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Exhibit
10.30





PUERTO
RICO TOURISM DEVELOPMENT FUND





October
26, 2000





PaineWebber
Trust Company of Puerto Rico


250 Munoz
Rivera Avenue, Ninth Floor


Hato
Rey, Puerto Rico 00917








Re:
            $30,000,000
      Puerto Rico Industrial, Tourist, Educational, Medical and Environmental
      Control Facilities Financing Authority Tourism Revenue Bonds, 2000 Series
      A (Palmas del Mar Country Club Project) (the "Bonds")





Ladies
and Gentlemen:





1.           We
at the Puerto Rico Tourism Development Fund ("TDF") establish in your favor as
Trustee under the Trust Agreement dated October 26, 2000 (as the same may be
from time to time supplemented or amended, the "Agreement") between
the Puerto Rico Industrial, Tourist, Educational, Medical and Environmental
Control Facilities Financing Authority (the "Issuer") and you,
pursuant to which the Bonds are being issued for the benefit of Palmas Country
Club, Inc. (the "Borrower"), this
Irrevocable Stand-by Letter of Credit (this "Letter of Credit")
in the aggregate amount of $31,157,500 (as from time to time reduced and
reinstated as provided in this Letter of Credit, the "Letter of Credit
Amount"). Such Letter of Credit Amount shall be available for drawing by
you, as set forth below, in an amount not to exceed: (a) $30,000,000 (as from
time to time reduced, as provided in this Letter of Credit, the "Principal
Component") with respect to unpaid principal of the Bonds; (b) $1,157,500
(as from time to time reduced and reinstated, as provided in this Letter of
Credit, the "Interest
Component") with respect to accrued interest on the Bonds (but no more
than the actual interest accrued on the Bonds, up to 195 days); and (c)
$31,157,500 (as from time to time reduced and reinstated, as provided in this
Letter of Credit, the "Reserve Component")
with respect to a Debt Service Reserve Fund Deficiency (as defined in the
Agreement).





2.           This
Letter of Credit shall expire at 5:00 p.m. local time, San Juan, Puerto Rico, on
the date which is the earliest of: (a) October 26, 2010, unless extended by us
(the "Scheduled
Expiration Date") (it being understood that this Letter of Credit shall
be automatically extended for an additional term of one year and shall continue
to be automatically extended for successive one year terms expiring on October
26 of the relevant year until all of the principal of and interest on the Bonds
has been paid in full or we have deposited with the Trustee funds sufficient to
pay the Bonds); (b) the date of Payment of the Bonds (as defined in the
Agreement); (c) the date on which we receive a certificate from you on the Form
of Annex 1,
attached hereto, appropriately completed and executed, to the effect that there
are no Bonds Outstanding (as defined in the Agreement); (d) the date on which
you surrender this Letter of Credit to us, accompanied by your written statement
certifying that a Successor Letter of Credit (as defined in the Agreement) has
been substituted for this Letter of Credit in accordance with the Agreement; or
(e) the date which is the 10th Business Day after the date on which you receive
a notice to the effect that an "Event of Default" has occurred and is continuing
under the Letter of Credit and Reimbursement Agreement, dated the date hereof,
between the Borrower and us, pursuant to which this Letter of Credit is issued
together with a deposit by us of an amount (not in excess of the Letter of
Credit Amount) sufficient (together with other Eligible Moneys available
therefor under the Agreement) to pay the Bonds then Outstanding as provided in
Section 8.03(a) of the Agreement (the "Expiration Date"),
You agree to surrender this Letter of Credit to us, and not to make any
drawings, after the Expiration Date.





3.           Subject
to the provisions of this Letter of Credit, demands for payment under this
Letter of Credit may be made by you, from time to time, prior to the Expiration
Date by presentation of your certificate in the form of (a) Annex 2 hereto,
appropriately completed and executed, in the case of a drawing for interest on
the Bonds under Section 1401 of the Agreement (an "Interest Drawing");
(b) Annex 3 hereto, appropriately completed and executed, in the case of the
drawing for principal of the Bonds under Section 1401 (if less than all of the
outstanding Bonds are being paid or redeemed) of the Agreement (a "Principal Drawing");
and (c) Annex 4
hereto, appropriately completed and executed, in the case of a Debt Service
Reserve Fund Deficiency (as defined in the Agreement) (a "Reserve Fund Deficiency
Drawing") (each such demand and presentation, a "Drawing"). With
respect to Subsections (a) and (b), payment against conforming documents
presented under this Letter of Credit, on or before 11:30 a.m. San Juan, Puerto
Rico time not later than two Business Days immediately preceding any day an
interest or principal payment on the Bonds is due shall be made by us, on or
before 11:30 a.m. San Juan, Puerto Rico time, on the next succeeding Business
Day. With respect to Subsection (c) only, payment against conforming documents
presented under this Letter of Credit, on or prior to 11:30 a.m. San Juan,
Puerto Rico time not more than two Business Days immediately preceding July 15
or December 26 shall be made by us, on or before 11:30 a.m. San Juan, Puerto
Rico time, on such July 15 or December 26. Payment under this Letter of Credit
will be made by a wire transfer of immediately available funds in accordance
with your instructions. Partial drawings are permitted under this Letter of
Credit. All payments by us under this Letter of Credit will be made with our own
funds.





4.           As
used in this Letter of Credit, "Business Day" means
any day of the year other than a Saturday, Sunday or other day on which
commercial banks in the Commonwealth of Puerto Rico and the State of New York
are authorized to close or are closed for business to the general
public.





5.           Each
Drawing honored by us under this Letter of Credit shall immediately reduce the
Principal Component, the Interest Component or the Reserve Component (as the
case may be) by the amount of such payment, and the Letter of Credit Amount
available hereunder shall also be contemporaneously reduced. Upon such honor,
our obligations in respect of each Drawing shall be discharged, and we shall
have no further obligations in respect of any such Drawing. The Interest
Component and the Reserve Component (and correspondingly the Letter of Credit
Amount) so reduced shall be reinstated, only as follows:





(a)           In
the case of a reduction resulting from payment against the Interest Component,
such Interest Component shall be reinstated automatically on the tenth day
following each Interest Payment Date (as defined in the Agreement), unless (i)
we notify you that such reinstatement will not occur because the Borrower has
failed to reimburse us in respect of such drawing or because an event of default
has occurred and is continuing under our reimbursement agreement with the
Borrower, and (ii) we deposit with you funds (not in excess of the Letter of
Credit Amount) that, together with other Eligible Monies available therefor
under the Agreement, will be sufficient to pay all outstanding principal of and
interest on the Bonds due through the date specified in the Agreement for
repayment of the Bonds upon such non-reinstatement.





(b)           In
the case of a reduction resulting from payment against the Reserve Component,
the.
Reserve Component shall be reinstated automatically on the Business Day
immediately following the date of such payment until the Expiration Date unless
(i) we notify you that such reinstatement will not occur because the Borrower
has failed to reimburse us in respect of such drawing or because an event of
default has occurred and is continuing under our reimbursement agreement with
the Borrower, and (ii) we deposit with you funds (not in excess of the Letter of
Credit Amount) that, together with other Eligible Monies available therefor
under the Agreement, will be sufficient to pay all outstanding principal of and
interest on the Bonds due through the date specified in the Agreement for
repayment of the Bonds upon such non-reinstatement.





(c)           The
Interest Component and the Reserve Component may otherwise be reinstated as we
may from time to time notify you in writing.





6.           Each
payment made with Eligible Movies (as defined in the Agreement) by or for the
account of, the Borrower of the principal of the Bonds when due, shall
automatically and irrevocably reduce, on the Business Day of our receipt of a
certificate in the form of Annex 5, (i) the
Principal Component and the amount available to be drawn hereunder by subsequent
Principal Drawings by an amount equal to the difference between the Principal
Component outstanding on the date immediately preceding the date of such payment
and the principal of the Bonds to be Outstanding thereafter, and (ii) the
Interest Component and the amount available to be drawn hereunder by a
subsequent Interest Drawing to an amount equal to 195 days' accrued interested
(computed on the basis of a year of 360 days consisting of twelve 30 day months)
on the aggregate principal amount of the Bonds then remaining Outstanding, and
such reductions shall automatically and irrevocably result in corresponding
aggregate reductions in the Letter of Credit Amount.





7.           All
documents presented to us, in connection with any Drawing, and all other
communications and notices to us with respect to this Letter of Credit, shall be
in writing, dated the date of presentation, and delivered to us, at the address
set forth on the letterhead of this Letter of Credit, and shall specifically
refer to "TDF Irrevocable Stand-by Letter of Credit (Palmas del Mar Country Club
Project)." Any such documents, communications, and notices may be sent via
facsimile to (787)722-6815 (with transmission confirmed by a call to telephone
number (787) 722-2525), stating that the originals of such documents,
communications and notices have been mailed or delivered to us.





8.           No
person, other than you as Trustee, or a successor trustee under the Agreement,
may make any demand for payment under this Letter of Credit. This Letter of
Credit is transferable in its entirety only to any transferee who has succeeded
you as Trustee under the Agreement, and may be successfully transferred to any
subsequent successor trustee under the Agreement, in each case upon presentation
to us of the original of this Letter of Credit, accompanied by a 67K certificate
in the form of Annex
6 hereto.





9.           This
Letter of Credit sets forth the full term of our undertaking, and this
undertaking shall not in any way be modified, amended, amplified or limited by
reference to any document, instrument or agreement referred to herein or in
which this Letter of Credit is referenced or to which this Letter of Credit
relates, except only the certificates referenced herein; and such reference
shall not be deemed to incorporate herein by reference any document, instrument
or other agreement, except such certificates. All certificates referenced herein
that are presented to us from time to time shall become an integral part of this
Letter of Credit, and shall be binding on any transferee permitted by the terms
of this Letter of Credit.





10.           
This Letter of Credit is subject to the provisions of the Uniformed Customs and
Practices for Documentary Credits, 1993 Revision, International Chamber of
Commerce Publication No. 500 (the "UCP"), other than
Article 48(g) thereof. This Letter of Credit shall be deemed a contract made
under the laws of the Commonwealth of Puerto Rico, and shall, as to matters not
governed by the UCP, be governed and construed in accordance with the laws
thereof, without regard to the principles of conflicts of laws.





Very
truly yours,





PUERTO
RICO


TOPURISM
DEVELOPMENT FUND








By:
            /s/   Fernando
      Aguiar


Name:  Fernando Aguiar


Title:    Executive Director








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