See if you can get through this without laughing.

In 2005, a renowned dinosaur expert and author of children's books, together with a self-proclaimed economic development expert with a PhD from a diploma mill, sells a community development agency in the sticks north of Houston on the idea of a $50 million dinosaur-themed amusement park. In a year, the idea is expanded to a half-billion-dollar, 500-acre, environmentally themed juggernaut called EarthQuest, which calls for things like a water park formed by a man-made retreating glacier; mountains; a volcano; a submarine excursion among gigantic scaly sea creatures with glowing eyes; roller coasters; a racetrack for corn-fuel-powered go-karts; and a place where kids can go to watch "hip" scientists fiddle about in a lab with giant tubes full of algae. The racetrack is framed with banners that say things like "Put the Corn in Cornering!" No, really.

The proposed site — 1,564 acres in all — is owned by a company overseen by a guy who will go on to launch a multilevel-marketing scheme in which distributors can get rich by selling tap water infused with cancer-fighting agents.

The East Montgomery County Improvement District issues $7.6 million in bonds to finance the project and promotes the bejesus out of it, saying the first phase should be completed by 2010. The District has no transparency or accountability, so their president and staff do things like treat themselves to $2,000 dinners at Pappas and trips to Las Vegas. Their president, consultant, board members and some of their family members "study" theme parks in Canada and the Bahamas. A few go to China for some reason.

They charge everything they can think of to their District credit cards, such as mileage on a 1/8-mile trip across the District office's parking lot. No one in the community knows. Working for the District is a major windfall. You can do whatever you want. You can tell people that EarthQuest is still on track, even though the company that owns the land — the one partially owned by the dude selling magic tap water — astonishingly goes bankrupt in 2011.

Then some uppity local newspaper called the Tribune, which thinks the public has a right to know what's being done with its tax dollars, starts investigating. The newspaper uncovers the bankruptcy and the dubious backgrounds of some of the key players. It reveals questionable connections and expenditures.

Suddenly, some residents on the east side of Montgomery County take notice. They ask questions. The president of the District disparages the newspaper reports and says they're "moving forward." The guy elevates vagueness to an art form, showing that he's worth every cent of his $97,000 salary and recent $50,000 bonus, even though EarthQuest exists only on paper.

For something touted as the only amusement park of its kind in the world, an attraction that would put AstroWorld to shame, very few people involved in the project actually want to talk about it. Some even try to distance themselves from it.

EarthQuest was supposed to bring money and jobs to a rural community, but the only people it's brought money to so far are the people who dreamed it up, and who are still trying to sell something that doesn't exist.

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In the beginning, there was an idea for a dinosaur park, and it was good.

"Dino" Don Lessem, a former science reporter for The Boston Globe, had fallen in love with dinosaurs after covering an archaeological dig in Mongolia. He decided to devote his life to the creatures, eventually building and designing permanent and traveling museum exhibits; writing dozens of children's books; hosting Discovery Channel and NOVA documentaries; and advising for both the Jurassic Park movie and theme park ride.

"I never had a permanent dinosaur attraction, and I thought, you know, museums do it in kind of a boring way. I wanted to make something more exciting, and on a permanent basis," Lessem tells the Houston Press from his office outside of Philadelphia. He scouted locations in the West, one of which was Lake Havasu City, Arizona, home to the London Bridge and a dude named Don Holbrook.

At the time, Holbrook headed the Lake Havasu City Partnership for Economic Development. Ultimately, the two Dons decided Lake Havasu City's older population wasn't right for a dinosaur park. Which worked out, because after the Partnership decided not to renew Holbrook's contract, Lessem hired Holbrook, who had always been excited about the dino-park, to help bring his dream to fruition.

Holbrook, according to Lessem, wrote and disseminated a request for proposal to dozens of cities across the country and got a few nibbles from small communities in Texas.

"He wrote to the State of Texas Tourism Board and said, 'You know, [if] you want this project, you better come up with some better places.' So they put out kind of an all-points bulletin and got two communities — one outside Dallas...and East Montgomery County responding," Lessem says. He found the latter to be better organized and just as enthusiastic about the educational aspects he wanted to bring to the park.

Lessem was impressed by Holbrook's supposed credentials and didn't check references or verify Holbrook's background. From Lessem's perspective, appearance was incredibly important in the economic development industry.

"His profession is about professional bullshitting," Lessem says.

Lessem learned just how important Holbrook thought appearance was when Holbrook asked him to dress like a big shot — or Holbrook's idea of a big shot — during the wheeling-and-dealing process. In the requests for proposal, Holbrook had not disclosed Don Lessem as the creator, saying instead that someone in the "entertainment industry" was behind the project. Lessem says that Holbrook even wanted him to act the part during the wheeling and dealing.

"I remember going to a meeting with a state legislator where I was told I should dress up like a Hollywood character," Lessem recalls with a chuckle. "...I was supposed to sit in the back with, like, Armani sunglasses and a cashmere turtleneck."

Thanks in large part to Holbrook, Lessem says, the Texas Legislature passed a bill creating a special tax zone comprising the future location of the park, nearly 1,600 acres off U.S. 59 that had been owned for a century by Rice University. Lessem says he was told that the property was owned outright by Dallas-based developer Marlin Atlantis, who paid for the feasibility studies and site analyses that ultimately determined that the area was ready for way more than a mere 50-acre dinosaur park. It was based in part on these reports — which the East Montgomery County Improvement District has yet to make public — that the idea for a project of EarthQuest's magnitude was born.

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Spread over more than 500 acres, EarthQuest is planned to be an experience unlike any other in the country: a theme park with elaborate areas set up for "Land," "Life," "Sky," "Pangea" and "Water." Per the EarthQuest Web site, "Attractions in each zone are introduced by a team of hip young scientists. These characters appear throughout the park, both in media and graphics, and possibly as walk-around streetmosphere players or guides presenting impromptu shows and demonstrations."

Then there's EarthWalk, a "shady street" lined with 60,000 square feet of "eco-friendly shops, restaurants and entertainment venues," and a resort hotel "surrounded by lush waterfalls, natural woods, native plants, and eco-friendly facilities."

But, based on the questionable business practices and apparent self-interest of some of the key players, the project should probably be called ClusterQuest.

Right off the bat, the biggest problem was that Marlin Atlantis didn't actually own the property. It was held by an entity called Whitestone, created by Marlin Atlantis honchos John Marlin and Roscoe Frederick "Trey" White III, which borrowed $19.6 million to purchase it.

Marlin was just getting his feet wet as a developer; White had made a name for himself by creating a successful real estate Web site that was bought by HomeStore.com.

In 2003, White founded White Energy, a producer of ethanol. After White Energy went bankrupt in 2009, White jumped into the always respectable multilevel-marketing industry, peddling bottles of water called Evolv which supposedly contained cancer-fighting and anti-inflammatory agents.

The promotional materials for White's myriad corporations often referred to him as a billionaire, something White himself never professed, but never appeared to discourage. Although EarthQuest was going to be built on land owned by White's empire, he preferred to focus on Evolv, leaving the hands-on stuff to his partner, John Marlin.

When Lessem's idea of a nonprofit was incorporated as the EarthQuest Institute, White sat back and let Marlin take the reins. But Marlin and Lessem clashed, as Marlin's hands-on activities allegedly included screaming in Lessem's face for no discernible reason.

When asked if Lessem felt that Marlin pressured him into resigning from the board, Lessem puts it like this: "He walks into a board meeting and says, 'I don't like the way you run the organization, you have to quit.'...I sensed a certain pressure in there, subtly...But ultimately, I felt I had to go along with it, because his support of the entire project was at that point vital." (Marlin could not be reached for comment; multiple calls to multiple extensions at Marlin Atlantis's office went straight to voice mail. The Press left messages with two of Marlin's bankruptcy attorneys, as well as his wife, who for some reason was surprised to hear that no one ever answers the phone at her husband's office.)

Lessem outlined his concern in a few letters to the EarthQuest Institute board. In one he wrote, "Not one person among us has significant national or local contacts among the business and personal philanthropic communities. None of us has the right kind of board experience for leading what was chartered as an international educational effort. None of us has been able to set this organization on the right course...We all need to remember that this is an organization we SERVE, not our fiefdom to control."

Marlin clearly felt that his development company should have a major stake in the Institute, which is why he installed a Marlin Atlantis employee named Deborah Thomas as chief financial officer. Her 2009 salary was listed on federal tax returns as $140,000 for a 20-hour workweek. Lessem says board members deferred half their salaries. (When reached on the phone by the Press, Thomas referred all questions to East Montgomery County Improvement District President Frank McCrady and declined to discuss her work with the Institute. She was just one of many current and erstwhile EarthQuest players, including McCrady, who either didn't want to comment for this story, or didn't want to admit that they once had something to do with EarthQuest).

Lessem says of Marlin Atlantis's involvement: "It's hard to blame EMCID for trying, but not being expert enough to do their financial investigating of...a company that did a lot of bullshitting that they had the capacity to make this happen."

But it seems there was plenty of bullshitting to go around, with much of it spewed by both McCrady and his dubious consultant, Don Holbrook. With Lessem out of the picture, EarthQuest's destiny seemed to be largely in their hands.

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Because local media expressed exactly zero skepticism about McCrady's and Holbrook's royal proclamations, their lavish trips and spending sprees went unnoticed for years.

It wasn't until a reporter for the Houston Community Newspapers chain, Cynthia Calvert, left her post to launch her own paper, The Tribune, that someone actually tried to find out the real story.

Much to McCrady's dismay, Calvert broke the story earlier this year about Whitestone's bankruptcy. Things like that weren't supposed to happen. McCrady was supposed to tell the public and the media that everything was going fine, and they were supposed to smile like idiots and take him at his word, and he was supposed to take his annual cost-of-living raise, party in Vegas on the District's dime, and use the District's AmEx and Visa to charge things like $1,000 for an apparent jalapeño popper-fueled orgy at a TGI Friday's in Humble.

Calvert's reporting, and that of Tribune Editor Geoff Geiger, also uncovered public records showing that the District paid for a 12-day reconnaissance of theme parks in Canada, Orlando, the Bahamas and China for McCrady, Holbrook and their families. The District also covered a first-class flight to Tokyo and Saigon for McCrady, a District board member, the District's attorney and an engineer.

Calvert also looked into Holbrook's background and came up with more questions than answers.

A self-described maverick with a fondness for portmanteaus ("thrivival" = thriving + survival), Holbrook is the kind of guy who loves to make bold, if often weird, claims, like his assertion that he "launched the first economic development Web site in the world in 1991."

He claims elsewhere to have "worked on over 100 projects representing over $1 billion...in capital investment, generating more than 50,000 jobs in his nearly 20 years in the profession." Neither Calvert nor the Press was able to find documentation to support this.

He also claims to have authored "the best selling book in the economic development industry," which is a remarkable feat for a self-published book whose sole professional review came from Kirkus Indie, a fee-for-review service for self-published authors. (Holbrook has self-published three books. Until recently, he hawked these books on the EarthQuest Institute's Web site and Facebook page.)

It would have been wonderful if Holbrook had quickly clarified some of these matters, but, after an initial phone interview, Holbrook didn't return the Press's calls. He had dismissed Calvert's work for the Tribune and was suspicious of reporters' motivations.

"You've got media that writes purely investigative reporting...and then you've got...yellow tabloid journalism," Holbrook told the Press. "And if you're referring to the Tribune, you know, they report infactual stuff that's not factual at all [sic]. And they don't seem to want to actually report the information that's factual if you do give it to them."

Holbrook seems to have had some initial success in the early-to-mid-1990s, working as the economic developer for the city of Crookston, Minnesota. However, he didn't seem to find much success after leaving Crookston. A gig as executive director of the Red Wing, Minnesota, Port Authority, was short-lived; hired in 1996, he was fired in 1998 after some of the Port Authority commissioners questioned his résumé.

Holbrook claimed to have a doctorate and MBA from LaSalle University, an online institution subsequently exposed as a diploma mill. While most LaSalle "students" simply wrote checks for their degrees, some poor saps actually thought they were writing term papers and theses for a legitimate university. Holbrook, who has said he wrote thousands of pages for LaSalle courses and spent years on his dissertation, appears to have fallen in the latter camp.

The Port ultimately fired Holbrook for what they believed to be fraud; Holbrook sued for breach of contract. The suit was settled out of court, with the Port paying Holbrook $160,000 to cover court costs, and the Port also issued a "letter of misunderstanding," saying Holbrook had not lied on his résumé, he just wasn't able to produce certain documents in time.

From there it was on to his short stint in Lake Havasu City, followed by an acrimonious few years as executive director of the Wayne County (Indiana) Economic Development Corporation, where he started off on the wrong foot by spending $10,000 on new office furniture, including $8,000 for a desk.

When a board member and a former Corporation staff attorney questioned these and other expenditures, Holbrook hired a lawyer to dash off letters threatening them with legal action if they didn't stop making "untrue and malicious statements."

The local paper, the Palladium-Item, followed with an editorial calling for Holbrook's ouster, saying, "Holbrook's flagrant bullying involves tactics designed to silence critics of a public official's public spending and performance. His actions follow a pattern from past employment, a pattern that stifles needed public discourse and disclosure."

It's also a pattern that would repeat with EarthQuest.

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Although he had the occasional speaking gig after leaving Indiana, Holbrook had no steady job.

But thanks to "Dino" Don Lessem and Frank McCrady, Holbrook experienced a career jump start. Now he could tell people he was an integral part of what would be a truly groundbreaking theme park. He included the EarthQuest story in one of his books and got an EarthQuest Institute board member to write the forward to another book.

He worked closely with EarthQuest designer Chris Brown, a former Disney engineer who founded Los Angeles-based Contour Entertainment. Contour makes excellent renderings, but it's not a developer, and not all of its cool drawings come to life. Brown told the Press that, while Contour designed a large entertainment center currently under construction in Dubai, no ­Contour-designed theme parks on the scale of EarthQuest have been completed in the last ten years. The things that have been completed include a casino in Phnom Penh, Cambodia, and a traveling, multimedia Star Trek exhibit, complete with flight simulator.

Holbrook and Brown sought other consulting jobs that often dovetailed with District business. During the time the duo pitched an economic study to councilmembers of a Cleveland suburb in August 2011, Holbrook used his District-issued American Express.

Citing their EarthQuest credentials, the two also contracted with the town of Pahrump, outside Las Vegas, to provide an economic feasibility study as well as some novel ideas for attractions, including something called Think Tank!, in which people could pay around $500 to drive a tank around for a few hours. In addition to tank stuff, Think Tank! could also feature a separate area for a mortar firing range. There was also the Hot Shots golf range, where you could drink alcoholic beverages while firing Titleists out of a machine gun.

Holbrook apparently liked Pahrump so much, he wanted to export a little of it to east Montgomery County: The town is home to Front Sight, the largest outdoor shooting range in the country. Its owner, Ignatius Piazza, wanted to build homes and schools around the business, creating what he called the safest community in the U.S. He sold home lots for hundreds of thousands, and when the community was never built, some consumers felt they'd been ripped off. They sued Piazza in federal court, and Front Sight briefly ended up in receivership.

Recently, McCrady announced that Front Sight may soon build an indoor firing range in east Montgomery County. (Piazza would not return calls seeking confirmation.)

Back in Pahrump, the Valley Times soon picked up on Calvert's stories, causing headaches for Holbrook and McCrady. Between the Tribune and a self-appointed online scambuster named Heather Dobrott, EarthQuest was under scrutiny for the first time, and something had to be done. The final straw was probably when Dobrott posted Facebook photos of McCrady and Holbrook partying in Las Vegas with their wives and Brown; at one point the women are pictured dancing on a table.

The District called a special meeting in early March, supposedly to quash rumors and explain the latest developments.

McCrady kicked off the meeting, held at the East Montgomery County Improvement District office in New Caney, by assuring the 60 or so people in attendance that EarthQuest was still a go.

It's a slight variation on a theme McCrady's been playing for five years, the only difference being that this time McCrady acknowledges that the national recession has delayed development. For the most part, McCrady probably could have sent a slightly modified tape-recorded speech in his place, with a loop that echoed his quotes from a 2009 East Montgomery County Observer article: "The Houston market is ready" for a theme park of EarthQuest's magnitude, and that groundbreaking was expected at the end of 2009 or beginning of 2010.

McCrady's mantra for the evening was "moving forward." He said it so often that it would have made a terrific drinking game: Take a shot every time he said it. He said that residential developer D.R. Horton had already made an offer on the land held by the bankrupt Whitestone, and that he expected the judge overseeing the case to approve the sale, meaning the land might be free and clear for groundbreaking in 18 months. (D.R. Horton's spokesperson didn't return the Press's calls.)

Perhaps the highlight was when he assured the audience that while a $1,600 dinner at Chez Nous in Humble might look fun on paper, that and other expensive outings were actually high-pressure, cutthroat courtships wherein East Montgomery County was competing with communities across the country and had to do whatever it could to stand out.

At one point, he got a bit testy and suggested that, if the public thought he was spending too much money on travel and expensive meals in order to bring new business to the area, "We can sit in the office and wait for someone to walk in the door."

The thing is, EarthQuest would likely be in the same place — i.e., no place — if McCrady had just sat in the office.

McCrady gave no specifics or assurances, something that appears to have been deliberate. To wit, when one resident stood up and asked to confirm that McCrady had said he assured a groundbreaking in 18 months, McCrady was quick to correct.

"I didn't say, 'I assure,'" he said. "I said, 'We're going to continue to move forward.'"

There it is. Take a shot.

craig.malisow@houstonpress.com