Exhibit 10.1

EMPLOYMENT AGREEMENT

THISEMPLOYMENT AGREEMENT(the "Agreement") by and between Optio Software, Inc. ("Company"), and Warren
K. Neuburger ("You" or "Your")(collectively referred to as the "Parties"), is entered into and effective as of the 7th of May, 2001 (the "Effective Date").1

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WHEREAS,
the Company is engaged in the Business;

WHEREAS,
the Company desires to employ You as President and Chief Operating Officer, and You desire to accept said employment by the Company;

WHEREAS,
Your position is a position of trust and responsibility with access to Confidential Information, Trade Secrets, and information concerning employees and customers of the
Company;

WHEREAS,
the Trade Secrets and Confidential Information, and the relationship between the Company and each of its employees and customers are valuable assets of the Company and may
not be converted to Your own use;

WHEREAS,
the Company has agreed to employ You in exchange for Your compliance with the terms of this Agreement; and

WHEREAS,
the Company and You have agreed upon the terms and conditions of Your employment with the Company and the Parties desire to express the terms and conditions in this
Agreement.

NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein, it is agreed:

1.Employment and Duties.



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2.Compensation.



3.Term.The term of this Agreement shall be for a period of two (2) years, beginning on the
Effective Date and ending on April 21, 2003 (the "Employment Period"). This Agreement may be extended for an additional one (1) year period by a writing signed by both Parties thirty
(30) days prior to expiration of the Employment Period. If this Agreement is extended in accordance with this Section, the extended period shall be included in the definition of "Employment
Period" for purposes of this Agreement.

4.Termination.This Agreement may be terminated upon the occurrence of any of the following events:



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5.Post Termination Payment Obligations.



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6.Set-Off.If You have any outstanding obligations to the Company at the time this
Agreement terminates for any reason, You acknowledge that the Company is authorized to deduct any amounts owed to the Company from Your final paycheck and/or from any amounts that would otherwise be
due to You under Section 5B above.

7.Books and Records.You agree that all files, documents, records, customer lists, books and other
materials which come into Your use or possession during the term of this Agreement and which are in any way related to the Company's business shall at all times remain the property of the Company, and
that upon request by Company or upon the termination of this Agreement for any reason, You shall immediately surrender to Company all such property and copies thereof.

8.Restrictive Covenants.You acknowledge that the restrictions contained in this Section 8 are
reasonable and necessary to protect the legitimate business interests of the Company, and will not

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impair or infringe upon Your right to work or earn a living after Your employment with the Company ends.



9.Work Product.Your employment duties may include inventing in areas directly or indirectly related
to the business of the Company or to a line of business that the Company may reasonably be interested in pursuing. All Work Product shall constitute work made for hire. If (i) any of the Work
Product may not be considered work made for hire, or (ii) ownership of all right, title, and interest to the legal rights in and to the Work Product will not vest exclusively in the Company,
then, without further consideration, You assign all presently-existing Work Product to the Company, and agree to assign, and automatically assign, all future Work Product to the Company.

The
Company will have the right to obtain and hold in its own name copyrights, patents, design registrations, proprietary database rights, trademarks, rights of publicity, and any
other protection available in the Work Product. At the Company's request, You agree to perform, during or after Your employment with the Company, any acts to transfer, perfect and defend the Company's
ownership of the Work Product, including, but not limited to: (i) executing all documents (including a formal assignment to the Company) necessary for filing an application or registration for
protection of the Work Product (an "Application"), (ii) explaining the nature of the Work Product to persons designated by the Company, (iii) reviewing Applications and other related
papers, or (iv) providing any other assistance reasonably required for the orderly prosecution of Applications.

You
agree to provide the Company with a written description of any Work Product in which You are involved (solely or jointly with others) and the circumstances surrounding the
creation of such Work Product.

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10.License.You grant to the Company an irrevocable, nonexclusive, worldwide, royalty-free
license to: (i) make, use, sell, copy, perform, display, distribute, or otherwise utilize copies of the Licensed Materials, (ii) prepare, use and distribute derivative works based upon
the Licensed Materials, and (ii) authorize others to do the same. You shall notify the Company in writing of any Licensed Materials You deliver to the Company.

11.Release.You consent to the Company's use of Your image, likeness, voice, or other characteristics
in the Company's products or services. You release the Company from any claims which You have or may have for right of publicity, copyright infringement, or any other causes of action arising out of
the use, distribution, adaptation, reproduction, broadcast, or exhibition of such characteristics.

12.Post-Employment Disclosure.During the Restricted Period, you will disclose that you
have covenants (and the nature of those covenants) to persons and/or entities to whom You provide goods and services. If, during the Restricted Period, You provide services to another person or entity
which provides goods or services competitive with the goods or services provided by the Company You shall provide the Company with such person or entity's name, Your job title, and a description of
the services You will provide.

13.Injunctive Relief.You agree that if You breach Sections 8, 9, 10 and/or 11 of this Agreement:
(i) the Company would suffer irreparable harm; (ii) it would be difficult to determine damages, and money damages alone would be an inadequate remedy for the injuries suffered by the
Company, and (iii) if the Company seeks injunctive relief to enforce this Agreement, You will waive and will not (a) assert any defense that the Company has an adequate remedy at law
with respect to the breach, or (b) require that the Company submit proof of the economic value of any Trade Secret or Confidential Information. Nothing contained in this Agreement shall limit
the Company's right to any other remedies at law or in equity.

14.Severability.The provisions of this Agreement are severable. If any provision is determined to be
invalid, illegal, or unenforceable, in whole or in part, the remaining provisions and any partially enforceable provisions shall remain in full force and effect.

15.Attorneys' Fees.In the event of litigation relating to this Agreement, the prevailing party shall
be entitled to recover attorneys' fees and costs of litigation in addition to all other remedies available at law or in equity.

Initials

WKN
CWC

16.Arbitration With Respect to Certain Matters.The parties agree to submit to arbitration, in
accordance with these provisions, any claim or controversy arising from or related to the alleged breach of this Agreement, provided that claims or disputes of the types described in Section 13
above shall not be subject to this Section 16. The parties further agree that, other than with respect to claims or disputes of the types described in Section 13 above, the arbitration
process agreed upon herein shall be the exclusive means for resolving all disputes made subject to arbitration herein, but that no arbitrator shall have authority to expand the scope of these
arbitration provisions. Any arbitration hereunder shall be conducted under the Model Employment Procedures of the American Arbitration Association (AAA). Either party may invoke arbitration procedures
herein by written notice for arbitration containing a statement of the matter to be arbitrated. The parties shall then have fourteen (14) days in which they may identify a mutually agreeable,
neutral arbitrator. After the fourteen (14) day period has expired, the parties shall prepare and submit to the AAA a joint submission, with each party to contribute half of
the appropriate administrative fee. In the event the parties cannot agree upon a neutral arbitrator within fourteen (14) days after written notice for arbitration is received, their joint

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submission to the AAA shall request a panel of nine arbitrators who are practicing attorneys with professional experience in the field of employment law, and the parties shall attempt to select an
arbitrator from the panel according to AAA procedures. Unless otherwise agreed by the parties, the arbitration hearing shall take place in Atlanta, Georgia at a place designated by the AAA. All
arbitration procedures hereunder shall be confidential. The arbitrator shall have authority to include all or any portion of costs of such arbitration in an award. The arbitrator shall not have the
power or authority to award indirect, special, incidental, consequential, exemplary, or punitive damages. The arbitrator may include equitable relief. Any arbitration awarded shall be accompanied by a
written statement containing a summary of the issues in controversy, a description of the award, and an explanation of the reasons for the award. It is understood and agreed by the parties that their
agreements herein concerning arbitration do not otherwise alter the terms and conditions of employee's employment as provided by this agreement.

17.Waiver.Any Party's failure to enforce any provision of this Agreement shall not act as a waiver of
that or any other provision. Any Party's waiver of any breach of this Agreement shall not act as a waiver of any other breach.

18.Entire Agreement.This Agreement, including Exhibits A and B which are incorporated by reference,
constitutes the entire agreement between the Parties concerning the subject matter of this Agreement. This Agreement supersedes any prior communications, agreements or understandings, whether oral or
written, between the Parties relating to the subject matter of this Agreement. Other than terms of this Agreement, no other representation, promise or agreement has been made with You to cause You to
sign this Agreement.

19.Amendments.This Agreement may not be amended or modified except in writing signed by both Parties.

20.Successors and Assigns.This Agreement shall be assignable to, and shall inure to the benefit of,
the Company's successors and assigns, including, without limitation, successors through merger, name change, consolidation, or sale of a majority of the Company's stock or assets, and shall be binding
upon You. You shall not have the right to assign Your rights or obligations under this Agreement. The covenants contained in Sections 8 A, B, and C of this Agreement shall survive cessation of Your
employment with the Company, regardless of the reason for cessation of Your employment and regardless of who causes the cessation.

21.Governing Law.The laws of the State of Georgia shall govern this Agreement. If Georgia's conflict
of law rules would apply another state's laws, the Parties agree that Georgia law shall still govern.

22.No Strict Construction.If there is a dispute about the language of this Agreement, the fact that
one Party drafted the Agreement shall not be used in its interpretation.

23.Notice.Whenever any notice is required, it shall be given in writing addressed as follows:

To Company:

Optio Software, Inc.
3015 Windward Plaza
Windward Fairways II
Alpharetta, Georgia 30005
Attn: Chief Executive OfficerTo Executive:

Warren K. Neuburger
3525 Newport Bay Drive
Alpharetta, Georgia 30005


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Notice
shall be deemed given and effective three (3) days after the deposit in the U.S. mail of a writing addressed as above and sent first class mail, certified, return
receipt requested, or when actually received. Either Party may change the address for notice by notifying the other party of such change in accordance with this Section.

24.Consent to Jurisdiction and Venue.You agree that any claim arising out of or relating to this
Agreement shall be (i) brought in the Superior Court of Fulton County, Georgia, or (ii) brought in or removed to the United States District Court for the Northern District of Georgia,
Atlanta Division. You consent to the personal jurisdiction of the courts identified above. You waive (i) any objection to jurisdiction or venue, or (ii) any defense claiming lack of
jurisdiction or improper venue, in any action brought in such courts.

25.AFFIRMATION.YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS AGREEMENT, YOU KNOW AND UNDERSTAND
ITS TERMS AND CONDITIONS, AND YOU
HAVE HAD THE OPPORTUNITY TO ASK THE COMPANY ANY QUESTIONS YOU MAY HAVE HAD PRIOR TO SIGNING THIS AGREEMENT.

IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written.

| |  | OPTIO SOFTWARE, INC.:
| |  | ---------------------
| |  | By:                  
| |  | Date:                
| |  | WARREN K. NEUBURGER: 
| |  | By:                  
| |  | Date:                

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EXHIBIT A

DEFINITIONS

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EXHIBIT B

PRESIDENT & CHIEF OPERATING OFFICER

Position Responsibilities:

Develop the company's business and product strategy and carry it through full implementation.

Work
closely with the Chairman, CEO and BOD in reviewing the market place strategy and evaluating new growth opportunities and acquisition targets.

Lead,
manage and direct business on a day-to-day basis worldwide with full responsibility and accountability for vision, processes, growth, profitability and
effectively implementing business plans.

Establish
strong connection with potential partners, customers, industry experts, trade analysts, financial analysts and investment bankers.

Increase
organizational intensity, establish individual and team goals and accountability, while creating an environment, which rewards and promotes a commitment to excellence and
winning.

Begin
to assume a prominent industry profile through participation in a variety of public and industry-oriented forums to understand the competitive environment and opportunities for
future growth.

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