6/18/96




                              CONSULTING AGREEMENT

         This  Agreement is made by and between  Koger  Equity,  Inc., a Florida
corporation (the "Company"),  and Irvin H. Davis ("Consultant") of Jacksonville,
Florida, as of the 21st day of June 1996.

         FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES, TERMS,
PROVISIONS AND CONDITIONS CONTAINED IN THIS AGREEMENT, the parties
hereby agree:

         1. Employment.  The Company hereby offers and Consultant hereby accepts
employment as a consultant subject to the terms and conditions set forth in this
Agreement.

                  1.1. Term.  Effective as of the date hereof,  Consultant shall
cease to be an officer of the Company  but shall  continue as an employee of the
Company  through  December 31, 1996;  commencing  on June 21, 1996 and ending on
December 31, 1999 (the "Consulting Period"), the Company shall retain Consultant
to provide  consulting  services  subject to the terms and conditions  specified
below, and Consultant agrees to serve as a consultant to the Company.

                  1.2.  Duties and  Performance.  During the Consulting  Period,
Consultant  shall serve as a  consultant  to the  Company to provide  advice and
assistance to the Company as may be requested  from time to time by the Board of
Directors or its chief executive  officer to whom he shall report,  including at
the direction of the Company's chief  executive  officer (i) making national and
regional  sales calls to key tenants and  prospective  tenants in support of the
Company's  marketing  department's  plan,  (ii)  assisting the Company in market
research with respect to development of new markets and for new office  products
and (iii) assisting the Company in its review and improvement of its operational
systems  and  such  other  assignments  consistent  with his  experience  as are
determined by the Company's chief executive officer.  From June 21, 1996 through
December 31, 1996,  Consultant  shall continue as an employee of the Company and
shall consult to the Company on a full-time basis.  Commencing  January 1, 1997,
Consultant's  services as an employee of the  Company  shall  terminate,  and he
shall become an independent  consultant and shall devote not less than five days
per  month to the  Company  through  the  remainder  of the  Consulting  Period.
Consultant shall render such Consulting services during customary business hours
and at  convenient  times at the  principal  executive  offices of the  Company.
During his  employment  hereunder,  Consultant  shall  devote his best  efforts,
business  judgment,  skill and  knowledge to the  advancement  of the  Company's
interests and to the discharge of his duties and responsibilities hereunder.

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                  1.3.  Compensation.  During the Consulting Period, the Company
shall reimburse  Consultant for all reasonable  out-of-pocket  business expenses
incurred  by  executive  in  performing  such  consulting  services,   including
telephone  and  telecopy  and  transportation,  hotel and meal  expenses if such
services are performed at other than the Company's principal office,  subject to
such  reasonable  substantiation  and  documentation  as may be specified by the
Company.  During the Consulting  Period,  the Company shall pay  Consultant,  as
compensation for all services  performed during the Consulting Period, at a rate
of $250,000  per annum until  December  31, 1996,  and  thereafter  at a rate of
$50,000 per annum, payable monthly and prorated for any partial period.

                  1.4. Benefits. Consultant shall be entitled until December 31,
1996 to participate in any and all employee  benefit  plans,  medical  insurance
plans,  life  insurance  plans,   disability  income  plans,  retirement  plans,
incentive compensation plans and other benefit plans from time to time in effect
for executives of the Company generally;  thereafter,  Consultant shall cease to
participate  in such  plans,  except  that  effective  as of  January  1,  1997,
Consultant  will commence  receiving  benefits under the Company's  Supplemental
Executive  Retirement  Plan (the  "SERP"),  and he shall  continue to be covered
under the Company's  medical  insurance  coverage as specified in the SERP. Such
participation in employee benefit plans shall be subject to (i) the terms of the
applicable plan documents,  (ii) generally applicable Company policies and (iii)
the  discretion  of the  Board  of  Directors  or any  administrative  or  other
committee provided for in or contemplated by such plan.

         2.  Termination.  Consultant's  consulting  shall  terminate  under the
following circumstances:

                  2.1.  Death.  In the event of  Consultant's  death  during his
employment  under  this  Agreement,   Consultant's  consulting  hereunder  shall
immediately and automatically terminate.

                  2.2.  Disability.

                  (a) The  Company may  terminate  Consultant's  employment  and
consulting  hereunder,  upon  written  notice to  Consultant,  in the event that
Consultant  becomes  disabled during the Consulting  Period through any illness,
injury,  accident or condition of either a physical or psychological nature and,
as a  result,  is  unable  to  perform  substantially  all  of  his  duties  and
responsibilities  hereunder  for 90 days  during any  period of 365  consecutive
calendar days or for any consecutive 90-day period.

                  (b)  In  the  event  Consultant   receives  disability  income
payments under the Company's  disability  income plan (as a result of disability
prior to December  31,  1996),  Consultant  shall not be entitled to receive any
compensation under Section 1.3.


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                  (c) If any  question  shall  arise as to  whether  during  any
period Consultant is disabled through any illness, injury, accident or condition
of either a  physical  or  psychological  nature  so as to be unable to  perform
substantially all of his duties and responsibilities hereunder,  Consultant may,
and at the request of the Company  shall,  submit to a medical  examination by a
physician  selected by the Company to whom  Consultant  or his  guardian  has no
reasonable  objection to determine  whether  Consultant  is so disabled and such
determination  shall for the  purposes of this  Agreement be  conclusive  of the
issue. If such question shall arise and Consultant  shall fail to submit to such
medical examination,  the Company's  determination of the issue shall be binding
on Consultant .

                  2.3.  Termination  by the Company  for Cause.  The Company may
terminate  Consultant'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:

                  (a)  Consultant's  failure to perform his material  duties and
responsibilities  to  the  Company,  notwithstanding  reasonable  notice  and an
opportunity to cure on the part of Consultant,  or Consultant's gross negligence
in the performance of his duties and responsibilities;

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

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

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

                  2.4.  Termination by Consultant . Consultant may terminate his
consulting  arrangement  hereunder  upon 30 days'  prior  written  notice to the
Company. In the event of termination by Consultant pursuant to this Section 2.4,
the  Company  shall  have no further  obligation  to  Consultant  other than for
compensation earned to the date of termination.

         3.  Effect of Termination.

                  3.1.  Payment by the Company of any  compensation  that may be
due  Consultant  under the applicable  termination  provision of Section 2 shall
constitute  the  entire  obligation  of the  Company  to  Consultant  under this
Agreement and performance by the Company shall constitute full settlement of any
claim that  Consultant  might  otherwise  assert  against the Company under this
Agreement or any of those connected with it on account of such termination.


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                  3.2.   Provisions   of  this   Agreement   shall  survive  any
termination  if so  provided  herein  or if  necessary  or  desirable  fully  to
accomplish the purposes of such provisions,  including,  without limitation, the
obligations  of  Consultant  under  Section  4.  Consultant  recognizes  that no
compensation is earned after termination of his consulting.

         4. Nondisclosure; Restricted Activities.

                  4.1. During the Consulting Period and as a result of his prior
employment by the Company,  Consultant 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 Consultant and
Consultant  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  Consultant can
demonstrate:  (a) is or becomes generally  available to the public other than by
breach by Consultant of his agreement  herein;  (b) is disclosed by  Consultant,
pursuant to obligations  under law,  regulation or court order; or (c) was known
to Consultant on a  nonconfidential  basis.  Upon  termination  of  Consultant's
engagement, 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 Consultant under this Agreement. In the event that
Consultant   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,  Consultant  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.

                  4.2. Consultant agrees that until the expiration of five years
from the date of  termination  of his  engagement  by the  Company,  he will not
without the prior  written  approval  of the Company (i) in any manner  acquire,
agree to 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  Consultant  or with a third party,
other than shares of common  stock he is entitled to acquire  under the terms of
stock options he holds at the date hereof,  (ii) propose to enter into, directly
or indirectly, any merger or other business combination involving the

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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, except in his capacity as a director of the
Company,  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.

                  4.3.  Consultant 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.

                  4.4.  Consultant further agrees that during his consulting and
for a period of five years  thereafter,  he will not hire or attempt to hire any
individual  who has been at the date  hereof or  during  the  Consulting  Period
becomes an employee of the Company,  assist in such hiring by any other  person,
encourage  any such  employee  to  terminate  his or her  relationship  with the
Company  (unless  such   individual  has  voluntarily   terminated  his  or  her
employment,  or the Company  terminated  such  individual's  employment  without
cause, greater than one year prior to the first instance of Consultant's conduct
described in this Section), or solicit or encourage any tenant or other customer
of the Company to terminate its relationship with the Company or to conduct with
any person any  business  or  activity  which such  customer  conducts  or could
conduct with Company.

                  4.5. The  obligations  of Consultant  stated in this Section 4
shall,  except where expressly limited as to time,  continue without limit as to
time and without regard to the employment status of Consultant.

         5. Relief, Interpretation; Expenses. Consultant agrees that the Company
shall,  in  addition  to any other  remedies  available  to it, be  entitled  to
preliminary  and permanent  injunctive  relief  against any breach by him of the
covenants contained in Section 4, without having to post bond. If any portion or
provision  of  this  Agreement  shall  to any  extent  be  declared  illegal  or
unenforceable by a court of competent  jurisdiction,  then the remainder of this
Agreement,  or the  application  of such portion or  provision in  circumstances
other than those as to which it is so declared illegal or  unenforceable,  shall
not be affected thereby,  and each portion and provision of this Agreement shall
be valid and  enforceable to the fullest  extent  permitted by law. In the event


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that any  provision of Section 4 shall be  determined  by any court of competent
jurisdiction to be  unenforceable by reason of its being extended over too great
a time, too large a geographic area or too great a range of activities, it shall
be interpreted to extend only over the maximum period of time,  geographic  area
or  range of  activities  as to which it may be  enforceable.  For  purposes  of
Section 4, the term "Company" shall mean the Company and any of its subsidiaries
and affiliates who are such during the term of  Consultant's  consulting for the
Company. Costs and expenses, including reasonable attorneys' fees, shall be paid
to the prevailing  party in any action brought to enforce the provisions of this
Agreement by the other party hereto.

         6. Conflicting  Agreements.  Consultant  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  which would  affect the  performance  of his
obligations hereunder.

         7.  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.

         8.  Assignment.  Neither  the  Company  nor  Consultant  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  party;  provided,
however,  that the  Company  may assign its  rights and  obligations  under this
Agreement  without the consent of Consultant to any affiliate  thereof or in the
event that the Company  shall  hereafter  effect a  reorganization,  consolidate
with, or merge into any other person or transfer all or substantially all of its
properties or assets to any other person,  so long as the Company remains liable
for its obligations  hereunder and the assignee assumes all obligations  arising
under  this  Agreement.  This  Agreement  shall  inure to the  benefit of and be
binding upon the Company and Consultant, their respective successors, executors,
administrators, heirs and permitted assigns.

         9. Waiver.  No waiver of any provision hereof shall be effective unless
made in writing and signed by the waiving party.  The failure of either party to
require the  performance  of any term or  obligation of this  Agreement,  or the
waiver by either  party of any breach of this  Agreement,  shall not prevent any
subsequent  enforcement  of such term or obligation or be deemed a waiver of any
subsequent breach.

         10. Notices.  Any notices,  requests,  demands and other communications
provided  for by this  Agreement  shall be in writing  and shall be deemed to be
effectively  given  upon  (i)  confirmation  of  facsimile,  (ii)  when  sent by
overnight  delivery and (iii) mailed by  registered  or certified  mail,  return
receipt requested and postage prepaid at the following addresses,

         

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         to the Company:

                  Koger Equity, Inc.
                  3986 Boulevard Center Drive
                  Jacksonville, Florida  32207
                  Attention:  Chairman

         to Consultant:

                  Irvin H. Davis
                  3986 Boulevard Center Drive
                  Jacksonville, Florida  32207

Any party may change the address to which  notices,  requests,  demands or other
communications hereunder are to be delivered by giving the other party notice in
the manner herein set forth.

         11. Entire Agreement.  This Agreement  constitutes the entire agreement
between the parties and  supersedes  any prior  communications,  agreements  and
understandings,  written or oral,  with respect to the terms and  conditions  of
Consultant's employment.

         12.  Amendment.  This  Agreement  may be amended or modified  only by a
written instrument signed by Consultant and by a duly authorized  representative
of the Company.

         13.  Governing Law. This contract shall be construed and enforced under
and be  governed in all  respects  by the laws of the State of Florida,  without
regard to the conflict of laws principles thereof.



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


CONSULTANT:                            KOGER EQUITY, INC.

______________________                 By: ________________________
Irvin H. Davis
                                       Title: ______________________

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