<PAGE>

                                                                     EXHIBIT 4.3

                               GLOBALSCAPE, INC.
                            2000 STOCK OPTION PLAN

                                   ARTICLE I
                                   THE PLAN

     1.1       Name.  This Plan shall be known as the "GLOBALSCAPE, INC. 2000
               ----
Stock Option Plan."  Capitalized terms used herein are defined in Article VII
hereof.

     1.2       Purpose.  The purpose of the Plan is to promote the growth and
               -------
general prosperity of the Company by permitting the Company to grant to key
Employees, Nonemployee Directors, and Advisors Options to purchase Common Stock
of the Company. The Plan is designed to help the Company and its subsidiaries
and affiliates attract and retain superior personnel for positions of
substantial responsibility and to provide key Employees, Nonemployee Directors,
and Advisors with an additional incentive to contribute to the success of the
Company. The Company intends that Incentive Stock Options granted pursuant to
Article III shall qualify as "incentive stock options" within the meaning of
Section 422 of the Code.

     1.3       Effective Date.  The Plan shall become effective upon the
               --------------
Effective Date.

     1.4       Eligibility to Participate.  Any key Employee, Nonemployee
               --------------------------
Director, or Advisor shall be eligible to participate in the Plan. Subject to
the following provisions, the Committee may grant Options in accordance with
such determinations as the Committee from time to time in its sole discretion
shall make; provided, however, that Incentive Stock Options may be granted only
to persons who are Employees.

     1.5       Shares Subject to the Plan.  The shares of Common Stock to be
               --------------------------
issued pursuant to the Plan shall be either authorized and unissued shares of
Common Stock or shares of Common Stock issued and thereafter acquired by the
Company.

     1.6       Maximum Number of Plan Shares.  Subject to adjustment pursuant
               -----------------------------
to the provisions of Section 5.2, and subject to any additional restrictions
elsewhere in the Plan, the maximum aggregate number of shares of Common Stock
that may be issued and sold hereunder shall be 3,660,000. No more than 3,660,000
shares of Common Stock shall be available for Incentive Stock Options. Subject
to adjustment pursuant to the provisions of Section 5.2, and subject to any
additional restrictions elsewhere in the Plan, the maximum aggregate number of
shares of Common Stock with respect to which Options may be granted to any
Optionee during the term of the Plan shall not exceed 2,000,000 shares.

     1.7       Options and Stock Granted Under Plan.  If an Option terminates
               ------------------------------------
without being wholly exercised, new Options may be granted hereunder covering
the number of Plan Shares to which such Option termination relates. Moreover,
when an Option is exercised in whole or in part, the number of Plan Shares then
available for issuance hereunder shall be increased by a number of shares equal
to the number of Plan Shares to which the exercise relates.

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     1.8       Conditions Precedent.  The Company shall not issue any
               --------------------
certificate for Plan Shares pursuant to the Plan prior to fulfillment of all of
the following conditions:

               (a)  The admission of the Plan Shares to listing on all stock
     exchanges on which the Common Stock is then listed, unless the Committee
     determines in its sole discretion that such listing is neither necessary
     nor advisable;

               (b)  The completion of any registration or other qualification
     of the offer or sale of the Plan Shares under any federal or state law or
     under the rulings or regulations of the Securities and Exchange Commission
     or any other governmental regulatory body that the Committee shall in its
     sole discretion deem necessary or advisable; and

               (c)  The obtaining of any approval or other clearance from any
     federal or state governmental agency that the Committee shall in its sole
     discretion determine to be necessary or advisable.

     1.9       Reservation of Shares of Common Stock.  During the term of the
               -------------------------------------
Plan, the Company shall at all times reserve and keep available such number of
shares of Common Stock as shall be necessary to satisfy the requirements of the
Plan as to the number of Plan Shares. In addition, the Company shall from time
to time, as is necessary to accomplish the purposes of the Plan, seek or obtain
from any regulatory agency having jurisdiction any requisite authority that is
necessary to issue Plan Shares hereunder. The inability of the Company to obtain
from any regulatory agency having jurisdiction the authority deemed by the
Company's counsel to be necessary to the lawful issuance of any Plan Shares
shall relieve the Company of any liability in respect of the nonissuance of Plan
Shares as to which the requisite authority shall not have been obtained.

     1.10      Tax Withholding.
               ---------------

               (a)  Condition Precedent.  The issuance of Plan Shares is subject
                    -------------------
     to the condition that if at any time the Committee shall determine, in its
     discretion, that the satisfaction of withholding tax or other withholding
     liabilities under any federal, state or local law is necessary or desirable
     as a condition of, or in connection with, such issuances, then the
     issuances shall not be effective unless the withholding shall have been
     effected or obtained in a manner acceptable to the Committee.

               (b)  Manner of Satisfying Withholding Obligation.  When a
                    -------------------------------------------
     Participant is required by the Committee to pay to the Company an amount
     required to be withheld under applicable income tax laws in connection with
     the exercise of an Option, such payment may be made (i) in cash, (ii) by
     check, (iii) if permitted by the Committee, by delivery to the Company of
     shares of Common Stock already owned by the Participant having a Fair
     Market Value on the Tax Date equal to the amount required to be withheld,
     (iv) if permitted by the Committee, through the withholding by the Company
     of a portion of the Plan Shares acquired upon the exercise of the Options
     (if applicable) having a Fair Market Value on the Tax Date equal to the
     amount required to be withheld, or (v) in any other form of valid
     consideration, as permitted by the Committee in its discretion.

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               (c)  Notice of Disposition of Stock Acquired Pursuant to
                    ---------------------------------------------------
     Incentive Stock Options.  The Company may require as a condition to the
     -----------------------
     issuance of Plan Shares covered by any Incentive Stock Option that the
     party exercising such Option give a written representation to the Company,
     which is satisfactory in form and substance to its counsel and upon which
     the Company may reasonably rely, that he shall report to the Company any
     disposition of such shares prior to the expiration of the holding periods
     specified by Section 422(a)(1) of the Code. If and to the extent that the
     realization of income in such a disposition imposes upon the Company
     federal, state or local withholding tax requirements, or any such
     withholding is required to secure for the Company an otherwise available
     tax deduction, the Company shall have the right to require that the
     recipient remit to the Company an amount sufficient to satisfy those
     requirements; and the Company may require as a condition to the issuance of
     Plan Shares covered by an Incentive Stock Option that the party exercising
     such Option give a satisfactory written representation promising to make
     such a remittance.

     1.11      Exercise of Options.
               -------------------

               (a)  Method of Exercise.  Each Option shall be exercisable in
                    ------------------
     accordance with the terms of the Option Agreement pursuant to which the
     Option was granted.  No Option may be exercised for a fraction of a Plan
     Share.

               (b)  Payment of Purchase Price.  The purchase price of any Plan
                    -------------------------
     Shares Purchased shall be paid at the time of exercise of the Option either
     (i) in cash, (ii) by certified or cashier's check, (iii) if permitted by
     the Committee, by shares of Common Stock, (iv) if permitted by the
     Committee, by cash or certified or cashier's check for the par value of the
     Plan Shares plus a promissory note for the balance of the purchase price,
     which note shall provide for full personal liability of the maker and shall
     contain such terms and provisions as the Committee may determine, including
     without limitation the right to repay the note partially or wholly with
     Common Stock, (v) by delivery of a copy of irrevocable instructions from
     the Optionee to a broker or dealer, reasonably acceptable to the Company,
     to sell certain of the Plan Shares purchased upon exercise of the Option or
     to pledge them as collateral for a loan and promptly deliver to the Company
     the amount of sale or loan proceeds necessary to pay such purchase price,
     or (vi) in any other form of valid consideration, as permitted by the
     Committee in its discretion. If any portion of the purchase price or a note
     given at the time of exercise is paid in shares of Common Stock, those
     shares shall be valued at the then Fair Market Value.

     1.12      Written Notice Required.  Any Option shall be deemed to be
               -----------------------
exercised for purposes of the Plan when written notice of exercise has been
received by the Company at its principal office from the person entitled to
exercise the Option and payment for the Plan Shares with respect to which the
Option is exercised has been received by the Company in accordance with Section
1.11.

     1.13      Compliance with Securities Laws.  Plan Shares shall not be
               -------------------------------
issued with respect to any Option unless the issuance and delivery of the Plan
Shares and the exercise of an Option shall comply with all relevant provisions
of state and federal law (including without limitation (i) the Securities Act
and the rules and regulations promulgated thereunder, and (ii) the requirements
of any stock exchange upon which the Plan Shares may then be listed) and shall
be further subject to the approval of counsel for the Company with respect to
such compliance. The Committee may also

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require a Participant to furnish evidence satisfactory to the Company, including
without limitation a written and signed representation letter and consent to be
bound by any transfer restrictions imposed by law, legend, condition, or
otherwise, that the Plan Shares are being acquired only for investment and
without any present intention to sell or distribute the shares in violation of
any state or federal law, rule, or regulation. Further, each Participant shall
consent to the imposition of a legend on the certificate representing the Plan
Shares issued pursuant to the exercise of an Option restricting their transfer
as required by law or this section.

     1.14      Employment or Service of Optionee.  Nothing in the Plan or in any
               ---------------------------------
Option granted hereunder shall confer upon any Employee any right to continued
employment by the Company or any of its subsidiaries or affiliates or limit in
any way the right of the Company or any of its subsidiaries or affiliates  at
any time to terminate or alter the terms of that employment.  Nothing in the
Plan or in any Option granted hereunder shall confer upon any Nonemployee
Director or Advisor any right to continued service as a Nonemployee Director or
Advisor of the Company or any of its subsidiaries or affiliates or limit in any
way the right of the Company or any of its subsidiaries or affiliates at any
time to terminate or alter the terms of that service.

     1.15      Rights of Optionees Upon Termination of Employment or Service.
               -------------------------------------------------------------
In the event an Optionee ceases to be an Employee, Nonemployee Director, or
Advisor for any reason other than death, Permanent Disability, or Cause (i) the
Committee shall have the ability to accelerate the vesting of the Optionee's
Option, in its sole discretion, and (ii) such Optionee's Option shall be
exercisable (to the extent exercisable on the date of termination of employment
or rendition of services, or, if the vesting of such Option has been
accelerated, to the extent exercisable following such acceleration) at any time
within three months after the date of termination of employment or rendition of
services, unless by its terms the Option expires earlier or unless, with respect
to a Nonqualified Stock Option, the Committee agrees, in its sole discretion, to
further extend the term of such Nonqualified Stock Option. In the event an
Optionee ceases to serve as an Employee, Nonemployee Director, or Advisor due to
death, Permanent Disability, or Cause, the Optionee's Options may be exercised
as follows:

               (a)  Death.  Except as otherwise limited by the Committee at the
     date of the grant of an Option, if an Optionee dies while serving as an
     Employee, Nonemployee Director, or Advisor or within three months after
     ceasing to be an Employee, Nonemployee Director, Advisor, his Option shall
     become fully exercisable on the date of his death and shall expire 12
     months thereafter, unless by its terms it expires sooner or unless, with
     respect to a Nonqualified Stock Option, the Committee agrees, in its sole
     discretion, to further extend the term of such Nonqualified Stock Option.
     During such period, the Option may be fully exercised, to the extent that
     it remains unexercised on the date of death, by the Optionee's personal
     representative or by the distributees to whom the Optionee's rights under
     the Option shall pass by will or by the laws of descent and distribution.

               (b)  Disability.  If an Optionee ceases to serve as an Employee,
     Nonemployee Director, or Advisor as a result of Permanent Disability, the
     Optionee's Option shall become fully exercisable and shall expire 12 months
     thereafter, unless by its terms it expires sooner or, unless, with respect
     to a Nonqualified Stock Option, the Committee agrees, in its sole
     discretion, to extend the term of such Nonqualified Stock Option.

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               (c)  Cause.  If an Optionee ceases to be employed by the Company
     or a subsidiary or affiliate thereof or ceases to serve as a Nonemployee
     Director or Advisor because the Optionee's relationship with the Company,
     subsidiary or affiliate is terminated for Cause, the Optionee's Options
     shall automatically expire on the date of such termination. If any facts
     that would constitute Cause for termination or removal of an Optionee are
     discovered after the Optionee's relationship with the Company or the
     subsidiary or affiliate has ended, any Options then held by the Optionee
     may be immediately terminated by the Committee. Notwithstanding the
     foregoing, if an Optionee is an Employee employed pursuant to a written
     employment agreement with the Company or a subsidiary or affiliate thereof,
     the Optionee's relationship with the Company or a subsidiary or affiliate
     thereof shall be deemed terminated for Cause for purposes of the Plan only
     if the Optionee is considered under the circumstances to have been
     terminated "for cause" for purposes of such written agreement or the
     Optionee voluntarily ceases to be an Employee in breach of such Optionee's
     employment agreement with the Company or a subsidiary or affiliate thereof.

     1.16      Transferability of Options.  Except as the Committee may
               --------------------------
otherwise provide, Options shall not be transferable other than by will or the
laws of descent and distribution or, with respect to Nonqualified Stock Options,
pursuant to the terms of a qualified domestic relations order as defined by the
Code or Title I of ERISA, or the rules thereunder, and, with respect to
Incentive Stock Options, may be exercised during the lifetime of an Optionee
only by that Optionee or by his legally authorized representative. The
designation by an Optionee of a beneficiary shall not constitute a transfer of
the Option. The Committee may, in its discretion, provide in an Option Agreement
that Nonqualified Stock Options granted hereunder may be transferred by the
Optionee to members of his immediate family, trusts for the benefit of such
immediate family members and partnerships in which such immediate family members
are the only partners.


                                  ARTICLE II
                                ADMINISTRATION

     2.1       Committee.  The Plan shall be administered by a Committee, which
               ---------
shall be appointed by the Board; in the absence of such an appointment, the
Committee shall consist of the entire Board. The Board shall determine in its
discretion the extent to which members of the Committee shall be required to be
"Non-Employee Directors" within the meaning of Rule 16b-3 under the Exchange Act
or "outside directors" within the meaning of Section 162(m) of the Code and the
regulations thereunder. Subject to the provisions of the Plan, the Committee
shall have the sole discretion and authority to determine from time to time the
Employees, Non-Employee Directors, and Advisors to whom Options shall be granted
and the number of Plan Shares subject to each Option, to interpret the Plan, to
prescribe, amend and rescind any rules and regulations necessary or appropriate
for the administration of the Plan, to determine and interpret the details and
provisions of each Option Agreement, to modify or amend any Option Agreement or
waive any conditions or restrictions applicable to any Options (or the exercise
thereof), and to make all other determinations necessary or advisable for the
administration of the Plan. The Board may remove any member of the Committee,
with or without cause.

     2.2       Majority Rule; Unanimous Written Consent.  A majority of the
               ----------------------------------------
members of the Committee shall constitute a quorum, and any action taken by a
majority present at a meeting at

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which a quorum is present or any action taken without a meeting evidenced by a
writing executed by all members of the Committee shall constitute the action of
the Committee. Meetings of the Committee may take place by telephone conference
call.

     2.3       Company Assistance.  The Company shall supply full and timely
               ------------------
information to the Committee on all matters relating to Employees, Nonemployee
Directors, and Advisors, their employment, death, Permanent Disability, or other
termination of employment or other relationship with the Company, and such other
pertinent facts as the Committee may require.  The Company shall furnish the
Committee with such clerical and other assistance as is necessary in the
performance of its duties.

     2.4       Exculpation of Committee.  No member of the Committee shall be
               ------------------------
personally liable for, and the Company shall indemnify all members of the
Committee and hold them harmless against, any claims resulting directly or
indirectly from any action or inaction by the Committee pursuant to the Plan.


                                 ARTICLE III
                            INCENTIVE STOCK OPTIONS

     3.1       Terms and Conditions.  The terms and conditions of Options
               --------------------
granted under this Article may differ from one another as the Committee shall,
in its discretion, determine, as long as all Options granted under this Article
satisfy the requirements of this Article.

     3.2       Duration of Options.  Each Option granted pursuant to this
               -------------------
Article and all rights thereunder shall expire on the date determined by the
Committee, but in no event shall any Option granted under this Article expire
earlier than one year or later than 10 years after the date on which the Option
is granted. In addition, each Option shall be subject to early termination as
provided elsewhere in the Plan.

     3.3       Purchase Price.  The purchase price for Plan Shares acquired
               --------------
pursuant to the exercise, in whole or in part, of any Option granted under this
Article shall not be less than the Fair Market Value of the Plan Shares at the
time of the grant of the Option; provided, however, in the event of the grant of
any Option to an individual who, at the time the Option is granted, owns shares
of stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company or any subsidiary or affiliate thereof within
the meaning of Section 422 of the Code, the purchase price for the Plan Shares
subject to that Option must be at least 110% of the Fair Market Value of those
Plan Shares at the time the Option is granted and the Option must not be
exercisable after the expiration of five years from the date of its grant.

     3.4       Maximum Amount of Options First Exercisable in Any Calendar Year.
               ----------------------------------------------------------------
The aggregate Fair Market Value of Plan Shares (determined at the time the
Option is granted) with respect to which Options issued under this Article are
exercisable for the first time by any Employee during any calendar year under
all incentive stock option plans of the Company and its Subsidiaries and
affiliates shall not exceed $100,000. Any portion of an Option granted under the
Plan in excess of the foregoing limit shall be considered granted pursuant to
Article IV.

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     3.5       Individual Option Agreements.  Each Employee receiving Options
               ----------------------------
pursuant to this Article shall be required to enter into a written Option
Agreement with the Company.  In such Option Agreement, the Employee shall agree
to be bound by the terms and conditions of the Plan, the Options made pursuant
hereto, and such other matters as the Committee deems appropriate.


                                  ARTICLE IV
                          NONQUALIFIED STOCK OPTIONS

     4.1       Option Terms and Conditions.  The terms and conditions of Options
               ---------------------------
granted under this Article may differ from one another as the Committee shall,
in its discretion, determine as long as all Options granted under this Article
satisfy the requirements of this Article.

     4.2       Duration of Options.  Each Option granted pursuant to this
               -------------------
Article and all rights thereunder shall expire on the date determined by the
Committee. In addition, each Option shall be subject to early termination as
provided elsewhere in the Plan.

     4.3       Purchase Price.  The purchase price for the Plan Shares acquired
               --------------
pursuant to the exercise, in whole or in part, of any Option granted under this
Article shall not be less than the Fair Market Value of the Plan Shares at the
time of the grant of the Option.

     4.4       Individual Option Agreements.  Each Optionee receiving Options
               ----------------------------
pursuant to this Article shall be required to enter into a written Option
Agreement with the Company.  In such Option Agreement, the Optionee shall agree
to be bound by the terms and conditions of the Plan, the Options made pursuant
hereto, and such other matters as the Committee deems appropriate.


                                   ARTICLE V
                    TERMINATION, AMENDMENT, AND ADJUSTMENT

     5.1       Termination and Amendment.  The Plan shall terminate with
               -------------------------
respect to Incentive Stock Options on the date that is ten years after the
Effective Date and with respect to Nonqualified Stock Options on the date that
is fifty years after the Effective Date. No Option shall be granted under the
Plan after the respective date of termination. Subject to the limitations
contained in this section, the Committee may at any time amend or revise the
terms of the Plan, including the form and substance of the Option Agreements to
be used in connection herewith; provided that no amendment or revision may be
made without the approval of the shareholders of the Company if such approval is
required under the Code, Rule 16b-3, or any other applicable law or rule. No
amendment, suspension, or termination of the Plan shall, without the consent of
the individual who has received an Option, alter or impair any of that
individual's rights or obligations under any Option granted under the Plan prior
to that amendment, suspension, or termination.

     5.2       Adjustments.  If the outstanding Common Stock is increased,
               -----------
decreased, changed into, or exchanged for a different number or kind of shares
or securities through merger, consolidation, combination, exchange of shares,
other reorganization, recapitalization, reclassification, stock dividend, stock
split, or reverse stock split, an appropriate and proportionate adjustment shall
be made in the maximum number and kind of Plan Shares as to which Options may

                                    Page 7
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be granted under the Plan. A corresponding adjustment changing the number or
kind of shares allocated to unexercised Options or portions thereof that shall
have been granted prior to any such change shall likewise be made. Any such
adjustment in outstanding Options shall be made without change in the aggregate
purchase price applicable to the unexercised portion of the Options, but with a
corresponding adjustment in the price for each share covered by the Options. The
foregoing adjustments and the manner of application of the foregoing provisions
shall be determined solely by the Committee, and any such adjustment may provide
for the elimination of fractional share interests.


                                  ARTICLE VI
                                 MISCELLANEOUS

     6.1       Other Compensation Plans.  The adoption of the Plan shall not
               ------------------------
affect any other stock option or incentive or other compensation plans in effect
for the Company or any subsidiary or affiliate of the Company, nor shall the
Plan preclude the Company or any subsidiary or affiliate thereof from
establishing any other forms of incentive or other compensation plans.

     6.2       Plan Binding on Successors.  The Plan shall be binding upon the
               --------------------------
successors and assigns of the Company and any subsidiary or affiliate of the
Company that adopts the Plan.

     6.3       Number and Gender.  Whenever used herein, nouns in the singular
               -----------------
shall include the plural where appropriate, and the masculine pronoun shall
include the feminine gender.

     6.4       Headings.  Headings of articles and sections hereof are inserted
               --------
for convenience of reference and constitute no part of the Plan.


                                  ARTICLE VII
                                  DEFINITIONS

     As used herein with initial capital letters, the following terms have the
meanings hereinafter set forth unless the context clearly indicates to the
contrary:

     7.1       "Advisor" means any individual performing substantial bona fide
                -------
services for the Company or any subsidiary or affiliate of the Company that has
adopted the Plan who is not an Employee or a Director.

     7.2       "Board" means the Board of Directors of the Company.
                -----

     7.3       "Cause" means conviction of a crime involving moral turpitude
                -----
or a crime providing for a term of imprisonment in a federal or state
penitentiary; failure or refusal to follow reasonable instructions of the Board;
failure or refusal to comply with the reasonable policies, standards and
regulations of the Company, which from time to time may be established; failure
or refusal to faithfully and diligently perform the usual customary duties of
his employment or service; acting in an unprofessional, unethical, immoral or
fraudulent manner; acting in a manner which discredits or is detrimental to the
reputation, character and standing of Company or a subsidiary or affiliate

                                    Page 8
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thereof; the commission of any other act that causes or reasonably may be
expected to cause substantial injury to the Company; or, in addition to the
foregoing, as otherwise defined in any employment or similar agreement between
the Company and such Optionee.

     7.4       "Code" means the Internal Revenue Code of 1986, as amended.
                ----

     7.5       "Committee" means the Committee appointed in accordance with
                ---------
Section 2.1.

     7.6       "Common Stock" means the Common Stock, par value $0.001 per
                ------------
share, of the Company or, in the event that the outstanding shares of such
Common Stock are hereafter changed into or exchanged for shares of a different
stock or security of the Company or some other corporation, such other stock or
security.

     7.7       "Company" means GLOBALSCAPE, INC., a Delaware corporation.
                -------

     7.8       "Director" means a member of the Board.
                --------

     7.9       "Effective Date" means January 1, 2000.
                --------------

     7.10      "Employee" means an employee (as defined in Section 3401(c) of
                --------
the Code and the regulations thereunder) of the Company or of any subsidiary or
affiliate of the Company that adopts the Plan, including Officers.

     7.11      "ERISA" means the Employee Retirement Income Security Act of
                -----
1974, as amended.

     7.12      "Exchange Act" means the Securities Exchange Act of 1934, as
                ------------
amended.

     7.13      "Fair Market Value" means such value as determined by the
                -----------------
Committee on the basis of such factors as it deems appropriate; provided that if
the Common Stock is traded on a national securities exchange or transactions in
the Common Stock are quoted on the Nasdaq National Market System, such value as
shall be determined by the Committee on the basis of the reported sales prices
for the Common Stock on the date for which such determination is relevant, as
reported on the national securities exchange or the Nasdaq National Market
System, as the case may be. If the Common Stock is not listed and traded upon a
recognized securities exchange or on the Nasdaq National Market System, the
Committee shall make a determination of Fair Market Value on a reasonable basis,
which may include the mean between the closing bid and asked quotations for such
stock on the date for which such determination is relevant (as reported by a
recognized stock quotation service) or, in the event that there shall be no bid
or asked quotations on the date for which such determination is relevant, then
on the basis of the mean between the closing bid and asked quotations on the
date nearest preceding the date for which such determination is relevant for
which such bid and asked quotations were available.

     7.14      "Incentive Stock Option" means an Option granted pursuant to
                ----------------------
Article III.

     7.15      "Nonemployee Director" means a member of the Board who is not an
                --------------------
Officer or Employee; provided that, as used in Section 2.1, the term "Non-
Employee Director" shall have the meaning provided in that section.

                                    Page 9
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     7.16      "Nonqualified Stock Option" means an Option granted pursuant to
                -------------------------
Article IV.

     7.17      "Officer" means an officer of the Company or of any subsidiary or
                -------
affiliate of the Company.

     7.18      "Option" means an Incentive Stock Option or a Nonqualified Stock
                ------
Option.

     7.19      "Optionee" means an Employee, Nonemployee Director, or Advisor
                --------
to whom an Option has been granted hereunder.

     7.20      "Option Agreement" means an agreement between the Company and an
                ----------------
Optionee with respect to one or more Options.

     7.21      "Permanent Disability" has the same meaning as that provided in
                --------------------
Section 22(e)(3) of the Code or, in addition to the foregoing, such meanings as
the terms Disability or Permanent Disability are given under any employment or
similar agreement between the Company and such Optionee.

     7.22      "Plan" means the GLOBALSCAPE, INC. 2000 Stock Option Plan, as
                ----
amended from time to time.

     7.23      "Plan Shares" means shares of Common Stock issuable pursuant to
                -----------
the Plan.

     7.24      "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act
                ----------
or any successor rule.

     7.25      "Securities Act" means the Securities Act of 1933, as amended.
                --------------

     7.26      "Tax Date" means the date on which the amount of tax to be
                --------
withheld is determined.


     IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that
the foregoing Plan was duly adopted by the Board of Directors of the Company as
of the 9th day of May, 2000.


                              GLOBALSCAPE, INC.



                              By:________________________________________
                              Name:______________________________________
                              Title:_____________________________________

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