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                                  EXHIBIT 10.5

                     GREAT WESTERN LAND AND RECREATION, INC.

                          AMENDED AND RESTATED BY-LAWS

                                    ARTICLE I
                                     OFFICES

                  Section 1. The principal office shall be in Scottsdale,
Arizona, or any other place as the board of directors may from time to time
determine.

                  Section 2. The corporation may also have offices at such other
places both within and without the State of Nevada as the board of directors may
from time to time determine or the business of the corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

                  Section 1. Annual and special meetings of the stockholders may
be held at such times and places within or without the State of Nevada as shall
be stated in the notices of the meetings, or in a duly executed waiver of notice
thereof.

                  Section 2. Annual meetings of stockholders shall be held at a
time and place to be determined by the board of directors which, in any event,
may not be more than eighteen months after the date of the last annual meeting,
at which time they shall elect a board of directors and transact such other
business as may properly be brought before the meeting.

                  Section 3. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the articles
of incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

                  Section 4. Notices of meetings shall be in writing and signed
by the president or a vice president, or the secretary, or an assistant
secretary, or by such other person or persons as the directors shall designate.
Such notice shall state the purpose or purposes for which the meeting is called
and the time when, and the place, which may be within or without this state,
where it is to be held. A copy of such notice shall be either delivered
personally to or shall be mailed, postage prepaid, to each stockholder of record
entitled to vote at such meeting not less than ten nor more than sixty days
before such meeting. If mailed, it shall be directed to a stockholder at his
address as it appears upon the records of the corporation and upon such mailing
of any such notice, the service thereof shall be complete, and the time of the
notice shall begin to run from the date upon which such notice is deposited in
the mail for transmission to such stockholder. Personal delivery of any such
notice to any officer of a corporation or association, or to any member of a
partnership shall constitute delivery of such notice to such corporation,
association or partnership. In the event of the transfer of stock after delivery
or mailing of the notice of and prior to the holding of the meeting it shall not
be necessary to deliver or mail notice of the meeting to the transferee.

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                  Section 5. Business transacted at any special meeting of
stockholders shall be limited to the purpose stated in the notice.

                  Section 6. A majority of the stockholders, holding shares of
stock issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute or by the articles of incorporation. If, however, such quorum shall not
be present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the meeting as
originally notified.

                  Section 7. When a quorum is present or represented at any
meeting, the vote of the holders of a majority of the stock having voting power
present in person or represented by proxy shall decide any question brought
before such meeting, unless the question is one upon which by express provision
of the statutes or of the articles of incorporation a different vote is required
in which case such express provision shall govern and control the decision of
such question.

                  Section 8. Every stockholder of record of the corporation
shall be entitled at each meeting of stockholders to one vote for each share of
stock standing in his name on the books of the corporation.

                  Section 9. At any meeting of the stockholders, any stockholder
may be represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that any such instrument in writing shall designate two or
more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by such written instrument upon all of the
persons so designated unless the instrument shall otherwise provide. No such
proxy shall be valid after the expiration of six months from the date of its
execution, unless coupled with an interest, or unless the person executing it
specifies therein the length of time for which it is to continue in force, which
in no case shall exceed seven years from the date of execution. Subject to the
above, any proxy duly executed is not revoked and continues in full force and
effect until an instrument revoking it or a duly executed proxy bearing a later
date is filed with the secretary of the corporation.

                  Section 10. Any action, which may be taken by the vote of the
stockholders at a meeting, may be taken without a meeting if authorized by the
written consent of stockholders holding at least a majority of the voting power,
unless the provisions of the statutes or the articles of incorporation require a
greater proportion of voting power to authorize such action in which case such
greater proportion of written consents shall be required.

                                   ARTICLE III
                                    DIRECTORS

                  Section 1. The board of directors shall consist of not fewer
than one nor more than 15 members. The number of directors may be increased or
decreased from time to time by resolution of the board of directors, but no
decrease in the number of directors shall change the term of any director in
office at the time thereof. The directors shall be elected at the annual meeting
of stockholders, and except as provided in Section 2 of this Article, each

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director elected shall hold office until his or her successor is elected and
qualified or until his or her earlier resignation or removal. Any director may
resign at any time upon written notice to the corporation. Directors need not be
stockholders.

                  Section 2. Vacancies, including those caused by an increase in
the number of directors, may be filled by a majority of the remaining directors
though less than a quorum. When one or more directors shall give notice of his
or their resignation to the board, effective at a future date, the board shall
have power to fill such vacancy or vacancies to take effect when such
resignation or resignations shall become effective, each director so appointed
to hold office during the remainder of the term of office of the resigning
director or directors.

                  Section 3. The business of the corporation shall be managed by
its board of directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by articles of
incorporation or by these by-laws directed or required to be exercised or done
by the stockholders.

                  Section 4. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Nevada.

                       MEETINGS OF THE BOARD OF DIRECTORS

                  Section 5. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed by the vote of
the stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given hereinafter provided for special
meetings of the board of directors, or shall be specified in a written waiver
signed by all the directors.

                  Section 6. Regular meetings of the board of directors may be
held without notice at such time and place as shall from time to time be
determined by the board.

                  Section 7. Special meetings of the board of directors may be
called by the president or secretary on the written request of two directors.
Written notice of the special meetings of the board of directors shall be given
to each director before the date of the meeting.

                  Section 8. A majority of the board of directors, at a meeting
duly assembled, shall be necessary to constitute a quorum for the transaction of
business and the act of the majority of the directors present at any meeting at
which a quorum is present shall be the act of the board of directors, except as
may be otherwise specifically provided by the statute or by the articles of
incorporation. Any action required or permitted to be taken at a meeting of the
directors may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all the directors entitled to vote with
respect to the subject matter thereof.

                             COMMITTEES OF DIRECTORS

                  Section 9. The board of directors may, by resolution passed by
a majority of the whole board, designate one or more committees, each committee
consist of one or more of the directors of the corporation, which, to the extent
provided in the resolution, shall have and

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may exercise the powers of the board of directors in the management of the
business and affairs of the corporation, and may have power to authorize the
seal of the corporation to be affixed to all papers which may require it. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the board of directors.

                  Section 10. The committees shall keep regular minutes of their
proceedings and report the same to the board when required.

                            COMPENSATION OF DIRECTORS

                  Section 11. The directors may be paid their expenses, if any,
of attendance at each meeting of the board of directors and may be paid a fixed
sum for attendance at each meeting of the board of directors or as a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefore. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV
                                     NOTICES

                  Section 1. Notices to directors and stockholders shall be in
writing and delivered personally or mailed to the directors or stockholders at
their addresses appearing on the books of the corporation. Notice by mail shall
be deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegrams.

                  Section 2. Whenever all parties entitled to vote at any
meeting, whether of directors or stockholders, consent, either by a writing on
the records of the meeting or filed with secretary, or by presence at such
meeting and oral consent entered on the minutes, or by taking part in the
deliberations at such meeting without objection, the doings of such meetings
shall be as valid as if had a meeting regularly called and noticed, and at such
meeting any business may be transacted which is not excepted from the written
consent or to the consideration of which no objection for want of notice is made
at the time, and if any meeting be irregular for want of notice or of such
consent, provided a quorum was present at such meeting, the proceedings of such
meeting may be ratified and approved and rendered likewise valid and the
irregularity or defect therein waived by a writing signed by all parties having
the right to vote at such meetings; and such consent or approval of stockholders
may be by proxy or attorney, but all such proxies and powers of attorney must be
in writing.

                  Section 3. Whenever any notice whatever is required to be
given under the provisions of the statutes, of the articles of incorporation or
of these by-laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.

                                    ARTICLE V
                                    OFFICERS

                  Section 1. The officers of the corporations shall be chosen by
the board of directors and shall be a chief executive officer, a president, a
vice president, a secretary and a treasurer. Any person may hold two or more
offices.

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                  Section 2. The board of directors at its first meeting after
each annual meeting of stockholders shall choose a president, a vice president,
a secretary and a treasurer, none of whom need be a member of the board.

                  Section 3. The board of directors may appoint additional vice
presidents, and assistant secretaries and assistant treasurers and such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.

                  Section 4. The salary of the chief executive officer of the
corporation shall be fixed by the board of directors. A salary range for each of
the other officers of the corporation shall be fixed by the board of directors,
with the exact salary being determined by the chief executive officer.

                  Section 5. The officers of the corporation shall hold office
until their successors are chosen and qualify. Any officer elected or appointed
by the board of directors may be removed at any time by the affirmative vote of
a majority of the board of directors. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise shall be filled by the
board of directors.

                           THE CHIEF EXECUTIVE OFFICER

                  Section 6. The chief executive officer shall preside at all
meetings of the stockholders and the board of directors, shall have general and
active management of the business of the corporation, and shall see that all
orders and resolutions of the board of directors are carried into effect.

                                  THE PRESIDENT

                  Section 7. The President shall assist the chief executive
officer in the general and active management of the business of the corporation,
and shall oversee the administrative functions of the corporation. He shall
execute bonds, mortgages and other contracts requiring a seal, under the seal of
the corporation, except where required or permitted by law to be otherwise
signed and executed and except where the signing and execution thereof shall be
expressly delegated by the boar of directors to some other officer or agent of
the corporation.

                               THE VICE PRESIDENT

                  Section 8. The vice president shall, in the absence or
disability of the president, perform the duties and exercise the powers of the
president and shall perform such other duties as the board of directors may from
time to time prescribe.

                                  THE SECRETARY

                  Section 9. The secretary shall attend all meetings of the
board of directors and all meetings of the stockholders and record all the
proceedings of the meetings of the corporation and of the board of directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the board of
directors, and shall perform such other duties as may be prescribed by the board
of directors or president, under whose supervision he shall be. He shall keep in
safe custody the seal of the corporation and, when authorized by the board of
directors, affix the same to any instrument requiring it and,

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when so affixed, it shall be attested by his signature or by the signature of
the treasurer or an assistant secretary.

                                  THE TREASURER

                  Section 10. The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the board of
directors.

                  Section 11. He shall disburse the funds of the corporation as
may be ordered by the board of directors taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
the regular meetings of the board, or when the board of directors so requires,
an account of all his transactions as treasurer and of the financial condition
of the corporation.

                  Section 12. If required by the board of directors, he shall
give the corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the board of directors for the faithful performance of
the duties of his office and for the restoration to the corporation, in case of
his death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

                                   ARTICLE VI
                              CERTIFICATES OF STOCK

                  Section 1. Every stockholder shall be entitled to have a
certificate, signed by the president or a vice president and the treasurer or an
assistant treasurer, or the secretary or an assistant secretary of the
corporation, certifying the number of shares owned by him in the corporation.
When the corporation is authorized to issue shares of more than one class or
more than one series of any class, there shall be set forth upon the face or
back of the certificate, or the certificate shall have a statement that the
corporation will furnish to any stockholders upon request and without charge, a
full or summary statement of the designation, preferences and relative,
participating, optional or other special rights of the various classes of stock
or series thereof and the qualifications, limitations or restrictions of such
rights, and, if the corporation shall be authorized to issue only special stock,
such certificate shall set forth in full or summarize the rights of the holders
of such stock.

                  Section 2. When any certificate is countersigned or otherwise
authenticated by a transfer agent or transfer clerk, and by a registrar, then a
facsimile of the signature of the officers or agents of the corporation may be
printed or lithographed upon such certificate in lieu of the actual signatures.
In case any officer or officers who shall have signed, or whose facsimile
signature or signatures shall have been used on, any such certificate or
certificates shall cease to be such officer or officers of the corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the corporation, such certificate or
certificates may nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates, or whose facsimile signature or signatures shall have been used
thereon, had not ceased to be the officer or officers of such corporation.

                                LOST CERTIFICATES

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                  Section 3. The board of directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the board of directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost or destroyed.

                                TRANSFER OF STOCK

                  Section 4. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

                            CLOSING OF TRANSFER BOOKS

                  Section 5. The directors may prescribe a period not exceeding
sixty days prior to any meeting of the stockholders during which no transfer of
stock on the books of the corporation may be made, or may fix a day not more
than sixty days prior to the holding of any such meeting as the day as of which
stockholders entitled to notice of and to vote at such meeting shall be
determined; and only stockholders of record on such day shall be entitled to
notice or vote at such meeting.

                             REGISTERED STOCKHOLDERS

                  Section 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Nevada.

                                   ARTICLE VII
                               GENERAL PROVISIONS
                                    DIVIDENDS

                  Section 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the articles of the incorporation, if
any, may be declared by the board of directors at any regular or special meeting
pursuant to law. Dividends may be paid in cash, in property, or in shares of the
capital stock, subject to the provisions of the articles of incorporation.

                  Section 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for

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such other purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserves in the
manner in which it was created.

                                     CHECKS

                  Section 3. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.

                                   FISCAL YEAR

                  Section 4. Fiscal year of the corporation shall be fixed by
resolution of the board of directors.

                                      SEAL

                  Section 5. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its incorporation and the words "Corporate
Seal, Nevada."

                                  ARTICLE VIII
                                   AMENDMENTS

                  Section 1. These by-laws may be altered or repealed at any
regular meeting of the stockholders or of the board of directors or at any
special meeting of the stockholders or of the board of directors if notice of
such alteration or repeal be contained in the notice of such special meeting.

                                   ARTICLE IX
                            NEVADA CONTROL SHARE ACT

                  Section 1. To the maximum extent allowed by law, the
corporation hereby elects not to be subject, and will not be subject, to the
Nevada Control Share Act, which is found at Nevada Revised Statutes Sections
78.378 to 78.3793, as they may be amended from time to time.

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