KOGER EQUITY INC
ASSUMPTION & MODIFICATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>g89347exv10w5.txt
<DESCRIPTION>ASSUMPTION & MODIFICATION AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.5














Recording requested by              Hardin G. Halsey, Esq.
and when recorded return to:        Womble Carlyle Sandridge & Rice
                                    P.O. Drawer 84
                                    Winston-Salem, NC  27102


STATE OF GEORGIA         )
                         )              ASSUMPTION AND
COUNTY OF FULTON         )         MODIFICATION AGREEMENT


         THIS ASSUMPTION AND MODIFICATION AGREEMENT ("Modification Agreement" or
"Agreement") is made and entered into as of the 27th day of January, 2004, among
METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation ("Metropolitan");
METLIFE BANK, N.A., a national banking association ("Bank"; Metropolitan and
Bank are collectively referred to as "Lender" or "Grantee"); KOGER ACP, LLC, a
Delaware limited liability company (the "Borrower" or "Grantor"); KOGER EQUITY,
INC., a Florida corporation ("New Guarantor"); ATLANTIC CENTER PLAZA, LLC (the
"Original Borrower"); and LAWRENCE P. KELLY and A.J. LAND, JR. (the "Original
Guarantors");

                             PRELIMINARY STATEMENTS

         A. Reference is hereby made to the following documents (collectively,
the "Loan Documents"):

                  (i) Deed to Secure Debt and Security Agreement dated December
         30, 2003, made by Atlantic Center Plaza, LLC in favor of Metropolitan
         Life Insurance Company and MetLife Bank, N.A. (the "Security Deed")
         recorded in the Real Estate Records of Fulton County, Georgia in Book
         36786, Page 279;

                  (ii) Assignment of Leases dated December 30, 2003, made by
         Atlantic Center Plaza, LLC in favor of Metropolitan Life Insurance
         Company and MetLife Bank, N.A. (the "Assignment") recorded in the Real
         Estate Records of Fulton County, Georgia in Book 36786, Page 315;

                  (iii) UCC Financing Statement naming Atlantic Center Plaza,
         LLC as debtor and Metropolitan Life Insurance Company and MetLife Bank,
         N.A. as secured parties, recorded in the UCC Records of Fulton County,
         Georgia in File No. 060200400008;


<PAGE>

                  (iv) UCC Financing Statement naming Atlantic Center Plaza, LLC
         as debtor and Metropolitan Life Insurance Company and MetLife Bank,
         N.A. as secured parties, filed as a fixture filing and recorded in the
         Real Estate Records of Fulton County, Georgia in Book 36786, Page 323;

                  (v) Promissory Note dated December 30, 2003, made by Atlantic
         Center Plaza, LLC to the order of Metropolitan Life Insurance Company
         in the principal face amount of $74,000,000.00 ("Metropolitan Note A");
         and Promissory Note dated December 30, 2003, made by Atlantic Center
         Plaza, LLC to the order of MetLife Bank, N.A. in the principal face
         amount of $6,000,000.00 ("Bank Note A"; Metropolitan Note A and Bank
         Note A are collectively referred to as "Note A");

                  (vi) Promissory Note dated December 30, 2003, made by Atlantic
         Center Plaza, LLC to the order of Metropolitan Life Insurance Company
         in the principal face amount of $9,000,000.00 ("Metropolitan Note B");
         and Promissory Note dated December 30, 2003, made by Atlantic Center
         Plaza, LLC to the order of MetLife Bank, N.A. in the principal face
         amount of $1,000,000.00 ("Bank Note B"; Metropolitan Note B and Bank
         Note B are collectively referred to as "Note B"; and Note A and Note B
         are collectively referred to as the "Notes");

                  (vii) That certain Assignment of Interest Rate Cap Agreement
         and Security Agreement dated as of December 30, 2003 by Atlantic Center
         Plaza, LLC in favor of Metropolitan Life Insurance Company and MetLife
         Bank, N.A. (the "Assignment of Interest Rate Cap Agreement");

                  (viii) Affidavit of Ownership and Certification of Atlantic
         Center Plaza, LLC dated of even date with the Notes executed by
         Atlantic Center Plaza, LLC in favor of Metropolitan Life Insurance
         Company and MetLife Bank, N.A. (the "Affidavit of Ownership");

                  (ix) Certification of Rent Roll and Lease Status dated of even
         date with the Notes executed by Atlantic Center Plaza, LLC in favor of
         Metropolitan Life Insurance Company and MetLife Bank, N.A. (the
         "Certification of Rent Roll");

                  (x) Letter Agreement Regarding Premiums of even date with the
         Notes by and among Atlantic Center Plaza, LLC and Metropolitan Life
         Insurance Company and MetLife Bank, N.A. (the "Letter Agreement
         Regarding Premiums");

                  (xi) Letter Agreement Regarding Impositions of even date with
         the Notes by and among Atlantic Center Plaza, LLC and Metropolitan Life
         Insurance Company and MetLife Bank, N.A. (the "Letter Agreement
         Regarding Impositions"); and

                  (xii) Tenant Improvement Reserve Agreement of even date with
         the Notes by and among Atlantic Center Plaza, LLC and Metropolitan Life
         Insurance Company and MetLife Bank, N.A. (the "Tenant Improvement
         Reserve Agreement").

The real estate, fixtures and personal property described in the Loan Documents
are sometimes collectively referred to as the "Property".


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<PAGE>

        B. Reference is also made to the following documents:

                  (i) That certain Unsecured Indemnity Agreement dated December
         30, 2003 executed by Atlantic Center Plaza, LLC in favor of
         Metropolitan Life Insurance Company and MetLife Bank, N.A. (the
         "Unsecured Indemnity Agreement");

                  (ii) That certain Guaranty Agreement dated December 30, 2003
         executed by Lawrence P. Kelly and A.J. Land, Jr. (the "Original
         Guarantor") as Guarantor, in favor of Metropolitan Life Insurance
         Company and MetLife Bank, N.A. (the "Original Guaranty");

                  (iii) Letter Agreement dated December 30, 2003 executed by
         Atlantic Center Plaza, LLC in favor of Metropolitan Life Insurance
         Company and MetLife Bank, N.A. (the "Post Closing Agreement");

                  (iv) Subordination of Management/Leasing Agreement dated
         December 30, 2003 executed by Pope and Land Enterprises, Inc., as
         Manager, in favor of Metropolitan Life Insurance Company and MetLife
         Bank, N.A. (the "Original Subordination Agreement"); and

                  (v) Leasing Reserve Holdback Agreement of even date with the
         Notes by and among Atlantic Center Plaza, LLC and Metropolitan Life
         Insurance Company and MetLife Bank, N.A. (the "Leasing Reserve Holdback
         Agreement").

         C. The Original Borrower, Original Guarantor, the Borrower and the New
Guarantor have requested the Lender's consent to the conveyance of the Property
by the Original Borrower to the Borrower and to allow the assumption of the Loan
Documents and certain other documents by the Borrower as provided in Section
10.01(e) of the Security Deed. In addition, the Borrower and the New Guarantor
have requested that the Lender amend and modify the Loan Documents and certain
other documents in certain respects.

         D. The Lender, Original Borrower, Original Guarantor, the Borrower and
the New Guarantor now desire to provide for the assumption of the Loan Documents
and certain other documents by the Borrower and for the assumption of certain
documents by the New Guarantor. In addition, the Lender and the Borrower now
desire to modify and amend the provisions of the Loan Documents and certain
other documents in the manner hereinafter set forth, it being specifically
understood that except as herein modified and amended, the terms and provisions
of such documents shall remain unchanged and continue in full force and effect
as therein written.

                                    AGREEMENT

         NOW, THEREFORE, the Lender, Borrower, New Guarantor, Original Borrower
and Original Guarantor, in consideration of the Preliminary Statements and for
the purposes stated therein, and for other valuable consideration, receipt of
which is hereby acknowledged, do hereby agree as follows:

        1. CONSENT; NO FURTHER TRANSFERS.

                  (a) CONSENT. Subject to the terms and provisions of this
Agreement, the Lender hereby consents to the conveyance of the Property by the
Original Borrower to the Borrower, and the assumption of the Loan Documents and


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<PAGE>

certain other documents by the Borrower as hereinafter provided.

                  (b) EXPENSES; CONDITIONS. Borrower and Original Borrower shall
pay all expenses incurred by Lender in connection with the preparation,
execution, and implementation of this Agreement including, without limitation,
all title, escrow and attorneys' fees and expenses. The fees and expenses
referenced in this paragraph shall, with respect to Lender, be joint and several
obligations of Borrower and Original Borrower to Lender, and Lender shall not be
bound by any separate agreement between Original Borrower and Borrower and any
such agreement shall be solely between Original Borrower and Borrower. In
addition, the Lender's consent is conditional upon the satisfaction of all
conditions and provisions set forth in Section 10.01(e) of the Security Deed
(the "Koger Assumption Provisions").

                  (c) NO FURTHER TRANSFERS. The Borrower acknowledges and agrees
that (i) this transfer constitutes the transfer contemplated under Section
10.01(e) of the Security Deed and that there shall be no further transfers under
said Section 10.01(e) of the Security Deed, (ii) the Borrower shall not be
entitled to further transfer the Property except as expressly provided in the
Loan Documents, as amended by this Modification Agreement, (iii) the consent
provided herein shall only apply to the conveyance of the Property to the
Borrower as contemplated hereby and shall not be deemed as a consent to any
further sale or conveyance, and (iv) any further sale or conveyance of the
Property in violation of the provisions of the Loan Documents as amended by this
Modification Agreement, shall constitute a Default under the Security Deed as
provided therein.

         2. ASSUMPTION BY BORROWER; ASSUMPTION BY NEW GUARANTOR; ORIGINAL
BORROWER AND ORIGINAL GUARANTOR TO REMAIN LIABLE.

                  (a) ASSUMPTION BY BORROWER. The Borrower hereby assumes all
the rights, responsibilities and liabilities of Original Borrower on the Loan
Documents and the Unsecured Indemnity Agreement and agrees to pay to the Lender,
its successors, endorsees, and assigns, all sums that are presently due or
hereafter become due and payable on such Loan Documents and Unsecured Indemnity
Agreement. Without limiting the generality of the foregoing, the Borrower agrees
to pay all sums under the Loan Documents and Unsecured Indemnity Agreement at
the time, in the manner, and in all other respects as therein provided, to
perform all the obligations provided in the Loan Documents and Unsecured
Indemnity Agreement at the time, in the manner, and in all other respects as
therein provided or as otherwise agreed in writing, and to be bound by all of
the terms of the Loan Documents and Unsecured Indemnity Agreement, as fully and
to the same extent as though such Loan Documents and Unsecured Indemnity
Agreement, and each of them had originally been made, executed and delivered by
the Borrower. In amplification thereof, all references in the Loan Documents and
Unsecured Indemnity Agreement to "Maker", "Borrower", "Debtor", "Indemnitor" or
similar terms previously intended to describe the Original Borrower thereunder
shall hereafter be deemed to refer to the Borrower. The foregoing covenants and
agreements are in addition to and not in limitation of the assumption provisions
contained in the deed of conveyance from the Original Borrower to the Borrower.

                  (b) ASSUMPTION BY NEW GUARANTOR. For the purposes of this
paragraph, the Letter Agreement Regarding Impositions and the Letter Agreement
Regarding Premiums are collectively referred to as the "Other Guarantor
Documents". The New Guarantor hereby assumes all the rights, responsibilities
and liabilities of Original Guarantor on the Other Guarantor Documents and
agrees to pay to the Lender, its successors, endorsees, and assigns, all sums
that are presently due or hereafter become due and payable on such Other


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<PAGE>

Guarantor Documents. Without limiting the generality of the foregoing, the New
Guarantor agrees to pay all sums under the Other Guarantor Documents at the
time, in the manner, and in all other respects as therein provided, to perform
all the obligations provided in the Other Guarantor Documents at the time, in
the manner, and in all other respects as therein provided or as otherwise agreed
in writing, and to be bound by all of the terms of the Other Guarantor
Documents, as fully and to the same extent as though such Other Guarantor
Documents, and each of them had originally been made, executed and delivered by
the New Guarantor. In amplification thereof, all references in the Other
Guarantor Documents to "Guarantor" or similar terms previously intended to
describe the Original Guarantor thereunder shall hereafter be deemed to refer to
the New Guarantor. The parties hereby acknowledge that the New Guarantor is also
executing a Guaranty Agreement of even date with this Assumption Agreement in
order to guarantee the Borrower's non-recourse carveout obligations.

                  (c) ORIGINAL BORROWER AND ORIGINAL GUARANTOR TO REMAIN LIABLE.
The Original Borrower and Original Guarantor agree that the transfer of the
Property to Grantor and the assumption of the Loan Documents and Unsecured
Indemnity Agreement by Grantor pursuant hereto, shall not release Original
Borrower or Original Guarantor from their obligations under Section 9.01 of the
Security Deed (and the corresponding provisions of the Other Loan Documents),
the Unsecured Indemnity Agreement or the Original Guaranty with respect to
events arising or occurring prior to the date of this Agreement. From and after
the effective date of this Agreement, Original Borrower and Original Guarantor
are released from the obligations of Section 9.01 of the Security Deed, Section
11 of the Note, the Unsecured Indemnity Agreement, the Original Guaranty and all
other provisions of the Loan Documents, the Unsecured Indemnity Agreement, the
Original Guaranty, the Assignment of Interest Rate Cap Agreement and the Post
Closing Agreement with respect to events which occur after such effective date,
but such provisions shall survive as to matters occurring prior to such
effective date.

                  (d) LENDER'S REPRESENTATIONS. The Lender represents to
Borrower as follows:

                           (i) The aggregate outstanding principal amount of
         Note A as of the date hereof is $75,873,701.44, consisting of
         $70,183,173.83 outstanding under Metropolitan Note A and $5,690,527.61
         outstanding under Bank Note A. The aggregate outstanding principal
         amount of Note B as of the date hereof is $10,000,000.00.

                           (ii) The Notes are not in monetary default and the
                  required monthly payments of principal and interest have been
                  made on the Notes through the payments due on February 1,
                  2004.

                           (iii) The Lender has not sent any written notice of
                  non-monetary default to the Original Borrower.

                           (iv) The Lender has waived the escrow requirement for
                  "Impositions" and "Premiums" (as those terms are defined in
                  the Security Deed) subject to the terms and conditions of the
                  Letter Agreement Regarding Impositions and the Letter
                  Agreement Regarding Premiums.

                           (v) Lender has no actual knowledge of any
                  non-monetary defaults or events, which with notice or passage
                  of time or both, would constitute a default under the Loan
                  Documents, the Unsecured Indemnity Agreement or the Original
                  Guaranty.


                                       5
<PAGE>

                  (e) NOTE B. The Borrower has elected, in accordance with
Section 10.01(e) of the Security Deed, to prepay Note B, and the Borrower shall,
simultaneously with the execution and delivery of this Agreement, prepay Note B
including the applicable prepayment fee.

                  (f) TENANT IMPROVEMENT RESERVE AGREEMENT. The Reserve amount
of $1,212,730.00 under the Tenant Improvement Reserve Agreement shall remain on
deposit with Lender and Borrower has purchased such Reserve from Original
Borrower in connection with this Assumption.

         3. MODIFICATION OF SECURITY DEED. The Security Deed is hereby amended
as follows:

                  (a) TERRORISM INSURANCE. Section 3.01(a)(8) is hereby amended
and restated to read as follows:

                           "(8)(a). Insurance from and against all losses,
         damages, costs, expenses, claims and liabilities related to or arising
         from acts of terrorism, of such types, in the amount of $90,000,000.00,
         with such deductibles, issued by such companies, and on such forms of
         insurance policies as required by Grantee. In the event that insurance
         for acts of terrorism or insurance substantially similar thereto is not
         available (as determined by Grantee in its reasonable judgment) under
         the coverages described in this Article III, then with respect to the
         Loan only, such insurance shall not be required for such coverages,
         provided that in furtherance and not in limitation of the foregoing
         requirements of this paragraph 3.01(a)(8): (a) the form of any
         exclusion of coverage for acts of terrorism or matters substantially
         similar thereto shall be reasonably acceptable to Grantee, and (b) in
         the event that at any time during the term of the Loan: (i) Grantor or
         any of the Liable Parties obtains insurance coverage for acts of
         terrorism or insurance substantially similar thereto (collectively in
         this paragraph, "such insurance coverage") for the Property, or (ii)
         Grantor, or any of the Liable Parties, or any affiliate of Grantor or
         any of the Liable Parties obtains such insurance coverage with respect
         to one or more of its properties other than the Property, or (iii)
         Grantee advises Grantor that Grantee has determined that such insurance
         coverage is available with respect to the Property to Grantor or to
         Grantee (as determined by Grantee in its reasonable judgment), Grantor
         shall be required to maintain such insurance coverage at Grantor's sole
         cost and expense, in such form, for such amounts, with such
         deductibles, and issued by such companies, as shall be reasonably
         acceptable to Lender with respect to the Property and the Loan for the
         benefit of Lender. For so long as insurance for acts of terrorism or
         insurance substantially similar thereto is not maintained with respect
         to the Loan in accordance with the terms of this paragraph, Grantor
         shall provide to Grantee twice each twelve-month period after the date
         of this Deed to Secure Debt (at approximate six-month intervals),
         Grantor's written statement, certified by Grantor to Grantee, in form,
         scope and substance reasonably acceptable to Grantee, indicating
         whether and to what extent each of the conditions referred to in
         clauses (i) and (ii) hereof then applies, and which written statements
         shall include summaries of current insurance company quotes and related
         information concerning such insurance coverage for the Property (which
         quotes Grantor agrees to seek and obtain in a diligent manner), and
         Grantor also agrees to provide such other information to Grantee
         (including but not limited to, copies of current insurance company
         quotes and related information concerning such insurance coverage) that
         Grantee may reasonably request related to such conditions and any such
         written statement of Grantor.

                           (b) This will confirm our agreement regarding certain
         aspects of insurance required by Section 3.01(a) of this Deed to Secure
         Debt. Grantee agrees that Grantee will not require coverage for
         biological or chemical agents unless Grantee reasonably determines that
         either (i) prudent owners of real estate comparable to the Property are


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<PAGE>

         maintaining same or (ii) prudent institutional lenders (including,
         without limitation, investment banks) to such owners are requiring that
         such owners maintain such insurance."

                  (b) ADDITIONAL EVENTS OF DEFAULT. The following additional
Event of Default is hereby inserted in Section 11.01 of the Security Deed:

                           "(g) The Grantor shall fail to perform any of the
         terms, conditions or obligations under the Assumption and Modification
         Agreement dated as of January 27, 2004 among Metropolitan Life
         Insurance Company, MetLife Bank, N.A., Koger ACP, LLC, Koger Equity,
         Inc., Atlantic Center Plaza, LLC, and Lawrence P. Kelly and A.J. Land,
         Jr. after giving effect to the passage of any applicable cure periods."

                  (c) CONVEYANCE OF PROPERTY, CHANGE IN OWNERSHIP AND
COMPOSITION. The following amendments are hereby made to Section 10.01 of the
Security Deed:

                           (i) Section 10.01(a) is amended by adding the
         following exclusion to the definition of "Transfers": "Transfers do not
         include issuance or transfers of stock in Koger Equity, Inc. which are
         publicly traded through a nationally recognized stock exchange."

                           (ii) The entire paragraph (c) of Section 10.01 of the
         Security Deed is hereby deleted in its entirety.

                  (d) REPRESENTATIONS. Borrower hereby reaffirms the following
representation set forth in Article VIII of the Security Deed:

         "Section 8.01 ERISA. Grantor hereby represents, warrants and agrees
         that: (i) it is acting on its own behalf and that it is not an employee
         benefit plan as defined in Section 3(3) of the Employee Retirement
         Income Security Act of 1974, as amended ("ERISA"), which is subject to
         Title 1 of ERISA, nor a plan as defined in Section 4975(e)(1) of the
         Internal Revenue Code of 1986, as amended (each of the foregoing
         hereinafter referred to collectively as a "Plan"); (ii) Grantor's
         assets do not constitute "plan assets" of one or more such Plans within
         the meaning of Department of Labor Regulation Section 2510.3-101; (iii)
         it will not be reconstituted as a Plan or as an entity whose assets
         constitute "plan assets", (iv) Grantor will not engage in any
         transaction which would cause any obligation hereunder to be a
         non-exempt prohibited transaction under ERISA; and (v) Grantor will
         deliver to Grantee such certifications or other evidence of its
         compliance with this Section from time to time throughout the term of
         the Loan as Grantee may request.

         Section 8.02 NON-RELATIONSHIP. Grantor represents and warrants to the
         best of its knowledge after due and diligent inquiry that neither
         Grantor nor any general partner, director, member or officer of Grantor
         nor any person who is a Grantor's Constituent (as defined in Section
         8.03 hereof) is (i) a director or officer of Grantee, (ii) a parent,
         son or daughter of a director or officer of Grantee, or a descendent of
         any of them, (iii) a stepparent, adopted child, stepson or stepdaughter
         of a director or officer of Grantee, or (iv) a spouse of a director or
         officer of Grantee.

         Section 8.04 FOREIGN INVESTOR. Grantor represents and warrants to the
         best of its knowledge after due and diligent inquiry that neither
         Grantor nor any partner, member or stockholder of Grantor is, and no
         legal or beneficial interest in a partner, member or stockholder of
         Grantor is or will be held, directly or indirectly by, a "foreign
         person" within the meaning of Sections 1445 and 7701 of the Internal


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<PAGE>

         Revenue Code of l986, as amended or the regulations promulgated
         pursuant to such Code except for those entities disclosed in writing to
         Grantee on or before the date hereof."

                  (e) ADDRESS FOR NOTICES TO GRANTOR. The address for notices
set forth on page 1 of the Security Deed is hereby revised as set forth in
paragraph 5 below.

                  (f) REFERENCE TO LOAN DOCUMENTS. All references in the
Security Deed to the terms "Note" or "Notes" or "Loan Documents" or "Unsecured
Indemnity Agreement" shall be deemed to include the modifications thereto
effected by this Modification Agreement, together with any modifications,
renewals or extensions hereafter made with respect thereto.

         4. GENERAL MODIFICATIONS TO LOAN DOCUMENTS AND UNSECURED INDEMNITY
AGREEMENT. The Loan Documents and Unsecured Indemnity Agreement are hereby
amended as follows:

                  (a) SUSPENSION OF MONTHLY PRINCIPAL PAYMENTS ON NOTE A. The
parties acknowledge and agree that the monthly payments of principal on Note A
from March 1, 2004 through February 1, 2005 (which payments are listed as
payments 3 through 14 on Exhibit A to each Note A) are suspended. The Borrower
shall commence monthly principal payments on Note A in accordance with the
applicable Exhibit A to each Note A commencing March 1, 2005 and continuing
thereafter (which payments are listed as payments 15 through 35 on Exhibit A to
each Note A).

                  (b) REFERENCES TO BORROWER. Any references in the Loan
Documents and Unsecured Indemnity Agreement to Borrower, Grantor, Assignor,
Debtor, Maker, Indemnitor or other similar terms meaning to describe the
Original Borrower under the terms of the Loan Documents and Unsecured Indemnity
Agreement shall hereafter be deemed references to the Borrower, as defined by
this Assumption Agreement.

                  (c) REFERENCES TO GUARANTOR. Any references in the Loan
Documents and Unsecured Indemnity Agreement to Guarantor, Liable Parties, or
other similar terms meaning to describe the Original Guarantor under the terms
of the Loan Documents and Unsecured Indemnity Agreement shall hereafter be
deemed references to the New Guarantor, as defined by this Assumption Agreement.

                  (d) ADDRESSES. The addresses for the Borrower and New
Guarantor under the Loan Documents and Unsecured Indemnity Agreement shall be as
set forth in Section 5 below.

                  (e) GENERAL REFERENCES. All references in the Loan Documents
to any other Loan Document or the Unsecured Indemnity Agreement are hereby
amended to refer to such instruments as amended by this Modification Agreement,
together with any modifications, renewals or extensions hereafter made with
respect thereto.

         5. ADDRESS FOR NOTICES. The parties acknowledge and agree that the
applicable address for the Borrower and New Guarantor for all purposes under the
Loan Documents and Unsecured Indemnity Agreement, including, without limitation,
any applicable notice provisions, shall be as follows until further changed in
accordance with the terms of the Loan Documents and Unsecured Indemnity
Agreement:

                           BORROWER:

                           Koger ACP, LLC
                           225 NE Mizner Boulevard, Suite 200
                           Boca Raton, Florida 33432-3945

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<PAGE>

                           NEW GUARANTOR:

                           Koger Equity, Inc.
                           225 NE Mizner Boulevard, Suite 200
                           Boca Raton, Florida 33432-3945

        6. LEASING RESERVE HOLDBACK AGREEMENT; POST CLOSING AGREEMENT.

                  (a) LEASING RESERVE HOLDBACK AGREEMENT. The Borrower
acknowledges that there will be no further disbursement of the remaining
$4,000,000.00 of proceeds of Note A which were to be disbursed as future
advances pursuant to the Leasing Reserve Holdback Agreement. Therefore, the
Leasing Reserve Holdback Agreement is hereby terminated and shall be of no
further force or effect.

                  (b) POST CLOSING AGREEMENT. The Original Borrower and Original
Guarantor represent and warrant that the terms and conditions of the Post
Closing Agreement have been satisfied. As a result of the completion of the
items, as aforesaid, the Post Closing Agreement shall not continue as one of the
Loan Documents and shall not be assumed by the Borrower.

                  (c) ORIGINAL SUBORDINATION AGREEMENT; NEW MANAGEMENT
SUBORDINATION AGREEMENT. The Borrower is entering into a new Management
Agreement with Pope & Land Enterprises, Inc. ("Manager") as the property manager
for the property, and therefore, the Original Subordination Agreement will not
be assumed by the Borrower. The Manager has executed a Subordination of
Management/Leasing Agreement in favor of the Lender of even date herewith.

         7. NO IMPAIRMENT OF SECURITY, ETC. It is mutually agreed by and between
the parties hereto that this Modification Agreement shall become a part of the
Loan Documents and Unsecured Indemnity Agreement by reference and that nothing
herein contained shall impair the security now held for the indebtedness, nor
shall waive, annul, vary or affect any provision, condition, covenant or
agreement contained in the Loan Documents and Unsecured Indemnity Agreement,
except as herein amended, nor affect or impair any rights, powers or remedies
under the Loan Documents and Unsecured Indemnity Agreement, as hereby amended,
or any of them. Furthermore, the Lender does hereby reserve all rights and
remedies it may have as against all parties who may hereafter become secondarily
liable for the repayment of the indebtedness evidenced by the Notes.

         8. REAFFIRMATION OF INDEBTEDNESS. The Borrower promises and agrees to
pay the indebtedness evidenced by the Notes, in accordance with the terms
thereof and agrees to perform all of the requirements, conditions and
obligations under the terms of the Loan Documents and Unsecured Indemnity
Agreement, as hereby modified and amended, said documents being hereby ratified
and affirmed. The execution and delivery hereof shall not constitute a novation
or modification of the lien, encumbrance or security title of the Security Deed,
which Security Deed shall retain its priority as originally filed for record.

         9. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of any assignee or the respective heirs, executors,
administrators, successors and assigns of the parties hereto.

         10. COUNTERPARTS. This Modification Agreement may be executed in
multiple counterparts and/or by the use of multiple signature pages, each of
which shall constitute an original but all of which, taken together, shall
constitute one and the same instrument.


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<PAGE>

         IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto under seal and delivered as of the day and year first above written.

                                LENDER:

                                METROPOLITAN LIFE INSURANCE COMPANY,
                                a New York corporation


                                By:  /s/ Victor W. Turney
                                ------------------------------------------
                                Title: Vice President


Signed, sealed and delivered
in the presence of:


Janice Merritt
------------------------
Unofficial Witness


Kathleen D. Coady
------------------------
Notary Public

(Notarial Seal)




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<PAGE>



                         METLIFE BANK, N.A.

                         By:Metropolitan Life Insurance Company, its Servicer


                            By: /s/ Victor W. Turney
                              ---------------------------------------
                            Title: Vice President


Signed, sealed and delivered
in the presence of:

Janice Merritt
------------------------
Unofficial Witness


Kathleen D. Cody
------------------------
Notary Public

(Notarial Seal)





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<PAGE>




                                       BORROWER:

                                       KOGER ACP, LLC,
                                       a Delaware limited liability company


                                       By: /s/ Christopher L. Becker
                                          -----------------------------------
                                       Name:    Christopher L. Becker
                                       Title:   Vice President

                                                [Seal]


Signed, sealed and delivered
in the presence of:

----------------------
Unofficial Witness


Barbara E. White
----------------------
Notary Public

(Notarial Seal)





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<PAGE>
                                        NEW GUARANTOR:

                                        KOGER EQUITY, INC.,
                                        a Florida corporation


                                        By: /s/ Christopher L. Becker
                                           ----------------------------------
                                        Name:    Christopher L. Becker
                                        Title:   Senior Vice President

                                                 [Corporate Seal]

Signed, sealed and delivered
in the presence of:

-----------------------------------
Unofficial Witness


/s/  Barbara E. White
-----------------------------------
Notary Public

(Notarial Seal)





                                       13
<PAGE>



                        ORIGINAL BORROWER:

                        ATLANTIC CENTER PLAZA, LLC,
                        a Georgia limited liability company

                        By:  P&L ACP, LLC,
                             a Georgia limited liability company, its Manager



                             By: /s/ Harry E. Morgan
                                 --------------------------------
                                      Harry E. Morgan, Manager

Signed, sealed and delivered
in the presence of:

-----------------------------------
Unofficial Witness


/s/ Barbara E. White
-----------------------------------
Notary Public

(Notarial Seal)




                                       14
<PAGE>



                                        ORIGINAL GUARANTORS:


                                        /s/ Lawrence P. Kelly       (SEAL)
                                        ------------------------
                                            Lawrence P. Kelly
Signed, sealed and delivered
in the presence of:

-----------------------------------
Unofficial Witness


/s/ Barbara E. White
-----------------------------------
Notary Public

(Notarial Seal)


                                        /s/ A. J. Land, Jr.          (SEAL)
                                        ------------------------
                                            A.J. Land, Jr.
Signed, sealed and delivered
in the presence of:

-----------------------------------
Unofficial Witness


/s/  Elizabeth Mesquita
-----------------------------------
Notary Public

(Notarial Seal)



                                       15

</TEXT>
</DOCUMENT>
