FOURTH LOAN MODIFICATION AGREEMENT

Exhibit 10.24

FOURTH LOAN MODIFICATION AGREEMENT

This Fourth Loan Modification Agreement is entered into as of December 4, 2003, 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 amended by a First Loan Modification Agreement, dated September 12, 2002, as amended by a Second Loan Modification Agreement, dated April 24, 2003, as amended by a Third Loan Modification Agreement, dated June 4, 2003, as may be further amended from time to time, (the “Loan Agreement”). The Loan Agreement provides for, among other things, a Committed Revolving Line in the amount of Four Million Dollars ($4,000,000). 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 “EBIDTA” in Section 13.1 of the Loan Agreement is hereby amended to read as follows:

“EBIDTA” is earnings before interest expense, taxes, depreciation and amortization expense, calculated in accordance with GAAP, for the previous three months, on a rolling basis; provided, however, that the EBIDTA calculation shall not include any non-cash impairment charges associated with Borrower’s note receivable from M2 Systems Corporation, dated March 1, 2003, to be amended from time to time.

This amended definition of EBIDTA shall be effective for the period ending October 31, 2003, and thereafter.

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

5. PAYMENT OF LOAN VARIANCE AND DOCUMENTATION FEES. Borrower shall pay Bank a Loan Variance Fee in the amount of Five Hundred Dollars ($500.00) and a Legal Documentation Fee in the amount of Three Hundred Seventy Five Dollars ($375.00), plus all out-of-pocket expenses.

6. 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.

7. 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.

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

• Bank’s receipt of this Fourth Loan Modification duly executed by the Borrower; and

• Payment of Loan Variance and Legal Documentation fees.

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

BORROWER:						BANK:
OPTIO SOFTWARE, INC.						SILICON VALLEY BANK
By:		/s/    Xxxxxxxx Xxxxxx				By:		/s/    Xxxxxx XxXxxxxxxx
Name:		Xxxxxxxx Xxxxxx				Name:		Xxxxxx XxXxxxxxxx
Title:		Chief Financial Officer				Title:		Vice President