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Re: Stock post# 8

Thursday, 12/23/2010 12:14:00 PM

Thursday, December 23, 2010 12:14:00 PM

Post# of 413
Note 5 — Certain Relationships and Related Transactions

As of September 30, 2010, our remaining ownership interest in Costa Rica and Panamanian entities included a hotel and beachfront land concession known as Monterey del Mar, S.A. (“MDM”) and Mar y Tierra del Oeste, S.A. (“MTO”), respectively. We have a 67.5% ownership interest in the entities totaling $1.2 million, which is included in Investments in real estate. The MDM/MTO investment is accounted for in our consolidated financial statements. For the nine months ended September 30, 2010 and 2009, using the equity method of accounting, we recorded our share of the losses related to our interests in these entities of approximately $229,000 and $57,000, respectively.

In addition, we own a 50% interest in Monterey del Llano, S.A. (“MDL”), which owns a one-third interest in Monterey Group, S.A. (“MG”), whose only asset is two and one-half acres of beachfront land adjacent to MDM/MTO, our hotel property. Our former Chairman and Chief Executive Officer, Mr. Whitney, indirectly owns approximately 50% of MDL and 22% of MG. MDL and MG are not operating entities and have no operating results. Therefore, we do not record an equity interest related to these entities.

A committee of the Board of Directors is responsible for reviewing Costa Rica transactions regarding compliance with the applicable governance and related party transaction requirements.

As discussed more fully in Note 10 — Stockholders’ Deficit and Noncontrolling Interest , in May 2010, the Company entered into new agreements with the Rich Global, LLC and Rich Dad Operating Company, LLC (“RDO”) to restructure the agreements under which the Company licenses and operates under the Rich Dad brand. In accordance with the terms of the license agreement, the Company paid RDO, approximately $3.2 million during the nine months ended September 30, 2010. As discussed more fully in Note 12 — Contingencies , the Company owed approximately $1.8 million of current and deferred royalty payments as of September 30, 2010, which is included in Other accrued expenses in the accompanying condensed consolidated balance sheet as of September 30, 2010.