EXHIBIT 10.29
                            AMENDED AND RESTATED 1994
                          SECURITY AND PLEDGE AGREEMENT


      THIS  AMENDED  AND  RESTATED  1994  SECURITY  AND  PLEDGE  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 sells, 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)  859,248 shares (the "Shares") of the common stock, par value $.005
per share, of CRC Holdings, Inc. ("CRC");

          (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.  1994 Stock Purchase Agreement.  This Agreement amends and restates the
Security  and  Pledge  Agreement, dated November 30, 1994, as  amended,  between
Debtor and Secured Party which was executed and delivered pursuant to the terms,
obligations and requirements of the Stock Purchase Agreement, dated November 30,
1994,  as amended on June 15, 1998 and February 17, 1999 (as amended, the  "1994
Stock  Purchase  Agreement"), pursuant to which Secured  Party  sold  shares  of
common stock of CHC International, Inc., the predecessor of CRC, to Debtor.  The
security  interests  herein  granted ("Security Interests")  shall  secure  full
payment  and  performance of: (a) that certain Renewal Promissory Note  of  even
date  herewith in the principal amount of $4,966,497, 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
Name:  Gerald R. Cahill
Title:Chief Financial Officer

DEBTOR:
         *
______________________
Sherwood M. Weiser

* Executed By Power of Attorney


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