**EXHIBIT 99.3**

 

**SAFE HARBOR COMPLIANCE STATEMENT FOR**

**FORWARD-LOOKING STATEMENTS**

 

You should consider carefully the following factors in evaluating us and our business. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us, which wecurrently deem immaterial or that are similar to those faced by other companies in our industry or business in general, may also impair our business operations. If any of the following risks actually occurs, our business, financial condition orresults of future operations could be materially and adversely affected. 

 

**Risks Related To Our Business**

 

**We have incurred losses andmay need to raise additional capital.**

 

We incurred netlosses of approximately $4.8 million for the twelve months ended January 31, 2003, although we had a net profit of $193,000 for the three months ended April 30, 2003. At April 30, 2003, we had an accumulated deficit of approximately $47.3 million.We may continue to incur significant operating losses in the future. We will need to increase revenues to achieve and maintain profitability or decrease expenses which may impact our business, and we cannot assure you that we will be able to do so.Even if we do achieve profitability, we cannot assure you that we can sustain or increase profitability or positive cash flows from future operating activities. Based on our current available reserves, if we cannot maintain profitability and becomecash flow positive in the near future, we may need to raise additional capital or obtain additional financing to fund our operations and expand our business. If we need to raise additional capital or obtain additional financing, there can be noassurance that we will be successful in raising the anticipated additional capital on favorable terms, or at all. Failure to raise such capital could result in a material adverse effect on our ability to meet our business objectives. 

 

**Our operating results may fluctuate in future periods; as a result, we may fail to meetexpectations of investors and our stock price may decline.**

 

Our revenue and operating results may vary from quarter to quarter. As a result, we may fail to meet expectations of investors, which may cause our stock price to decline. These fluctuations may occur as a result of the following factors:variations in market acceptance of and demand for our software; the size and timing of our customer orders; increased expenses, whether related to sales and marketing, product development or administration; delays in introducing new software orsoftware enhancements; new software introductions or changes in pricing policies by our competitors; costs related to acquisitions of technologies or businesses; and the amount and timing of expenditures related to expansion of our operations.

 

The purchase of our software involves a significant commitmentof resources and recurring expenses and attendant delays frequently associated with approving capital expenditures and reviewing new technologies that affect key operations. The decision making processes of our customers’ senior managementrequires us to provide a significant level of training to prospective customers regarding the use and benefits of our software. We may expend substantial funds and management resources during the sales cycle and fail to consummate the sale.Accordingly, our results of operations for a particular period may suffer if the sales forecasted for a particular period are delayed or do not otherwise occur. 

 

**We rely on our strategic marketing relationships to generate customer referrals which account for approximately half of our revenue; if we do not successfullydevelop and maintain these relationships, our revenue will decrease.**

 

Historically, approximately 30% of our sales have depended on our strategic marketing relationships; however in the three months ended April 30, 2003, approximately 40% of our revenue was derived through strategicrelationships. We expect that revenue from sales of our software and services based on customer referrals generated through these relationships will continue to account for a significant portion of our revenue. The loss of a significant number ofthese relationships would cause our revenue to decrease. Most of our revenue from these relationships is derived from strategic marketing relationships with two types of entities: large software vendors and consulting firms. Large software vendors,

such as J.D. Edwards, McKesson Corporation, Oracle Corporation, and QAD, Inc., may recommend our products to theircustomers or provide us with customer referrals. Consulting firms, such as Deloitte Consulting Product Services LLC, may recommend our software to their customers. Some of these organizations receive referral fees for these sales and others do not.We receive license fees from the customers in these sales. We expect that a limited number of our strategic marketing relationships, such as those with McKesson Corporation, will account for a substantial portion of our customer referrals and,therefore, revenue over time. Our strategic relationships are generally terminable by either party upon 30 to 90 days notice. Therefore, the continuation of these relationships is uncertain. Furthermore, software manufacturers may decide to promotetechnologies and standards that are not compatible with our software, or they may lose market share for their products, which would cause our revenues to decrease. 

 

**We rely in part on third party reseller relationships to generate revenue; if we do not continue to develop and maintain theserelationships, our revenue will decrease.**

 

We intend toaugment our indirect sales channel through additional third-party reseller arrangements. As a result, we will likely become more dependent on this type of relationship. We may not be able to successfully augment these arrangements, and the expansionof indirect resale methods, even if successful, may not increase revenue. As a result, we may incur expenses that do not promote the growth of our business. 

 

**We may make acquisitions in order to remain competitive in our markets; if we are unable to do so, our competitive position could be weakened.**

 

We intend to continuously evaluate our position within our industry, and wemay acquire complementary technologies or businesses in the future. However, we may not be able to identify suitable acquisition candidates that are available for sale at reasonable prices. Due to consolidation trends within the technology industry,failure to adopt and successfully implement a long-term acquisition strategy could weaken our competitive position. We may elect to finance future acquisitions with debt financing, which would increase our debt service requirements, or through theissuance of additional common or preferred stock, which could result in dilution to our shareholders. In addition, we may not be able to arrange adequate financing for any acquisitions on acceptable terms. 

 

**Acquisitions may be difficult to integrate into our business, may limit our ability tomanage our operations and may result in adverse accounting treatment.**

 

We may be unable to obtain a satisfactory return on our investments in acquisitions as a result of various factors, including: difficulties in assimilating the operations, products, technology, information systems andpersonnel of the acquired company with our operations; the diversion of our management’s attention from other business concerns; the impairment of relationships with our employees, affiliates and organizations with which we have strategicmarketing relationships; difficulties maintaining uniform standards, controls, procedures and policies; our lack of direct prior experience in the markets of the acquired company; and the loss of key employees of the acquired company. 

 

Future acquisitions may also involve large one-time write-offs related togoodwill and other intangible assets. 

 

**We rely on our ability to retain ourexisting key personnel and attract additional key personnel; if we are unable to do so, we may not be able to effectively manage and expand our business.**

 

Our future performance depends on the continued service of our senior management, product development and sales personnel. The loss of the services ofone or more of our key personnel could seriously harm our ability to manage and expand our business. In particular, we rely on the experience and knowledge of our President, Chief Executive Officer, Chairman and founder, C. Wayne Cape. 

 

Our future success also depends on our continuing ability to attract,hire, train and retain a substantial number of highly skilled managerial, technical, sales, marketing and customer support personnel. We are particularly dependent on hiring additional personnel to increase our direct sales and research anddevelopment efforts. In addition, new hires frequently require extensive training before they achieve desired levels of productivity. Competition for qualified personnel is intense and we may fail to retain our key employees or to attract or retainother highly qualified personnel. If we fail to attract and retain these personnel, we may not be able to effectively manage and expand our business. 

**We face intense competition in our industry; if we are unable to compete successfully, we may not be able to sell oursoftware and services, which would harm our operating results.**

 

If we are unable to satisfy our customers’ requirements we may lose those customers to our competitors, which would harm our operating results. The market for our software and services is intensely competitive, fragmented andconstantly changing. Our customers’ requirements and the technology available to satisfy those requirements continually change. We expect competition to persist and intensify in the future. 

 

We believe our competitors fit into two segments. The first is customsoftware development. The second is comprised of output management solutions from organizations such as: AFP Technology Ltd (Formscape).; Dazel Corporation, which is owned by The Hewlett-Packard Company; StreamServe, Inc.; CreateForm, StandardRegister and Evergreen. 

 

We expect to face increasedcompetition from our current competitors. In addition, new competitors, alliances among existing and future competitors, or acquisitions by or consolidations of our competitors may emerge and rapidly gain significant market share. 

 

Many of these companies, as well as some other competitors, have longeroperating histories and significantly greater financial, marketing and other resources than we do. Many of these companies can also leverage extensive customer bases and adopt aggressive pricing policies to gain market share. In addition, it ispossible that new competitors or alliances among competitors may emerge and rapidly acquire significant market share. 

 

Competitive pressures may make it difficult to acquire and retain clients and may require us to reduce the price of our software. We cannot be certainthat we will be able to compete successfully with existing or new competitors. If we fail to compete successfully, our business will be harmed. 

 

**We may expand our international operations; if we do not effectively manage this expansion, our operating results will be harmed.**

 

Substantially all of our current international revenue is derived from theoperations of our wholly-owned subsidiary operating in France, Germany and the UK. Optio’s foreign operations generated revenue from licenses and services to customers of $4.1 million in the twelve months ended January 31, 2003, representing15% of total revenue compared to $4.0 million in the twelve months ended January 31, 2002, representing 13% of total revenue. For the three months ended April 30, 2003, Optio’s foreign operations generated revenue from licenses and services tocustomers of $940,000, representing 14% of total revenue, compared to $850,000, representing 13% of total revenue, for the fiscal quarter ended April 30, 2002. Our international operations may negatively affect our operating results because of thefollowing factors: difficulties in staffing and managing foreign operations; potential losses or gains from currency fluctuation as a result of transactions and expenses being denominated in foreign currencies; seasonal reductions in businessactivity in Europe; increased financial accounting and reporting burdens and complexities and potentially adverse tax consequences; delays in delivering language-specific versions of our software due to our limited experience in creating theseversions; compliance with a wide variety of complex foreign laws and treaties; unstable international conditions, economic and general reduced protection for intellectual property rights in some countries; and licenses, tariffs and other tradebarriers. 

 

The expansion of our existing internationaloperations and entry into additional international markets will require significant management attention and financial resources and will place additional burdens on our management, administrative, operational and financial infrastructure. We cannotbe certain that our operations in other countries will produce desired levels of revenue or profitability. 

 

**Our software may suffer from defects or errors, which may harm its reputation or subject us to product liability claims.**

 

The software we offer is inherently complex. Despite testing and quality control, current versions, new versions or enhancements of our software maycontain errors after commencement of commercial shipments. Any errors may harm 

the reputation of our software or subject us to product liability claims. Significant technical challenges also arisewith our software because our customers purchase and deploy our software across a variety of computer platforms and integrate them with a number of third-party software applications and databases. Any defects or errors that are discovered aftercommercial release could result in the loss of revenue or delay in market acceptance of our software. Moreover, we could face significant product liability claims and higher development costs if our software contains undetected errors, if we fail tomeet our customers’ expectations or if a customer’s system experiences failures following the implementation of our software, regardless of our responsibility for the failure. Although we maintain general liability insurance coverage, thiscoverage may not continue to be available on reasonable terms or at all, or may be insufficient to cover one or more large claims. In addition, a product liability claim, whether or not successful, could harm our business by increasing our costs anddistracting our management. 

 

**The third party software we rely on may sufferfrom defects or errors or may become obsolete, which would harm our sales.**

 

Our software contains components developed and maintained by third-party software vendors, and we expect that we will incorporate software from third-party vendors in our future software. We may not be able to replacethe functionality provided by this third-party software if it becomes obsolete, defective or incompatible with future versions of our software or if it is not adequately maintained or updated. Any significant interruption in the availability of thisthird-party software or defects in this software could harm our sales unless and until we can secure an alternative source. In addition, we have entered into and plan to continue to enter into strategic relationships with other companies whereby welicense our software for integration with their software. If the other company’s software fails to meet customer expectations or causes a failure in its customers’ systems, the reputation of our software could be harmed, even if oursoftware performs in accordance with its functional specifications. 

 

**We mayexperience delays in enhancing existing software and developing new software; these delays may affect our competitiveness and cause us to lose market share.**

 

Our competitiveness and ability to maintain or increase our market share will depend, in part, on our ability to develop,test, sell and support enhancements to our current and new software on a timely basis in response to changing customer needs, competition, technological developments and emerging industry standards. Our failure to successfully adapt our software andservices to this rapidly changing market could reduce our revenue and cause our operating results to suffer. The software industry is characterized by rapidly changing technology, evolving industry standards, emerging competition and frequent newproduct and service introductions. These developments could limit the marketability of our software and services and could render our software and services obsolete. We may not successfully identify new product opportunities or develop and bring newand enhanced products and services to the market in a cost-effective and timely manner. If we fail to release new software and upgrades on time or if they fail to achieve market acceptance, we may experience customer dissatisfaction, cancellation oforders and license agreements and loss of revenue. 

 

**We rely on third partiesto provide part of our consulting services; if these third parties do not provide satisfactory service, our reputation could be harmed and our revenue from these services could decrease.**

 

We now contract with, and may increasingly contract with, third partyproviders to assist in providing our consulting services. Services provided by these third parties may include providing assistance to our customers in installing and implementing our software. If we are unable to continue contracting with thirdparties for these consulting services, or if these third parties do not meet the needs or expectations of our customers, our business and reputation may be harmed and we will have to perform these functions ourselves. Providing these services couldplace a significant strain on our internal consulting resources, and we may not be able to successfully perform these services on a timely and cost-effective basis. 

 

**Disputes regarding our intellectual property could negatively impact our ability to sell our software and services.**

 

We believe our ability to sell our software and services depends, in part,on protecting our proprietary intellectual property and favorably resolving intellectual property claims that may be brought against us. If we fail to do so, our ability to sell our software and services may be restricted, as a result of which ouroperating results would suffer. 

We rely on a combination of copyright, trademark and trade secret laws and contractual provisions toestablish and protect our proprietary rights. We have applied for the United States registration of trademarks for “Optio,” “MedForms” and “e.ComIntegrate.” We have applied for trademark registration for“Optio” and “e.ComIntegrate” in certain of the countries in which we sell our products. We have also registered the domain names “optiosoftware.com” and “HIPPASmart.com.” We have not filed any copyrights orpatents for our software. 

 

The steps we have taken to protectour proprietary rights may not be adequate, we may not be able to secure trademark or service mark registrations for our marks in the United States or in foreign countries and third parties may infringe upon or misappropriate our copyrights,trademarks, service marks, domain names and similar proprietary rights. In addition, effective copyright and trademark protection may be unenforceable or limited in foreign countries. Also, our competitors or others may adopt product or servicenames similar to ours, thereby impeding our ability to build brand identity and possibly leading to customer confusion. In addition, litigation may be necessary to enforce and protect our trade secrets, copyrights and other intellectual propertyrights. Any litigation would divert management resources, be expensive and may not effectively protect our intellectual property. Our inability to protect our marks adequately could harm our business. 

 

We may be subject to litigation for claims of infringement of the rights ofothers or to determine the scope and validity of the intellectual property rights of others. Furthermore, adverse determinations in litigation could result in the loss of proprietary rights, subject us to significant liabilities, require us to seeklicenses from third parties, or prevent us from selling our services. If we are required to obtain new licenses from third parties, we may not be able to obtain them on commercially reasonable terms. Any of these results could reduce the acceptanceof the Optio brand, which would cause our business to suffer. 

 

**Sales of ourshares could cause our stock price to fall.**

 

Future salesof our common stock may depress our stock price. Sales of a substantial number of shares of our common stock in the public market following this offering could adversely affect the market price of our common stock. 

 

**The low price of our common stock could result in difficulty in trading our common stock.**

 

Our common stock is currently quoted on the Over theCounter Bulletin Board and is no longer listed on the NASDAQ Market. As a result, trading our shares may be more difficult for investors, leading to further declines in share price. It could also make it more difficult for us to raise additionalcapital. We would also incur additional costs under state blue sky laws if we attempted to do an offering of our common stock. Further, the Bulletin Board may be terminated, in which case Optio would either attempt to list its common stock on someexchange or it may become even more difficult to trade our shares. There are no assurances that Optio would be able to qualify for another exchange. 

 

**Our management and affiliates control more than 50% of our stock and will therefore be able to determine the outcome of any shareholder vote.**

 

Over 50% of our stock is controlled by our management and affiliates. Thismay discourage a potential acquirer from offering to purchase or otherwise attempting to obtain control of Optio, which in turn could reduce our stock price or prevent our shareholders from realizing a premium over our stock price. In addition,investors will incur additional dilution upon the exercise of outstanding stock options and warrants. 

 

**Our articles of incorporation and bylaws, as well as Georgia law, may prevent or delay a future takeover, thus preventing investors from realizing a premium on our stock price.**

 

Our articles of incorporation, bylaws and Georgia law could make it moredifficult for a third party to acquire us, even if a change in control would be beneficial to our shareholders. For example, our articles of incorporation and bylaws provide, among other things, that: our board of directors, without shareholderapproval, has the authority to issue preferred stock with rights superior to the rights of the holders of common stock; shareholders must comply with advance notice provisions contained in our bylaws to make proposals at shareholder meetings andnominate candidates for election to our board of directors; our board of directors is classified and directors have staggered terms; and the shareholders may call a special meeting only upon request of 50% of the votes entitled to be cast on eachissue to be 

considered at the special meeting. Georgia law also contains “business combination” and “fair price”provisions that may have the effect of delaying, deterring or preventing a change in control of Optio. 

 

**We may not meet our covenants under our bank debt arrangements.**

 

At April 30, 2003, we were in compliance with a financial covenant required under our line of credit facility. However, at times in the past, Optio hasnot been in compliance with its loan covenants and has received waivers from the bank. We believe it is possible that certain requirements contained in our loan covenants may still not be met during fiscal 2004. If we fail to meet a covenant underthe bank loan, the financial institution has the right to declare the loan due immediately.