**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D. C. 20549**





**FORM
      10-K/A**


**Amendment
      No. 1**





**x** **ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE**


**ACT
      OF 1934**





**For
      The Fiscal Year Ended December 31, 2005**




**o** **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES**


**EXCHANGE
      ACT OF 1934**





**Commission
      File No. 0-25681**








**(exact
      name of registrant specified in its charter)**





**Florida**
            **65-0423422****(State
                or other jurisdiction of incorporation or
                organization)**
            **(I.R.S.
                Employer Identification
                No.)**








**11760
      U.S. Highway One, Suite 500**


**North
      Palm Beach, Florida 33408**


**(Address
      of principal executive offices) (zip code)**





**Registrant's
      telephone number, including area code: (561) 630-2400**





**Securities
      registered pursuant to Section 12(b) of the Act:**


**None**





**Securities
      registered pursuant to Section 12(g) of the Act:**





**Common
      Stock, par value $0.01 per share**





Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act. Yes o No x


Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Act. Yes o No x


Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. Yes x No o


Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not be contained, to the best
      of registrant's knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-K or any amendment to
      this
      Form 10-K. o


Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. Large
      accelerated filer o Accelerated filer x Non-accelerated filer o


Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes o No x





The
      aggregate market value of the voting common equity held by non-affiliates of
      the
      registrant on June 30, 2005 was approximately $175,827,000 based on the closing
      price reported for such date on the Nasdaq National Market. As of February
      28,
      2006, the registrant had outstanding 15,879,092 shares of Common
      Stock.







This
      Amendment No. 1 to the Annual Report on Form 10-K is being filed solely to
      provide Exhibit 10.14, which was inadvertently omitted in the original filing,
      and to amend Exhibit 23.1. Unaffected Items have not been repeated in this
      Amendment No. 1.





Except
      as
      described above, no other changes have been made to the original Form 10-K,
      and
      this Form 10-K/A does not amend, update or change the financial statements
      or
      any other Items or disclosures in the original Form 10-K. This Form 10-K/A
      does
      not reflect events occurring after the filing of the Form 10-K or modify or
      update those disclosures, including any exhibits to the Form 10-K affected
      by
      subsequent events. Information not affected by the changes described above
      is
      unchanged and reflects the disclosures made at the time of the original filing
      of the Form 10-K on March 16, 2006. Accordingly, this Form 10-K/A should be
      read
      in conjunction with our filings made with the Securities and Exchange Commission
      subsequent to the filing of the original Form 10-K, including any amendments
      to
      those filings.





**ITEM
      15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES**





(3)  Exhibits.





The
      exhibits to this report are listed below.




Exhibits
            Description




10.14
            Lease
                Agreement dated November 3, 2005 between Gardens Plaza Investors,
                LLC andBankrate,
                Inc. +




23.1
            Consent
                of Independent Registered Public Accounting Firm
                +




31.1
            Certification
                of Chief Executive Officer Pursuant to Securities Exchange Act Rules
                13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002 +




31.2
            Certification
                of Chief Financial Officer Pursuant to Securities Exchange Act Rules
                13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002 +




32.1
            Certification
                of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as
                Adopted
                Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
                +




32.2
            Certification
                of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as
                Adopted
                Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
                +




+
            Filed
                herewith.




**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the Registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized as of the 20th day of March, 2006.













By:
            /s/
                Robert J. DeFrancoRobert
                J. DeFrancoSenior
                Vice President andChief
                Financial Officer