KAISER VENTURES LLC
FIFTH AMENDMENT TO EAGLE MOUNTAIN LEASE
<DOCUMENT>
<TYPE>EX-10.3.5
<SEQUENCE>4
<FILENAME>dex1035.txt
<DESCRIPTION>FIFTH AMENDMENT TO EAGLE MOUNTAIN LEASE
<TEXT>
<PAGE>

                                                                  EXHIBIT 10.3.5
                                                                  --------------


                                 Fifth Amendment

                                       To

                              Eagle Mountain Lease

                                     Between

                        Management & Training Corporation

                                       And

                              Kaiser Ventures Inc.



                             Effective July 1, 2001







<PAGE>

                            Fifth Amendment to Lease
                            ------------------------

         THIS AMENDMENT is made effective as of July 1, 2001, by and between
KAISER VENTURES INC. (Landlord) and MANAGEMENT AND TRAINING CORPORATION (Tenant)
to that certain Eagle Mountain Lease between Landlord and Tenant dated November
16, 1987 as modified by the FIRST AMENDMENT to Eagle Mountain Lease between
Landlord and Tenant dated effective July 1, 1990, as further modified by the
SECOND AMENDMENT to Eagle Mountain Lease between Landlord and Tenant dated
effective November 10, 1992, as further modified by the THIRD AMENDMENT TO Eagle
Mountain Lease between Landlord and Tenant effective November 16, 1997 and as
further modified by the FOURTH AMENDMENT to Eagle Mountain Lease between
Landlord and Tenant effective February 1, 1999 (collectively, the Lease").

It is expressly covenanted and agreed by and between Landlord and Tenant as
follows:

Article II - Term
-----------------

           3.01    This section is amended to extend this Lease for twelve (12)
                   months. This lease will, therefore, continue through June 30,
                   2002. Accordingly, Section 3.01 is hereby amended to read in
                   its entirety as follows:

                   "Unless sooner terminated as provided in this Lease, the term
                   of this Lease shall end at midnight, June 30, 2002.

Article XXIV - Notices
----------------------

           24.01   This article is amended to change the Tenant's name and
                   address as follows:

                   Tenant:  Management and Training Corporation
                            P.O. Box 10
                            500 North Marketplace Drive
                            Centerville, UT  84014
                            Attention:  Vice President

                                        1

<PAGE>

Confirmation of All Other Lease Provisions
------------------------------------------

           Except as expressly provided herein, all other provisions of the
Lease as amended to date, remain in full force and effect and are unchanged by
this Amendment.

           IN WITNESS WEREOF, the parties have executed this FIFTH AMENDMENT TO
THE LEASE to be effective as of the day and year first above written
notwithstanding the actual date of signature.

MANAGEMENT AND TRAINING CORPORATION

By:  /s/Ron Russell                                   Date:  7/9/01
     --------------------------------                        -------------

Its: Sr. Vice President Corrections
     --------------------------------


KAISER VENTURES INC.

By:  /s/ Terry L. Cook                                Date:  7/23/01
     --------------------------------                        -------------

Its: Exec. Vice President
     --------------------------------

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</DOCUMENT>
