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                                                                     EXHIBIT 4.2

                              GLOBALSCAPE, INC.,
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                            1998 STOCK OPTION PLAN
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     PURPOSE. The purpose of this Plan is to promote the interest of
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     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
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          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
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          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 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
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          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,
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          the number of shares subject to Options granted hereunder shall not
          exceed 728,571 shares of the company's authorized but unissued or
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          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.
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          (A)  Option Price.  Each Option shall state the number of shares that
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          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 (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
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          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
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          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
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          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 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.
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          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
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          granted within two years from the date the Plan was adopted by the
          Board of Directors of the Company (January 1, 2000). 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
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          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
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          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
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               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
               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
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               date the Incentive Stock Option is granted.

          (E)  Limits on Options. An individual may be granted one or more
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               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
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               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
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               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
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               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
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     the number of issued and outstanding shares of Common Stock which results
     from a stock split, reverse stock split, the payment of a stock 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
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     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
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     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.