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                                                                    EXHIBIT 10.6

                                PROMISSORY NOTE

Principal Amount:  $180,000.00        Date of Note:  January 28, 1999

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
American, the principal amount of One Hundred Eighty Thousand & 00/100 Dollars
($180,000.00), together with Interest or the unpaid principal balance form
January 28, 1999, until maturity.

PAYMENT.  Subject to any payment changes resulting from changes in the Index,
Borrower will pay this loan in accordance with the following payment schedule:

     23 consecutive monthly interest payments, beginning February 28, 1999, with
     interest calculated on the unpaid principal balances at an interest rate of
     1.000 percentage points over the index described below;  12 consecutive
     monthly principal payments of $5,000.00 each, beginning February 28, 1999,
     with interest calculated on the unpaid principal balances at an interest
     rate of 1.000 percentage points over the index described below;  11
     consecutive monthly principal payments of $10,000.00 each, beginning
     February 29, 2000, with interest calculated on the unpaid principal
     balances at an interest rate of 1.000 percentage points over the index
     described below;  and 1 principal and interest payment in the initial
     amount of $10,075.35 on January 31, 2001, with interest calculated on the
     unpaid principal balances at an interest rate of 1.000 percentage points
     over the index described below.  This estimated final payment is based on
     the assumption that all payments will be made exactly as scheduled and that
     the index does not change;  the actual final payment will be for all
     principal and accrued interest not yet paid, together with any other unpaid
     amounts under this Note.

The annual interest rate for this Note is computed on a 365/360 bases;  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 accrued unpaid interest, then to principal,
and any remaining amount to any unpaid collection costs and late charges.

     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 a 90
day unsecured loans to the most creditworthy corporate customer.  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 a 7.750% per annum.  The interest rate or rates to be applied to
the unpaid principal balance of this note will be the rate or rates set forth in
the "Payment" section. NOTICE:  Under no circumstances will the interest rate on
this Note be more than the maximum rate allowed by applicable law.  For purposes
of the 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 the Note, or (b) the "Weekly Rate" as referred
to in Section 303.201 of the Texas Finance Code and Articles 1D.002 and 1D.003
of the Texas Credit Title.  Whenever increases occur in the interest rate,
Lender, at its option, may be 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 payment
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

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     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 all 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, obligations, 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 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, 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 the entire indebtedness,
     including the unpaid principal balance on this Note, all accrued unpaid
     interest, and all other amounts, costs and expenses for which 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 expensed for repossessing, storing, preparing 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 identifiable charges receive din connection with the
     sale of authorized insurance.  This Note has been delivered to Lender and
     accepted by Lender in the Stat [sic] of Texas. If there is a lawsuit, and
     if the transaction evidenced by this 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 laws.

     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 at 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 authorized 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 delaying the expense

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     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, and 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 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,
     instruction, or directions by telephone of 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 endorsements 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 maturity 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 of
     receivables and payables, inventory schedules, budgets, forecasts, tax
     returns, and other reports with respect to Borrower's financial condition
     and business operations as Lender

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     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
     with 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 order of trust or
     mortgage;  obtaining a writ of attachment or imposition of a receiver;  or
     exercising any rights relating to personal property, including take 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 jurisdiction.  Nothing
     in the Note shall preclude any party from seeking equitable relief from 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 any 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 does 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 for
     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 of 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 or 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

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     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 parities 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.


/s/ Douglas Saathoff
_____________________________________________________
         H. DOUGLAS SAATHOFF, Secretary/Treasurer

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