payments to cover accruing interest, (c)
increase the number of Borrower's payments, and (d) continue Borrower's payments
at the same amount and increase Borrower's final payment.

PREPAYMENT.  Borrower may pay without penalty all or a portion of the amount
owed earlier than it is due.  Early payments will not, unless agreed to by
Lender in writing, relieve Borrower of Borrower's obligation to continue to make
payments under the payment schedule.  Rather, they will reduce the principal
balance due and may result in Borrower making fewer payments.

POST MATURITY RATE.  The Post Maturity Rate on this Note is the maximum rate
allowed by applicable law.  Borrower will pay interest on al sums due after
final maturity, whether by acceleration or otherwise, at that rate, with the
exception of any amounts added to the principal balance of this Note based on
Lender's payment of insurance premiums, which will continue to accrue interest
at the pre-maturity rate.

DEFAULT.  Borrower will be in default if any of the following happens:  (a)
Borrower fails to make any payment when due.  (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term, obligation, covenant, or condition contained in this Note or
any agreement related to this Note, or in any other agreement or loan Borrower
has with Lender. (c) Borrower defaults under any loan, extension of credit,
security agreement, purchase or sales agreement, or any other agreement, in
favor of any other creditor or person that may materially affect any of

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Borrower's property or Borrower's ability to repay this Note or perform
Borrower's obligations under this Note or any of the Related Documents. (d) Any
representation or statement made or furnished to Lender by Borrower or on
Borrower's behalf is false or misleading in any material respect either now or
at the time made or furnished. (e) Borrower becomes insolvent, a receiver is
appointed for any part of Borrower's property, Borrower makes an assignment for
the benefit of creditors, or any proceeding is commenced either by Borrower or
against Borrower under any bankruptcy or insolvency laws. (f) Any creditor tries
to take any of Borrower's property on or in which Lender has a lien or security
interest. This includes a garnishment of any of Borrower's accounts with Lender.
(g) Any guarantor dies or any of the other events described in this default
section occurs with respect to any guarantor of this Note. (h) A material
adverse change occurs in Borrower's financial condition or Lender believes the
prospect of payment or performance of the Indebtedness is impaired. (i) Lender
in good faith deems itself insecure.

LENDER'S RIGHTS.  Upon default, Lender may declare in the entire indebtedness,
including the unpaid principal balance on the Note, all accrued unpaid interest,
and all other amounts, costs and expenses for which Borrower is responsible
under this Note or any other agreement with Lender pertaining to this loan,
immediately due, without notice, and then Borrower will pay that amount.  Lender
may hire an attorney to help collect this Note if Borrower does not pay, and
Borrower will pay Lender's reasonable attorneys' fees.  Borrower also will pay
Lender all other amounts actually incurred by Lender as court costs, lawful fees
for filing, recording, or releasing to any public office any instrument securing
this loan; the reasonable cost actually expended for reprocessing, storing,
prepare for sale, and selling any security; and fees for noting a lien on or
transferring a certificate of title to any motor vehicle offered as security for
this loan, or premiums or indefinable charges received in connection with the
sale of authorized insurance.  This Note has been delivered to Lender and
accepted by Lender in the State of Texas.  If there is a lawsuit, and if the
transaction evidenced by the Note occurred in Bexar County, Borrower agrees upon
Lender's request to submit to the jurisdiction of the courts of Bexar County,
the State of Texas.  This note shall be governed by  and construed in accordance
with the laws of the State of Texas and applicable, Federal law.

RIGHT OF SETOFF. Borrower grants to Lender a contractual security interest in,
and hereby assigns, conveys, delivers, pledges and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's accounts with Lender
(whether checking, savings, or some other account), including without limitation
all accounts held jointly with someone else and all accounts Borrower may open
in the future, excluding however all IRA and Keogh accounts, and all trust
accounts for which the grant of a security interest would be prohibited by law.
Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on this Note against any and all such accounts.

DISHONORED CHECK CHARGE.  In the event a check offered in full or partial
payment on this loan is returned unpaid, lender may charge a fee for the purpose
of defraying the expense incident to handling such returned check, and borrower
agrees to PAY such fee.  the fee shall not exceed the maximum amount permitted
under applicable law.

OTHER CREDITS AFFECTING AVAILABILITY.  Any other credits made available to
Borrower by Lender, such as other loans or letters or credit, may be advanced to
Borrower and/or issued under this line of credit commitment, and any such
advances or issuances shall, in addition to the outstanding advances on this
Note, reduce the outstanding availability on the line of credit.

FACSIMILE DOCUMENTS AND SIGNATURES.  For purposes of negotiating and finalizing
this document, if this document is transmitted by facsimile machine ("fax"), it
shall be treated for all purposes as an original document.  Additionally, the
signature of any party on this document transmitted by way of a fax machine
shall be considered for all purposes as an original signature.  Any such faxed
document shall be considered to have the same binding legal effect as an
original document.  At the request of any party, any faxed document shall be re-
executed by each signatory party in an original form.

WAIVER OF RIGHT TO TRIAL BY JURY. THE PARTIES TO THIS AGREEMENT HEREBY WAIVE
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE
PARTIES HERETO AGAINST THE OTHER TO ENFORCE THIS AGREEMENT, TO COLLECT DAMAGES
FOR THE BREACH OF THIS AGREEMENT, OR

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WHICH IN ANY OTHER WAY ARISE OUT OF, ARE CONNECTED TO OR ARE RELATED TO THIS
AGREEMENT OR THE SUBJECT MATTER OF THIS AGREEMENT. ANY SUCH ACTION SHALL BE
TRIED BY THE JUDGE WITHOUT A JURY.

LINE OF CREDIT. This note evidences a straight line of credit.  Once the total
amount of principal has been advanced, Borrower is not entitled to further loan
advances.  Advances under this Note may be requested orally by Borrower or by an
authorized person.  Lender may, but need not, require that all oral requests be
confirmed in writing.  All communications, instructions, or directions by
telephone or otherwise to Lender are to be directed to Lender's office shown
above.  Borrower agrees to be liable for all sums either:  (a) advanced in
accordance with the instructions of an authorized person or (b) credited to any
of Borrower's accounts with Lender.  The unpaid principal balance owing on this
Note at any time may be evidenced by endorsement on this Note or by Lender's
internal records, including daily computer print-outs.  Lender will have no
obligation to advance funds under this Note if:  (a) Borrower or any guarantor
is in default under the terms of this Note or any agreement that Borrower or any
guarantor has with Lender, including any agreement made in connection with the
signing of this Note; (b) Borrower or any guarantor ceases doing business or is
insolvent; (c) any guarantor seeks, claims or otherwise attempts to limit,
modify or revoke such guarantor's guarantee of this Note or any other loan with
Lender; (d) Borrower has applied funds provided pursuant to this Note for
purposes other than those authorized by Lender; or (e) Lender in good faith
deems itself insecure under this Note or any other agreement between Lender and
Borrower.

LATE CHARGE.  If a payment is made 10 days or more late, Borrower will be
charged, in addition to interest, a delinquency charge of (i) 5% of the unpaid
portion of the regularly scheduled payment, or (ii) $250.00, whichever is less.
Additionally, upon maturing of this Note, if the outstanding principal balance
(plus all accrued but unpaid interest) is not paid within 10 days of the
maturity date, Borrower will be charged a delinquency charge of (i) 5% of the
sum of the outstanding principal balance (plus all accrued but unpaid interest),
or (ii) $250.00, whichever is less.  Borrower agrees with Lender that the
charges set forth herein are reasonable compensation to Lender for the handling
of such late payments.

FINANCIAL INFORMATION.  Borrower agrees to promptly furnish such financial
information and statements, including financial statements in a format
acceptable to Lender, lists of assets and liabilities, agings or receivables and
payables, inventory schedules, budgets, forecasts, tax returns, and other
reports with respect to Borrower's financial condition and business operations
as Lender may request from time to time.  This provision shall not alter the
obligation of Borrower to deliver to Lender any other financial statements or
reports pursuant to the terms of any other loan documents executed in connection
with this Note.

ARBITRATION.  Lender and Borrower agree that all disputes, claims and
controversies between them, whether individual, joint, or class in nature,
arising from the Note or otherwise, including without limitation contract and
tort disputes, shall be arbitrated pursuant to the Commercial Arbitration Rules
of the American Arbitration Association, upon written request of either party.
The party that requests arbitration has the burden to initiate the arbitration
proceedings pursuant to and by complying the Commercial Arbitration Rules of the
American Arbitration Association and shall pay all associated administrative and
filing fees.  The arbitration shall be conducted in the City of San Antonio,
Bexar County, Texas, and administered by the American Arbitration Association.
All arbitration hearings will be commenced within sixty (60) days of the written
request for arbitration, and if the arbitration hearing is not commenced within
the sixty (60) days, the party that requested arbitration shall have waived its
election to arbitrate.  No act to take or dispose of any collateral securing the
Note shall constitute a waiver of this arbitration agreement or be prohibited by
this arbitration agreement.  This includes, without limitation, obtaining
injunctive relief or a temporary restraining order; invoking a power of sale
under any deed of trust or mortgage; obtaining a writ of attachment or
imposition of a receiver; or exercising any rights relating to personal
property, including taking or disposing of such property with or without
judicial process pursuant to Article 9 of the Uniform Commercial Code.  Any
disputes, claims, or controversies concerning the lawfulness or reasonableness
of any act, or exercise of any right, concerning any collateral securing the
Note, including any claim to rescind, reform, or otherwise modify any agreement
relating to the collateral securing the Note, shall also be arbitrated, provided
however that no arbitrator shall have the right or the power to enjoin or
restrain any act of any party.  Judgment upon any award rendered by any
arbitrator may be entered in any court having

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jurisdiction. Nothing in the note shall preclude any party from seeking
equitable relief form a court of competent jurisdiction. The statute of
limitations, estoppel, waiver, laches, and similar doctrines which would
otherwise be applicable in an action brought by a party shall be applicable in
any arbitration proceeding, and the commencement of an arbitration proceeding
shall be deemed the commencement of an action for these purposes. The federal
Arbitration Act shall apply to the construction, interpretation, and enforcement
of this arbitration provision.

GENERAL PROVISIONS.  If any part of this Note cannot be enforced, this fact will
not affect the rest of the Note.  In particular, this section means (among other
things) that Borrower doses not agree or intend to pay, and Lender does not
agree or intend to contract for, charge, collect, take, reserve or receive
(collectively referred to herein as "charge or collect"), any amount in the
nature of interest or in the nature of a fee for this loan, which would in any
way or event (including demand, prepayment, or acceleration) cause Lender to
charge or collect more of this loan than the maximum Lender would be permitted
to charge or collect by federal law or the law of the State of Texas (as
applicable).  Any such excess interest or unauthorized fee shall, instead of
anything stated to the contrary, be applied first to reduce the principal
balance of this loan, and when the principal has been paid in full, be refunded
to Borrower.  The right to accelerate maturity of sums due under this Note does
not include the right to accelerate any interest which has not otherwise accrued
on the date of such acceleration, and Lender does not intend to charge or
collect any unearned interest in the event of acceleration.  All sums paid or
agreed to be paid to Lender for the use, forbearance or detention of sums due
hereunder shall, to the extent permitted by applicable law, be amortized,
prorated, allocated and spread throughout the full term of the loan evidenced by
this Note until payment in full so that the rate of amount of interest on
account of the loan evidenced hereby does not exceed the applicable usury
ceiling.  Lender may delay or forgo enforcing any of its rights or remedies
under this Note without losing them.  Borrower and any other person who signs,
guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, protest, notice of dishonor, notice of intent
to accelerate the maturity of this Note, and notice of acceleration of the
maturity of this Note.  Upon any change in the terms of this Note, and unless
otherwise expressly stated in writing, no party who signs this Note, whether as
maker, guarantor, accommodation maker or endorser, shall be released from
liability.  All such parties agree that Lender may renew or extend (repeatedly
and for any length of time) this loan, or release any party or guarantor or
collateral; or impair, fail to realize upon or perfect Lender's security
interest in the collateral without the consent of or notice to anyone.  All such
parties also agree that Lender may modify this loan without the consent of or
notice to anyone other than the party with whom the modification is made.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.  BORROWER AGREES TO
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.

BORROWER:

GLOBALSCAPE, INC.

By:  /s/ Sandra Poole Christal       By:  /s/ H. Douglas Saathoff
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  SANDRA POOLE-CHRISTAL, President      H. DOUGLAS SAATHOFF, Secretary/Treasurer

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