EXHIBIT 10.1





FIRST LOAN MODIFICATION AGREEMENT





This First Loan Modification Agreement is entered into as of September 12, 2002, by and between Optio Software, Inc. (Borrower) and Silicon Valley Bank (Bank).





1.    DESCRIPTION OF EXISTING INDEBTEDNESS:    Among other indebtedness which may be owing by Borrower to Bank,
Borrower is indebted to Bank pursuant to, among other documents, a Loan and Security Agreement, dated April 25, 2002, as may be amended from time to time, (the Loan Agreement). The Loan Agreement provides for, among other things, a
Committed Revolving Line in the amount of Five Million Dollars ($5,000,000). Defined terms used but not otherwise defined herein shall have the same meanings as in the Loan Agreement.





Hereinafter, all indebtedness owing by Borrower to Bank shall be referred to as the Indebtedness.





2.     DESCRIPTION OF COLLATERAL AND GUARANTIES.    Repayment of the Indebtedness is secured by the Collateral as described in the Loan Agreement.





Hereinafter, the above-described security documents and guaranties, together with all other documents securing repayment of the Indebtedness shall be referred to
as the Security Documents. Hereinafter, the Security Documents, together with all other documents evidencing or securing the Indebtedness shall be referred to as the Existing Loan Documents.





3.    DESCRIPTION OF CHANGE IN TERMS.





A.    The definition of Tangible Net Worth in Section 13.1 of the Loan Agreement shall be amended to read as follows:





Tangible Net Worth is, on any date, Stockholders Equity plus (i) non-cash
charges arising from Borrowers investment in ecIndx, Inc. in the amount of $2,209,283, minus (ii) any amounts attributable to (a) goodwill, (b) intangible items such as unamortized debt discount and expense, Intellectual Property
and research and development expenses except prepaid expenses, and (c) reserves not already deducted from assets.





4.    CONSISTENT CHANGES.    The Existing Loan Documents are hereby amended wherever necessary to reflect the changes described above.





5.    NO DEFENSES OF BORROWER.    Borrower agrees that, as of the date hereof, it has no defenses against the
obligations to pay any amounts under the Indebtedness.





6.    CONTINUING
VALIDITY.    Borrower understands and agrees that in modifying the existing Indebtedness, Bank is relying upon Borrowers representations, warranties, and agreements, as set forth in the Existing Loan Documents. Except
as expressly modified pursuant to this Loan Modification Agreement, the terms of the Existing Loan Documents remain unchanged and in full force and effect. Banks agreement to modifications to the existing Indebtedness pursuant to this Loan
Modification Agreement in no way shall obligate Bank to make any future modifications to the Indebtedness. Nothing in this Loan Modification Agreement shall constitute a satisfaction of the Indebtedness. It is the intention of Bank and Borrower to
retain as liable parties all makers and endorsers of Existing Loan Documents, unless the party is expressly released by Bank in writing. No maker, endorser, or guarantor will be released by virtue of this Loan Modification Agreement. The terms of
this paragraph apply not only to this Loan Modification Agreement, but also to all subsequent loan modification agreements.





7.    CONDITIONS.    The effectiveness of this Loan Modification Agreement is conditioned upon the following:





A.    Banks receipt of this First Loan Modification duly executed by the Borrower; and


B.    Banks receipt of payment of the Legal Documentation Fees.






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This Loan Modification Agreement is executed as of the date first written above.





BORROWER:  OPTIO SOFTWARE, INC.



BANK:  SILICON VALLEY BANKBy:

/s/    Harvey A. Wagner



By:

/s/    Alan P. SpurginName:    Harvey A. Wagner Title:    Chief
Financial Officer





Name:    Alan P. Spurgin Title:    Senior
Vice President