EXHIBIT 10.30

                          SECURITY AND PLEDGE AGREEMENT


      THIS  SECURITY AGREEMENT (the "Agreement"), dated as of the  18th  day  of
January,  2000  by and between Sherwood M. Weiser (hereinafter called  "Debtor),
and  Carnival Corporation, a Panamanian corporation (the "Secured Party), as the
holder  of  the Note (as defined below).  Upon execution of this Agreement,  the
Secured  Party shall simultaneously contribute this Agreement and the Collateral
(as  defined below) to that certain Carnival Corporation Blind Trust,  dated  of
even date herewith, a copy of which is attached hereto, pursuant to which, among
other things, the Trustee of such Trust shall exclusively make all decisions and
take  all  actions necessary with regard to any and all rights  of  the  Secured
Party under this Agreement.

      1.  Security  Interest.   For  value received,  Debtor  hereby  transfers,
conveys,  sets over, delivers, bargains, pledges, assigns and grants to  Secured
Party,  upon the terms and conditions of this Agreement, a security interest  in
and  to  any  and all present or future rights of Debtor in and to  all  of  the
following  rights,  interests and property (all of the  following  being  herein
sometimes called the "Collateral"):

         (a)  803,785 shares (the "Shares") of the common stock, par value $.005
     per  share, of CRC Holdings, Inc. ("CRC") which have been contemporaneously
     sold  by  Secured  Party to Debtor pursuant to the Purchase  Agreement  (as
     defined below);

         (b)  All rights, powers, privileges and preferences pertaining  to  the
     Shares  and  any  stock  rights, rights to subscribe,  cash  distributions,
     dividends, stock dividends, liquidating dividends, new securities  (whether
     certificated or uncertificated) and other property to which the Debtor  may
     become  entitled by reason of the ownership of any Securities  (as  defined
     below) pledged and assigned hereunder from time to time; and

         (c) All Proceeds of any of the foregoing Collateral described above  in
     this Section 1.

All  capitalized  terms used but not otherwise defined in this  Agreement  shall
have  the respective meanings given them in the Florida Uniform Commercial Code.
As  used  in  this  Agreement the term "Securities"  means  any  notes,  stocks,
treasury   stocks,  bonds,  debentures,  evidences  of  indebtedness,  warrants,
partnership interests, stock options, beneficial interests in trusts  or  equity
interests  of  any  nature whatsoever in any legal entity or,  in  general,  any
interest  or instrument commonly known as a "security," or any warrant or  right
to  subscribe to or purchase any of the foregoing; and the term "issuer"  means,
with  respect  to  any  Securities, the legal entity in  which  such  Securities
evidence an ownership or beneficial interest.  The Secured Party understands and
agrees  that  notwithstanding  anything to the contrary  contained  herein,  the
Secured  Party  may  not take ownership in any manner in any  of  the  foregoing
Collateral  described  above in Section 1 without first obtaining  any  and  all
licensing and approval of the Louisiana Gaming and Control Board required by the
laws,  rules  and regulations of the State of Louisiana pertaining  to  licensed
gaming   activities  and  any  other  applicable  foreign,  federal   or   state
authorities.

      2.  Stock  Purchase  Agreement.   This Agreement  is  being  executed  and
delivered  pursuant  to  the terms, obligations and requirements  of  the  Stock
Purchase  Agreement  (the "Purchase Agreement"), dated of  even  date  herewith,
pursuant  to  which Secured Party has sold the Shares to Debtor.   The  security
interests  herein granted ("Security Interests") shall secure full  payment  and
performance  of: (a) that certain Promissory Note of even date herewith  in  the
principal  amount  of $3,965,780, made by Debtor and payable  to  the  order  of
Secured Party (such note and any notes given in modification, renewal, extension
or  substitution thereof being herein sometimes collectively referred to as  the
"Notes" and individually as the "Note"); and (b) the due and punctual observance
and  performance of each and every agreement, covenant and condition on Debtor's
part to be observed or performed under this Agreement and the Note (all of which
debts, duties, liabilities and obligations hereinbefore described and covered by
this Agreement and the Note are hereinafter referred to as the "Obligation").

      3.  Priority.  Debtor represents and warrants that the Security  Interests
are first and prior security interests in and to all of the Collateral.

     4. Representations, Warranties and Covenants.  The Debtor hereby represents
and warrants to Secured Party and covenants for the benefit of Secured Party  as
follows:

        (a) Debtor is the sole legal and equitable owner of the Shares free from
     any  adverse  claim, lien, security interest, encumbrance or  other  right,
     title  or interest of any person, except for the security interest  created
     hereby.   Debtor  has  the  right and power to grant  an  interest  in  the
     Collateral  to Secured Party without the consent of any other  person,  and
     Debtor  shall at his expense defend the Collateral against all  claims  and
     demands  of all persons at any time claiming the Collateral or any interest
     therein adverse to Secured Party.  So long as any Obligation to the Secured
     Party  pursuant  to the Note is outstanding, Debtor will  not  without  the
     prior  written  consent  of Secured Party grant to any  person  a  security
     interest  in  any  of the Collateral or permit any lien or  encumbrance  to
     attach to any of the Collateral, or suffer or permit any levy or attachment
     to be made on any part of the Collateral, or permit any financing statement
     to  reflect  an  interest  in any part of the Collateral,  except  that  of
     Secured Party, to be on file with respect thereto.

         (b)  Debtor  has  delivered  to Secured Party  all  stock  certificates
     evidencing  the Shares pledged and assigned under this Agreement,  together
     with  duly  executed  stock powers in blank and all  other  assignments  or
     endorsements reasonably requested by Secured Party.

         (c)  If  new or additional Securities are issued to Debtor (as a  stock
     dividend,   stock   split,   or  pursuant  to   any   reclassification   or
     recapitalization  of  the capital of any issuer of Securities  pledged  and
     assigned  hereunder,  or  the  reorganization  or  merger,  acquisition  or
     consolidation  of  any  such  issuer or  otherwise)  with  respect  to  the
     Collateral,  then the same shall be deemed an increment to  the  Collateral
     and  under  pledge and assignment to Secured Party hereunder.  If evidenced
     by  a  stock certificate, bond, warrant, debenture, certificate,  or  other
     instrument  or writing, then such Securities shall (to the extent  acquired
     or  received by or placed under Debtor's control) be held in trust for  and
     promptly  delivered  to Secured Party, together with  duly  executed  stock
     powers in blank and any other assignments or endorsements as Secured  Party
     may  request.  If any such Securities are uncertificated, then Debtor shall
     immediately upon acquisition of such Securities cause Secured Party  to  be
     registered  as  the  transferee thereof on the  books  of  the  depository,
     custodian bank, clearing corporation, brokerage house, issuer or otherwise,
     as may be requested by Secured Party.

         (d)  Without the prior consent of Secured Party, Debtor shall not sell,
     transfer,  assign, convey, lease or otherwise dispose of any  part  of  the
     Collateral, nor enter into any contract or agreement to do so.  Debtor will
     not  compromise,  release,  surrender or waive any  rights  of  any  nature
     whatsoever  in  respect  of any of the Collateral without  Secured  Party's
     prior written consent.

      5.  Debtor's  Obligations.   So long as the Note  is  outstanding,  Debtor
covenants and agrees with Secured Party (a) not to permit any material  part  of
the Collateral to be levied upon under any legal process; (b) not to dispose  of
any of the Collateral without the prior written consent of Secured Party; (c) to
comply  with all applicable federal, state and local statutes, laws,  rules  and
regulations,  the  noncompliance with which would have a  material  and  adverse
effect  on the value of the Collateral; and (d) to pay all taxes accruing  after
the  Closing  Date  which  constitute, or may constitute,  a  lien  against  the
Collateral,  prior to the date when penalties or interest would attach  to  such
taxes;  provided, that Debtor may contest any such tax claim if done  diligently
and in good faith.

      6.  Event  of Default.  As used herein, the term "Event of Default"  shall
include  any or all of the following if same exist on the 10th day after written
notice by Secured Party to Debtor which describes such default:

        (a)  The  assignment, voluntary or involuntary conveyance  of  legal  or
beneficial interest, mortgage, pledge or grant of a security interest in any  of
the Collateral; or

       (b) The filing or issuance of a notice of any lien, warrant for distraint
or  notice  of levy for taxes or assessment against the Collateral  (except  for
those  which  are being contested in good faith and for which adequate  reserves
have been created); or

        (c) Nonpayment of any installment of principal or interest upon the date
same shall be due and payable under the terms of the Note; or

        (d)  The  adjudication  of Debtor as bankrupt,  or  the  taking  of  any
voluntary  action by Debtor or any involuntary action against Debtor seeking  an
adjudication of Debtor as bankrupt, or seeking relief by or against Debtor under
any provision of the Bankruptcy Code.

      7.  Remedies.  Upon the occurrence and during the continuation of an Event
of  Default  as  defined herein, in addition to any and  all  other  rights  and
remedies  which Secured Party may then have hereunder or under the  Note,  under
the  Uniform  Commercial Code of the State of Florida or of any other  pertinent
jurisdiction (the "Code"), or otherwise, Secured Party may, at its  option:  (a)
reduce  its  claim to judgment or foreclosure or otherwise enforce the  Security
Interests, in whole or in part, by any available judicial procedure;  (b)  sell,
or  otherwise dispose of, at the office of Secured Party, or elsewhere,  all  or
any  part of the Collateral, and any such sale or other disposition may be as  a
unit  or in parcels, by public or private proceedings, and by way of one or more
contracts (it being agreed that the sale of any part of the Collateral shall not
exhaust  the Secured Party's power of sale, but sales may be made from  time  to
time,  and  at any time, until all of the Collateral has been sold or until  the
Obligation has been paid and performed in full ); (c) at its discretion,  retain
the  Collateral in satisfaction of the Obligation whenever the circumstances are
such  that  Secured Party is entitled to do so under the Code or otherwise;  and
(d) exercise any and all other rights, remedies and privileges it may have under
the  Note  and  the other documents defining the Obligation.  Provided  that  an
Event  of  Default has not occurred, Debtor shall retain all voting rights  with
respect  to  the  Shares and all cash dividends declared with  respect  to  such
Shares.   The Secured Party understands and agrees that notwithstanding anything
to  the  contrary contained herein, the Secured Party may not take ownership  in
any  manner  in  any  of  the Collateral without first  obtaining  any  and  all
licensing and approval of the Louisiana Gaming and Control Board required by the
laws,  rules  and regulations of the State of Louisiana pertaining  to  licensed
gaming  activities and any other applicable foreign, federal of state authority.
In  the  event that Louisiana Regulatory Approval is not obtained,  the  parties
acknowledge  that  they  shall  have no recourse against  the  Louisiana  Gaming
Control Board, the Attorney General of the State of Louisiana, the Department of
Safety and Corrections, Office of State Police, and their members and employees,
except  as  provided  under applicable Louisiana law,  including  the  Louisiana
Gaming Control Law, and the rules and regulations promulgated thereunder.

      8.  Application of Proceeds by Secured Party.   Any and all proceeds  ever
received  by Secured Party from any sale or other disposition of the Collateral,
or  any part thereof, or the exercise of any other remedy pursuant hereto  shall
be  applied  by  Secured Party to the Obligation in such  order  and  manner  as
Secured Party, in its sole discretion, may deem appropriate, notwithstanding any
directions or instructions to the contrary by Debtor; provided that the proceeds
and/or accounts shall be applied toward satisfaction of the Obligation.

      9.  Notice of Sale.  Reasonable notification of the time and place of  any
public  sale  of  the Collateral, or reasonable notification of the  time  after
which any private sale or other intended disposition of the Collateral is to  be
made,  shall be sent to Debtor and to any other persons entitled under the  Code
to notice; provided, that if any of the Collateral threatens to decline speedily
in  value or is of a type customarily sold on a recognized market, Secured Party
may  sell,  pledge,  assign  or  otherwise dispose  of  the  Collateral  without
notification,  advertisement or other notice of any kind.   It  is  agreed  that
notice sent or given no less than ten (10) calendar days prior to the taking  of
the action to which the notice relates is reasonable notification and notice for
the purpose of this paragraph.

      10.  Delivery  of  Notices.  Any notice or demand  required  to  be  given
hereunder  shall be in writing and shall be deemed to have been duly  given  and
received, if given by hand, when a writing containing such notice is received by
the  entity  or person to whom addressed or, is given by mail, two (2)  business
days after a certified or registered letter containing such notice, with postage
prepaid, is deposited in the United States mails, addressed to:

       If to Secured Party:

            Carnival Corporation
            3655 N.W. 87th Avenue
            Miami, Florida 33178
            Attention: Chief Financial Officer

       If to Debtor:

            c/o CRC Holdings, Inc.
            3250 Mary Street
            Miami, Florida 33133
          Attention: Chief Financial Officer

Any such address may be changed from time to time by serving notice to the other
party  as above provided.  A business day shall mean a day of the week which  is
not   a  Saturday  or  Sunday  or  a  holiday  recognized  by  national  banking
associations.

      11.  Binding  Effect.  This Agreement shall be binding  upon  Debtor,  his
heirs,  successors, assigns, executors, administrators, and  personal  or  legal
representatives, and shall inure to the benefit of Secured Party, its successors
and assigns.

      12.  Governing Law.  This Agreement shall be construed in accordance  with
and governed by the laws of the State of Florida, provided that the exercise  of
all  rights  and  remedies by any of the parties is subject  to  any  applicable
Louisiana  Gaming  Control  Law,  and  the  rules  and  regulations  promulgated
thereunder.

      13.  Severability.  In the event that any one or more  of  the  provisions
contained in this Agreement are held to be invalid, illegal or unenforceable  in
any  respect, such invalidity, illegality or unenforceability shall  not  affect
any other provision of this Agreement.

EXECUTED as of the day and year first herein set forth.

                                          SECURED PARTY:

                                   CARNIVAL CORPORATION


                                     By:/s/ Gerald R. Cahill
                                                Gerald R. Cahill



                                          DEBTOR:



         *
__________________
Sherwood M. Weiser



* Executed by Power of Attorney



By:/s/ W.  Peter Temling
      W. Peter Temling