FORM OF
                           INDEMNIFICATION AGREEMENT               EXHIBIT 10(x)

             THIS INDEMNIFICATION AGREEMENT is made this 14th day of
          November, 1995, by and between KOGER EQUITY, INC., a Florida
       corporation (the "Company"), and _____________ (the "Indemnitee").

                             Preliminary Statements

     A. The  Company  desires  to retain the  services  of the  Indemnitee  as a
director and/or officer of the Company.

     B. Section 607.0850 of the Florida  Business  Corporation Act (the "Florida
Statutes")  provides a nonexclusive  statutory basis for the  indemnification of
directors  and  officers  of a Florida  corporation  and  authorizes  agreements
between  the  Company  and  its   officers   and   directors   with  respect  to
indemnification of such individuals.

     C. Highly  competent  persons are  becoming  more  reluctant to serve or to
continue to serve publicly-held corporations as directors or in other capacities
unless they are provided  with  adequate  protection  through  insurance  and/or
adequate indemnification against claims and actions against them arising out of
their service to and activities on behalf of such corporations.

     D. It is  reasonable,  prudent,  necessary  and in the best interest of the
Company's  shareholders  for the Company  contractually  to obligate  itself  to
indemnify  its  directors  and  executive  officers  so that they will  serve or
continue to serve the Company  free from undue  concern that they will not be so
indemnified,  and the  Indemnitee is willing to serve,  continue to serve and to
take on additional service for or on behalf of the Company on the condition that
he be so indemnified.

                                    Agreement

     In order to induce the  Indemnitee  to serve or to  continue  to serve as a
director  and/or officer of the Company and/or a subsidiary of the Company,  the
Company  has  determined  and  agreed  to enter  into  this  agreement  with the
Indemnitee, and the Company and the Indemnitee agree as follows:

     1.  Indemnification  of  Indemnitee.  The  Company  hereby  agrees  to hold
harmless and  indemnify  the  Indemnitee  to the fullest  extent  authorized  or
permitted by the provisions of the Florida Statutes or by any amendment thereof,
or other  statutory  provision  authorizing or permitting  such  indemnification
adopted  after the date  hereof  which has the  effect  of  broadening  (but not
narrowing) the scope of  indemnification  provided under the Florida Statutes as
it exists as of the date hereof.


                                                       
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     2. Additional Indemnification.  In addition to any other indemnification to
which the  Indemnitee  may be entitled  pursuant to the  Florida  Statutes,  the
Company's  Articles of Incorporation  (the "Articles") or Bylaws (the "Bylaws"),
or otherwise, and subject only to the limitations set forth in Section 3 hereof,
the Company  hereby further agrees to hold harmless and indemnify the Indemnitee
against any and all costs and expenses  (including  trial,  appellate  and other
attorneys' fees),  judgments,  fines,  penalties and amounts paid in settlement,
actually  and  reasonably  incurred by the  Indemnitee  in  connection  with any
threatened,  pending or completed  claim,  action,  suit or proceeding,  whether
civil, criminal,  administrative or investigative  (including an action by or in
the right of the Company or any corporation,  partnership, joint venture, trust,
employee  benefit  plan or other  enterprise  or by or in the right of any other
person) to which the  Indemnitee  is, was or at any time becomes a party,  or is
threatened to be made a party, by reason of the fact that the Indemnitee is, was
or at any time becomes a director, officer, employee or agent of the Company, or
is or was  serving  or at any time  serves at the  request  of the  Company as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust, employee benefit plan or other enterprise.  Notwithstanding any
other  provision of this  Agreement,  the Company  shall pay and  reimburse  all
expenses  incurred by Indemnitee in connection  with his appearance as a witness
or  other  participation  in a  proceeding  at a time  when  he is  not a  named
defendant or respondent in the proceeding.

     3. Limitations on Additional  Indemnification.  No indemnification pursuant
to Section 2 hereof shall be paid by the Company if a judgment (after exhaustion
of all appeals) or other final  adjudication  determines  that the  Indemnitee's
actions,  or omissions to act,  were  material to the cause of action so adjudi-
cated and constitute:


          (a) a violation of criminal law,  unless the Indemnitee had reasonable
     cause to  believe  his  conduct  was lawful or had no  reasonable  cause to
     believe his conduct was unlawful;

          (b) a  transaction  from which the  Indemnitee  received  an  improper
     personal  benefit  within  the  meaning of  Section  607.0831(l)(b)(2)  and
     607.0831(3) of the Florida Business Corporation Act;

          (c) a  circumstance  under which the  liability  provisions of Section
     607.0834 of the Florida Business Corporation Act are applicable; or

          (d) willful  misconduct or conscious  disregard for the best interests
     of the Company in a proceeding by or in the right of

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              the Company to procure a judgment in its favor or in a proceeding 
              by or in the right of a shareholder of the Company.

     4. Disbursement/Repayment of Expenses. In addition to the prompt payment of
any indemnification to which the Indemnitee may be entitled,  upon the demand of
the  Indemnitee,  the Company shall promptly (and in any event within 5 business
days after written demand  therefor)  advance to or reimburse the Indemnitee for
all reasonable expenses  (including,  without limitation,  trial,  appellate and
other attorney's fees, court costs, judgments, fines, penalties, amounts paid in
settlement  and other  payments) that the Indemnitee may incur in responding to,
investigating,  defending,  settling or  appealing  any  threatened,  pending or
completed claim, action, suit or proceeding for which it reasonably appears that
the  Indemnitee  may be entitled to  indemnification  from the  Company,  either
pursuant to this Agreement,  the Florida Statutes,  the Articles,  the Bylaws or
otherwise.  The Indemnitee agrees to reimburse the Company for all such expenses
in the event,  and only to the extent,  that it shall be  ultimately  determined
that the  Indemnitee is not entitled to be  indemnified  by the Company for such
expenses under the provisions of Section 3 of this Agreement.  Such  undertaking
to reimburse  the Company for amounts  advanced if it is  ultimately  determined
that the  Indemnitee  is not  entitled  to be  indemnified  by the Company is an
unlimited general, unsecured and interest-free obligation of the Indemnitee.

     5. Indemnification Procedures.

          (a)  Payment/Determination  of Indemnification.  Upon any request from
     the Indemnitee for  indemnification  from the Company,  whether pursuant to
     this  Agreement,   the  Florida  Statutes,  the  Articles,  the  Bylaws  or
     otherwise, the Company shall promptly pay the full amount of such requested
     indemnification.   If  the  Company's  Board  of  Directors  (the  "Board")
     reasonably  believes   that  all or any  portion  of  such  indemnification
     pursuant to this  Agreement is prohibited by Section 3 hereof,  the Company
     shall in any event promptly pay the amount of such indemnification, if any,
     that may  reasonably  then be paid and shall  promptly  make or cause to be
     made a determination  (the  "Determination") of whether the payment of the
     balance is limited by Section 3 hereof. Such Determination shall be made in
     the following order of preference.


               (i)  by the  Board  by  majority  vote  or  consent  of a  quorum
          consisting of directors who are not, at the time of the Determination,
          named  parties  to such  action,  suit or  proceeding  ("Disinterested
          Directors"); or


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               (ii)  if such a  quorum  of  Disinterested  Directors  cannot  be
          obtained,  by majority vote or consent of a committee duly  designated
          by the Board (in  which  designation  all  directors,  whether  or not
          Disinterested  Directors, may participate) consisting solely of two or
          more Disinterested Directors; or

               (iii) if  such a  committee cannot be established, by the opinion
          of the outside legal counsel  regularly  employed by the Company (with
          respect to which such  counsel  shall  exercise  due care in preparing
          such opinion and shall have no further duty or liability  with respect
          thereto); or
               (iv) if such legal opinion cannot be obtained, by vote or consent
          of the holders of a majority of the  Company's  capital  stock present
          and  entitled  to  vote  at a  meeting  called  for  such  purpose  (a
          "Shareholder Determination").

          (b)  Presumptions  and  Effect  of  Certain  Proceedings.  In making a
     Determination with respect to entitlement to indemnification hereunder, the
     person or persons or entity  making the  Determination  shall  presume that
     Indemnitee  is entitled to  indemnification  under this  Agreement  and the
     Company  shall have the burden of proof to  overcome  that  presumption  in
     connection  with  the  making  by any  person,  persons  or  entity  of any
     Determination  contrary to that presumption.  The termination of any claim,
     action, suit or proceeding by judgment,  order, settlement,  conviction, or
     upon a plea of nolo contendere or its equivalent,  shall not, of itself, be
     determinative  of or  create  a  presumption  that  the  Indemnitee  is not
     entitled to  indemnification  or  reimbursement  of expenses  hereunder  or
     otherwise.

          (c)  Reliance  as  Safe  Harbor.  For  purposes  of any  Determination
     hereunder,  the Indemnitee  shall be deemed to have acted in good faith and
     in a manner he  reasonably  believed  to be in or not  opposed  to the best
     interests  of the  Company,  or,  with  respect to any  criminal  action or
     proceeding,  to have had no  reasonable  cause to believe  his conduct was
     unlawful,  if his action is based on (i) the records or books of account of
     the Company or another  enterprise,  including financial  statements,  (ii)
     information  supplied  to him by the  officers  of the  Company  or another
     enterprise in the course of their duties, (iii) the advice of legal counsel
     for the Company or another enterprise, or (iv) information or records given
     or reports  made to the  Company or another  enterprise  by an  independent
     certified  public  accountant  or by an appraiser or other expert  selected
     with  reasonable  care by the  Company  or  another  enterprise.  The  term
     "another enterprise" as used in this Section 5(c) shall mean any other 
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     corporation or any partnership, joint venture, trust, employee benefit plan
     or other  enterprise  of which  the  Indemnitee  is or was  serving  at the
     request of the Company as a director,  officer,  partner, trustee, employee
     or agent.  The  provisions  of this  Section 5(c) shall not be deemed to be
     exclusive  or to  limit in any way the  other  circumstances  in which  the
     Indemnitee may be deemed to have met the applicable standard of conduct set
     forth herein. 

          (d)  Success  on  Merits  or  Otherwise.   Notwithstanding  any  other
     provision of this  Agreement,  to the extent that the  Indemnitee  has been
     successful  on the merits or  otherwise  in defense of any action,  suit or
     proceeding  described herein,  or in defense of any claim,  issue or matter
     therein,  he shall be indemnified against all costs and expenses (including
     trial,  appellate  and  other  attorneys'  fees)  actually  and  reasonably
     incurred by him in connection with  the investigation,  defense, settlement
     or appeal thereof.  For purposes of this Section 5(d), the term "successful
     on the merits or otherwise"  shall include,  but not be limited to, (i) any
     termination,  withdrawal,  or dismissal (with or without  prejudice) of any
     claim,  action,  suit or  proceeding  against  the  Indemnitee  without any
     express  finding of liability or guilt against him, (ii) the  expiration of
     90 days  after the  making of any  claim or  threat of an  action,  suit or
     proceeding  without the  institution of the same and without any promise or
     payment   made  to   induce a  settlement,  or (iii) the  settlement of any
     action,  suit or proceeding pursuant to which the Indemnitee pays less than
     $50,000.

          (e) Partial  Indemnification  or  Reimbursement.  If the Indemnitee is
     entitled  under any provision of this Agreement to  indemnification  and/or
     reimbursement  by the  Company  for  some or a  portion  of the  costs  and
     expenses (including trial, appellate and other attorneys' fees), judgments,
     fines,  penalties  or  amounts  paid in  settlement  by the  Indemnitee  in
     connection  with the  investigation,  defense,  settlement or appeal of any
     action specified herein,  but not,  however,  for the total amount thereof,
     the Company shall  nevertheless  indemnify  and/or reimburse the Indemnitee
     for the portion  thereof to which the Indemnitee is entitled.  The party or
     parties making the Determination  shall determine the portion (if less than
     all) of such claims,  damages,  expenses  (including  trial,  appellate and
     other attorneys' fees),  judgments,  fines or amount paid in settlement for
     which the Indemnitee is entitled to  indemnification  and/or  reimbursement
     under this Agreement.

          (f) Costs.  All costs of making  any  Determination  required  by this
     Section 5 shall be borne solely by the Company,  including, but not limited
     to,  the  costs  of  legal  counsel,   proxy   solicitations  and  judicial
     determinations. The Company shall also be

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     solely  responsible for paying (i) all reasonable  expenses incurred by the
     Indemnitee to enforce this Agreement  including trial,  appellate and other
     attorneys'  fees and costs;  and (ii) all costs of  defending  any suits or
     proceedings  challenging  payments to the  Indemnitee  under this Agreement
     including trial, appellate and other attorneys' fees and costs.
                         
          (g)  Timing  of the  Determination.  The  Company  shall  use its best
     efforts to make the Determination  contemplated by this Section 5 promptly,
     but in all events within the following time periods:


               (i)  if  the  Determination  is to be  made  by  the  Board  or a
          committee thereof,  such Determination shall be made not later than 30
          days after a written  request for a  Determination  (a  "Request")  is
          delivered to the Company by the Indemnitee;
                                   
               (ii) if the  Determination is to be made by the Company's outside
          legal counsel, such Determination shall be made not later than 30 days
          after a Request is delivered to the Company by the Indemnitee; and
         
               (iii)  if  the  Determination  is to be  made  by  the  Company's
          shareholders,  such Determination shall be made not later than 90 days
          after a Request is delivered to the Company by the Indemnitee.

               The failure to make a  Determination  within the  above-specified
          time period shall constitute a Determination that full indemnification
          is not limited or prohibited by Section 3 hereof.

          (h) Shareholder Vote on Determination. In connection with each meeting
     at which a  Shareholder  Determination   will be made,  the  Company  shall
     solicit proxies that expressly include a proposal to indemnify or reimburse
     the  Indemnitee.  Subject  to the  fiduciary  duties of its  members  under
     applicable  law, the Board will not recommend  against  indemnification  or
     reimbursement in any proxy statement  relating to the proposal to indemnify
     or reimburse the Indemnitee.

          (i) Right of Indemnitee to Appeal on Adverse Determination by Board or
     Committee.  If a Determination is made by the Board or a committee  thereof
     that all or any portion of a request for  indemnification  pursuant to this
     Agreement is prohibited by Section 3 hereof, then upon the written request

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     of the Indemnitee,  the Company shall cause a new  Determination to be made
     by the  Company's  shareholders  at the next regular or special  meeting of
     shareholders.  Such  Determination by the Company's  shareholders  shall be
     binding and  conclusive for all purposes of this  Agreement,  but shall not
     preclude the  Indemnitee  from  seeking  court-ordered  indemnification  or
     reimbursement  pursuant  to  any  provision  of  the  Florida  Statutes  or
     otherwise.

          (j) Right of Indemnitee to Select Forum for  Determination.  If at any
     time subsequent to the date of this Agreement,  "Continuing  Directors" (as
     defined below) do not constitute a majority of the members of the Board, or
     there is otherwise a change in control of the Company  (as  contemplated by
     Item 403(c) of Securities and Exchange  Commission  Regulation  S-K),  then
     upon  the  request  of  the   Indemnitee,   the  Company  shall  cause  the
     Determination  required  by this  Section  5 to be made  by  special  legal
     counsel  designated  by the  Indemnitee  and  approved by the Board  (which
     approval shall not be unreasonably withheld), which counsel shall be deemed
     to satisfy the  requirements  of Section 5(a) (iii) hereof.  If none of the
     legal counsel  selected by the  Indemnitee  are willing and/or able to make
     the  Determination,  then the Company shall cause the  Determination  to be
     made by a majority vote or consent of a Board committee  consisting  solely
     of  Continuing  Directors.  For purposes of this  Agreement,  a "Continuing
     Director"  means either a member of the Board at the date of this Agreement
     or a person  nominated  to serve as a member of the Board by a majority  of
     the  then   Continuing   Directors.   

          (k) Access by the Indemnitee to Determination.The Company shall afford
     to the  Indemnitee  and his  representatives  ample  opportunity to present
     evidence of the facts upon which the Indemnitee relies for  indemnification
     or reimbursement  together with other information relating to any requested
     Determination.  The Company shall also afford the Indemnitee the reasonable
     opportunity  to include such evidence and  information in any Company proxy
     statement relating to a Shareholder Determination.

     6. Contribution.

          (a) If the  indemnification  provided  in  Sections  1 and 2 hereof is
     unavailable and may not be paid to the Indemnitee for any reason other than
     those set forth in Section 3 hereof,  then in  respect  of any  threatened,
     pending or completed  action,  suit or  proceeding  in which the Company is
     jointly  liable with the  Indemnitee (or would be if joined in such action,
     suit  or  proceeding),  the  Company  shall  contribute  to the  amount  of
     

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     expenses,   judgments,  fines  and  settlements  paid  or  payable  by  the
     Indemnitee in such proportion as is appropriate to reflect (i) the relative
     benefits  received by the Company on the one hand and the Indemnitee on the
     other hand from the transaction from which such action,  suit or proceeding
     arose,  and (ii) the relative  fault of the Company on the one hand and the
     Indemnitee on the other in connection with the events that resulted in such
     expenses,  judgments,  fines or  settlement  amounts,  as well as any other
     relevant equitable considerations. The relative fault of the Company on the
     one  hand  and of the  Indemnitee  on the  other  shall  be  determined  by
     reference to, among other things, the parties' relative intent,  knowledge,
     access  to   information   and   opportunity  to  correct  or  prevent  the
     circumstances  resulting in such expenses,  judgments,  fines or settlement
     amounts.  The  Company  agrees that it would not be just and  equitable  if
     contribution  pursuant  to  this  Section  6 were  determined  by pro  rata
     allocation  or any  other  method  of  allocation  that  does not take into
     account the foregoing equitable considerations.

          (b) The  determination as to the amount of the  contribution,  if any,
     shall be made by:

               (i) a court of competent  jurisdiction  upon the  application  of
          both the  Indemnitee  and the  Company  (if an action or suit had been
          brought in, and final determination had been rendered by, such court);

               (ii) the  Board by a  majority  vote of a  quorum  consisting  of
          directors who were not parties to such action, suit or proceeding; or

               (iii) regular outside counsel of the Company,  if a quorum is not
          obtainable for purpose of (ii) above, or, even if obtainable, a quorum
          of Disinterested Directors so directs.

     7.  Notification and Defense of Claim.  Promptly after receipt of notice of
the  commencement of any action,  suit or proceeding,  the Indemnitee will, if a
claim in respect thereof is to be made against the Company under this Agreement,
notify the Company of the  commencement  thereof,  but the omission to so notify
the Company will not relieve the Company from any liability  that it may have to
the  Indemnitee  otherwise than under this  Agreement,  with respect to any such
action, suit or proceeding as to which the Indemnitee so notifies the Company;
                           
          (a) The Company  will be entitled  to  participate  therein at its own
     expense;


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          (b) Except as  otherwise  provided  below,  the Company may assume the
     defense thereof, with counsel satisfactory to the Indemnitee.  After notice
     from the Company to the  Indemnitee  of its election to assume the defense,
     the Company will not be liable to the  Indemnitee  under this Agreement for
     any legal or other  expenses  subsequently  incurred by the  Indemnitee  in
     connection  with  the  defense  thereof,  other  than  reasonable  costs of
     investigation or as otherwise provided below. The Indemnitee shall have the
     right to employ his counsel in such  action,  suit or  proceeding,  but the
     fees and expense of such counsel  incurred after notice from the Company of
     its  assumption  of the  defense  thereof  shall be at the  expense  of the
     Indemnitee unless: (i) the employment of counsel by the Indemnitee has been
     authorized  by the  Company;  (ii) the  Indemnitee  shall  have  reasonably
     concluded that there may be a conflict of interest  between the Company and
     the  Indemnitee in the conduct of the defense of such action;  or (iii) the
     Company  shall not in fact have  employed  counsel to assume the defense of
     such  action,  in  each  of  which  cases  the  fees  and  expenses  of the
     Indemnitee's  counsel  shall be at the expense of the Company.  The Company
     shall  not be  entitled  to  assume  the  defense  of any  action,  suit or
     proceeding  brought  by or on  behalf  of the  Company  or as to which  the
     Indemnitee  shall have come to the  conclusion  provided for in (ii) above;
     and

          (c) The Company shall not be liable to indemnify the Indemnitee  under
     this  Agreement  for any amounts paid in  settlement of any action or claim
     effected  without its  written  consent.  The Company  shall not settle any
     action or claim in any manner that would  impose any penalty or  limitation
     on the Indemnitee  without the Indemnitee's  written  consent.  Neither the
     Company nor the Indemnitee will unreasonably withhold its or his consent to
     any proposed settlement.

     8. Liability  Insurance.  So long as the Indemnitee shall continue to serve
as an officer or director  of the  Company (or shall  continue at the request of
the  Company  to serve as a  director,  officer,  employee  or agent of  another
corporation, partnership, joint venture, trust or other enterprise), the Company
will use its best  efforts to purchase and maintain in effect for the benefit of
the Indemnitee one or more valid,  binding and enforceable policy or policies of
directors and officers  liability  insurance  providing  coverage  within limits
determined by the Board in its sole discretion.  Notwithstanding  the foregoing,
the Company shall not be required to purchase or maintain such insurance  policy
if, in the sole  discretion  of the Board (i) such  insurance is not  reasonably
available;  (ii) the premium cost for such insurance is  disproportionate to the
amount of the coverage;  or (iii) the coverage  provided by such insurance is so
limited by exclusions that there is insufficient benefit from such insurance. 
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     9.  Disclosure  of  Payments.  Except  as  expressly  required  by  federal
securities laws or federal law,  neither party shall disclose any payments under
this  Agreement  unless  prior  approval  of the other  party is  obtained.  Any
payments  to the  Indemnitee  that must be  disclosed  shall,  unless  otherwise
required by law, be described only  in Company  proxy or information  statements
relating to special and/or annual  meetings of the Company's  shareholders,  and
the Company shall afford the Indemnitee the reasonable opportunity to review all
such disclosures and, if requested,  to explain in such statement any mitigating
circumstances regarding the events reported.

     10. Covenant Not to Sue; Limitation of Actions; Release of Claims. No legal
action shall be brought and no cause of action shall be asserted by or on behalf
of the Company (or any of its subsidiaries) against the Indemnitee,  his spouse,
heirs,  executors,   personal   representatives  or   administrators  after  the
expiration  of 2 years from the date the  Indemnitee  ceases (for any reason) to
serve as either an officer or director of the Company, and any claim or cause of
action of the Company (or any of its  subsidiaries)  shall be  extinguished  and
deemed  released  unless  asserted by the filing of a legal  action  within such
2-year period.

     11.  Continuation  of  Obligations.  All agreements and  obligations of the
Company  contained  herein shall continue  during the period the Indemnitee is a
director,  officer,  employee  or agent of the  Company  (or is  serving  at the
request of the  Company as a  director,  officer,  employee  or agent of another
corporation,  partnership,  joint venture, trust or other enterprise), and shall
continue  thereafter  for so long as the  Indemnitee  shall  be  subject  to any
possible claim or threatened,  pending or completed action,  suit or proceeding,
whether  civil,  criminal  or  investigative,  by  reason  of the fact  that the
Indemnitee  was an officer or  director  of the  Company or serving in any other
capacity  referred to herein,  whether or not the Indemnitee has ceased to serve
in any such  capacity  due to his  resignation,  removal by vote of directors or
shareholders, termination, death, disability or otherwise.

     12. Enforcement.

               (a) The Company expressly confirms and agrees that it has entered
          into this Agreement and assumed the  obligations  imposed on it hereby
          in order to induce the  Indemnitee to serve or to continue to serve as
          a director  and/or  officer of the Company  and/or a subsidiary of the
          Company,  and  acknowledges  that  the Indemnitee is relying upon this
          Agreement  in  agreeing  to  serve  or to  continue  to  serve in such
          capacity.
               (b) In the event the  Indemnitee  is required to bring any action
          to enforce  his rights or to collect  monies due under this  Agreement
          

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          and is  successful  in such action,  the Company  shall  reimburse the
          Indemnitee for all of the Indemnitee's reasonable fees and expenses in
          bringing and pursuing  such action,  including  reasonable  attorneys'
          fees (including  trial,  appellate and other attorneys'  fees),  court
          costs and other related expenses.



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          13. Miscellaneous.

               (a) Cooperation  and Intent.  The Company shall cooperate in good
          faith with the  Indemnitee and use its best efforts to ensure that the
          Indemnitee is indemnified  and/or reimbursed for expenses as described
          herein to the fullest extent permitted by law.

               (b) Nonexclusivity;  Subrogation; Entire Agreement. The rights of
          indemnification and reimbursement  provided in this Agreement shall be
          in addition to any rights to which the  Indemnitee  may  otherwise  be
          entitled by the Florida Statutes,  the Articles, the Bylaws, a vote of
          the Company's shareholders,  or otherwise. In the event of any payment
          under this Agreement, the Company shall be subrogated to the extent of
          such payment to all of the rights of recovery of  the  Indemnitee, who
          shall  execute all papers  required  and take all action  necessary to
          secure such rights,  including the execution of such  documents as are
          necessary  to enable the Company to bring suit to enforce such rights.
          The  Company  shall not be liable  under  this  Agreement  to make any
          payment of amounts  otherwise  indemnifiable  hereunder  if and to the
          extent  that the  Indemnitee  has  otherwise  actually  received  such
          payment under any insurance policy, contract,  agreement or otherwise.
          This Agreement  constitutes the entire  agreement  between the Company
          and the  Indemnitee  with  respect to the  subject  matter  hereof and
          supersedes  all  prior  agreements,  understandings,  negotiations and
          discussions,  both written and oral,  between the parties  hereto with
          respect to such  subject  matter (the "Prior  Agreements");  provided,
          however,   that  if  this  Agreement   shall  ever  be  held  void  or
          unenforceable for any reasons whatsoever, and is not reformed pursuant
          to Section 13(d) hereof,  then (i) this Agreement  shall not be deemed
          to have  superseded  any  Prior  Agreements;  (ii)  all of such  Prior
          Agreements   shall  be  deemed  to  be  in  full   force  and   effect
          notwithstanding  the  execution  of  this  Agreement;  and  (iii)  the
          Indemnitee  shall be  entitled  to  maximum  indemnification  benefits
          provided under the Florida Statutes,  the Articles, the Bylaws, a vote
          of Company's shareholders, or any Prior Agreements.

               (c) Effective  Date. The provisions of this Agreement shall cover
          claims,  actions,  suits,  and  proceedings  whether  now  pending  or
          hereafter  commenced  and  shall  be  retroactive  to  cover  acts  or
          omissions or alleged omissions that heretofore have taken place.

               (d)  Severability;  Reformation.  Each of the  provisions of this
          Agreement is a separate and distinct  agreement and independent of the
          others, so that if any provision hereof shall be held to be invalid or
          unenforceable in whole or in part for any reason, such invalidity or

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          unenforceability  shall not  affect the validity or enforceability  of
          the other provisions  hereof.  In the event that any or all portion(s)
          of this  Agreement  is ever held void or  unenforceable  by a court of
          competent  jurisdiction,  then the  parties  hereto  hereby  expressly
          authorize such court to modify any and all  provision(s)  held void or
          unenforceable  to the  extent,  and only to the extent,  necessary  to
          render it or them valid and enforceable.
                          
               (e)   Notices.   All   notices,   requests,   demands  and  other
          communications  hereunder  shall be in writing  and shall be deemed to
          have been duly given if (i) delivered by hand and receipted for by the
          party to whom said notice or other communication is directed,  or (ii)
          mailed by certified or registered mail, postage prepaid,  on the third
          business day after the date on which it is so mailed:

                  If to the Indemnitee: 

                           ________________________ 
                           ________________________ 
                           ________________________ 

                  If to the Company: 

                           Koger Equity, Inc. 
                           3986 Boulevard Center, Suite 101 
                           Jacksonville, FL  32207 

         or to such other address as may have been furnished by either party 
         to the other. 

               (f)  Amendments  or  Modifications.  This  Agreement  may  not be
          amended or modified in any way except by a written instrument executed
          by all of the parties.

               (g)  Governing  Law.  This   Agreement   shall  be  governed  by,
          interpreted  and enforced in accordance  with the laws of the State of
          Florida,  without  giving effect to the principles of conflicts of law
          thereof.

               (h) Successors and Assigns.  This Agreement shall be binding upon
          the Indemnitee and the Company,  its successors and assigns, and shall
          inure  to  the  benefit  of  the  Indemnitee,   his  heirs,   personal
          representatives  and assigns and to the  benefit of the  Company,  its
          successors and assigns.


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               (i) Identical Counterparts. This Agreement may be executed in one
          or more  counterparts,  each of which shall for all purposes be deemed
          to be an original but all of which together  shall  constitute one and
          the same  agreement.  Only one such  counterpart  signed  by the party
          against whom enforceability is sought needs to be produced to evidence
          the existence of this Agreement.

               (j) Headings.  The headings of the sections of this Agreement are
          inserted for  convenience  only and shall not be deemed to  constitute
          part of this Agreement or to affect the construction thereof.

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


                                  THE COMPANY: 

                                  KOGER EQUITY, INC. 


                                  By:_______________________________ 

                                  Its                 President 

                                  THE INDEMNITEE: 


                                   __________________________________ 
                   

















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