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                                                                 EXHIBIT 10.58



                FLORIDA DOCUMENT TAX WAS PAID IN CONNECTION WITH
                 THE EXECUTION OF THE ORIGINAL PROMISSORY NOTES
           REPLACED BY THIS RESTATED AND CONSOLIDATED PROMISSORY NOTE


                   RESTATED AND CONSOLIDATED PROMISSORY NOTE

$5,064,144.29                                             As of October 18, 1995
                                                          Wayne County, Michigan


         FOR VALUE RECEIVED, the undersigned, Major Realty Corporation, a
Delaware corporation ("Major Realty"), promises to pay to the order of
ACCEPTANCE INSURANCE COMPANIES INC., a Delaware corporation ("AIC") at 222
South 15th Street, Suite 600 North, Omaha, Nebraska 68102, on May 1, 1998, the
sum of FIVE MILLION SIXTY-FOUR THOUSAND ONE HUNDRED FORTY-FOUR AND 29/100
DOLLARS ($5,064,144.29), together with interest on the unpaid principal balance
remaining from time to time, from the date hereof at the rate set forth herein.

         Interest on the unpaid principal balance of this Note shall be
computed on a daily basis, based upon a three hundred sixty (360) day year, and
shall be paid upon the actual number of days upon which the principal balance
remains outstanding from time to time, at a rate per annum equal to one and
one-half percent (1-1/2%) in excess of the prime rate of Citibank, N. A., as
announced from time to time by such financial institution (with any change in
such rate to be effective on the date of any such change).  Interest only shall
be payable in arrears on the first day of each quarter, commencing January 1,
1996, and continuing on the first day of each April, July, October and January
thereafter until May 1, 1998, the maturity date of this Note, at which time the
principal balance together with all accrued and unpaid interest shall be due
and payable in full; provided, however, the maturity of this Note shall be
accelerated in the event of a Change of Control.  For purposes of this Note and
the Mortgage, a Change of Control shall be deemed to have occurred:

         (a)     if any person (as such term is used in Sections 13(d) and
                 14(d) of the Securities Exchange Act of 1934, as amended
                 ("Exchange Act") in effect on the date hereof) or any group of
                 persons acting in concert, other than Major Realty, or any
                 subsidiary of Major Realty, or employee benefit plan (as
                 defined in Section 3(3) of ERISA) maintained by Major Realty,
                 or AIC becomes the "beneficial owner" (as such term is defined
                 in Rule 13d-3 of the Exchange Act, except that a person also
                 shall be deemed to be the beneficial owner of all securities
                 which such person may have a right to acquire, whether or not
                 such right is presently exercisable) directly or indirectly,
                 of securities of Major Realty representing fifty percent (50%)
                 or more of the combined voting power of all classes of Major
                 Realty's then outstanding
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                 securities ordinarily having the power to vote in the election
                 of directors ("voting stock"); or

         (b)     upon the sale, in a single transaction or a series of related
                 transactions, of fifty percent (50%) or more of Major Realty's
                 assets as they exist on the date hereof and valued at book
                 value on the date hereof.

         THIS NOTE IS A RESTATEMENT, CONSOLIDATION AND REPLACEMENT OF: (i) THAT
CERTAIN MORTGAGE NOTE DATED OCTOBER 11, 1989 IN THE ORIGINAL PRINCIPAL AMOUNT
OF SIXTEEN MILLION AND NO/100 DOLLARS ($16,000,000.00) BY MAJOR REALTY IN FAVOR
OF CITIZENS FIDELITY BANK AND TRUST COMPANY, A KENTUCKY CORPORATION, AS AMENDED
BY THAT CERTAIN AMENDMENT TO MORTGAGE NOTE DATED AUGUST 29, 1991, AS FURTHER
AMENDED BY THAT CERTAIN SECOND AMENDMENT TO MORTGAGE NOTE DATED AS OF JANUARY
31,1994, AND AS FURTHER AMENDED BY THAT CERTAIN THIRD AMENDMENT TO MORTGAGE
NOTE DATED AS OF JANUARY 31,1995, SUCH MORTGAGE NOTE HAVING BEEN ASSIGNED TO
AIC AS OF THE DATE HEREOF, AND (ii) THAT CERTAIN RENEWAL AND CONSOLIDATION
PROMISSORY NOTE IN THE ORIGINAL PRINCIPAL AMOUNT OF ONE MILLION SIX HUNDRED
THOUSAND DOLLARS AND NO/100 DOLLARS ($1,600,000.00) DATED FEBRUARY 1, 1995 BY
MAJOR REALTY IN FAVOR OF AIC.  NO ADDITIONAL FUNDS HAVE BEEN ADVANCED HEREBY.

         IT IS SPECIFICALLY AGREED THAT TIME IS OF THE ESSENCE OF THIS NOTE.
For purposes of this Note the term "Business Day" means a day that is not a
Saturday, a Sunday or a day on which institutional lenders are closed pursuant
to authorization or requirement of law.

         This Note is secured by that certain Mortgage and Security Agreement
dated October 11, 1989 and recorded on October 12, 1989 in Official Records
Book 4123, Page 1379; as modified by that certain Amendment to Mortgage Deed
and Security Agreement dated August 29, 1991 and recorded on August 30, 1991 in
Official Records Book 4321, Page 983; as further modified by that certain
Notice of Limitation of Future Advances recorded on March 3, 192 in Official
Records Book 4391, Page 3509; as further modified by that certain Modification
of Mortgage Deed and Security Agreement dated October 5, 1992 and recorded on
October 2, 1992 in Official Records Book 4471, Page 2237; as further modified
by that certain Amendment to Mortgage Deed and Security Agreement dated as of
January 31, 1994 and recorded on March 19 1994 in Official Records Book 4705,
Page 657; as further modified by that certain Amendment to Mortgage Deed and
Security Agreement dated as of January 31, 1995 and recorded on February 2,
1995 in Official Records Book 4851 , Page 969; and as further modified by that
certain Mortgage and Note Modification Agreement dated of even date herewith,
executed by Major Realty in favor of AIC; all of the foregoing being recorded
in the Public Records of Orange County, Florida, which encumbers certain real
and personal property described therein (collectively the "Mortgage").

         This Note may be prepaid in whole or in part at any time without
penalty, upon five (5) days notice to AIC.  All payments on
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this Note shall be applied first to payment of interest and then to payment of
principal.  If any payment is not made in full within five (5) Business Days
after the same is due, the holder of this Note shall have the option to declare
the entire principal and accrued interest immediately due and payable upon
notice to maker.  Failure to exercise said option shall not constitute a waiver
of the subsequent right to exercise same.

         Subject always to Major Realty's right to prepay this Note in whole or
in part as set forth above, AIC shall have the right (but not the obligation),
upon twenty (20) days' notice to Major Realty, to exchange and convert, in one
or more installments, all or a portion of the outstanding indebtedness due
under this Note (principal plus accrued but unpaid interest) into shares of the
common stock, par value $0.01 per share, of Major Realty (the "Common Stock").
In the event that AIC elects to convert all or a portion of the indebtedness
into the Common Stock, the conversion price shall be equal to the average
closing price of the Common Stock as reported by NASDAQ during the thirty (30)
day period immediately preceding the date of AIC's notice to Major Realty of
its election.  If only a portion of the indebtedness is converted into Common
Stock, the amount converted shall be credited first against accrued and unpaid
interest, and then against the principal due hereunder.  Any portion of the
outstanding balance due under this Note that is not converted into Common stock
in accordance with this provision shall remain outstanding, accrue interest and
be paid in accordance with the terms of this Note.  Upon conversion of all of
the outstanding indebtedness under this Note or otherwise upon satisfaction of
all obligations and indebtedness under this Note, AIC shall return the original
Note to Major Realty marked "Paid and Cancelled" and shall execute, acknowledge
and deliver to Major Realty a satisfaction of mortgage, UCC-3 Termination
Statement, and such additional documents as may be required to indicate that
the Note has been paid in full and that the lien of the Mortgage has been
released of record.

         In the event of default and acceleration of payment of the unpaid
principal balance of the indebtedness evidenced by this Note, the interest rate
on this Note shall be increased as of the date of default to the then current
rate of interest plus three percent (3%) or the highest rate allowed by law,
whichever is lower.

         In no event shall the holder of this Note be entitled to receive, nor
shall the maker or any endorser or guarantor of its obligation be obligated to
pay, any amount as interest in excess of the highest lawful rate permitted by
applicable law.  If the holder of this Note should receive an amount which
would exceed the highest lawful rate, the amount which would constitute excess
interest shall be returned forthwith.

         All persons or entities now or at any time liable, whether primarily
or secondarily, for the payment of the indebtedness hereby evidenced, for
themselves, their heirs, legal
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representatives, successors and assigns, respectively, hereby (1) expressly
waive presentment, demand for payment, notice of dishonor, protest, notice of
nonpayment or protest, and diligence in collection; (2) consent that the time
of all payments or any part thereof may be extended, rearranged, renewed or
postponed by the holder hereof and further consent that any real or personal
property securing this Note or any part of such security may be released,
exchanged, added to or substituted by the holder of this Note, without in any
way modifying, altering, releasing, affecting or limiting their respective
liability or the lien of any instrument securing this indebtedness; (3) agree
that the holder of this Note shall not be required first to institute any suit,
or to exhaust any of its remedies against the maker of this Note or any other
person or party to become liable hereunder, in order to force payment of this
Note; (4) agree that the maker of this Note may be released by the holder
hereof from any or all liability under this instrument, and such release shall
not in any way affect or modify the liabilities of the remaining parties
hereto; and (5) agree that if this Note becomes in default and is placed in the
hands of any attorney for collection, to pay all costs and expenses of
collection of said monies by legal action, foreclosure or otherwise, including,
but not limited to, attorneys' fees for negotiations, trial, appellate and
bankruptcy proceedings, including fees incurred for collection and proof of
attorneys' fees, and other legal services, shall be paid by the undersigned.
Attorneys' fees shall also include hourly charges for paralegals and other
staff members operating under the supervision of an attorney.

         Any obligor to this Note shall be in default hereunder upon: (a)
nonpayment of any interest or principal hereunder within five (5) Business Days
of the date such payment is due or (b) any default under the terms and
conditions of the Mortgage.

AIC BY ITS ACCEPTANCE HEREOF, AND MAJOR REALTY HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS NOTE, THE MORTGAGE SECURING THIS NOTE, AND ANY OTHER AGREEMENT
CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) ACTIONS OF EITHER
PARTY.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ACCEPTANCE OF THIS NOTE
BY AIC.


                      MAJOR REALTY CORPORATION, a Delaware
                      corporation


                      By: /s/ David L. Treadwell               
                         --------------------------------------
                          David L. Treadwell
                          Chairman and Chief Executive Officer
                          
                                  (CORPORATE SEAL)