I'd start with a lightly used '06 LJ, add a StaK 3 Speed T'case, ProRock 60's w/ ARB's, RK 5.5 Triple Threat suspension, and 35" MT/R K's.
$15,000 for a clean LJ w/ 50 to 60K
$2899.00 STAK - 4.33:1, 2.43:1, and 1:1
$3,199.00 Suspension
$6399.00 Rear TJ ProRock w/ ARB
$7299.00 Front TJ ProRock w/ ARB
$2,003.32 5 Tires
$1020.00 Interco Birddog 17x9 wheels
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For a total of $37850.00 - that pretty much takes care of a 40K check...