<PAGE>   1
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

       [X]             ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934 
                                (Amendment No. 1)
                       For the Fiscal Year Ended December 31, 1996

                                           OR

       [ ]             TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]

                              Commission File Number 0-1748

                                MAJOR REALTY CORPORATION
                     (Name of Small Business Issuer in Its Charter)


            DELAWARE                                        59-0898509
 (State or other jurisdiction of                         (I.R.S. Employer
  incorporation or organization)                        Identification No.)

 5728 MAJOR BOULEVARD, ORLANDO, FLORIDA                         32819
(Address of principal executive offices)                      (Zip Code)

        Registrant's Telephone Number, Including Area Code: 407/351-1111

        Securities registered under Section 12(b) of the Exchange Act:

                                     NONE

         Securities registered under Section 12(g) of the Exchange Act:
                    COMMON STOCK, $0.01 PAR VALUE PER SHARE

<PAGE>   2



                            MAJOR REALTY CORPORATION
                          INDEX TO AMENDMENT NO. 1 TO
                                 ANNUAL REPORT
                                ON FORM 10-KSB/A

<TABLE>
<CAPTION>

<S>                        <C>                                                                                         <C>  
Part II
         Item 6. -         Management's Discussion and Analysis of Financial Condition
                           and Results of Operations.................................................................    3
         Item 7. -         Financial Statements......................................................................    7

Part III
         Item 12.-         Certain Relationships and Related Transactions............................................   25

Part IV

         Item 13.-         Exhibits and Reports on Form 8-K..........................................................   27
</TABLE>



                                      -2-

<PAGE>   3
         Major Realty Corporation (together with its subsidiaries referred to
herein as the "Company") is amending its Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1996, to provide Items 6, 7, 12, 13 and Exhibits
10.46 through 10.49.  The complete text of such items and exhibits is set forth
below.

ITEM 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS

         NET INCOME

         The Company recorded a net loss of $579,000 in 1996, as related to a
net income of $2,664,000 in 1995. The loss in 1996 was due primarily to the
fact that the Company was able to sell only one parcel of land in 1996 for
approximately $411,000. The income in 1995 was due to sales of property for a
total of $6,810,000 which had an aggregate cost basis of $2,678,000. See Note 2
to Consolidated Financial Statements detailing land sales in 1996 and 1995.

         REVENUES

         The Company's revenues in 1996 were derived from land sales, interest
income from a mortgage note receivable and payments under a ground lease. The
Company's revenues in 1995 were generated primarily by land sales. See "Item 1.
Sale and Disposition of Certain Property" and Note 2 to Consolidated Financial
Statements.

         COSTS AND EXPENSES

         The cost of real estate sold in 1996 was $198,000, as compared to
$2,678,000 in 1995, reflecting the difference in acquisition cost of the
various parcels sold and the greater amount of property sold in 1995.

         Selling, general and administrative costs in 1996 were $674,000 as
compared to $902,000 in 1995. The reduction in selling, general and
administrative costs primarily was attributed to a decrease in legal expenses,
a reduction in employee lease expenses and the generally reduced scope of the
Company's operations.

         Interest cost for 1996 was $546,000, a decrease of $465,000 as
compared to interest cost of $1,011,000 for 1995. The decrease was due to the
decreased principal balance of the Company's outstanding debt to Acceptance
Insurance Companies Inc. and a decrease in the interest rate on such debt. See
"Financial Condition and Liquidity" below.

         The Company did not capitalize interest in 1996 or 1995. The Company
continues to pursue development opportunities within the context of the
economic realities of the development business and the Company's debt
structure, but will continue to expense interest cost until such time as
realistic opportunities to develop particular properties exist.



                                      -3-

<PAGE>   4



FINANCIAL CONDITION AND LIQUIDITY

         The Company relies on internal sources of capital to meet its
operating and debt service requirements. Current internal sources of funds are
cash on hand, proceeds from land sales and lease payments. Due to adverse
economic conditions prevalent in the real estate and financial markets,
development activities with respect to the Company's properties have been
significantly reduced, with none of the Company's properties currently
designated for any significant above-ground development activity.

         At December 31, 1996, the Company was indebted to Acceptance pursuant
to a loan restructure arrangement entered into on October 18, 1995, in the
principal amount of $5,064,144, comprised of $747,313 due to Acceptance under
the terms of a February 1995 restructuring and $4,316,881 previously owed to
Citizens Fidelity Bank and Trust Company, now known as PNC Bank, Kentucky, Inc.
("PNC"), which indebtedness was acquired by Acceptance immediately prior to the
restructuring. The aggregate indebtedness of the restructured loan was
represented by a single promissory note, due May 1, 1998, unless there was a
change in control of the Company prior to such time, in which event the
maturity of the loan would be accelerated. The interest rate on the restructured
loan was prime plus 1.5% with interest payable quarterly in arrears.  In
January 1996, the Company made a payment of $106,000 for interest relating to
the fourth quarter of 1995.  The Company obtained permission to defer the
remaining quarterly interest payments due in 1996 and 1997 to Acceptance on its
$5.1 million mortgage note in the event the Company's cash flow was
insufficient to make such payments, pending the receipt of funds from the sale
of additional properties or other sources. Accordingly, the Company did not
make the $126,000 quarterly interest payments due on April 1, July 1, and
October 1, 1996, and January 1 and April 1, 1997. In September 1996, the 
Company made a payment to Acceptance in the amount of $240,000 which was
applied to the deferred interest due from the first two quarters of 1996. The
balance of the deferred interest as of December 31, 1996, was approximately
$263,000. 

         The Company's obligation to pay the foregoing amount, as well as
additional interest of $123,614 accrued from January 1 through March 31,
1997, was restructured in April 1997, and such aggregate accrued interest and
the $5.1 million principal amount due to Acceptance have been consolidated into
a new promissory note due May 1, 1998, unless there is a change in control of
the Company prior to such time, in which event the maturity of the loan will be
accelerated.  The interest rate on the restructured loan is prime plus 2.5%,
with interest accruing and added to principal on a quarterly basis in arrears.
Subject to the Company's right to prepay the note, the outstanding principal
amount of the note (or any portion thereof), plus accrued but unpaid interest,
is convertible into common stock of the Company at the option of Acceptance at
any time upon 20 days prior notice, based upon a price per share equal to the
average closing price of the common stock during the 30-day period immediately
preceding the date of Acceptance's notice of its election to convert. The
Company's indebtedness to Acceptance is secured by a first mortgage on
substantially all of the Company's property, including the certain notes and
mortgages payable to the Company from third parties.

         In April 1997, Acceptance provided the Company a $500,000 line of
credit.  Under this revolving credit facility, the Company may borrow and
reborrow up to $500,000.  All borrowings are due May 1, 1998, unless there is a
change in control of the Company prior to such time, in which event the
maturity of the loan will be accelerated.  The interest rate on the line of
credit is prime plus 2.5%, with interest accruing and added to principal on a
monthly basis in arrears.  The Company is required to pay a fee to Acceptance
on December 31, 1997, and on the maturity date of the note, equal to 0.5% of the
average unused portion of the line of credit during each period.  The Company
paid Acceptance a fee of $15,000 in connection with the restructuring of the
$5.1 million mortgage loan and the establishment of the line of credit.

         Under an amendment to the employee lease agreement with Heritage
Network, Incorporated ("Heritage"), effective April 1, 1996, pursuant to which
David L. Treadwell provides services to the Company as its Chairman of the
Board and Chief Executive Officer, the fee to Heritage was reduced to $25,000
per annum, payable monthly, plus a success fee of .5% with respect to
transactions consummated during the term of the Agreement and transactions
contracted for which are closed within a specified period of time after
termination of the Agreement. The renewal


                                      -4-

<PAGE>   5



extended the term of the Agreement until March 31, 1997, and an amendment
executed in March 1997 extends the term of the Agreement until December 31,
1997. See "Note 10 - Related Party Transactions" to Notes to Consolidated
Financial Statements.

         The Company's operations are dependent upon its ability to generate
sufficient cash flow to meet its obligations and operating costs on a timely
basis. Management believes that, with reduced operations and the deferrals
previously described, the Company has sufficient capital to allow it to
continue to meet its obligations through December 31, 1997. Thereafter, 
operations will depend upon the Company's ability to obtain additional capital
through joint venture arrangements, additional loans, sales of additional
securities or additional properties, or some combination of the foregoing.
There can be no assurance that the Company will be successful in any of such
endeavors.

         In October 1995, the Company announced that its Board of Directors had
determined that it was in the best interests of the shareholders to seek a
merger partner or otherwise seek a transaction for the sale of the Company.
David L. Treadwell, Chairman of the Company, cited capital constraints limiting
the feasibility of independently developing the Company's existing properties
as a primary factor in the Board's decision to seek a merger or sale
transaction. Although the Company has had a number of inquiries and has held,
and continues to hold, discussions with potentially interested parties, no
agreement relating to a merger or other substantial transaction has yet been
reached.

IMPACT OF INFLATION AND CHANGING PRICES

         The Company's revenues can be affected by inflation in a number of
ways. To the extent that general inflation in the economy has the effect of
increasing the general level of interest rates, the Company's revenues could be
adversely affected, inasmuch as prospective purchasers of land held for sale by
the Company may be unable to secure suitable financing for their purchases.
Also, higher interest rates could affect the ability of the Company to secure
suitable financing for development projects. Conversely, inflation which
results in higher real estate values could serve to enhance the Company's
revenues resulting from sales of property.

         Inflation had no material effect on the results of operations in 1996
and 1995.


OTHER

Income Taxes

         At December 31, 1996, the Company had net operating loss carryforwards
of approximately $5,746,000 million for income tax purposes that expire through
2007, and investment tax credit


                                      -5-

<PAGE>   6



carryforwards of $172,000 that expire through 2000. Additionally, the Company
had alternative minimum tax credits at December 31, 1996 of $824,000.  These
amounts are subject to annual limitations pursuant to provisions of the
Internal Revenue Code relating to cumulative changes in ownership. For
financial reporting purposes a valuation allowance has been recognized to
offset the portion of the deferred tax assets related to those carryforwards
which are dependent upon future events primarily related to the sale or
development of land. See Note 7 to the Consolidated Financial Statements
included under Item 7 - Financial Statements.





                                      -6-

<PAGE>   7



ITEM 7.           FINANCIAL STATEMENTS.

         The Company's Financial Statements included herein, at December 31,
1996 and 1995 and for the years ended December 31, 1996 and 1995, consist of
the following:
                                                                          

<TABLE>
   <S>                                                                                                    <C>
   Report of Independent Accountants...................................................................    8      
   Consolidated Balance Sheets.........................................................................    9 
   Consolidated Statements of Operations...............................................................   10
   Consolidated Statements of Stockholders' Equity.....................................................   11
   Consolidated Statements of Cash Flows...............................................................   12
   Notes to Consolidated Financial Statements..........................................................   13
</TABLE>



                                      -7-

<PAGE>   8



                            COOPERS & LYBRAND L.L.P.


REPORT OF INDEPENDENT ACCOUNTANTS

Board of Directors and Stockholders of Major Realty Corporation and Subsidiaries

We have audited the consolidated balance sheets of Major Realty Corporation and
subsidiaries (the Company) as of December 31, 1996 and 1995, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the years then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of the Company as of
December 31, 1996 and 1995, and the results of their operations and their cash
flows for the years then ended in conformity with generally accepted accounting
principles.

                                      /s/ COOPERS & LYBRAND L.L.P.

Tampa, Florida
February 18, 1997, except for Notes 6 and 10, as to which the date is April 10,
1997


                                      -8-

<PAGE>   9



                   MAJOR REALTY CORPORATION AND SUBSIDIARIES
            CONSOLIDATED BALANCE SHEETS, DECEMBER 31, 1996 AND 1995
                                 (IN THOUSANDS)
                                  ------------


<TABLE>
<CAPTION>
                                                                                          1996            1995
                                                                                          ----            ----
                                                        ASSETS
 <S>                                                                                     <C>            <C>     
 CASH AND CASH EQUIVALENTS                                                               $    320       $  1,006
 MORTGAGE NOTES RECEIVABLE                                                                  2,750          2,750
 LAND HELD FOR SALE OR DEVELOPMENT                                                          4,970          5,121
 LAND UNDER LEASE                                                                             171            171
 OTHER ASSETS                                                                                 915            674
                                                                                         --------       --------

                                                                                         $  9,126       $  9,722
                                                                                         ========       ========

                                          LIABILITIES AND STOCKHOLDERS' EQUITY

 ACCOUNTS PAYABLE - TRADE                                                                $     58       $    129
 ACCRUED EXPENSES                                                                             790            658
 INCOME TAXES PAYABLE                                                                        --               78
 CONVERTIBLE MORTGAGE NOTES PAYABLE DUE TO RELATED PARTY                                    5,064          5,064
 DEFERRED INCOME TAXES                                                                         26             26
                                                                                         --------       --------

                                                                                            5,938          5,955
                                                                                         --------       --------

 COMMITMENTS AND CONTINGENCIES (NOTES 8 AND 10)

 STOCKHOLDERS' EQUITY:
       SERIES A JUNIOR PARTICIPATING PREFERRED STOCK -
                $1.00 PAR VALUE; AUTHORIZED, 80,000 SHARES,
                NONE OUTSTANDING                                                             --             --
       COMMON STOCK - $.01 PAR VALUE; AUTHORIZED,
                12,000,000 SHARES; ISSUED AND OUTSTANDING,
                6,893,378 SHARES                                                               69             69
       CAPITAL IN EXCESS OF PAR VALUE                                                       7,822          7,822
       ACCUMULATED DEFICIT                                                                 (4,703)        (4,124)
                                                                                         --------       --------

                     TOTAL STOCKHOLDERS' EQUITY                                             3,188          3,767
                                                                                         --------       --------

                                                                                         $  9,126       $  9,722
                                                                                         ========       ========
</TABLE>


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.



                                      -9-

<PAGE>   10



                   MAJOR REALTY CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                 for the years ended December 31, 1996 and 1995
                      (in thousands except per share data)
                                   ----------

<TABLE>
<CAPTION>
                                                                                          1996            1995
                                                                                          ----            ----
<S>                                                                                      <C>            <C>  
Revenues:
      Sales of real estate                                                               $    411       $  6,810
      Lease income                                                                            131            150
      Interest and other income                                                               297            295
                                                                                         --------       --------

          Total revenues                                                                      839          7,255
                                                                                         --------       --------


 Costs and Expenses:
      Costs of real estate sold:
          Improved and unimproved land                                                        174          2,189
          Commissions and other expenses                                                       24            489
      Selling, general & administrative                                                       674            902
      Interest cost                                                                           546          1,011
                                                                                         --------       --------

          Total costs and expenses                                                          1,418          4,591
                                                                                         --------       --------


 (Loss) income before provision for income taxes                                             (579)         2,664
 Provision for income taxes                                                                  --             --
                                                                                         --------       --------

          Net (loss) income                                                              $   (579)      $  2,664
                                                                                         ========       ========

 Net (loss) income per common share                                                      $   (.08)      $    .39
                                                                                         ========       ========

 Average number of
      common and common
      equivalent shares outstanding                                                         6,893          6,893
                                                                                         ========       ========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.


                                      -10-

<PAGE>   11



                   MAJOR REALTY CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 for the years ended December 31, 1996 and 1995
                                 (in thousands)
                                 -------------

<TABLE>
<CAPTION>
                                        Common Stock    Capital in
                                       --------------   Excess of   Accumulated   Stockholders'
                                       Shares   Amount  Par Value   Deficit         Equity
                                       ------   ------  ---------   -------         ------
 <S>                                   <C>       <C>     <C>       <C>              <C>        
 Balance, December 31, 1994            6,893     $69     $7,822    $(6,788)         $ 1,103    
                                                                                               
        Net income                                                   2,664            2,664    
                                       -----     ---     ------    -------          -------    
                                                                                               
 Balance, December 31, 1995            6,893      69      7,822     (4,124)           3,767    
                                                                                               
        Net (loss)                                                    (579)            (579)   
                                       -----     ---     ------    -------          -------    
                                                                                               
 Balance, December 31, 1996            6,893     $69     $7,822    $(4,703)         $ 3,188    
                                       =====     ===     ======    =======          =======    
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.


                                      -11-

<PAGE>   12



                   MAJOR REALTY CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                 for the years ended december 31, 1996 and 1995
                                 (in thousands)
                                   ----------


<TABLE>
<CAPTION>
                                                                                           1996          1995
                                                                                           ----          ----
<S>                                                                                      <C>            <C>     
Cash Flows from operating activities:
      Net (loss) income                                                                  $   (579)      $  2,664
                                                                                         --------       --------
      Adjustments to reconcile net (loss) income to
              net cash used for operating activities:
          Depreciation and amortization of deferred changes                                    26            140
          Net gain on sales of real estate                                                   (235)        (4,525)
          Net loss on disposals of property and equipment                                    --                3
          Increase in other assets
              and other receivables                                                          (266)          (302)
          Increase (decrease) in accounts payable
              and accrued expenses                                                             61           (625)
          (Decrease) increase in income taxes payable                                         (78)            78
          Decrease in deferred income                                                        --              (50)
          Change in deferred income taxes                                                    --             (123)
                                                                                         --------       --------
              Total adjustments                                                              (492)        (5,404)
                                                                                         --------       --------
          Net cash used for operating activities                                           (1,071)        (2,740)
                                                                                         --------       --------

 Cash flows from investing activities:
      Additions to land held for sale or development                                          (23)          (271)
      Proceeds from the sale of land held for sale
          or development                                                                      409          6,713
      Proceeds from mortgage notes receivable                                                --            1,234
      Increase in mortgage notes receivable                                                  --           (1,234)
      Additions to property and equipment                                                      (1)            (2)
                                                                                         --------       --------
          Net cash provided by
               investing activities                                                           385          6,440
                                                                                         --------       --------

 Cash flows from financing activities:
      Proceeds from convertible mortgage notes
          payable due to related party                                                       --            6,025
      Principal payments on mortgage notes payable                                           --           (8,999)
      Decrease in restricted cash                                                            --               36
                                                                                         --------       --------
          Net cash used for
              financing activities                                                           --           (2,938)
                                                                                         --------       --------

 Net (decrease) increase in cash and cash equivalents                                        (686)           762
 Cash and cash equivalents at beginning of year                                             1,006            244
                                                                                         --------       --------
 Cash and cash equivalents at end of year                                                $    320       $  1,006
                                                                                         ========       ========

Supplemental disclosure of cash flow information:
    Cash paid during the year for interest                                               $    346       $    839
                                                                                         ========       ========
</TABLE>

SEE NOTES 3, 6, 7 AND 10 FOR NON-CASH ACTIVITIES.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.


                                      -12-

<PAGE>   13



                            MAJOR REALTY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.       Summary of Significant Accounting Policies:

         Description of Operations - The Company operates within the State of
         Florida in the real estate industry. The Company is engaged in the
         ownership and development of real estate.
         The Company's operations are dependent upon its ability to generate
         sufficient cash flow to meet its obligations and operating costs on a
         timely basis. Management believes the Company has sufficient capital
         resources to allow it to continue to meet its obligations through
         1997.  Thereafter, operations will depend upon the Company's ability
         to obtain additional capital through joint venture arrangements,
         additional loans, sales of additional securities or additional
         properties, merger partner, transaction for the sale of the Company or
         some combination of the foregoing. The Company's loan from Acceptance
         in the amount of $5.1 million is due on May 1, 1998, (see Note 6).
         There can be no assurance that the Company will be able to secure
         sufficient funds to repay or refinance the loan.

         In October, 1995, the Company announced that its Board of Directors
         had determined that it was in the best interests of the shareholders
         to seek a merger partner or otherwise seek a transaction for the sale
         of the Company. The Company, cited capital constraints limiting the
         feasibility of independently developing the Company's existing
         properties as a primary factor in the Board's decision to seek a
         merger or sale transaction. Management believes that this announcement
         does not have any financial statement impact on the Company.

         Recognition of Sales - Sales of real estate are generally recorded
         under the accrual method. Under this method, profit is not recognized
         until the collectibility of the sales price is reasonably assured and
         the earnings process is virtually complete. When the sale does not
         meet the requirements for recognition of income, profit is deferred
         until such requirements are met.

         Generally, collectibility of the sales price is considered assured for
         this purpose if there is a cash down payment of 20% or more. The
         earnings process generally is considered virtually complete when the
         sale has closed, the cash down payment has been received, the mortgage
         notes receivable are not subject to existing or future subordination
         and the Company has no continuing involvement in the property that
         results in the retention of substantial risks or rewards of ownership.


                                  (Continued)


                                      -13-

<PAGE>   14



                            MAJOR REALTY CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)




1.       Summary of Significant Accounting Policies (continued):

         Cost of Land Held for Sale or Development - Real estate is carried at
         the lower of cost or net realizable value. The cost of real estate
         includes capitalized interest, real estate taxes and development costs
         which are allocated to individual parcels and charged to cost of real
         estate sold on a basis approximating the relative sales value method.
         These costs were primarily incurred prior to fiscal 1993.

         Property and Equipment - Property and equipment is carried at cost,
         less accumulated depreciation. Depreciation is computed using the
         straight-line method over the estimated useful lives (3 to 10 years)
         of the assets. Additions and major replacements or betterments are
         added to the asset cost. Repairs and maintenance costs are charged to
         expense as incurred. The cost and related allowance for depreciation
         and amortization of assets sold or otherwise disposed of are removed
         from the related accounts and the resulting gains or losses are
         reflected in income.

         Deferred Debt Issuance Costs - Debt issuance costs are being amortized
         over the life of the related debt on a basis approximating the
         interest method.

         Net (loss) Income Per Common Share - Net (loss) income per common
         share is computed by dividing the net (loss) income by the weighted
         average number of shares of common stock and common stock equivalents
         outstanding during each period. Common stock equivalents include
         shares issuable upon the exercise of employee stock options, net of
         shares assumed to have been purchased from the proceeds. Common stock
         equivalents have been excluded from the computation of net (loss)
         income per share since their effect would be antidilutive or
         immaterial for all reporting periods.

         Cash Equivalents - Generally, for purposes of the consolidated
         statements of cash flows, the Company considers all short-term, highly
         liquid investments with a maturity of 3 months or less to be cash
         equivalents.

         Concentration of Credit Risk - The Company has no financial
         instruments which subject it to off-balance sheet risk. Financial
         instruments which potentially subject the Company to concentrations of
         credit risk consist principally of cash, cash equivalents and the
         mortgage notes receivable (see Note 2). The Company maintains its cash
         and cash equivalents with high credit quality financial institutions
         as determined by management.


                                  (Continued)


                                      -14-

<PAGE>   15



                            MAJOR REALTY CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



1.       Summary of Significant Accounting Policies (continued):

         Uses of Estimates - The preparation of financial statements in
         conformity with generally accepted accounting principles requires
         management to make estimates and assumptions that affect the reported
         amounts of assets and liabilities and disclosure of contingent assets
         and liabilities at the date of the financial statements and the
         reported amounts of revenues and expenses during the reporting period.
         Actual results could differ from those estimates.

         New Accounting Pronouncements - In March 1996, the Financial
         Accounting Standards Board issued SFAS No. 128, "Earnings per share"
         which is effective for periods ending after December 15, 1997.  This 
         statement establishes standards for computing and presenting earnings
         per share data.  The Company currently is assessing whether this 
         pronouncement will impact the presentation of earnings per share data
         in future periods.

2.       Mortgage Notes Receivable:

         Mortgage notes receivable as of December 31, 1996 and 1995 represents
         the principal balance due on an 8% non-recourse note with principal
         and interest due in April, 1998. The note is collateralized by a first
         mortgage on the property received in exchange for the note.  The
         property is located on the Garrison Channel in Tampa, Florida.

3.       Land Held for Sale or Development:

         During February 1996, the Company signed a contract for approximately
         $411,000, for approximately 2.34 acres of commercial property located
         at the northwest corner of the intersection of Conroy Road and
         Vineland Road in Orlando. The sale closed in September, 1996. The
         sales price was paid in cash at closing. Approximately $240,000 of the
         net proceeds was used to repay Company debt.

         During August 1996, the Company signed a contract for approximately
         $1,050,000, for the sale of approximately 2.5 acres of commercial
         property located on the west side of Major Boulevard in Orlando. The
         buyer made a $40,000 deposit and had a 90 day inspection period to
         determine if it wished to proceed with the contract. On October 15,
         1996, the Company received notice from the buyer that it was canceling
         the contract. The deposit was refunded to the buyer.

         During September 1996, the Company signed two contracts for the sale
         of multi-family land in the southwestern sector of Orlando. One
         contract was for approximately 55 acres gross (17 acres net) in the
         amount of $1,800,000. The other contract was for approximately 43
         acres gross (15 acres net) in the amount of $1,350,000. The buyer
         placed a $10,000 deposit on each parcel and had a 60 day inspection
         period during which it could cancel one or both of the contracts. On
         November 13, 1996, the Company received notice from the buyer it was
         canceling the contracts. The deposits were refunded to the buyer.

                                  (Continued)



                                      -15-

<PAGE>   16



                            MAJOR REALTY CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)




3.       Land Held for Sale or Development (continued):


         During May 1995, the Company sold 6.12 acres of vacant land at the
         northwest intersection of Major Boulevard and Vineland Road in
         Orlando, Florida to Bara Vineland, Inc. for $2,010,000. The buyer had
         previously made a $50,000 deposit which became non-refundable during
         December 1994. Additional cash in the amount of $650,000 was received
         at closing and was used to retire company debt and for operations. The
         balance of the purchase price, $1,310,000, was represented by a
         promissory note originally due in May, 1996. The note was satisfied at
         a discount during October, 1995 for $1,234,000. The difference between
         the original amount of the promissory note and the satisfaction amount
         has been included in cost of real estate sold.


         During August 1995, the Company sold 12.95 acres of multi-family land
         located at the northeast corner of Cason Cove Road and Mission Road in
         Orlando for $1,000,000 to National HealthCare, L.P. The sales price
         was paid in cash at closing. Proceeds from the sale were used to
         retire Company debt and for Company operations.

         During September 1995, the Company sold 10.36 acres of commercial land
         located at the northeast intersection of Interstate 4 and Kirkman Road
         in Orlando to Cracker Barrel Old Country Store, Inc. for $6,280,000.
         The Company received $2,700,000 cash at closing plus a $3,580,000
         non-interest bearing mortgage note which was due in two equal
         payments, one in April 1996 and the other in April 1997. On March 27,
         1996, Cracker Barrel formally notified the Company of its intent to
         default on the mortgage note and reconvey the property to the Company.
         Consequently, the Company recorded the sale of only 4.0 acres of land
         for $2,700,000 in 1995 and included the remaining 6.36 acres of land
         subject to the sale as "Land held for sale or development" at December
         31, 1995. Approximately $2,000,000 of the net proceeds was used to
         repay Company debt.

         During September 1995, the Company sold 1.38 acres of commercial land
         located at the northwest corner of the intersection of Conroy Road and
         Vineland Road in Orlando for $750,000 to San Alto Construction for the
         construction of a 7-11. The sales price was paid in cash at closing.
         Proceeds from the sale were used to retire Company debt and for
         Company operations.

                                  (Continued)



                                      -16-

<PAGE>   17



                            MAJOR REALTY CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


3.       Land Held for Sale or Development (continued):

         During September, 1995, the Company sold 1.06 acres located at the
         southeast corner of Vineland Road and Major Boulevard in Orlando to
         Orlando Foods, Ltd. for the construction of a Wendy's fast food
         restaurant for $350,000. The sales price was paid in cash at closing.

4.       Land Under Lease:

         The Company leases certain of its land under an operating lease. The
         ground lease provided for an initial lease term of 12 years, which
         expired during 1995, with options for automatic renewal for six (6)
         month increments, unless the lessee gives a 30-day notice of
         termination to the Company. The maximum lease term, including all
         extensions, may not extend beyond June 2003. Revenues recognized under
         the operating lease approximated $131,000 for both years ended
         December 31, 1996 and 1995. Land under lease is subordinated to the
         mortgages of the lessee.

5.       Other Assets:

         The components of other assets as of December 31, 1996 and 1995 are
         summarized as follows (in thousands):

<TABLE>
<CAPTION>
                                                                   1996              1995
                                                                   ----              ----

         <C>                                                      <C>               <C>  
         Accrued interest receivable                              $ 904             $ 637
         Property and equipment, net of accumulated
                  depreciation of $63 and $59 in
                  1996 and 1995, respectively                         5                10
         Deferred debt issuance costs, net of
                  accumulated amortization of $20 and
                  $256 in 1996 and 1995, respectively                -                 20
         Other                                                        6                 7
                                                                  -----             -----
                                                                  $ 915             $ 674
                                                                  =====             =====
</TABLE>




                                      -17-

<PAGE>   18



                            MAJOR REALTY CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



6.       Convertible Mortgage Notes Payable:

         Convertible Mortgage notes payable as of December 31, 1996 and 1995
         represents the mortgage note payable due Acceptance Insurance
         Companies Inc. ("Acceptance") (See Note 10).  Interest expense related 
         to the convertible mortgage note payable for the years ended December 
         31, 1996 and 1995 was $503,000 and $236,000, respectively.

         During February 1995, the mortgage note payable, due bank, ("the PNC
         Bank Note"), was amended to extend the maturity date from January 31,
         1995 to January 31, 1996, subject to a maximum outstanding loan
         balance of $7,700,000 and the replenishment of an escrowed interest
         reserve in the amount of $770,000.

         During February 1995, the Company entered into a loan arrangement with
         Acceptance whereby Acceptance acquired the Company's promissory note
         and mortgage to Valassis Enterprises, L.P. of $282,000, including
         accrued interest, and provided additional funds which were used to
         repay two promissory notes in the aggregate amount of $103,000,
         including accrued interest, held by Acceptance, fund the interest
         reserve of $770,000 on the PNC Bank Note, pay real estate taxes in the
         amount of $327,000, pay loan closing and extension costs of $75,000
         and provide working capital of approximately $43,000. The aggregate
         indebtedness to Acceptance in connection with these transactions was
         $1,600,000, represented by a single promissory note due in January
         1996, which provided for interest, at the rate of twelve percent (12%)
         per annum, to accrue monthly and be paid at maturity.

         During October 1995, Acceptance acquired the PNC Bank Note with an
         outstanding balance of approximately $4,317,000, executing a first
         mortgage securing the note and other associated loan documents. As a
         result, the Company entered into a debt restructuring agreement with
         Acceptance for the Company's $5,064,000 debt to Acceptance ($747,000
         due from the February 1995 loan plus the PNC Bank Note).

                                  (Continued)


                                      -18-

<PAGE>   19



                            MAJOR REALTY CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



6.       Convertible Mortgage Notes Payable (continued):


         The interest rate on the restructured loan was prime plus 1.5%,
         with interest payable quarterly in arrears. The maturity of the loan
         which prior to the restructuring was January 31, 1996, was extended to
         May 1, 1998, unless there was a change in control prior to such time,
         in which event the maturity of the loan would be accelerated. In April
         1996, the Company received permission from Acceptance to defer the
         quarterly interest payments due to Acceptance in the event the
         Company's cash flow is insufficient to make such payments, pending the
         receipt of funds from the sale of additional properties or other
         sources. The interest due for the year ended December 31, 1996, was 
         $263,000 and has been accrued.

         The Company's obligation to pay the foregoing amount, as well as
         additional interest of $124,000 accrued from January 1
         through March 31, 1997, was restructured in April 1997, and such
         aggregate accrued interest and the $5.1 million principal amount due
         to Acceptance have been consolidated into a new promissory note due
         May 1, 1998, unless there is a change in control of the Company prior
         to such time, in which event the maturity of the loan will be
         accelerated.  The interest rate on the restructured loan is prime plus
         2.5%, with interest accruing and added to principal on a quarterly
         basis in arrears.  The Company's indebtedness to Acceptance is secured
         by a first mortgage on substantially all of the Company's property,
         including the certain notes and mortgages payable to the Company from
         third parties. Subject to the Company's right to repay the note, the
         outstanding principal amount of the note (or any portion thereof), plus
         accrued but unpaid interest, is convertible into Common Stock at the
         option of Acceptance at any time upon 20 days prior notice, based upon
         a price per share equal to the average closing price of the Common
         Stock during the 30-day period immediately preceding the date of
         Acceptance's notice of its election to convert.

         In April 1997, Acceptance provided the Company a $500,000 line of
         credit.  Under this revolving credit facility, the Company may
         borrow and reborrow up to $500,000.  All borrowings are due May 1,
         1998, unless there is a change in control of the Company prior to such
         time, in which event the maturity of the loan will be accelerated. 
         The interest rate on the line of credit is prime plus 2.5%, with
         interest accruing and added to principal on a monthly basis in
         arrears.  The Company is required to pay a fee to Acceptance on
         December 31, 1997, and on the maturity date of the note, equal to 0.5%
         of the average unused portion of the line of credit during each
         period.  The Company paid Acceptance a fee of $15,000 in connection
         with the restructuring of the $5.1 million mortgage loan and the
         establishment of the line of credit.

         SFAS No. 107, "Disclosure About Fair Value of Financial Instruments,"
         requires that the Company disclose estimated fair values for its
         financial instruments. Fair value is defined as the price at which a
         financial instrument could be liquidated in an orderly manner over a
         reasonable time period under present market conditions. Major Realty's
         adjustable rate loans reprice frequently at current market rates. The
         rates of Major Realty's fixed obligations approximate those rates of
         the adjustable loans. Therefore, the fair value of these loans has
         been estimated to be approximately equal to their carrying value.

7.       Income Taxes:

         A summary of the provision for income taxes for the years ended
         December 31, 1996 and 1995 follows:

<TABLE>
<CAPTION>
                                                  1996        1995
                                                  ----        ----
              Federal and state income taxes
                  <S>                            <C>         <C>
                  Current                             0          121
                  Deferred                            0         (121)
                                                 ------      ------
                                                      0            0
                                                 ======      =======
</TABLE>


                                  (Continued)


                                      -19-

<PAGE>   20



                            MAJOR REALTY CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



7.       Income Taxes (continued):

         At December 31, 1996, the Company had net operating loss carryforwards
         of approximately $5,746,000 for income tax purposes that expire
         through 2007, and investment tax credit carryforwards of $172,000 that
         expire through 2000. Additionally, the Company had alternative minimum
         tax credits at December 31, 1996 of $824,000. These amounts are
         subject to annual limitations pursuant to provisions of the Internal 
         Revenue Code relating to cumulative changes in ownership.  For 
         financial reporting purposes, a valuation allowance has been 
         recognized to offset the portion of the deferred tax assets related to
         those carryforwards which are dependent upon future events primarily 
         related to the sale or development of land. The net increase 
         (decrease) in the valuation allowance for the years ended December 31,
         1996 and 1995 is $218,000 and ($980,000), respectively.

         Deferred income taxes primarily relate to basis differences between
         the amounts recorded for financial reporting purposes and the amounts
         recorded for income tax purposes. Significant components of the
         Company's deferred tax liabilities and assets as of December 31, 1996
         and 1995 are as follows:

<TABLE>
<CAPTION>
                                                                                           1996          1995
                                                                                           ----          ----
Deferred tax liabilities:
<S>                                                                                      <C>            <C>      
     Book over tax basis of land held for development (net)                              $     96        $(1,193)
                                                                                         --------       --------

 Deferred tax assets:
     Net operating loss carryforwards                                                       2,412          2,165
     Investment tax credit carryforwards                                                      172            172
     Alternative minimum tax credit carryforwards                                             824            824
     Deferred compensation liability                                                           75             89
     Accrued litigation costs                                                                  (6)             7
     Bad debt reserve                                                                           0             29
     Accrued real estate taxes                                                                  0              5
     Mortgage note receivable                                                                   0          1,263
     Deferred loan costs                                                                        6              0
     Valuation allowance                                                                   (3,605)        (3,387)
                                                                                         --------       --------
                                                                                         $   (122)      $  1,167
                                                                                         --------       --------

   Net deferred tax liability                                                            $    (26)      $    (26)
                                                                                         ========       ========
</TABLE>

                                  (Continued)


                                      -20-

<PAGE>   21



                            MAJOR REALTY CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


7.       Income Taxes (continued):

         The Company's effective tax rate differs from the statutory federal
         income tax rate for the following reasons:

<TABLE>
<CAPTION>
                                  1996                     1995
                             --------------          ---------------
                             Amount     %              Amount    %

 <S>                         <C>       <C>           <C>        <C>
 Tax at statutory rate       $(198)     34           $   906      34

 State taxes, net of
      federal benefit          (21)      4               97       4

 Effect of net operating
      loss carryforwards       219     (38)           (1,003)    (38)
                             -----     ---           -------    ----


               Total         $   0       0           $     0       0
                             =====     ===           =======    ====
</TABLE>


         During the year ended December 31, 1996 and 1995 the Company paid
         income taxes of $79,000 and $45,000, respectively.


8.       Commitments and Contingencies:

         The Company's corporate offices are located in the Major Center Plaza
         office building. The lease expires in July 1997. The estimated future
         minimum lease obligation for 1997 is $8,500.

         Rent expense for 1996 and 1995 was $14,000 and $14,000, respectively.

         The Company from time to time is involved in legal actions arising in
         the ordinary course of business. With respect to these matters,
         management believes that it has adequate legal defenses and/or has
         provided adequate accruals for related costs such that the ultimate
         outcome will not have a material adverse effect on the Company's
         future financial position.




                                      -21-

<PAGE>   22



                            MAJOR REALTY CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



9.       Capital Stock:

         During 1990, the Company adopted a new Stock Option Plan (the "1990
         Plan") to replace the 1983 Employee Incentive Stock Option Plan. In
         addition, the Company previously had a Non-qualified Stock Option Plan
         for which no further options were issuable under the plan. The 1990
         Plan provides for grants of both incentive stock options and
         non-qualified stock options to key employees and one of the Company's
         ex-non-employee directors.

         The purchase price of the common stock covered by each option granted
         shall not be less than the fair market value of the Company's common
         stock on the date the option is granted. No option granted may be
         exercised more than 10 years after the date of grant.

         Options are exercisable at dates established by the Board of
         Directors. Under the 1990 Plan, an employee may not be granted
         incentive stock options first exercisable during any one calendar year
         for common stock with a fair market value (at date of grant) in excess
         of $100,000. Options expire upon termination of employment.

         The following is a summary of changes in all options during the two
         years ended December 31, 1996.

<TABLE>
<CAPTION>
                                                                         Non Qualified
                                                                         Option Price
                                                               Shares    Per Share
                                                               ------    ---------
<S>                                                            <C>       <C>        <C>   
Outstanding at December 31, 1994                               250,000   $ 2.00 - $12.50
Expired                                                        100,000   $ 2.00
                                                               -------

Outstanding at December 31, 1995                               150,000   $ 2.7679 - $12.50
Expired                                                             -    $ 0
                                                               -------

Outstanding at December 31, 1996                               150,000   $ 2.7679 - $12.50
                                                               =======
</TABLE>




                                      -22-


<PAGE>   23



                            MAJOR REALTY CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

9.       Capital Stock (continued):

         During 1990, a non-employee member of the Board of Directors was
         granted options to purchase 50,000 shares of common stock. The options
         may be exercised at any time for a period not to exceed ten years.
         During 1992, the Chairman of the Board (the "Chairman") was granted
         options to purchase 100,000 shares of common stock. Options to
         purchase 50,000 of these shares vested in March 1993 and options to
         purchase the remaining 50,000 shares vested in March 1994. The options
         expire upon termination of the agreement between the Company and
         Heritage Network, Incorporated (see Note 10). During 1994, the
         Chairman was granted an option to purchase an additional 100,000
         shares of common stock which were exercisable at any time until the
         earlier of the option expiration date of June 30, 1995, or the
         termination of the Chairman's relationship with the Company. The
         shares were not exercised and expired on June 30, 1995.
         No options were exercised during 1996 or 1995.

         In October 1995, the Financial Accounting Standards Board issued SFAS
         No. 123, "Accounting for Stock-Based Compensation" which is effective
         for fiscal years beginning after December 15, 1995.  The statement 
         establishes financial accounting and reporting standards for
         stock-based employee compensation plans, but permits an entity to 
         continue to measure compensation cost as perscribed under APB Opinion
         No. 25, provided certain pro forma disclosures are made.  Entities 
         that elect to measure compensation cost using APB Opinion No. 25 must
         provide pro forma disclosures for all awards granted in fiscal years
         that begin after December 15, 1994.  All of the Company's outstanding
         options were granted prior to this date, therefore the reporting    
         requirements under SFAS No. 123, including pro forma disclosure, do not
         apply.

10.      Related Party Transactions:

         During February 1995, the Company entered into a loan arrangement
         with Acceptance (See Note 6). The accrued interest due at December 31,
         1996 was $263,000. 

         In April 1997, Acceptance provided the Company a $500,000 line of 
         credit (See Note 6).

         David L. Treadwell ("Treadwell"), the Company's Chairman of the Board
         and Chief Executive Officer, is also a member of the board of
         directors of Acceptance. Mr. Treadwell performs services pursuant to
         an employee lease agreement (the "Agreement") with Heritage Network,
         Incorporated ("Heritage"), his primary employer. To assist the
         Company's cash flow, Heritage agreed to a deferral of $75,000 of the
         $100,000 annual fee due under the Agreement, pending the closing of
         future property sales or other transactions. Under three amendments to
         the Agreement, the original term of the Agreement was extended through
         March 31, 1996, and, beginning on December 31, 1994, interest on all
         deferred amounts at the rate of twelve percent (12%) per annum began
         to accrue. The Company paid Heritage approximately $25,000 under this
         agreement in 1996.  Under a fourth amendment to the Agreement 
         effective April 1, 1996, the fee to Heritage was reduced to $25,000 
         per annum, payable monthly, plus a success fee of .5% with respect to
         transactions consummated during the term of the Agreement and 
         transactions contracted for which are closed within a specified period
         of time after

                                  (continued)


                                      -23-

<PAGE>   24



                            MAJOR REALTY CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


10.      Related Party Transactions (continued):

         termination of the Agreement. The renewal extends the term of the
         Agreement until March 31, 1997, and does away with the requirement
         that the Company pay interest on deferred amounts. At December 31,
         1996, the Company owed Heritage $21,000 under the Employee Lease
         Agreement, including $2,000 in interest. In addition, the Company
         reimburses Mr. Treadwell for all reasonable travel expenses including
         transportation to and from his home city of Southgate, Michigan. The
         Company has also granted Mr. Treadwell options to purchase 200,000
         shares of common stock (see Note 9).

         On February 13, 1996, the Company paid Heritage $142,000 which
         included the deferred payment due as of December 31, 1995 and interest
         accrued in the amount of $11,000 as of the same date.



                                      -24-

<PAGE>   25



ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         A description of the relationships and affiliations of the directors,
officers and holders of more than 5% of the Common Stock of the Company with
the parties identified in this section are contained in the last paragraph of
this section.

Loan from Acceptance

         On February 1, 1995, the Company entered into a loan arrangement with
Acceptance Insurance Companies Inc., ("Acceptance") whereby Acceptance acquired
the Company's promissory note and mortgage to Valassis Enterprises, L.P. (which
had a balance of approximately $282,000 on such date) and provided additional
funds which were used to repay the Major Group Notes held by Acceptance in the
aggregate amount of approximately $103,000, fund the interest reserve for the
Company's loan with PNC Bank ($770,000), pay real estate taxes in the amount of
$326,597, pay loan closing and extension costs of $75,000, and provide working
capital of approximately $43,000. The aggregate indebtedness to Acceptance in
connection with these transactions was $1,600,000, represented by a single
promissory note due January 31, 1996, which provided for interest, at the rate
of twelve percent (12%) per annum, to accrue and be paid at maturity. The note
was secured by a second mortgage on substantially all of the Company's
property.

         At December 31, 1996, the Company was indebted to Acceptance pursuant
to a loan restructure arrangement entered into on October 18, 1995, in the
principal amount of $5,064,144, comprised of $747,313 due to Acceptance under
the terms of a February 1995 restructuring and $4,316,881 previously owed to
Citizens Fidelity Bank and Trust Company, now known as PNC Bank, Kentucky, Inc.
("PNC"), which indebtedness was acquired by Acceptance immediately prior to the
restructuring. The aggregate indebtedness of the restructured loan was
represented by a single promissory note, due May 1, 1998, unless there was a
change in control of the Company prior to such time, in which event the
maturity of the loan would be accelerated. The interest rate on the restructured
loan was prime plus 1.5%, with interest payable quarterly in arrears. 
In January 1996, the Company made a payment of $106,000 for interest relating to
the fourth quarter of 1995.  The Company obtained permission to defer the 
remaining quarterly interest payments due in 1996 and 1997 to Acceptance on its
$5.1 million mortgage note in the event the Company's cash flow was 
insufficient to make such payments, pending the receipt of funds from the sale 
of additional properties or other sources. Accordingly, the Company did not 
make the $126,000 quarterly interest payments due on April 1, July 1, and 
October 1, 1996, and January 1 and April 1, 1997. In September 1996, the 
Company made a payment to Acceptance in the amount of $240,000 which was 
applied to the deferred interest due from the first two quarters of 1996.  The
balance of the deferred interest as of December 31, 1996, was $263,000.

         The Company's obligation to pay the foregoing amount, as well as
additional interest of $123,614 accrued from January 1 through March 31,
1997, was restructured in April 1997, and such aggregate accrued interest and
the $5.1 million principal amount due to Acceptance have been consolidated into
a new promissory note due May 1, 1998, unless there is a change in control of
the Company prior to such time, in which event the maturity of the loan will be
accelerated.  The interest rate on the restructured loan is prime plus 2.5%,
with interest accruing and added to principal on a quarterly basis in arrears.
Subject to the Company's right to prepay the note, the outstanding principal
amount of the note (or any portion thereof), plus accrued but unpaid interest,
is convertible into common stock of the Company at the option of Acceptance at
any time upon 20 days prior notice, based upon a price per share equal to the
average closing price of the common stock during the 30-day period immediately
preceding the date of Acceptance's notice of its election to convert. The
Company's indebtedness to Acceptance is secured by a first mortgage on
substantially all of the Company's property, including the certain notes and
mortgages payable to the Company from third parties.

         In April 1997, Acceptance provided the Company a $500,000 line of
credit.  Under this revolving credit facility, the Company may borrow and
reborrow up to $500,000.  All borrowings are due May 1, 1998, unless there is a
change in control of the Company prior to such time, in which event the
maturity of the loan will be accelerated.  The interest rate on the line of
credit is prime plus 2.5%, with interest accruing and added to principal on a
monthly basis in arrears.  The Company is required to pay a fee to Acceptance
on December 31, 1997, and on the maturity date of the note, equal to 0.5% of the
average unused portion of the line of credit during each period.  The Company
paid Acceptance a fee of $15,000 in connection with the restructuring of the 
$5.1 million mortgage loan and the establishment of the line of credit.


                                      -25-

<PAGE>   26



Employee Lease Agreement regarding David Treadwell

         David L. Treadwell, Chairman of the Board of Directors, serves as the
Company's Chief Executive Officer pursuant to an Employee Lease Agreement (the
"Agreement") with Mr. Treadwell's primary employer, Heritage Network,
Incorporated ("Heritage"). See "Item 10. Executive Compensation."

         The Agreement, which commenced on March 27, 1992, requires Mr.
Treadwell to devote such time to his duties as Chief Executive Officer as he
and the Board of Directors determine to be necessary. The Agreement has been
amended five times and currently provides for a fee of $25,000 per annum,
payable monthly. The Company also is required to pay a success fee of .5% with
respect to transactions consummated during the term of the Agreement and for
transactions contracted for which are closed within a specified period of time
after termination of the Agreement, up to a maximum success fee of $75,000. The
fifth amendment executed in March 1997 extended the term of the Agreement until
December 31, 1997. At December 31, 1996, the Company owed Heritage $21,000
under the Employee Lease Agreement, including $2,000 in interest, for unpaid
fees which previously were deferred.

         As part of the original Agreement, Mr. Treadwell was granted the right
to purchase from the Company 100,000 shares of the common stock of the Company,
par value $0.01 per share, for $2.7679 per share. Options to purchase 50,000
shares vested on March 27, 1993, and options to purchase the remaining 50,000
shares vested on March 27, 1994. These options terminate upon Mr. Treadwell's
resignation as Chief Executive Officer of the Company or upon termination of
the Agreement.

         Acceptance beneficially owns 33.1% of the common stock of the Company.
Messrs. Bielfield, Coon, McCarthy and Treadwell are directors of Acceptance.
George F. Valassis, who beneficially owns 9.7% of the common stock of the
Company, also beneficially owns 23.1% of the common stock of Acceptance. By
virtue of such positions with or interests in Acceptance, such persons may have
a material indirect interest in the transactions described above between the
Company and Acceptance.




                                      -26-

<PAGE>   27



                                    PART IV

ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K.

<TABLE>
<CAPTION>
(A)  EXHIBITS

        <S>       <C>                                                              
        3.1       Certificate of Incorporation of the Company, as amended
                  (previously filed as an exhibit to the Company's Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1987 and as Exhibit 3.1 to the Company's Annual Report on
                  Form 10-K for the fiscal year ended December 31, 1987).

        3.2       Bylaws of the Company, as amended (previously filed as an
                  exhibit to the Company's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1990).

        4         Other instruments, notes or extracts from agreements defining
                  the rights of holders of long-term debt of the Company or its
                  subsidiaries have not been filed because (i) in each case the
                  total amount of long-term debt permitted thereunder does not
                  exceed 10% of the Company's consolidated assets, and (ii) the
                  Company hereby agrees that it will furnish such instruments,
                  notes and extracts to the Securities and Exchange Commission
                  upon its request.

       10.1       Form of Indemnity Agreement between the Company and its
                  directors and certain officers, as utilized since December
                  12, 1988, (previously filed as an exhibit to the Company's
                  Annual Report on Form 10-K for the year ended December 31,
                  1988).

       10.2*      Salary Continuation Agreement dated November 19, 1986, between the Company
                  and Alvin L. Lawing, Jr. (previously filed as an exhibit to the Company's Annual
                  Report on Form 10-K for the fiscal year ended December 31, 1987).

       10.3       Agreements dated July 8, 1982, between the Company and Oxford
                  Development Enterprises, Inc., as amended (previously filed
                  as an exhibit to Registration Statement Number 2-84680).

       10.4       Agreement dated June 16, 1978, between the Company, American
                  Television and Communications Corporation and others
                  (previously filed as an exhibit to Registration Statement
                  Number 2-84680).

       10.5*      1990 Stock Option Plan (previously filed as an exhibit to the
                  Company's Proxy Statement dated November 6, 1990, relating to
                  the Annual Meeting held on November 30, 1990).
</TABLE>



                                      -27-

<PAGE>   28



<TABLE>
       <S>        <C>
       10.6       Assumption and Indemnification Agreement dated April 30,
                  1990, by and between the Company, MPJV Corporation, a Florida
                  corporation for the benefit of The Prudential Insurance
                  Company of America, a New Jersey corporation (previously
                  filed as an exhibit to the Company's Current Report on Form
                  8-K dated April 30, 1990).

       10.7       Loan Agreement dated as of October 11, 1989, between the
                  Company and Citizens Fidelity Bank and Trust Company (now
                  known as PNC Bank, Kentucky, Inc.), Louisville, Kentucky
                  (previously filed as an exhibit to the Company's Annual
                  Report on Form 10-K for the year ended December 31, 1989).

       10.8       Indemnification Agreement dated April 30, 1990, by and
                  between Major Center, a Joint Venture, a Florida general
                  partnership, MPJV Corporation, a Florida corporation, and The
                  Prudential Insurance Company of America, a New Jersey
                  corporation (previously filed as an exhibit to the Company's
                  Current Report on Form 8-K dated April 30, 1990).

       10.9       Mortgage Deed and Security Agreement granted October 11,
                  1989, by the Company in favor of Citizens Fidelity Bank and
                  Trust Company, Louisville, Kentucky (previously filed as an
                  exhibit to the Company's Annual Report on Form 10-K for the
                  year ended December 31, 1989).

       10.10      Security Agreement dated November 30, 1990, granted by the
                  Company in favor of Citizens Fidelity Bank and Trust Company,
                  Louisville, Kentucky (previously filed as an exhibit to the
                  Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1990).

       10.11      Amendment to Loan Agreement, dated as of November 30, 1990,
                  between the Company and Citizens Fidelity Bank and Trust
                  Company, Louisville, Kentucky (previously filed as an exhibit
                  to the Company's Annual Report on Form 10-K for
                  the fiscal year ended December 31, 1990).

       10.12      Second Amendment to Loan Agreement, dated as of August 29,
                  1991, between the Company and Citizens Fidelity Bank and
                  Trust Company, Louisville, Kentucky (previously filed as an
                  exhibit to the Company's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1991).

       10.13      Amendment to Mortgage Deed and Security Agreement, dated
                  August 29, 1991, granted by the Company in favor of Citizens
                  Fidelity Bank and Trust Company, Louisville, Kentucky
                  (previously filed as an exhibit to the Company's Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1991).
</TABLE>



                                      -28-

<PAGE>   29



<TABLE>
       <S>        <C>                                                                 
       10.14      Loan Agreement, dated as of March 25, 1992, between the
                  Company and Valassis Enterprises, L.P. (previously filed as
                  an exhibit to the Company's Annual Report on Form 10-K for
                  the fiscal year ended December 31, 1991).

       10.15      Note, dated March 25, 1992, given by the Company to Valassis
                  Enterprises, L.P., in the original principal sum of
                  $3,000,000.00 (previously filed as an exhibit to the
                  Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1991).

       10.16      Second Mortgage and Security Agreement, dated as of March 25, 1992, given by the
                  Company to The Major Group, Inc. and Valassis Enterprises, L.P. (previously filed
                  as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1991).

       10.17      Hazardous Materials Indemnification Agreement, dated as of
                  March 25, 1992, between the Company and Valassis Enterprises,
                  L.P. (previously filed as an exhibit to the Company's Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1991).

       10.18*     Employee Lease Agreement executed as of the 26th day of
                  March, 1992, between the Company, Heritage Network
                  Incorporated and David L. Treadwell (previously filed as an
                  exhibit to the Company's Quarterly Report on Form 10-Q for
                  the quarter ended March 31, 1992).

       10.19      Nonrecourse Purchase Money Mortgage by Chavez
                  Properties-Garrison Channel, Limited Partnership, a Georgia
                  limited partnership, in favor of Major Center, A Joint
                  Venture, dated April 26, 1993 (previously filed as an exhibit
                  to the Company's Annual Report on Form 10-KSB for the fiscal
                  year ended December 31, 1993).

       10.20      Nonrecourse Purchase Money Promissory Note for $2,750,000
                  from Chavez Properties-Garrison Channel, Limited Partnership,
                  a Georgia limited partnership, in favor of Major Center, A
                  Joint Venture, dated April 26, 1993 (previously filed as an
                  exhibit to the Company's Annual Report on Form 10-KSB for the
                  fiscal year ended December 31, 1993).

       10.21      Amendment to Mortgage Deed and Security Agreement, dated
                  January 31, 1994, granted by the Company in favor of PNC
                  Bank, Kentucky, Inc., formerly Citizens Fidelity Bank and
                  Trust Company, Louisville, Kentucky (previously filed as an
                  exhibit to the Company's Annual Report on Form 10-KSB for the
                  fiscal year ended December 31, 1993).

       10.22      Second Amendment to Mortgage Note, dated January 31, 1994, by the Company and
                  PNC Bank, Kentucky, Inc., formerly Citizens Fidelity Bank and Trust Company,
</TABLE>


                                      -29-

<PAGE>   30



<TABLE>
       <S>        <C>                                                                     
                  Louisville, Kentucky (previously filed as an exhibit to the
                  Company's Annual Report on Form 10-KSB for the fiscal year
                  ended December 31, 1993).

       10.23      Third Amendment to Loan Agreement, dated as of January 31,
                  1994, by the Company and PNC Bank, Kentucky, Inc., formerly
                  Citizens Fidelity Bank and Trust Company, Louisville,
                  Kentucky (previously filed as an exhibit to the Company's
                  Amendment No. 1 to Annual Report on Form 10-KSB for the
                  fiscal year ended December 31, 1993).

       10.24*     Consultant Services Agreement, effective April 1, 1994,
                  between the Company and Development Consultants, Inc. of
                  Orlando (previously filed as an exhibit to the Company's
                  Annual Report on Form 10-KSB for the fiscal year ended
                  December 31, 1994).

       10.25*     Amendment No. 1 to Employee Lease Agreement, as of the first 
                  day of April, 1994, between the Company and David L. Treadwell 
                  (previously filed as an exhibit to the Company's Annual Report 
                  on Form 10-KSB for the fiscal year ended December 31, 1994).

       10.26*     Amendment No. 2 to Employee Lease Agreement, as of January 1,
                  1995, between the Company and David L. Treadwell (previously
                  filed as an exhibit to the Company's Annual Report on Form
                  10-KSB for the fiscal year ended December 31, 1994).

       10.27      Amendment to Citizens Agreement, dated as of the first day of
                  February, 1995, among Valassis Enterprises, L.P., Acceptance
                  Insurance Companies Inc., the Company and PNC Bank, Kentucky,
                  Inc., formerly known as Citizens Fidelity Bank and Trust
                  Company (previously filed as an exhibit to the Company's
                  Annual Report on Form 10-KSB for the fiscal year ended
                  December 31, 1994).

       10.28      Mortgage Modification and Future Advance Agreement, dated
                  February 1, 1995, between Acceptance Insurance Companies Inc.
                  and the Company (previously filed as an exhibit to the
                  Company's Annual Report on Form 10-KSB for the fiscal year
                  ended December 31, 1994).

       10.29      Assignment of Mortgage and Other Security Documents, dated
                  January 25, 1995, from Valassis Enterprises, L.P. to
                  Acceptance Insurance Companies Inc. (previously filed as an
                  exhibit to the Company's Annual Report on Form 10-KSB for the
                  fiscal year ended December 31, 1994).

       10.30      Renewal and Consolidation Promissory Note, dated February 1,
                  1995, made by the Company in favor of Acceptance Insurance
                  Companies Inc. in the original principal
</TABLE>



                                      -30-

<PAGE>   31



                  sum of $1,600,000.00 (previously filed as an exhibit to the
                  Company's Annual Report on Form 10-KSB for the fiscal year
                  ended December 31, 1994).

<TABLE>
       <S>        <C>
       10.31      Third Amendment to Mortgage Note, dated January 31, 1995, by
                  the Company and PNC Bank, Kentucky, Inc., formerly Citizens
                  Fidelity Bank and Trust Company, Louisville, Kentucky
                  (previously filed as an exhibit to the Company's Annual
                  Report on Form 10-KSB for the fiscal year ended December 31,
                  1994).

       10.32      Fourth Amendment to Loan Agreement, dated as of January 31,
                  1995, by the Company and PNC Bank, Kentucky, Inc., formerly
                  Citizens Fidelity Bank and Trust Company, Louisville,
                  Kentucky (previously filed as an exhibit to the Company's
                  Annual Report on Form 10-KSB for the fiscal year ended
                  December 31, 1994).

       10.33      Amendment to Mortgage Deed and Security Agreement, dated
                  January 31, 1995, granted by the Company in favor of PNC
                  Bank, Kentucky, Inc., formerly Citizens Fidelity Bank and
                  Trust Company, Louisville, Kentucky (previously filed as an
                  exhibit to the Company's Annual Report on Form 10-KSB for the
                  fiscal year ended December 31, 1994).

       10.34      Purchase Money Mortgage and Promissory Note for $1,310,000
                  from Bara Vineland, Inc., a Florida corporation, in favor of
                  Major Realty Corporation, dated May 5, 1995 (previously filed
                  as an exhibit to the Company's Quarterly Report on Form
                  10-QSB for the quarter ended June 30, 1995).

       10.35      Collateral Assignment of Nonrecourse Purchase Money
                  Promissory Note and Mortgage for $1,310,000 from Bara
                  Vineland, Inc., a Florida corporation, in favor of Major
                  Realty Corporation, dated May 5, 1995, to PNC Bank, Kentucky,
                  Inc. (previously filed as an exhibit to the Company's
                  Quarterly Report on Form 10-QSB for the quarter ended June
                  30, 1995).

       10.36      Fifth Amendment to Loan Agreement, dated as of September 1,
                  1995, by the Company and PNC Bank, Kentucky, Inc., formerly
                  Citizens Fidelity Bank and Trust Company, Louisville,
                  Kentucky (previously filed as an exhibit to the Company's
                  Quarterly Report on Form 10-QSB for the quarter ended
                  September 30, 1995).

       10.37      Purchase Money Mortgage and Promissory Note for $3,580,000
                  from Cracker Barrel Old Country Store, Inc., a Kentucky
                  corporation, in favor of Major Realty Corporation, dated
                  September 1, 1995 (previously filed as an exhibit to the
                  Company's Quarterly Report on Form 10-QSB for the quarter
                  ended September 30, 1995).

       10.38      Restated and Consolidated Promissory Note, dated October 18,
                  1995, made by the Company in favor of Acceptance Insurance
                  Companies Inc. in the original principal
</TABLE>


                                      -31-

<PAGE>   32

<TABLE>
       <S>        <C>
                  sum of $5,064,144 (previously filed as an exhibit to the
                  Company's Quarterly Report on Form 10-QSB for the quarter
                  ended September 30, 1995).

       10.39      Sixth Amendment to Loan Agreement, dated as of October 18,
                  1995, by the Company and Acceptance Insurance Companies Inc.
                  (previously filed as an exhibit to the Company's Quarterly
                  Report on Form 10-QSB for the quarter ended September 30,
                  1995).

       10.40      Mortgage and Note Modification Agreement, dated as of October
                  18, 1995, by the Company and Acceptance Insurance Companies
                  Inc. (previously filed as an exhibit to the Company's
                  Quarterly Report on Form 10-QSB for the quarter ended
                  September 30, 1995).

       10.41      Indemnity Agreement, dated as of April 1, 1994, between the
                  Company and Development Consultants of Orlando, Inc.
                  (previously filed as Exhibit 10.61 to the Company's Annual
                  Report on Form 10-KSB for the fiscal year ended December 31,
                  1995).

       10.42*     Amendment No. 1 to Consultant Services Agreement, dated as of
                  April 1, 1995, between the Company and Development
                  Consultants of Orlando, Inc. (previously filed as Exhibit
                  10.62 to the Company's Annual Report on Form 10-KSB for the
                  fiscal year ended December 31, 1995).

       10.43*     Amendment No. 3 to Employee Lease Agreement, dated April 1,
                  1995, between the Company, Heritage Network Incorporated and
                  David L. Treadwell (previously filed as Exhibit 10.63 to the
                  Company's Annual Report on Form 10-KSB for the fiscal year
                  ended December 31, 1995).

       10.44*     Amendment No. 4 to Employee Lease Agreement, dated as of
                  April 1, 1996, between the Company, Heritage Network
                  Incorporated and David L. Treadwell (previously filed as
                  Exhibit 10.64 to the Company's Annual Report on Form 10-KSB
                  for the fiscal year ended December 31, 1995).

       10.45*     Amendment No. 2 to Consultant Services Agreement, dated March
                  20, 1997, between the Company and Development Consultants of
                  Orlando, Inc. (previously filed as Exhibit 10.45 to the 
                  Company's Annual Report on Form 10-KSB for the fiscal year
                  ended December 31, 1996).  
                                
       10.46*     Amendment No. 5 to Employee Lease Agreement, dated as of March
                  20, 1997, between the Company, Heritage Network Incorporated
                  and David L. Treadwell.

       10.47      Mortgage Modification Agreement, dated as of April 1, 1997, 
                  by the Company and Acceptance Insurance Companies Inc.

       10.48      Restated and Consolidated Promissory Note, dated as of April
                  1, 1997, made by the Company in favor of Acceptance 
                  Insurance Companies Inc. in the original principal sum of 
                  $5,450,728.32.

       10.49      Line of Credit Promissory Note, dated as of April 1, 1997, 
                  made by the Company in favor of Acceptance Insurance 
                  Companies Inc. in the original principal sum of $500,000.

       22         Subsidiaries of the Company  (previously filed as Exhibit 
                  22 to the Company's Annual Report on Form 10-KSB for the 
                  fiscal year ended December 31, 1996).  

       27         Financial Data Schedule (for SEC use only) (previously filed
                  as Exhibit 27 to the Company's Annual Report on Form 
                  10-KSB for the fiscal year ended December 31, 1996).  
         ------------------------------------
         *  Management contract or compensatory plan or arrangement.
</TABLE>



                                      -32-

<PAGE>   33




(B)      REPORTS ON FORM 8-K

         None.


                                      -33-

<PAGE>   34


                                   SIGNATURES


         In accordance with Section 13 or 15(d) of the Exchange Act, the
Company caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized on this 31 day of March, 1997.

                            MAJOR REALTY CORPORATION


                            By:/s/ David L. Treadwell
                               ---------------------------------
                               David L. Treadwell, Chairman
                               and Chief Executive Officer


         In accordance with the requirements of the Exchange Act, this Report
has been signed below by the following persons on behalf of the Company and in
the capacities and on the dates indicated.


<TABLE>
<CAPTION>
                   Signature                                      Title                                 Date
                   ---------                                      -----                                 ----
<S>                                               <C>                                                   <C> 
/s/ David L. Treadwell                            Chairman of the Board of Directors,                   March 31, 1997
-------------------------                         Chief Executive Officer, Principal  
David L. Treadwell                                Financial Officer, Principal        
                                                  Accounting Officer                  
                                                  

/s/ Jay A. Bielfield                              Director                                              March 31, 1997
-------------------------
Jay A. Bielfield


/s/ Kenneth C. Coon                               Director                                              March 31, 1997
-------------------------
Kenneth C. Coon


/s/ Michael R. McCarthy                           Director                                              March 31, 1997
-------------------------
Michael R. McCarthy
</TABLE>



                                      -34-

<PAGE>   35

                                   SIGNATURES


         In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized on this 11th day of April, 1997.

                                           MAJOR REALTY CORPORATION


                                           By:/s/ David L. Treadwell
                                              ----------------------------------
                                              DAVID L. TREADWELL, Chairman
                                              Chief Executive Officer





                                     -35-
<PAGE>   36



                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
    Exhibit                                                                             Sequentially
    Number                      Exhibit Description                                     Numbered Page
    ------                      -------------------                                     -------------
         <S>      <C>                                                                   <C>
         3.1      Certificate of Incorporation of the Company, as
                  amended (previously filed as an exhibit to the
                  Company's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1987 and as Exhibit 3.1 to
                  the Company's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1987).

         3.2      Bylaws of the Company, as amended (previously filed
                  as an exhibit to the Company's Annual Report on Form
                  10-K for the fiscal year ended December 31, 1990).

         4        Other instruments, notes or extracts from agreements
                  defining the rights of holders of long-term debt of
                  the Company or its subsidiaries have not been filed
                  because (i) in each case the total amount of
                  long-term debt permitted thereunder does not exceed
                  10% of the Company's consolidated assets, and (ii)
                  the Company hereby agrees that it will furnish such
                  instruments, notes and extracts to the Securities
                  and Exchange Commission upon its request.

         10.1     Form of Indemnity Agreement between the Company and
                  its directors and certain officers, as utilized
                  since December 12, 1988, (previously filed as an
                  exhibit to the Company's Annual Report on Form 10-K
                  for the year ended December 31, 1988).
</TABLE>



                                      -36-

<PAGE>   37



<TABLE>

                  <S>      <C>                                                
                  10.2*    Salary Continuation Agreement dated November 19,
                           1986, between the Company and Alvin L. Lawing, Jr.
                           (previously filed as an exhibit to the Company's
                           Annual Report on Form 10-K for the fiscal year ended
                           December 31, 1987).

                  10.3     Agreements dated July 8, 1982, between the Company
                           and Oxford Development Enterprises, Inc., as amended
                           (previously filed as an exhibit to Registration
                           Statement Number 2-84680).

                  10.4     Agreement dated June 16, 1978, between the Company,
                           American Television and Communications Corporation
                           and others (previously filed as an exhibit to
                           Registration Statement Number 2-84680).

                  10.5*    1990 Stock Option Plan (previously filed as an
                           exhibit to the Company's Proxy Statement dated
                           November 6, 1990, relating to the Annual Meeting
                           held on November 30, 1990).

                  10.6     Assumption and Indemnification Agreement dated April
                           30, 1990, by and between the Company, MPJV
                           Corporation, a Florida corporation for the benefit
                           of The Prudential Insurance Company of America, a
                           New Jersey corporation (previously filed as an
                           exhibit to the Company's Current Report on Form 8-K
                           dated April 30, 1990).
</TABLE>



                                      -37-

<PAGE>   38





<TABLE>
                  <S>      <C>
                  10.7     Loan Agreement dated as of October 11, 1989, between
                           the Company and Citizens Fidelity Bank and Trust
                           Company (now known as PNC Bank, Kentucky, Inc.),
                           Louisville, Kentucky (previously filed as an exhibit
                           to the Company's Annual Report on Form 10-K for the
                           year ended December 31, 1989).

                  10.8     Indemnification Agreement dated April 30, 1990, by
                           and between Major Center, a Joint Venture, a Florida
                           general partnership, MPJV Corporation, a Florida
                           corporation, and The Prudential Insurance Company of
                           America, a New Jersey corporation (previously filed
                           as an exhibit to the Company's Current Report on
                           Form 8-K dated April 30, 1990).

                  10.9     Mortgage Deed and Security Agreement granted October
                           11, 1989, by the Company in favor of Citizens
                           Fidelity Bank and Trust Company, Louisville,
                           Kentucky (previously filed as an exhibit to the
                           Company's Annual Report on Form 10-K for the year
                           ended December 31, 1989).

                  10.10    Security Agreement dated November 30, 1990, granted
                           by the Company in favor of Citizens Fidelity Bank
                           and Trust Company, Louisville, Kentucky (previously
                           filed as an exhibit to the Company's Annual Report
                           on Form 10-K for the fiscal year ended December 31,
                           1990).

                  10.11    Amendment to Loan Agreement, dated as of November
                           30, 1990, between the Company and Citizens Fidelity
                           Bank and Trust Company, Louisville, Kentucky
                           (previously filed as an exhibit to the Company's
                           Annual Report on Form 10-K for the fiscal year ended
                           December 31, 1990).

                  10.12    Second Amendment to Loan Agreement, dated as of
                           August 29, 1991, between the Company and Citizens
                           Fidelity Bank and Trust Company, Louisville,
                           Kentucky (previously filed as an exhibit to the
                           Company's Annual Report on Form 10-K for the fiscal
                           year ended December 31, 1991).

                  10.13    Amendment to Mortgage Deed and Security Agreement,
                           dated August 29, 1991, granted by the Company in
                           favor of Citizens Fidelity Bank and Trust Company,
                           Louisville, Kentucky (previously filed as an exhibit
                           to the Company's Annual Report on Form 10-K for the
                           fiscal year ended December 31, 1991).
</TABLE>



                                      -38-

<PAGE>   39



<TABLE>
                  <S>      <C>                         
                  10.14    Loan Agreement, dated as of March 25, 1992, between
                           the Company and Valassis Enterprises, L.P.
                           (previously filed as an exhibit to the Company's
                           Annual Report on Form 10-K for the fiscal year ended
                           December 31, 1991).

                  10.15    Note, dated March 25, 1992, given by the Company to
                           Valassis Enterprises, L.P., in the original
                           principal sum of $3,000,000.00 (previously filed as
                           an exhibit to the Company's Annual Report on Form
                           10-K for the fiscal year ended December 31, 1991).

                  10.16    Second Mortgage and Security Agreement, dated as of
                           March 25, 1992, given by the Company to The Major
                           Group, Inc. and Valassis Enterprises, L.P.
                           (previously filed as an exhibit to the Company's
                           Annual Report on Form 10-K for the fiscal year ended
                           December 31, 1991).

                  10.17    Hazardous Materials Indemnification Agreement, dated
                           as of March 25, 1992, between the Company and
                           Valassis Enterprises, L.P. (previously filed as an
                           exhibit to the Company's Annual Report on Form 10-K
                           for the fiscal year ended December 31, 1991).

               
</TABLE>



                                      -39-

<PAGE>   40





<TABLE>
                  <S>      <C>                                                 
                  10.18*   Employee Lease Agreement executed as of the 26th day
                           of March, 1992, between the Company, Heritage
                           Network Incorporated and David L. Treadwell
                           (previously filed as an exhibit to the Company's
                           Quarterly Report on Form 10-Q for the quarter ended
                           March 31, 1992).

                  10.19    Nonrecourse Purchase Money Mortgage by Chavez
                           Properties- Garrison Channel, Limited Partnership, a
                           Georgia limited partnership, in favor of Major
                           Center, A Joint Venture, dated April 26, 1993
                           (previously filed as an exhibit to the Company's
                           Annual Report on Form 10-KSB for the fiscal year
                           ended December 31, 1993).

                  10.20    Nonrecourse Purchase Money Promissory Note for
                           $2,750,000 from Chavez Properties-Garrison Channel,
                           Limited Partnership, a Georgia limited partnership,
                           in favor of Major Center, A Joint Venture, dated
                           April 26, 1993 (previously filed as an exhibit to
                           the Company's Annual Report on Form 10-KSB for the
                           fiscal year ended December 31, 1993).

                  10.21    Amendment to Mortgage Deed and Security Agreement,
                           dated January 31, 1994, granted by the Company in
                           favor of PNC Bank, Kentucky, Inc., formerly Citizens
                           Fidelity Bank and Trust Company, Louisville,
                           Kentucky (previously filed as an exhibit to the
                           Company's Annual Report on Form 10-KSB for the
                           fiscal year ended December 31, 1993)

                  10.22    Second Amendment to Mortgage Note, dated January 31,
                           1994, by the Company and PNC Bank, Kentucky, Inc.,
                           formerly Citizens Fidelity Bank and Trust Company,
                           Louisville, Kentucky (previously filed as an exhibit
                           to the Company's Annual Report on Form 10-KSB for
                           the fiscal year ended December 31, 1993).
</TABLE>



                                      -40-

<PAGE>   41





<TABLE>
                  <S>      <C>
                  10.23    Third Amendment to Loan Agreement, dated as of
                           January 31, 1994, by the Company and PNC Bank,
                           Kentucky, Inc., formerly Citizens Fidelity Bank and
                           Trust Company, Louisville, Kentucky (previously
                           filed as an exhibit to the Company's Amendment No. 1
                           to Annual Report on Form 10-KSB for the fiscal year
                           ended December 31, 1993).

                  10.24*   Consultant Services Agreement, effective April 1,
                           1994, between the Company and Development
                           Consultants, Inc. of Orlando (previously filed as an
                           exhibit to the Company's Annual Report on Form
                           10-KSB for the fiscal year ended December 31, 1994).

                  10.25*   Amendment No. 1 to Employee Lease Agreement, as of
                           the first day of April, 1994, between the Company
                           and David L. Treadwell (previously filed as an
                           exhibit to the Company's Annual Report on Form
                           10-KSB for the fiscal year ended December 31, 1994).

                  10.26*   Amendment No. 2 to Employee Lease Agreement, as of
                           January 1, 1995, between the Company and David L.
                           Treadwell (previously filed as an exhibit to the
                           Company's Annual Report on Form 10-KSB for the
                           fiscal year ended December 31, 1994).

                  10.27    Amendment to Citizens Agreement, dated as of the
                           first day of February, 1995, among Valassis
                           Enterprises, L.P., Acceptance Insurance Companies
                           Inc., the Company and PNC Bank, Kentucky, Inc.,
                           formerly known as Citizens Fidelity Bank and Trust
                           Company (previously filed as an exhibit to the
                           Company's Annual Report on Form 10-KSB for the
                           fiscal year ended December 31, 1994).

                  10.28    Mortgage Modification and Future Advance Agreement,
                           dated February 1, 1995, between Acceptance Insurance
                           Companies Inc. and the Company (previously filed as
                           an exhibit to the Company's Annual Report on Form
                           10-KSB for the fiscal year ended December 31, 1994).
</TABLE>



                                      -41-

<PAGE>   42





<TABLE>
                  <S>      <C>
                  10.29    Assignment of Mortgage and Other Security Documents,
                           dated January 25, 1995, from Valassis Enterprises,
                           L.P. to Acceptance Insurance Companies Inc.
                           (previously filed as an exhibit to the Company's
                           Annual Report on Form 10-KSB for the fiscal year
                           ended December 31, 1994).

                  10.30    Renewal and Consolidation Promissory Note, dated
                           February 1, 1995, made by the Company in favor of
                           Acceptance Insurance Companies Inc. in the original
                           principal sum of $1,600,000.00 (previously filed as
                           an exhibit to the Company's Annual Report on Form
                           10-KSB for the fiscal year ended December 31, 1994).

                  10.31    Third Amendment to Mortgage Note, dated January 31,
                           1995, by the Company and PNC Bank, Kentucky, Inc.,
                           formerly Citizens Fidelity Bank and Trust Company,
                           Louisville, Kentucky (previously filed as an exhibit
                           to the Company's Annual Report on Form 10-KSB for
                           the fiscal year ended December 31, 1994).

                  10.32    Fourth Amendment to Loan Agreement, dated as of
                           January 31, 1995, by the Company and PNC Bank,
                           Kentucky, Inc., formerly Citizens Fidelity Bank and
                           Trust Company, Louisville, Kentucky (previously
                           filed as an exhibit to the Company's Annual Report
                           on Form 10-KSB for the fiscal year ended December
                           31, 1994).

                  10.33    Amendment to Mortgage Deed and Security Agreement,
                           dated January 31, 1995, granted by the Company in
                           favor of PNC Bank, Kentucky, Inc., formerly Citizens
                           Fidelity Bank and Trust Company, Louisville,
                           Kentucky (previously filed as an exhibit to the
                           Company's Annual Report on Form 10-KSB for the
                           fiscal year ended December 31, 1994).

                  10.34    Purchase Money Mortgage and Promissory Note for
                           $1,310,000 from Bara Vineland, Inc., a Florida
                           corporation, in favor of Major Realty Corporation,
                           dated May 5, 1995 (previously filed as an exhibit to
                           the Company's Quarterly Report on Form 10-QSB for
                           the quarter ended June 30, 1995).

                  10.35    Collateral Assignment of Nonrecourse Purchase Money
                           Promissory Note and Mortgage for $1,310,000 from
                           Bara Vineland, Inc., a Florida corporation, in favor
                           of Major Realty Corporation, dated May 5, 1995, to
                           PNC Bank, Kentucky, Inc. (previously filed as an
                           exhibit to the Company's Quarterly Report on Form
                           10-QSB for the quarter ended June 30, 1995).
</TABLE>



                                      -42-

<PAGE>   43





<TABLE>
                  <S>      <C>
                  10.36    Fifth Amendment to Loan Agreement, dated as of
                           September 1, 1995, by the Company and PNC Bank,
                           Kentucky, Inc., formerly Citizens Fidelity Bank and
                           Trust Company, Louisville, Kentucky (previously
                           filed as an exhibit to the Company's Quarterly
                           Report on Form 10-QSB for the quarter ended
                           September 30, 1995).

                  10.37    Purchase Money Mortgage and Promissory Note for
                           $3,580,000 from Cracker Barrel Old Country Store,
                           Inc., a Kentucky corporation, in favor of Major
                           Realty Corporation, dated September 1, 1995
                           (previously filed as an exhibit to the Company's
                           Quarterly Report on Form 10-QSB for the quarter
                           ended September 30, 1995).

                  10.38    Restated and Consolidated Promissory Note, dated
                           October 18, 1995, made by the Company in favor of
                           Acceptance Insurance Companies Inc. in the original
                           principal sum of $5,064,144 (previously filed as an
                           exhibit to the Company's Quarterly Report on Form
                           10-QSB for the quarter ended September 30, 1995).

                  10.39    Sixth Amendment to Loan Agreement, dated as of
                           October 18, 1995, by the Company and Acceptance
                           Insurance Companies Inc. (previously filed as an
                           exhibit to the Company's Quarterly Report on Form
                           10-QSB for the quarter ended September 30, 1995).

                  10.40    Mortgage and Note Modification Agreement, dated as
                           of October 18, 1995, by the Company and Acceptance
                           Insurance Companies Inc. (previously filed as an
                           exhibit to the Company's Quarterly Report on Form
                           10-QSB for the quarter ended September 30, 1995).

                  10.41    Indemnity Agreement, dated as of April 1, 1994,
                           between the Company and Development Consultants of
                           Orlando, Inc. (previously filed as Exhibit 10.61 to
                           the Company's Annual Report on Form 10-KSB for the
                           fiscal year ended December 31, 1995).

                  10.42*   Amendment No. 1 to Consultant Services Agreement,
                           dated as of April 1, 1995, between the Company and
                           Development Consultants of Orlando, Inc. (previously
                           filed as Exhibit 10.62 to the Company's Annual
                           Report on Form 10-KSB for the fiscal year ended
                           December 31, 1995).

                  10.43*   Amendment No. 3 to Employee Lease Agreement, dated
                           April 1, 1995, between the Company, Heritage Network
                           Incorporated and David L. Treadwell (previously
                           filed as Exhibit 10.63 to the Company's Annual
                           Report on Form 10-KSB for the fiscal year ended
                           December 31, 1995).
</TABLE>



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<PAGE>   44
<TABLE>
                  <S>      <C>
                  10.44*   Amendment No. 4 to Employee Lease Agreement, dated
                           as of April 1, 1996, between the Company, Heritage
                           Network Incorporated and David L. Treadwell
                           (previously filed as Exhibit 10.64 to the Company's
                           Annual Report on Form 10-KSB for the fiscal year
                           ended December 31, 1995).

                  10.45*   Amendment No. 2 to Consultant Services Agreement, 
                           dated March 20, 1997, between the Company and 
                           Development Consultants of Orlando, Inc. 
                           (previously filed as Exhibit 10.45 to the Company's
                           Annual Report on Form 10-KSB for the fiscal year 
                           ended December 31, 1996). 


                  10.46*   Amendment No. 5 to Employee Lease Agreement, dated 
                           as of March 20, 1997, between the Company, Heritage
                           Network Incorporated and David L. Treadwell.

                  10.47    Mortgage Modification Agreement, dated as of April 
                           1, 1997, by the Company and Acceptance Insurance 
                           Companies Inc.

                  10.48    Restated and Consolidated Promissory Note, dated as
                           of April 1, 1997, made by the Company in favor of 
                           Acceptance Insurance Companies Inc. in the original
                           principal sum of $5,450,728.32.

                  10.49    Line of Credit Promissory Note, dated as of April 1,
                           1997, made by the Company in favor of Acceptance 
                           Insurance Companies Inc. in the original principal 
                           sum of $500,000.

                  22       Subsidiaries of the Company (previously filed
                           as Exhibit 22 to the Company's Annual Report on 
                           Form 10-KSB for the fiscal year ended December 31, 
                           1996). 


                  27       Financial Data Schedule (for SEC use only)  
                           (previously filed as Exhibit 27 to the Company's
                           Annual Report on Form 10-KSB for the fiscal year 
                           ended December 31, 1996). 
</TABLE>
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     *  Management contract or compensatory plan or arrangement.




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