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                                                                 EXHIBIT 10.37.2

                              AMENDMENT NO. 5 TO
                              ------------------
                        PURCHASE AND SALE AGREEMENT AND
                       --------------------------------
                           JOINT ESCROW INSTRUCTIONS
                           -------------------------
                           AND SIDE LETTER AGREEMENT
                           -------------------------

          THIS AMENDMENT NO. 5 TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS AND SIDE LETTER AGREEMENT (this "Amendment") is made and entered
                                              ---------
into and effective as of February 4, 2000, by and between KAISER VENTURES INC.,
a Delaware corporation and KAISER STEEL LAND DEVELOPMENT INC., a Delaware
corporation (collectively, "Seller"), and ONTARIO VENTURES I, LLC, a Delaware
                            ------
limited liability company ("Buyer").
                            -----

                                   RECITALS
                                   --------

          A.   WHEREAS, Buyer and Seller have entered into that certain Purchase
and Sale Agreement and Joint Escrow Instructions dated as of October 19, 1999 as
amended by that certain Amendment No. 1 to Purchase and Sale Agreement and Joint
Escrow Instructions and Side Letter Agreement dated as of November 2, 1999, by
that certain Amendment No. 2 to Purchase and Sale Agreement and Joint Escrow
Instructions and Side Letter Agreement dated as of November 12, 1999, by that
certain Amendment No. 3 to Purchase and Sale Agreement and Joint Escrow
Instructions and Side Letter Agreement dated as of November 19, 1999 and by that
certain Amendment No. 4 to Purchase and Sale Agreement and Joint Escrow
Instructions and Side Letter Agreement dated as of November 30, 1999
(collectively, the "Purchase Agreement"); and
                    ------------------

          B.   WHEREAS, pursuant to the Purchase Agreement, Buyer and Seller
have entered into that certain Side Letter Agreement dated as of October 19,
1999 which side letter was amended by the amendments to the Purchase Agreement
described in Recital A above (as amended, the "Side Letter Agreement"), the form
                                               ---------------------
of which was attached to the Purchase Agreement as Exhibit DD; and
                                                   ----------

          C.   WHEREAS, Buyer and Seller desire to again amend the Side Letter
Agreement and the Purchase Agreement, as more particularly set forth herein.

          NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Buyer and Seller
hereby agree as follows:

                                   AGREEMENT
                                   ---------

     1.   Amendments.  The Purchase Agreement and Side Letter Agreement are
          ----------
hereby amended as follows:

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          A.   The "Contingency Date" (as defined in Section 1.11 of the
Purchase Agreement) shall be extended further to March 6, 2000 and the sum of
Seventy-Five Thousand Dollars is therefore released to Seller as set forth in
Section 3.1.2.

          B.   The date by which Buyer and Seller shall negotiate in reasonable
good faith to finalize the remaining provisions of Exhibits E, G, K, L, M, M-I,
Q, Y and CC and attach them to the Purchase Agreement shall be further extended
to March 6, 2000. During the time between the date hereof and March 6, 2000, the
Parties shall diligently use reasonable good faith to finalize such Exhibits. In
the event that all of such Exhibits are not so agreed upon by such date, then
either Buyer or Seller may terminate the Purchase Agreement, in which event the
provisions of Section 4.7 thereto shall apply except that any portion of the
Deposit theretofore released to Seller shall not be refunded to Buyer.

          C.   Section 4.9 of the Purchase Agreement is hereby amended by
extending the date by which Buyer and Seller shall negotiate in good faith to
finalize the IT Contract and performance bond therefor or each of the Insurance
Policies so that they are acceptable to Seller to March 6, 2000. In the event
that all of such Insurance Policies, the IT Contract and the performance bond
therefor are not so agreed upon by such date, then either Buyer or Seller may
terminate the Purchase Agreement, in which event the provisions of Section 4.7
thereto shall apply except that any portion of the Deposit theretofore released
to Seller shall not be refundable to Buyer.

     2.   Buyer's Financial Abilities. Seller hereby confirms that it has
          ---------------------------
satisfied itself as to the Financial Abilities of Buyer set forth in Section
4.10 of the Purchase Agreement.

     3.   No Other Amendments. Except as expressly amended hereby, the Purchase
          -------------------
Agreement and the Side Letter Agreement are unchanged and in full force and
effect.

     4.   Counterparts. This Amendment may be executed in counterparts, each of
          ------------
which shall be an original and all of which taken together shall constitute the
same instrument.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the dates written below.

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Buyer:                        ONTARIO VENTURES I, LLC, a Delaware limited
-----                             liability company

                                  By:  LandBank Environmental Properties, LLC, a
                                       Delaware limited liability company, its
                                       Manager

                                       By:  LandBank, Inc., a Delaware
                                            corporation, its managing member


                                            By:  /s/ Stuart L. Miner
                                                 -----------------------------
Date Executed:    02/10/00                  Its: Principal
               --------------                    -----------------------------


Seller:                           KAISER VENTURES INC., a Delaware corporation
------

                                  By:  /s/ Lee R. Redmond
                                       ---------------------------------------
Date Executed:    02/08/00        Its: Sr. Vice President
               --------------          ---------------------------------------


                                  KAISER STEEL LAND DEVELOPMENT INC., a Delaware
                                  corporation


                                  By:  /s/ Lee R. Redmond
                                       ---------------------------------------
Date Executed:     02/08/00       Its: Vice President
               ---------------         ---------------------------------------



RECEIVED AND ACCEPTED THIS ____ DAY OF _________________, 2000.

ESCROW HOLDER:

CHICAGO TITLE INSURANCE COMPANY

By:_______________________
Its:______________________

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