EXHIBIT 10.28

                     1994 TRANSACTION - EXTENSION AGREEMENT


      This 1994 Transaction - Extension Agreement, dated as of January 18,  2000
(the  "Agreement"),  is  entered  into by and  among  the  shareholders  of  CRC
Holdings,  Inc.  ("CRC")  identified  on Schedule  A  attached  hereto  (each  a
"Shareholder" and, collectively, the "Shareholders"), and Carnival  Corporation,
a Panamanian corporation ("CCL").

      WHEREAS, each Shareholder owns, beneficially and of record, the number  of
shares  of common stock, par value $.005 per share ("CRC Common Stock"), of  CRC
set  forth  opposite  such Shareholder 's name on Schedule A (collectively,  the
"Shares"),  which Shares are currently pledged to CCL to secure in part  certain
obligations of the Shareholders owing to CCL, as evidenced by certain promissory
notes  (collectively, the "CCL Notes") made by the Shareholders in favor of  CCL
(Schedule B attached hereto sets forth the outstanding principal amount on  such
Shareholder's CCL Note);

      WHEREAS, the CCL Notes were executed and delivered by the Shareholders  in
connection  with the transactions contemplated by the Stock Purchase  Agreement,
dated  as of November 30, 1994, as amended on June 15, 1998 and on February  17,
1999   (as  amended,  the  "Stock  Purchase  Agreement"),  among  CCL  and   the
Shareholders;

      WHEREAS,  CCL  has  agreed to (i) terminate the CCL Notes  and  accept  in
substitution  therefore,  renewal  promissory  notes  (the  "Renewal  Promissory
Notes")  in  the amounts set forth on Schedule B, (ii) amend and  restate  those
certain  Security  and  Pledge Agreements, dated as of  November  30,  1994,  as
amended  (collectively  as  amended,  the  "Pledge  Agreements"),  between  each
Shareholder  and  CCL, pursuant to which the Shareholders pledged,  among  other
things,  the Shares as collateral security for the CCL Notes, (iii)  extend  the
Shareholders'  put  option,  as set forth in the Stock  Purchase  Agreement,  in
conformity with the term of the Renewal Promissory Notes and (iv) contribute the
Renewal  Promissory  Notes and the Pledge Agreements to  that  certain  Carnival
Corporation  Blind Trust dated of even date herewith among CCL, the Shareholders
and  First Union, as trustee, whereby the trustee would be obligated to  enforce
all  of  CCL's  rights  under  the  Renewal  Promissory  Notes  and  the  Pledge
Agreements.

       NOW,  THEREFORE,  in  consideration  of  the  foregoing  and  the  mutual
representations, warranties and agreements contained herein, the parties  hereto
agree as follows:

      1.   Renewal Promissory Notes.  CCL hereby agrees effective as of the date
hereof,  that  the  CCL Notes shall be terminated and of no  further  force  and
effect  and the Shareholders shall execute Renewal Promissory Notes in the  form
attached hereto as Exhibit A in the amounts set forth on Schedule B hereof.   At
the  Closing  (as defined below), CCL shall tender to the Shareholders  the  CCL
Notes so that same shall be simultaneously destroyed.

      2.    Amendment  of Shareholders' Put Option.  Article  IV  of  the  Stock
Purchase  Agreement is hereby amended to extend the period of  exercise  of  the
Shareholders'  put  option  with respect to the Shares  to  January  ___,  2008.
Additionally, notwithstanding anything to the contrary contained  herein  or  in
the  Stock  Purchase  Agreement, the Shareholders  '  put  option  may  only  be
exercised  provided that (i) 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 has been  obtained,  and  (ii)
such  transaction is in compliance with all applicable maritime laws  (including
the Jones Act).

      3.   Closing.  The closing (the "Closing") shall take place at the offices
of  CRC Holdings, Inc., 3250 Mary Street, Miami, Florida 33133, at 9:00 a.m., on
the  date  hereof, or at such other place and time as may be mutually agreed  by
the parties.

       4.   Shareholders'  Representations  and  Warranties.   Each  Shareholder
severally (but not jointly) represents and warrants to CCL as follows:

         (a)  Such Shareholder has the full power, authority and legal right  to
execute   and   deliver  this  Agreement  and  to  consummate  the  transactions
contemplated hereby.

         (b)  This Agreement has been duly and validly executed and delivered by
such  Shareholder  and  constitutes  a  valid  and  binding  agreement  of  such
Shareholder, enforceable against such Shareholder in accordance with its  terms,
subject   to   applicable  principles  of  equity,  bankruptcy,  reorganization,
insolvency  or  other  laws  affecting  the  enforcement  of  creditors'  rights
generally.

      5. CCL Representations and Warranties.  CCL represents and warrants to the
Shareholders as follows:

          (a)  CCL is a corporation duly organized, validly existing and in good
standing  under the laws of its jurisdiction of organization.  CCL has the  full
power, authority and legal right to execute, deliver and carry out the terms and
provisions of this Agreement, to consummate the transactions contemplated hereby
and  to  perform,  comply with or satisfy all of the agreement, obligations  and
conditions  required  to  be  complied with  or  satisfied  by  CCL  under  this
Agreement,  and  has  taken  all necessary action to  authorize  the  execution,
delivery and performance of this Agreement.

          (b)  This Agreement has been duly and validly authorized, executed and
delivered  by  CCL  and  constitutes  a valid  and  binding  agreement  of  CCL,
enforceable  against  CCL in accordance with its terms,  subject  to  applicable
principles  of  equity,  bankruptcy, reorganization, insolvency  or  other  laws
affecting the enforcement of creditors' rights generally.

     6.  Miscellaneous.

          (a)   All representations, warranties and covenants shall survive  the
Closing.

         (b)  This Agreement may be executed in any number of counterparts, each
of  which  shall, when executed, be deemed to be an original and  all  of  which
shall be deemed to be one and the same instrument.

          (c)  This Agreement shall be governed by and construed and enforced in
accordance  with  the  laws of the State of Florida, without  reference  to  the
conflict  of laws principles thereof; 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.


      IN  WITNESS WHEREOF, each Shareholder and CCL has executed or caused  this
Agreement to be executed on the date first above written.


         *
____________________
Sherwood M. Weiser


        *
____________________
Donald E. Lefton


       *
____________________
Thomas Hewitt


        *
____________________
Peter Sibley


        *
____________________
W. Peter Temling


       *
____________________
Robert Sturges

CARNIVAL CORPORATION


By:/s/ Gerald R. Cahill
Name: Gerald R. Cahill
Title: Chief Financial Officer


* Executed by Power of Attorney


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


<TABLE>
<CAPTION>

                                   Schedule A


            Name of Shareholder             Number of Shares

           <S>                                 <C>
            Sherwood Weiser                     859,248
            Donald Lefton                       859,248
            Thomas Hewitt                       318,394
            Peter Sibley                        318,394
            Robert Sturges                      127,358
            Peter Temling                       127,358
                                   Schedule B



            Name of Shareholder      Principal Amount Outstanding

            Sherwood Weiser                         $  4,966,497
            Donald Lefton                              4,966,497
            Thomas Hewitt                              1,840,334
            Peter Sibley                               1,840,334
            Robert Sturges                               736,136
            Peter Temling                                736,136

            Total                                    $15,085,934
</TABLE>