EMPLOYMENT AGREEMENT


         This is an agreement (the "Agreement")  between Koger Equity, Inc. (the
"Company"),  a Florida  corporation  with its  principal  place of  business  at
Jacksonville,  Florida, and Victor A. Hughes, Jr., of Jacksonville, Florida (the
"Executive"), effective as of June 21, 1996 (the "Effective Date").

         WHEREAS, the operations of the Company require direction and leadership
in a variety of areas; and

         WHEREAS, the Executive has experience and expertise,  including service
with the  Company  as a senior  executive,  that  qualify  him to  provide  that
direction and leadership,  and the Company therefore wishes to employ him as its
Chairman and chief executive officer, and he wishes to accept such employment.

         NOW, THEREFORE, the parties agree as follows:

         1.  Employment.  Subject to the terms and  conditions set forth in this
Agreement,   the  Company  hereby  offers  and  the  Executive   hereby  accepts
employment.

         2. Term. Subject to earlier termination as provided in Section 5 below,
the term of the  Executive's  employment  hereunder  (the "Term of  Employment")
shall be a period starting on June 21, 1996 and ending on the third  anniversary
of the beginning of the Term of Employment or, if later, the 180th day following
the date on which either the Company or the Executive  gives  written  notice to
the  other  that he or it is  terminating  the  Term of  Employment  under  this
Agreement. The Term of Employment may be otherwise extended or renewed only by a
written   agreement  signed  by  the  Executive  and  an  expressly   authorized
representative of the Company.

         3.  Capacity  and  Performance.  During  the  Term of  Employment,  the
Executive shall:

         (a) serve the Company on a full-time  basis as its  Chairman  and chief
executive  officer  with his  principal  place of  employment  at the  Company's
executive offices in Jacksonville, Florida;

         (b) perform such duties and  responsibilities  on behalf of the Company
as may be designated  from time to time by the Board of Directors of the Company
(the  "Board")  consistent  with the  position of Chairman  and chief  executive
officer;

         (c) devote substantially all of his business time and his best efforts,
business  judgment,  skill and knowledge  exclusively to the  advancement of the
business  and  interests  of the Company and to the  discharge of his duties and
responsibilities  under  this  Agreement,  and he shall not  engage in any other
business activity or serve in any industry, trade, professional,

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governmental  or academic  position  during the Term of  Employment,  except (i)
service as a director of business,  industry, trade, professional,  governmental
or academic  organizations  which service does not interfere in any material way
with the performance of the Executive's duties and  responsibilities  hereunder;
and (ii) as may otherwise be expressly approved by the Board.

         (d) The Company agrees to use its best efforts to cause the election of
the Executive to the Board during the Term of Employment.

         4.    Compensation and Benefits.

         (a) Base Salary.  During the Term of Employment,  the Company shall pay
the  Executive  base salary  ("Base  Salary") at the rate of $250,000  per year,
prorated for any partial period.  All Base Salary shall be payable in accordance
with the payroll  practices  of the Company  for its  executives  and subject to
increase from time to time by the Board (or its  Compensation  Committee) in its
sole discretion.

         (b)  Discretionary  Bonuses.  The  Executive  will  be  considered  for
year-end  bonuses if the Company  performs well, and will be treated the same as
all  executives  who are  included in Schedule B of the  Company's  Supplemental
Executive  Retirement  Plan for  Executives of the Company (the "SERP") for such
purpose,  but the  determination  whether or not any such  bonuses  will be paid
shall be in the sole  discretion  of the  Compensation  Committee  of the Board,
provided  that in the  event of the  disability  or death  of  Executive  or his
termination  by the  Company  other than for Cause,  Executive  shall be paid an
amount at least equal to a Stipulated  Bonus. A Stipulated  Bonus shall be equal
to the average  bonus paid to  Executive  in respect of the three years prior to
termination  for death,  disability or other than for Cause (or such lesser time
as Executive  has been employed by the  Company),  prorated  through the date of
termination in the case of death or disability or for the balance of the Term of
Employment in the case of termination  other than for Cause  (disregarding  such
termination).

         (c)  Vacations.  During the Term of Employment  the Executive  shall be
entitled  to five weeks of vacation  per year,  prorated  for  partial  calendar
years,  to be taken at such times and  intervals  as he  wishes,  subject to the
reasonable  business  needs of the Company.  The Executive  shall be entitled to
cash compensation for vacation time not taken only to the extent approved by the
Board.

         (d) Other  Benefits.  During the Term of Employment the Executive shall
be entitled to participate in all employee  benefit plans  (including  insurance
plans) of the Company that cover senior executives of the Company generally. The
Executive's  participation  shall be subject to (i) the terms of the  applicable
plan documents and (ii) generally  applicable Company policies.  The Company may
alter, modify, supplement or delete its employee benefit plans at any time as it
sees fit, without recourse by the Executive.


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         (e) Business Expenses. The Company shall pay or reimburse the Executive
for  all  reasonable,  customary  business  expenses  incurred  or  paid  by the
Executive in the performance of the duties and responsibilities of his position,
subject  to any  restrictions  on such  expenses  set by the Board or in Company
policies  and to such  reasonable  substantiation  and  documentation  as may be
required by the Company.

         5.  Termination of Employment.

         (a) Death.  If the Executive  dies during the Term of  Employment,  the
Company shall have no further obligations under this Agreement other than to pay
to the  Executive's  estate Base Salary through the end of the calendar month of
his  death,  any  Stipulated  Bonus  as  provided  for  herein,  and  any  other
compensation  hereunder that has been earned but not paid. The Company agrees to
keep in force during the Term of Employment group life insurance,  substantially
equivalent  to that in effect  generally  for the  Company's  executives  on the
Effective Date.

         (b) Disability. The Company may terminate the Executive's employment by
written notice in the event that, for any reason,  he becomes  disabled,  either
physically or psychologically, and is unable to perform substantially all of his
duties and responsibilities  under this Agreement for 180 days during any period
of 365 consecutive  days. In the event of such a termination,  the Company shall
have no  further  obligations  under  this  Agreement  other  than to pay to the
Executive Base Salary through the end of the calendar month of his  termination,
any  Stipulated  Bonus  as  provided  for  herein,  and any  other  compensation
hereunder that has been earned but not paid. The Company agrees to keep in force
during the Term of Employment group disability income  insurance,  substantially
equivalent  to that in effect  generally  for the  Company's  executives  on the
Effective Date.

         The Executive may, and at the request of the Company shall, submit to a
medical  examination  by a  physician  selected  by the  Company,  to  whom  the
Executive  or his  duly  appointed  guardian  has no  reasonable  objection,  to
determine  whether  the  Executive  is  disabled.  Such  determination  shall be
conclusive.  If the Executive fails to submit to such medical  examination,  the
Company's determination of the Executive's disability shall be conclusive.

         (c) Termination by the Company for Cause. The Company may terminate the
Executive's  employment  hereunder  for  Cause at any time upon  written  notice
setting forth in reasonable  detail the nature of the Cause.  The following,  as
determined by the Board in its reasonable judgment, will constitute Cause:

                   (i) fraud,  embezzlement or other material  dishonesty by the
         Executive with respect to the Company; or


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                  (ii) the Executive's conviction of, or plea of nolo contendere
         to, a felony or other crime involving moral turpitude.

Upon termination of the Executive's employment for Cause, the Company shall have
no further  obligations  under this Agreement other than to pay to the Executive
any Base Salary and any other amounts that have been earned but not paid.

         (d)  Termination  by the Company Other Than for Cause.  The Company may
terminate the Executive's  employment hereunder other than for Cause at any time
upon written notice. In the event of such termination, the Company shall:

                    (i) at the election of the Executive, either continue to pay
         Base  Salary  to the  Executive  during  the  remainder  of the Term of
         Employment  or pay to him the  present  value  (using the prime rate as
         reported  in The Wall  Street  Journal  on the date of  termination  to
         calculate the discount factor) of such Base Salary in a lump sum;

                   (ii) at the  election of the  Executive,  either  continue to
         contribute  to  the  cost  of  the  Executive's  participation  in  the
         Company's medical and life insurance  arrangements during the remainder
         of the Term of Employment or pay to him in a lump sum the present value
         (determined  as  provided  in clause (i)  above) of the  greater of the
         Company's  contribution to such cost or the amount required to purchase
         individual coverage with substantially equivalent benefits if Executive
         is no longer eligible to participate in such medical and life insurance
         arrangements,  provided  that  if the  Executive  as a  result  of such
         termination  of employment is then eligible under the terms of the SERP
         to receive  medical  benefits as provided  for therein,  the  Executive
         shall not be entitled to  participation  or payment  under this Section
         5(d)(ii) with respect to medical insurance arrangements;

                   (iii) pay to Executive any other compensation  hereunder that
         has been earned but not paid including any Stipulated Bonus; and

                  (iv)  treat the  Executive  as having  satisfied  the  vesting
         requirements  of  the  Supplemental   Executive   Retirement  Plan  for
         Executives  of the Company  (the  "SERP"),  the  provisions  of Section
         3.2(a) of the SERP to the contrary notwithstanding, and with respect to
         stock  options  awarded to  Executive  such that  options  which  would
         otherwise become vested during the full Term of Employment shall become
         immediately vested upon such termination.

The Company shall have no other obligations under this Agreement.  The Executive
shall have no obligation to mitigate.




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         (e)  Termination by the Executive.

                   (i) If the Executive  terminates  his  employment  during the
         Term of Employment  because the Company has breached this  Agreement by
         failing to pay Base Salary in  accordance  with Section 4(a) or failing
         to pay other  compensation or expenses  contemplated  hereby or because
         the Company  otherwise  commits a material breach of its obligations to
         the  Executive  hereunder  (including  the Company's not using its best
         efforts to cause the  Executive  to be  elected as a director  with the
         result  that the  Executive  ceases  to be a  director  of the  Company
         notwithstanding  his  willingness  to serve,  assignment  of duties and
         responsibilities  inconsistent  with his  position,  any  change in his
         permanent  place of  employment  or any other action that is materially
         inconsistent  with  Executive's  position as a senior  executive  and a
         director of the Company),  the termination  shall, for purposes of this
         Agreement,  be treated as a  termination  by the Company other than for
         Cause and governed by Section 5(d).

                  (ii) If the  Executive  terminates  his  employment  with  the
         Company  for any  other  reason,  the  Company  shall  have no  further
         obligations under this Agreement other than to pay to the Executive any
         Base Salary that has been earned but not paid.

         (f) Gross-up  Payment.  The  payments  and benefits  called for by this
agreement are not in any way  conditioned on a change of ownership or control of
the Company.  The Company  intends such  payments and benefits to be  reasonable
compensation  for  services  rendered by the  Executive,  and  intends  that the
Executive  receive the full  economic  benefit of such  payments  and  benefits.
Therefore,  in the event  that it is  determined  that any  payment  or  benefit
provided by the Company to or for the benefit of  Executive,  either  under this
Agreement  or  otherwise,  will be subject to the excise tax  imposed by section
4999 of the Internal Revenue Code or any successor  provision  ("section 4999"),
the Company  will,  prior to the date on which any amount of the excise tax must
be  paid or  withheld,  make  an  additional  lump-sum  payment  (the  "gross-up
payment") to Executive.  The gross-up  payment will be sufficient,  after giving
effect to all federal, state and other taxes and charges (including interest and
penalties, if any) with respect to the gross-up payment, to make Executive whole
for all taxes  (including  withholding  taxes) and any  associated  interest and
penalties, imposed under or as a result of section 4999.

         Determinations  under this Section  5(f) will be made by the  Company's
independent  auditors unless  Executive has reasonable  objections to the use of
that firm, in which case the  determinations  will be made by a comparable  firm
chosen by  Executive  after  consultation  with the Company (the firm making the
determinations to be referred to as the "Firm").  The determinations of the Firm
will be binding upon the Company and Executive except as the  determinations are
established in resolution  (including by  settlement) of a controversy  with the
Internal  Revenue Service to have been  incorrect.  All fees and expenses of the
Firm will be paid by the Company.


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         If the Internal  Revenue  Service  asserts a claim that, if successful,
would require the Company to make a gross-up  payment or an additional  gross-up
payment,  the  Company and  Executive  will  cooperate  fully in  resolving  the
controversy with the Internal Revenue Service.  The Company will make or advance
such gross-up payments as are necessary to prevent Executive from having to bear
the cost of payments made to the Internal  Revenue  Service in the course of, or
as a result  of, the  controversy.  The Firm will  determine  the amount of such
gross-up  payments  or  advances  and will  determine  after  resolution  of the
controversy  whether any advances  must be returned by Executive to the Company.
The Company will bear all expenses of the  controversy  and will gross Executive
up for any  additional  taxes that may be imposed upon  Executive as a result of
its payment of such expenses.

         6.  Nondisclosure.  During the Term of  Employment,  the  Executive may
become aware of information  which is nonpublic,  confidential or proprietary in
nature with respect to the Company or with respect to other companies,  persons,
entities, ventures or business opportunities in which the Company has, or, if it
were   disclosed  to  the  Company,   the  Company   might  have,   an  interest
("Confidential Information"). All Confidential Information will be kept strictly
confidential by the Executive and the Executive shall not: (a) copy,  reproduce,
distribute or disclose any Confidential Information to any third party except in
the  course  of  his  employment  by  the  Company;  (b)  use  any  Confidential
Information  for any purpose other than in connection with his employment by the
Company; or (c) use any Confidential  Information in any way that is detrimental
to the Company.

         Confidential  Information  shall  not  include  information  which  the
Executive can demonstrate:  (a) is or becomes generally  available to the public
other than by breach by the Executive of his agreement herein;  (b) is disclosed
by the Executive,  pursuant to obligations under law, regulation or court order;
or (c) was prior to the  Effective  Date, or  thereafter  becomes,  known to the
Executive on a nonconfidential basis.

         Upon termination of the Executive's  employment,  he shall  immediately
return or destroy all  Confidential  Information,  including all notes,  copies,
reproductions, summaries, analyses, or extracts thereof, then in his possession.
Such return or destruction shall not abrogate the continuing  obligations of the
Executive under this Agreement.

         In  the  event  that  the   Executive  is  requested  or  required  (by
interrogatories,   requests  for  information  or  documents,   subpoena,  civil
investigative   demand  or  similar   process)  to  disclose  any   Confidential
Information,  he shall provide the Company with prompt written notice so that it
may seek a  protective  order or other  appropriate  remedy.  In the event  such
protection  or other remedy is not obtained,  the  Executive  shall furnish only
that portion of the Confidential  Information  which he is advised by counsel is
legally  required  and shall  exercise  best  efforts to obtain  assurance  that
confidential treatment will be accorded to such Confidential Information.

         The Executive  agrees that until the  expiration of five years from the
date of termination  of his  employment by the Company,  he will not without the
prior written approval of the Company (i) in any manner acquire, agree to

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acquire or make any proposal to acquire, directly or indirectly, any securities,
assets or  property  of the  Company or any of its  subsidiaries,  whether  such
agreement or proposal is with the  Executive  or with a third party,  other than
shares  of  common  stock he is  entitled  to  acquire  under  the terms of this
Agreement or any Company  stock  option,  bonus,  or other  employee or director
benefit plan, (ii) propose to enter into, directly or indirectly,  any merger or
other  business  combination  involving the Company or any of its  subsidiaries,
(iii)  make,  or  in  any  way  participate,  directly  or  indirectly,  in  any
"solicitation"  of  "proxies"  (as such terms are used in the proxy rules of the
Securities and Exchange  Commission) to vote, or seek to advise or influence any
person with  respect to the voting of, any voting  securities  of the Company or
any of its subsidiaries,  (iv) form, join or in any way participate in a "group"
(within the meaning of Section 13(d)(3) of the Securities  Exchange Act of 1934)
with  respect  to  any  voting  securities  of  the  other  party  or any of its
subsidiaries,  (v) otherwise  act,  alone or in concert with others,  to seek to
control or  influence  the  management,  board of  directors  or policies of the
Company, (vi) disclose any intention,  plan or arrangement inconsistent with the
foregoing or (vii) advise,  encourage,  provide assistance  (including financial
assistance) to or hold discussions with any other persons in connection with any
of the foregoing.

         The  Executive  hereby  acknowledges  that he is aware  that the United
States  securities  laws  prohibit  any  person  who  has  material,   nonpublic
information  concerning the Company from purchasing or selling securities of the
Company  or from  communicating  such  information  to any  other  person  under
circumstances  in which it is reasonably  foreseeable that such person is likely
to purchase or sell such securities.  The obligations of the Executive stated in
this  Section 6 shall,  except  where  expressly  limited  as to time,  continue
without  limit as to time and  without  regard to the  employment  status of the
Executive.

         7. Conflicting Agreements. The Executive hereby represents and warrants
that the execution of this  Agreement  and the  performance  of his  obligations
hereunder will not breach or be in conflict with any other agreement to which he
is a party or is bound and that he is not now subject to any  covenants  against
competition  or similar  covenants  that would  affect  the  performance  of his
obligations  hereunder.  The Executive  will not disclose to or use on behalf of
the Company any  proprietary  information  of a third party without such party's
consent.

         8.  Withholding.  All payments made by the Company under this Agreement
shall be reduced by any tax or other  amounts  required  to be  withheld  by the
Company  under  applicable  law. 

         9. Cost of  Enforcement.  The Company  shall pay  reasonable  costs and
expenses  (including fees and expenses of counsel)  incurred by the Executive in
connection  with an action to enforce his rights  under this  Agreement in which
action the Executive prevails.

         10. Indemnification. The Company shall, to the maximum extent permitted
from  time to time  under the law of the State of  Florida,  indemnify  and upon
request  shall  advance  expenses to the  Executive  in the event he is or was a
party or is threatened to be made a party to any threatened, pending or

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completed  action,  suit,   proceeding  or  claim,   whether  civil,   criminal,
administrative or investigative,  by reason of the fact that he is or was or has
agreed to be a director, officer or employee of the Company or while a director,
officer  or  employee  is or was  serving  at the  request  of the  Company as a
director,  officer,  partner,  trustee,  employee  or agent of any  corporation,
partnership,  joint venture,  trust or other enterprise,  including service with
respect to employee benefit plans,  against expenses (including  attorney's fees
and  expenses),  judgments,  fines,  penalties  and amounts  paid in  settlement
incurred in connection with the investigation,  preparation to defend or defense
of such action, suit, proceeding or claim; provided, however, that the foregoing
shall not require the Company to indemnify or advance  expenses to the Executive
in connection with any action, suit, proceeding, claim or counterclaim initiated
by or on behalf of the Executive.  The Executive shall be deemed to have met the
standard of conduct required for such indemnification  unless the contrary shall
be  established.  The  provisions of this Section 10 shall be in addition to any
right of  indemnification  to which  the  Executive  may be  entitled  under the
Company's charter or by-laws, pursuant to any other contract, or by operation of
law.

         11.  Assignment.  Except as  provided in this  Section 11,  neither the
Company nor the  Executive  may make any  assignment  of this  Agreement  or any
interest  herein,  by operation of law or  otherwise,  without the prior written
consent of the other.  The Company  may  without  the  consent of the  Executive
assign its rights and  obligations  under  this  Agreement  to any  wholly-owned
subsidiary of the Company or to any  corporation or other  business  entity into
which the  Company  has  merged or with which it has  consolidated  or which has
acquired  substantially  all of the  Company's  assets,  provided  that  no such
assignment  shall relieve the Company of its  obligations  under this Agreement.
This Agreement shall inure to the benefit of and be binding upon the Company and
the Executive, their respective successors, executors, administrators, heirs and
permitted assigns.

         12. Entire Agreement.  This Agreement  constitutes the entire agreement
between the parties and  supersedes  all prior  communications,  agreements  and
understandings,  written or oral, with respect to the subject matter hereof. The
Executive  may  have  other  rights  and  obligations  under  other  agreements,
insurance  policies  and plans and  employee  benefit and  welfare  plans of the
Company, including, without limitation, the SERP.

         13.  Amendment.  This  Agreement  may be amended or modified  only by a
written  instrument  signed  by the  Executive  and by an  expressly  authorized
representative of the Company.





         14.  Governing  Law. This is a Florida  contract and shall be construed
and  enforced  under and be governed in all respects by the laws of the State of
Florida.

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         IN  WITNESS  WHEREOF,  this  Agreement  has been  executed  as a sealed
instrument by the Company,  by its duly  authorized  representative,  and by the
Executive, as of the date first above written.

VICTOR A. HUGHES, JR.                         KOGER EQUITY, INC.



                                              By:
                                                 ------------------------------


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