**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 anduncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us, which we currently deem immaterial or that are similar to those faced by other companies in our industry or business ingeneral, may also impair our business operations. If any of the following risks actually occurs, our business, financial condition or results of future operations could be materially and adversely affected. 

 

**Risks Related To Our Business**

 

***We have incurred losses and may need to raise additional capital.***

 

We incurred net losses of approximately$4.8 million for the twelve months ended January 31, 2003 as compared to $28.4 million for the twelve months ended January 31, 2002. At January 31, 2003, we had an accumulated deficit of approximately $47.5 million. We may continue to incursignificant operating losses in the future. We will need to increase revenues to achieve and maintain profitability, 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 cansustain or increase profitability or positive cash flows from future operating activities. Based on our current available reserves, if we cannot reduce losses and become cash flow positive in the near future, we may need to raise additional capitalor 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 no assurance that we will be successful in raising the anticipated additional capitalon 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 meet expectations of investors and our stock price may decline.***

 

Our revenue and operating results mayvary 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 demandfor 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 or software enhancements; new software introductionsor 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 ofour revenue; if we do not successfully develop and maintain these relationships, our revenue will decrease.***

 

Historically, approximately 30% of our sales have depended on our strategic marketing relationships. We expect that revenue from sales ofour 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 of 

 

these relationships wouldcause 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 Baan, J.D.Edwards, McKesson Corporation, Oracle Corporation, and QAD, Inc., often recommend our products to their customers or provide us with customer referrals. Consulting firms, such as Deloitte Consulting Product Services LLC, may recommend our softwareto 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 asthose 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, thecontinuation of these relationships is uncertain. Furthermore, software manufacturers may decide to promote technologies and standards that are not compatible with our software, or they may lose market share for their products, which would cause ourrevenues to decrease. 

 

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

 

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

 

***We may makeacquisitions 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 we may acquire complementary technologies or businesses in thefuture. 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-termacquisition 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 the issuance of additional common or preferred stock, whichcould 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 to manage our operations and may result in adverse accountingtreatment.***

 

We may be unable to obtain asatisfactory return on our investments in acquisitions as a result of various factors, including: difficulties in assimilating the operations, products, technology, information systems and personnel of the acquired company with our operations; thediversion of our management’s attention from other business concerns; the impairment of relationships with our employees, affiliates and organizations with which we have strategic marketing relationships; difficulties maintaining uniformstandards, 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 to goodwill and other intangibleassets. 

 

***We rely on our ability to retain our existing keypersonnel 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 theservices of one 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 futuresuccess 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 additionalpersonnel to increase our direct sales and research and development efforts. In addition, new hires frequently require extensive training before they achieve desired levels of productivity. Competition for qualified personnel is intense and we mayfail to retain our key employees or to attract or retain other 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 competesuccessfully, we may not be able to sell our software 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 ouroperating results. The market for our software and services is intensely competitive, fragmented and constantly changing. Our customers’ requirements and the technology available to satisfy those requirements continually change. We expectcompetition to persist and intensify in the future. 

 

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

 

We expect to face increased competition from our current competitors. In addition, new competitors, alliances among existing and futurecompetitors, 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 longer operating histories and significantly greater financial, marketingand 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 is possible that new competitors or alliances among competitors may emergeand 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 certain that we will be able to compete successfully with existing or new competitors. Ifwe fail to compete successfully, our business will be harmed. 

 

***We are currently expanding 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 the operations of our wholly-ownedsubsidiary 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, representing 15% of total revenue compared to$4.0 million in the twelve months ended January 31, 2002, representing 13% of total revenue. Our expanding international operations may negatively affect our operating results because of the following factors: difficulties in staffing and managingforeign operations; potential losses or gains from currency fluctuation as a result of transactions and expenses being denominated in foreign currencies; seasonal reductions in business activity in Europe; increased financial accounting andreporting burdens and complexities and potentially adverse tax consequences; delays in delivering language-specific versions of our software due to our limited experience in creating these versions; compliance with a wide variety of complex foreignlaws and treaties; unstable international conditions, economic and general reduced protection for intellectual property rights in some countries; and licenses, tariffs and other trade barriers. 

 

We plan to expand our international operations as part of ourbusiness strategy. The expansion of our existing international operations 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 cannot be 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 testingand quality control, current versions, new versions or enhancements of our software may contain 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 arise with 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. Anydefects or errors that are discovered after commercial 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 oursoftware contains undetected errors, if we fail to meet 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 wemaintain general liability insurance coverage, this coverage 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 and distracting our management. 

 

***The third party software we rely on may suffer from 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 softwarefrom third-party vendors in our future software. We may not be able to replace the 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 adequatelymaintained or updated. Any significant interruption in the availability of this third-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 tocontinue to enter into strategic relationships with other companies whereby we license our software for integration with their software. If the other company’s software fails to meet customer expectations or causes a failure in itscustomers’ systems, the reputation of our software could be harmed, even if our software performs in accordance with its functional specifications. 

 

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

 

Our competitivenessand 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 and services to this rapidly changing market could reduce our revenue and cause our operating results to suffer. The software industry ischaracterized by rapidly changing technology, evolving industry standards, emerging competition and frequent new product and service introductions. These developments could limit the marketability of our software and services and could render oursoftware and services obsolete. We may not successfully identify new product opportunities or develop and bring new and enhanced products and services to the market in a cost-effective and timely manner. If we fail to release new software andupgrades on time or if they fail to achieve market acceptance, we may experience customer dissatisfaction, cancellation of orders and license agreements and loss of revenue. 

 

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

 

We now contract with, and may increasingly contract with, third party providers to assist in providing our consulting services. Servicesprovided 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 third parties for these consulting services, or if these third parties donot 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 could 

 

place a significant strain onour 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 servicesdepends, 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 aresult of which our operating results would suffer. 

 

We rely on a combination of copyright, trademark and trade secret laws and contractual provisions to establish 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 alsoregistered the domain names “optiosoftware.com” and “HIPPASmart.com.” We have not filed any copyrights or patents for our software. 

 

The steps we have taken to protect our proprietary rights may not be adequate, we may not be able to secure trademark or service markregistrations 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 copyrightand trademark protection may be unenforceable or limited in foreign countries. Also, our competitors or others may adopt product or service names similar to ours, thereby impeding our ability to build brand identity and possibly leading to customerconfusion. In addition, litigation may be necessary to enforce and protect our trade secrets, copyrights and other intellectual property rights. Any litigation would divert management resources, be expensive and may not effectively protect ourintellectual 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 of others or to determine the scope and validity of the intellectual property rights of others. Furthermore, adversedeterminations in litigation could result in the loss of proprietary rights, subject us to significant liabilities, require us to seek licenses from third parties, or prevent us from selling our services. If we are required to obtain new licensesfrom third parties, we may not be able to obtain them on commercially reasonable terms. Any of these results could reduce the acceptance of the Optio brand, which would cause our business to suffer. 

 

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

 

Future sales of our common stock maydepress 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 tradingour common stock.***

 

Our common stock iscurrently quoted on the Over the Counter 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 moredifficult for us to raise additional capital. 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 eitherattempt to list its common stock on some exchange 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 andwill therefore be able to determine the outcome of any shareholder vote.***

 

Over 50% of our stock is controlled by our management and affiliates. This may discourage a potential acquirer from offering to purchase or otherwise attempting to obtain control of Optio, which inturn could reduce our 

 

stock price or prevent ourshareholders 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, thuspreventing investors from realizing a premium on our stock price.***

 

Our articles of incorporation, bylaws and Georgia law could make it more difficult for a third party to acquire us, even if a change in control would be beneficial to our shareholders. For example, ourarticles of incorporation and bylaws provide, among other things, that: our board of directors, without shareholder approval, has the authority to issue preferred stock with rights superior to the rights of the holders of common stock; shareholdersmust comply with advance notice provisions contained in our bylaws to make proposals at shareholder meetings and nominate candidates for election to our board of directors; our board of directors is classified and directors have staggered terms; andthe shareholders may call a special meeting only upon request of 50% of the votes entitled to be cast on each issue 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 January 31, 2003, we were in compliance with a financial covenant required under our line of credit facility. However, at times in thepast, Optio has not 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 acovenant under the bank loan, the financial institution has the right to declare the loan due immediately.