Exhibit 10 (a)(3)(B)

                                     FORM OF
                             STOCK OPTION AGREEMENT
                                   PURSUANT TO
                               KOGER EQUITY, INC.
                             1996 STOCK OPTION PLAN

     THIS  AGREEMENT,  entered  into as of the 9th day of December,  1996,  (the
"Date of Grant"), by and between KOGER EQUITY,  INC., (referred to herein as the
"Company"  which  definition  sometimes  includes its  subsidiaries),  a Florida
corporation,   with  its  principal  office  at  3986  Boulevard  Center  Drive,
Jacksonville, Florida 32207; and ______________ (the "Employee"), who resides at
_____________________________________________________________________.

     WHEREAS,  the Company has  employed  the  Employee as a key employee of the
Company and considers it desirable and in its best interest that the Employee be
given an  inducement  to acquire a  proprietary  interest  in the Company and an
added  incentive to advance the  interests of the Company in the form of options
to purchase common stock of the Company; and

     WHEREAS,  the Option Committee (the  "Committee") of the Board of Directors
(the "Board") of the Company,  at a duly constituted meeting held on the Date of
Grant,  pursuant  to the  provisions  of the  Company's  1996 Stock  Option Plan
adopted by the Board on November 19, 1996,  (the  "Plan"),  granted the Employee
the option (the "Option") described herein and so notified the Employee; and

     WHEREAS,  the Option is a  non-statutory  type option and not an  Incentive
Stock Option as contemplated  under Section 422A of the Internal Revenue Code of
1986;

     NOW, therefore,  in consideration of the mutual covenants contained in this
contract, the parties agree as follows:

     1.    AGREEMENT
           This  Agreement  contains all the terms and  conditions of the Option
granted to the Employee by the Company on the Date of Grant.

     2.    AMOUNT AND PRICE
           The Company, subject to the terms, definitions and provisions of this
Agreement,  grants to the Employee the Option to purchase  __________  shares of
common stock of the Company, par value $.01 per share (the "Common Stock"), at a
price of $15.375  per share,  such price  being at least 100% of the fair market
value of the stock on the Date of Grant.

     3.    HOW EXERCISABLE
           (a) The Employee  shall  exercise the Option by written notice to the
Company, which notice shall specify the number of shares to be purchased and the
date of  exercise  (the  "Date of  Exercise")  which Date shall not be more than
seven (7) days  after the day of the  mailing of such  notice.  On or before the
Date of Exercise, a certified,  cashier's or such other check, acceptable to the
Company,  cash or, at the Employee's  election,  shares of the Company's  Common



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Stock, previously acquired at least six (6) months prior to the Date of Exercise
and  currently  owned by the  Employee,  equal in fair market  value to the full
payment of the Option price for such shares shall be delivered to the Company at
the office  designated in this Agreement;  and until such payment,  the Employee
shall have no rights in the optioned  stock. In the event of any failure to take
and pay by certified,  cashier's or such other check, acceptable to the Company,
cash or shares  previously  acquired shares at least six (6) months prior to the
Date of Exercise,  for the number of shares  specified in the notice of election
on the date stated therein,  the Option shall become inoperative and lapse as to
such number of shares,  but shall continue with respect to any remaining  shares
subject to the Option as to which notice of exercise has not yet been made.

           (b) Within fifteen days after the Date of Exercise, the Company shall
deliver,  or cause to be delivered,  to the Employee stock  certificates for the
number of shares  with  respect to which the Option is being  exercised,  if the
Company has received the certification described in Section 9 of this Agreement.
Delivery  of the  shares  may be made at the  office  of the  Company  or at the
offices of a transfer agent appointed for transfer of the shares of the Company,
as the Company  shall  determine.  Shares shall be registered in the name of the
Employee or his or her personal  representative,  as the case may be. Neither an
Employee nor his or her personal  representative shall have any of the rights of
a shareholder until the shares are issued as herein provided.

     Anything  herein  to  the  contrary  notwithstanding,  if any  laws  or any
regulation of the Securities and Exchange Commission or of any other body having
jurisdiction  shall  require the  Company or the  Employee to take any action in
connection with the shares  specified in a notice of election before such shares
can be delivered to such Employee, then the date stated therein for the delivery
of the shares shall be postponed until the fifth business day next following the
completion of such action.

     4.    WHEN EXERCISABLE
           The option may not be exercised prior to six months after the Date of
Grant.  Thereafter,  the Option shall be  exercisable  on a cumulative  basis as
follows:

     % Exercisable                           Date Exercisable
         20%                                One (1) year after Date of Grant

         40%                                Two (2) years after Date of Grant

         60%                                Three (3) years after Date of Grant

         80%                                Four (4) years after Date of Grant

         100%                               Five (5) years after Date of Grant

         Terminates                         Ten (10) years after Date of Grant
                                            (or such earlier date as provided
                                            otherwise herein)

      In the event the  Employee  dies or  becomes  totally  disabled  after the
effective date of the Plan, at any time after having been granted an Option, the
Options granted to the Employee shall  immediately  become fully  exercisable by
his or her estate or heirs in the case of death for the time period specified in



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Section  6(b) of this  Agreement  and by the  Employee or the  Employee's  legal
guardian in the case of total disability for the full Option period specified in
the first paragraph of this Section 4.

      5. TRANSFER
         The Option shall not be assigned,  pledged or  hypothecated in any way,
shall not be subject to execution and shall not be  transferable by the Employee
otherwise  than by will and the laws of  descent  and  distribution.  During the
lifetime of the Employee,  the Option shall be exercisable only by the Employee,
except as set forth in Section 4 and Section 6(b) of this Agreement.

      6. TERMINATION OF OPTIONS
         (a) In the event of  termination  of the employment of the Employee for
any cause,  other than death,  retirement,  or total disability of the Employee,
whether  by reason of  resignation  or  discharge,  the Option  shall  terminate
immediately;  provided,  however, that with the consent of the Committee,  which
shall be a matter of its sole  discretion,  such Employee (if the Employee shall
voluntarily  terminate the Employee's  employment  with the Company) may, within
ninety (90) days immediately  following such voluntary termination of employment
and  subject to the  provisions  of Section 4 of this  Agreement,  exercise  any
unexercised  Option which could have been exercised on the day of such voluntary
termination.

      (b) The Option  shall  terminate  twelve  (12) months from the date of the
Employee's  death,  provided  the  Employee  at the time of his death was in the
employ of the Company or retired from such  employment,  either as the result of
age or total disability,  as determined by the Company's Employee Policy Manual,
(notwithstanding  Section 4 of this  Agreement).  In such event,  the Employee's
personal  representative(s)  may  exercise  any  unexercised  Option  which  the
Employee held at the time of the Employee's  death,  provided that such exercise
must be  accomplished  prior to the  expiration  of such  Option as  provided by
Section 4 of this Agreement and within the twelve-month period after the date of
the Employee's death.

      (c)  Retirement,  either  as the  result  of age or  total  disability  as
determined in accordance with the Company's  Employee  Policy Manual,  shall not
cause an early termination of the Option.

      7.   RECAPITALIZATION AND REORGANIZATION
           (a) If any change is made in the stock  subject to the Plan by reason
of  stock  dividends,  a  stock  split-up,  a  reverse  stock  split,  or  other
recapitalization or reclassification of the Company's stock,  appropriate action
shall be taken by the  Committee  as to the number of shares and price per share
of the stock  subject  to the Plan or to any  Option  granted  under the Plan in
order to prevent dilution.

           (b) In the case of a spin-off,  merger or other corporate transaction
to which  Section  425(a) of the  Internal  Revenue  Code of 1986,  as  amended,
applies, the Company and the spun- off corporation or surviving corporation,  as
the case  may be,  shall  assume,  without  cost to any  Employee,  all  Options
outstanding  under the Plan or issue  equivalent new Options and the Board shall
take any  appropriate  action  required to effectuate the intent of this Section
7(b).

           (c)  In  the  case  of a  reorganization,  merger,  consolidation  or
spin-off  of the  Company  while  any  unexercised  part of any  Option  granted
hereunder remains outstanding, there shall be substituted for the shares subject



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to the unexercised  portions of the Option,  an appropriate  number of shares of
each  class of stock  or  other  securities  of the  reorganized  or  merged  or
consolidated  or spun-off entity which were  distributed to the  shareholders of
the Company in respect of the Common  Stock;  provided,  however,  that all such
Options may be  cancelled  by the Company as of the  effective  date of any such
reorganization,  merger,  consolidation  or  spin-off or of any  dissolution  or
liquidation of the Company, by action of the Committee,  by giving notice to the
Employee or his or her personal  representative(s)  or legal  guardian(s) of its
intention  to do so and by  permitting,  during  the 30-day  period  immediately
preceding the effective date of any such event, the exercise in whole or in part
of the Option,  without regard to any installment provisions hereof, but subject
to any other  limitation  on the exercise of the Option in effect on the Date of
Exercise.

      (d)The  Committee may make such  additional  adjustments  in the price and
number of shares subject to Options as it deems  appropriate to prevent dilution
on account of any issuance of shares of the  Company's  Common Stock in a merger
or similar corporate transaction.

      8.   AMENDMENT OR TERMINATION OF THE PLAN
           No  modification,  termination,  or  suspension  of  the  Plan  shall
adversely  affect  any right  acquired  by an  Employee  under the terms of this
Agreement,  if the  Option  is  granted  before  the  date of such  termination,
suspension or modification unless the Employee shall consent; provided, however,
it  shall  be   conclusively   presumed  that  any   adjustment  or  changes  in
capitalization  as provided in Section 7 hereof  does not  adversely  affect the
Option.

      9.   SECURITIES REGISTRATION
           Prior to the  delivery of a  certificate(s)  representing  the shares
specified on any notice of election to exercise any Option,  the Employee or the
Employee's personal  representative(s) or legal guardian(s) shall certify to the
Company in the form attached hereto and marked Exhibit "A" that such Employee or
personal representative(s) or legal guardian(s) will receive and hold the shares
for  investment  and not with a view to resale or  distribution  thereof  to the
public,  if in the opinion of the counsel of the Company such  certification  is
necessary or desirable to comply with Federal or state securities laws.

           The Company  shall not be required,  upon the exercise of the Option,
to issue or deliver any shares of stock prior to: (a) the  authorization of such
shares for listing on any stock exchange on which the Company's Common Stock may
then  be  listed,   and  (b)  the  completion  of  such  registration  or  other
qualification  as the Company shall determine to be necessary or desirable.  The
Company  may at any time  prepare  and file,  at its own expense and without the
consent of the Employee,  a registration  statement  under the Securities Act of
1933,  as such law may then be in  effect,  with  respect  to all or any  shares
subject to the  Option or  reserved  for or  transferred  under this  Agreement,
either separately or together with other Common Stock or other securities of the
Company.  In such event,  the  Employee or personal  representative(s)  or legal
guardian(s)  who shall have  given the  certification  referred  to in the first
sentence of this Section 9 shall be determined to be released therefrom upon the
effective date of such registration  statement.  Nothing in this Agreement or in
the Plan shall give the  Employee the right to request the Company to prepare or
file such a registration statement at any time.

      10.  WITHHOLDING
           With   respect  to  any  amount  the  Employee   must   recognize  as
compensation  for income tax purposes,  the Company agrees to file the necessary



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payroll tax returns to governmental  agencies,  to remit timely to such agencies
the necessary minimum payroll taxes and employee  withholding taxes, and to file
timely  the  required  calendar  year-end  payroll  information  returns  to the
applicable governmental agencies and the Employee. The Employee agrees to timely
provide the Company  with the funds  necessary  to meet the minimum  withholding
requirements  (including  FICA and  Federal  Withholding  Taxes)  of  applicable
governmental  agencies at the time(s)  such taxes must be paid.  Notwithstanding
any other  provision  of this Plan to the  contrary,  any exercise of any Option
granted under this Plan is contingent upon the Employee providing to the Company
the funds  necessary  to meet the  minimum  withholding  requirements  described
herein and the Company  shall not be required,  upon the exercise of any Option,
to issue or deliver any shares of stock prior to the  Employee  providing to the
Company the funds necessary to meet such minimum withholding requirements.

      11.  CONTINUED EMPLOYMENT
           The  Employee  shall have no right to  continue  in the employ of the
Company  solely by reason of the grant,  acceptance or exercise of the Option or
by the terms of this Agreement.

      12.  STOCKHOLDER RIGHTS
           The Employee  shall not have any rights of a stockholder by virtue of
the Option except with respect to shares  actually  issued to him or her and the
issuance of shares  shall  confer no  retroactive  right to  dividends  or other
distribution.

      13.  EFFECTIVE DATE
           The Plan, as adopted by the Board,  became  effective on November 19,
1996.

      14.  LAWS GOVERNING
           The Option  shall be  construed  and shall take effect in  accordance
with the laws of the State of Florida.

      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.
                                            KOGER EQUITY, INC.


         (Corporate Seal)                    By:    ____________________________
                                                    President

                                             Attest:____________________________
                                                    Secretary


Witnesses:

-------------------------------

-------------------------------                 --------------------------------
                                                Employee