<PAGE>   1


================================================================================


                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                                 FORM 10-QSB


                 QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934



For the Quarter Ended March 31, 1997                  Commission File No. 0-1748



                          MAJOR REALTY CORPORATION
      -----------------------------------------------------------------
      (Exact name of small business issuer as specified in its charter)



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


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


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



Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.     
YES   X   NO 
    -----    -----

At May 1, 1997, 6,893,378 shares of common stock of the issuer were outstanding.

Transitional Small Business Disclosure Format (Check One):  Yes       No   X
                                                                -----    -----
================================================================================
<PAGE>   2




                                    INDEX


<TABLE>
<CAPTION>
                                                                                               Page No.
                                                                                               --------
<S>                                                                                               <C>

PART I - FINANCIAL INFORMATION

   Item 1 -  Financial Statements

             Consolidated Balance Sheets at March 31, 1997 and
                December 31, 1996   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      1

             Consolidated Statements of Income for the
                Three Months Ended March 31, 1997 and 1996  . . . . . . . . . . . . . . . . .      2

             Consolidated Statements of Cash Flows for the
                Three Months Ended March 31, 1997 and 1996  . . . . . . . . . . . . . . . . .      3

             Notes to Consolidated Financial Statements   . . . . . . . . . . . . . . . . . .      4

   Item 2 -  Management's Discussion and Analysis of Financial
             Condition and Results of Operations    . . . . . . . . . . . . . . . . . . . . .      8



PART II - OTHER INFORMATION


   Item 1. - Legal Proceedings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     11

   Item 2. - Changes in Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     11

   Item 3. - Defaults upon Senior Securities  . . . . . . . . . . . . . . . . . . . . . . . .     11

   Item 4. - Submission of Matters to a Vote of Security Holders  . . . . . . . . . . . . . .     11

   Item 5. - Other  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     11

   Item 6. - Exhibits and Reports on Form 8-K   . . . . . . . . . . . . . . . . . . . . . . .     11


SIGNATURES        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     18
    
</TABLE>
<PAGE>   3

                        PART I - FINANCIAL INFORMATION

                  MAJOR REALTY CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                     March 31, 1997 and December 31, 1996

                                (in thousands)

<TABLE>
<CAPTION>
                                                                                 March 31,            December 31,
                                                                                   1997                    1996     
                                                                               -----------             ----------
                            ASSETS                                             (unaudited)              (audited)

<S>                                                                             <C>                    <C>
Cash and cash equivalents                                                       $      245             $      320
Mortgage note receivable                                                             2,750                  2,750
Land held for sale or development                                                    4,972                  4,970
Land under lease                                                                       171                    171
Other assets                                                                           978                    915
                                                                                ----------             ----------
                                                                                $    9,116             $    9,126
                                                                                ==========             ==========


                                               LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable - trade                                                        $       45             $       58
Accrued expenses                                                                       993                    790
Convertible mortgage note payable due to related party                               5,064                  5,064
Deferred income taxes                                                                   26                     26
                                                                                ----------             ----------
                                                                                     6,128                  5,938
                                                                                ----------             ----------



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                                                                 (4,903)               ( 4,703)
                                                                                ----------             ---------- 

  Total stockholders' equity                                                         2,988                  3,188
                                                                                ----------             ----------

                  TOTAL                                                         $    9,116             $    9,126
                                                                                ==========             ==========

</TABLE>

See Notes to Consolidated Financial Statements.
<PAGE>   4

                  MAJOR REALTY CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF INCOME
              For the three months ended March 31, 1997 and 1996
                                 (unaudited)

                    (in thousands; except per share data)


<TABLE>
<CAPTION>
                                                                                    1997                    1996    
                                                                                  --------               --------

<S>                                                                               <C>                    <C>
Revenues:
   Sales of real estate                                                           $      -               $      -
   Lease income                                                                         33                     33
   Interest and other income                                                            75                     72
                                                                                  --------               --------

      Total revenues                                                                   108                    105
                                                                                  --------               --------

Costs and Expenses:
   Cost of real estate sold:
      Improved and unimproved land                                                       -                      -
      Commissions & other expenses                                                       -                      -
   Selling, general and administrative                                                 179                    177
   Interest cost                                                                       129                    136
                                                                                  --------               --------

      Total costs and expenses                                                         308                    313
                                                                                  --------               --------




Income before provision for income taxes                                              (200)                  (208)
Provision for income taxes                                                               -                      -
                                                                                  --------               --------

   Net income                                                                     $   (200)              $   (208)
                                                                                  ========               ======== 

Net income per common share                                                       $   (.03)              $   (.03)
                                                                                  ========               ========= 

Average number of
   common and common
   equivalent shares outstanding                                                     6,893                   6,893
                                                                                  ========               =========


</TABLE>



See Notes to Consolidated Financial Statements.





                                      2
<PAGE>   5

                  MAJOR REALTY CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the three months ended March 31, 1997 and 1996
                                 (unaudited)

                                (in thousands)

<TABLE>
<CAPTION>
                                                                                     1997                   1996   
                                                                                     ----                   ----   
<S>                                                                                  <C>                   <C>

Cash flows from operating activities:
Net income (loss)                                                                    $(200)                $ (208)
                                                                                     -----                 ------ 
   Adjustments to reconcile net income (loss) to net
      cash used for operating activities:
      Depreciation and amortization                                                      1                      6
      Increase in other assets and other receivables                                   (65)                   (62)
      Increase in income taxes receivable                                                -                     (7)
      Decrease in income taxes payable                                                   -                    (78)
      Increase (decrease) in accounts payable
          and accrued liabilities                                                      190                   (255)
                                                                                     -----                 ------ 
          Total adjustments                                                            126                   (396)
                                                                                     -----                 ------ 
          Net cash used for operating activities                                       (74)                  (604)
                                                                                     -----                 ------ 

Cash flows from investing activities:
   Additions to land held for sale or development                                       (1)                    (3)
                                                                                     -----                 ------ 

          Net cash (used for) provided by
          investing activities                                                          (1)                    (3)
                                                                                     -----                 ------ 

Cash flows from financing activities:
   Proceeds from mortgage notes payable                                                  -                      -
Principal payments of mortgage
      notes payable                                                                      -                      -
   Increase in restricted cash                                                           -                      -
                                                                                     -----                 ------
      Net cash used for
           financing activities                                                          -                      -
                                                                                     -----                 ------

Net decrease in cash and cash equivalents                                              (75)                  (607)
Cash and cash equivalents at beginning
   of period                                                                           320                  1,006
                                                                                     -----                 ------
Cash and cash equivalents at end of period                                           $ 245                 $  399
                                                                                     =====                 ======

See Note 3 for non-cash activities.
See Notes to Consolidated Financial Statements

</TABLE>




                                      3
<PAGE>   6

                  MAJOR REALTY CORPORATION AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 (unaudited)



Note 1 - Consolidated Financial Statements

         The interim consolidated financial statements for Major Realty
Corporation and its subsidiaries (the "Company") are unaudited and should be
read in conjunction with the financial statements and notes thereto contained
in the Company's Form 10-KSB Annual Report for the year ended December 31,
1996.

         In the opinion of management, all adjustments (which include only
normal recurring adjustments except as otherwise disclosed) necessary to
present fairly the financial position, results of operations and cash flows for
the interim periods reported herein have been made.  Interim financial
statements are not necessarily indicative of the results which may be reported
for the year ended December 31, 1997.


Note 2 - Per Share Data

         Per share data is computed by dividing net income (loss) by the
weighted average number of shares of common stock and common stock equivalents
outstanding during each period.  Common stock equivalents include shares
issuable on the exercise of stock options net of shares assumed to have been
purchased from the proceeds.  For the three months ended March 31, 1997 and
1996, common stock equivalents have been excluded from the computation since
their effect would be antidilutive.


Note 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.


                                  (continued)


                                      4
<PAGE>   7


                  MAJOR REALTY CORPORATION AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 (unaudited)



Note 3 - Land Held for Sale or Development (continued)

         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.


Note 4 - Related Party Transactions

         During February 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. 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 due in connection with the Company's indebtedness to PNC Bank,
Kentucky, Inc. (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)

                                      5
<PAGE>   8

                  MAJOR REALTY CORPORATION AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 (unaudited)


Note 4 - Related Party Transactions (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 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.



                                 (Continued)

                                      6
<PAGE>   9

                  MAJOR REALTY CORPORATION AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 (unaudited)


Note 4 - Related Party Transactions (Continued)

         On April 23, 1997, the Company borrowed $300,000 on the line of credit
to pay 1996 real estate taxes due in the amount of $261,000 and to provide
working capital.

         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.
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.

         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 termination of the Agreement.

         The renewal extended the term of the Agreement until March 31, 1997,
and an 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.  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.






                                      7
<PAGE>   10

Item 2. -        Management's Discussion and Analysis of
                 Financial Condition and Results of Operations

RESULTS OF OPERATIONS

         NET INCOME

         The Company recorded a net loss of $200,000, or ($.03) per share for
the three months ended March 31, 1997, as compared to a net loss of $208,000,
or ($.03) per share for the same three month period in 1996.  The 1997 and 1996
net losses were due to the fact the Company had no land sales during these
periods.

         REVENUES

         Substantially all of the Company's revenues for the three months ended
March 31, 1997, were generated by a ground lease and interest on a mortgage
note receivable.

         COSTS AND EXPENSES

         For the three months ended March 31, 1997, selling, general and
administrative costs were $179,000, as compared to $177,000 during the
comparable period of the prior year reflecting similar levels of activity and
landholding costs.

         Interest costs for the three months ended March 31, 1997 and March 31,
1996 were $129,000 and $136,000, respectively.  The decrease is due to a
decrease in the interest rate on the Company's mortgage note payable.

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.

         On December 31, 1996, the Company was indebted to Acceptance pursuant
to a loan restructure arrangement entered into on October 18, 1995, in the
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%, and with interest payable quarterly in
arrears.  In January 1996, the Company made a payment of





                                      8
<PAGE>   11

$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, or 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.
On April 23, 1997, the Company borrowed $300,000 on the line of credit to pay
1996 real estate taxes due in the amount of $261,000 and to provide working
capital.

         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 extended the term of the Agreement
until March 31, 1997,





                                      9
<PAGE>   12

and an amendment executed in March 1997 extended 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.





                                      10
<PAGE>   13

                         PART II - OTHER INFORMATION

Item 1. - Legal Proceedings.
     
     None.

Item 2. - Changes in Securities.

     None.

Item 3. - Defaults upon Senior Securities.

     None.

Item 4. - Submission of Matters to a Vote of Security Holders.

     None.

Item 5. - Other Information.

     None.

Item 6. - Exhibits and Reports on Form 8-K

       (a)    Exhibits


<TABLE>
<CAPTION>
Exhibit
Number                                           Exhibit Description
------                                           -------------------
  <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).
                                                                                                 
</TABLE>


                                      11
<PAGE>   14

<TABLE>
  <S>       <C>
  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).

  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).
                  
</TABLE>


                                      12
<PAGE>   15

<TABLE>
  <S>       <C>
  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).

  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)
                                                                       
</TABLE>


                                      13
<PAGE>   16

<TABLE>
  <S>       <C>
  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).

  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 Exhibit 10.43 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 Exhibit 10.44 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 Exhibit 10.46 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
            Exhibit 10.47 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 Exhibit 10.48 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 Exhibit 10.49
            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 Exhibit 10.50 to the Company's Annual Report on Form 10-KSB for the
            fiscal year ended December 31, 1994).
                                                 
</TABLE>



                                      14
<PAGE>   17

<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 Exhibit 10.51 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 Exhibit 10.52 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 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).
                                              
</TABLE>


                                      15
<PAGE>   18

<TABLE>
  <S>       <C>
  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 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 March 20, 1997, between the Company,
            Heritage Network Incorporated and David L. Treadwell (previously filed as Exhibit 10.46 to
            the Company's Amendment No. 1 to Annual Report on Form 10-KSB/A for the fiscal year ended
            December 31, 1996).

  10.47     Mortgage Modification Agreement, dated as of April 1, 1997, by the Company and Acceptance
            Insurance Companies Inc. (previously filed as Exhibit 10.47 to the Company's Amendment No. 1
            to Annual Report on Form 10-KSB/A for the fiscal year ended December 31, 1996).
                                                                                           
</TABLE>


                                      16
<PAGE>   19

<TABLE>
  <S>       <C>
  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
            (previously filed as Exhibit 10.48 to the Company's Amendment No. 1 to Annual Report on Form
            10-KSB/A for the fiscal year ended December 31, 1996).

  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 (previously
            filed as Exhibit 10.49 to the Company's Amendment No. 1 to Annual Report on Form 10-KSB/A
            for the fiscal year ended December 31, 1996).

  27.1      Financial Data Schedule for Quarter ended March 31, 1997 (for SEC purposes only). 

</TABLE>

-----------------------------------------------------------          
    *  Management contract or compensatory plan or arrangement.


(b) Reports on Form 8-K

         None


                                      17
<PAGE>   20

                           MAJOR REALTY CORPORATION

                                 FORM 10-QSB

                     For the Quarter Ended March 31, 1997





                                  SIGNATURES


        Pursuant to the requirements of the Exchange Act, the registrant caused 
this report to be signed on its behalf by the undersigned thereunto duly        
authorized.


                                  MAJOR REALTY CORPORATION
                                  (Registrant)




      May 14, 1997                    By: /s/ David L. Treadwell            
      ------------                    ----------------------------
          Date                        David L. Treadwell, Chairman
                                      (Chief Executive Officer and
                                      Principal Financial Officer)



                                      18
<PAGE>   21

                                EXHIBIT INDEX

<TABLE>                                                                     
<CAPTION>                                                                     
                                                                                                     Sequentially 
                                                                                                       Numbered   
Exhibit                                                                                                --------               
Number                                    Exhibit Description                                             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).

  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>


                                      19
<PAGE>   22

<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).
                                                         
</TABLE>


                                      20
<PAGE>   23

<TABLE>
  <S>       <C>
  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).

  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).
                                                         
</TABLE>


                                      21
<PAGE>   24

<TABLE>
  <S>       <C>
  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).

  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
            Exhibit 10.43 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
            Exhibit 10.44 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 Exhibit 10.46 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 Exhibit 10.47 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 Exhibit 10.48 to the Company's Annual Report on Form 10-KSB for the fiscal
            year ended December 31, 1994).
                                          
</TABLE>


                                      22
<PAGE>   25

<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 Exhibit 10.49 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 Exhibit 10.50 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 Exhibit 10.51 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 Exhibit 10.52 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>


                                      23
<PAGE>   26

<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>


                                      24
<PAGE>   27

<TABLE>
  <S>       <C>
  10.44*    Amendment No. 4 to Employee Lease Agreement, dated 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 March 20, 1997, between the
            Company, Heritage Network Incorporated and David L. Treadwell (previously
            filed as Exhibit 10.46 to the Company's Amendment No. 1 to Annual Report on
            Form 10-KSB/A for the fiscal year ended December 31, 1996).

  10.47     Mortgage Modification Agreement, dated as of April 1, 1997, by the Company and
            Acceptance Insurance Companies, Inc. (previously filed as Exhibit 10.47 to the
            Company's Amendment No. 1 to Annual Report on Form 10-KSB/A for the fiscal
            year ended December 31, 1996)

  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 (previously filed as Exhibit 10.48 to the
            Company's Amendment No. 1 to Annual Report on Form 10-KSB/A for the fiscal
            year ended December 31, 1996).

  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. (previously filed as Exhibit 10.49 to the Company's Amendment
            No. 1 to Annual Report on Form 10-KSB/A for the fiscal year ended December 31,
            1996)                              



  27.1      Financial Data Schedule for Quarter Ended March 31, 1997 (for SEC
            purposes only).

</TABLE>

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*       MANAGEMENT CONTRACT OR COMPENSATORY PLAN OR ARRANGEMENT.      



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