KB HOME,

                                    Company,



                          THE GUARANTORS PARTY HERETO,

                                   Guarantors,



                                       and



                                 SUNTRUST BANK,

                                     Trustee



                                 ---------------



                          SECOND SUPPLEMENTAL INDENTURE



                                 ---------------



                            Dated as of June 30, 2004



                          6-3/8% Senior Notes due 2011



================================================================================

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         THIS SECOND SUPPLEMENTAL INDENTURE is dated as of June 30, 2004 among

KB HOME, a Delaware corporation (the "Company"), the Guarantors (as defined in

the Original Indenture referred to below), and SUNTRUST BANK, a banking

association duly organized and existing under the laws of Georgia (the

"Trustee").



                                    RECITALS



         WHEREAS the Company and the Guarantors have executed and delivered to

the Trustee an Indenture dated as of January 28, 2004 (the "Original

Indenture"), which Original Indenture has been previously amended and

supplemented by a First Supplemental Indenture dated as of January 28, 2004 (the

"First Supplemental Indenture"; and the Original Indenture, as supplemented and

amended by the First Supplemental Indenture and by this Second Supplemental

Indenture, is hereinafter called the "Indenture"), providing for the issuance by

the Company from time to time of its debt securities (the "Securities");



         WHEREAS, Section 901 of the Original Indenture provides that the

Company may enter into supplemental indentures to, among other things, establish

the form or terms of Securities of any series as permitted by Sections 201 and

301 of the Original Indenture and any deletions from or additions or changes to

the Original Indenture in connection therewith;



         WHEREAS the Company and the Guarantors propose in and by this Second

Supplemental Indenture to supplement and amend the Original Indenture in certain

respects to establish a series of Securities issued by the Company and

guaranteed by the Guarantors pursuant to the Indenture designated as the "6-3/8%

Senior Notes due 2011"; and



         WHEREAS the Company and the Guarantors have requested that the Trustee

execute and deliver this Second Supplemental Indenture and have certified that

all requirements necessary to make this Second Supplemental Indenture a valid

instrument in accordance with its terms have been satisfied, and that the

execution and delivery of this Second Supplemental Indenture have been duly

authorized in all respects.



         NOW THEREFORE, for and in consideration of the premises and the

purchase of the Notes (as defined below) by the Holders (as defined in the

Original Indenture) thereof, it is mutually covenanted and agreed, for the equal

and proportionate benefit of all Holders of the Notes as follows:



         SECTION 1. Definitions.



                  (a) Terms used herein and not defined herein have the meanings

ascribed to such terms in the Original Indenture.



                  (b) As used in this Second Supplemental Indenture, the

following terms have the meanings specified below:



         "Additional Interest" has the meaning set forth in the Initial

Registration Rights Agreement.



                                      -1-

{PAGE}

         "Additional Notes" means any additional Notes which may be issued from

time to time pursuant to a "re-opening" of the series of Notes as contemplated

by Section 2(a).



         "Applicable Procedures" means, with respect to any transfer or exchange

of or for beneficial interests in any Global Note, the rules and procedures of

the Depository and, if applicable, Euroclear or Clearstream, as the case may be,

that apply to such transfer or exchange.



         "Certificated Notes" has the meaning provided in Section 2(b).



         "Clearstream" means Clearstream Banking, S.A. and any successor

thereto.



         "Closing Date" means June 30, 2004.



         "DTC Legend" means, collectively, legends substantially in the form of

the legends appearing in the first and second paragraphs of Exhibit A hereto.



         "Euroclear" means Euroclear System and any successor thereto.



         "Exchange Notes" means Notes that are Exchange Securities (as defined

in the Initial Registration Rights Agreement).



         "Exchange Offer" has the meaning set forth in the Initial Registration

Rights Agreement.



         "Exchange Offer Registration Statement" has the meaning set forth in

the Initial Registration Rights Agreement.



         "Global Notes" has the meaning provided in Section 2(b). For purposes

of clarity, it is hereby confirmed that the Global Notes constitute global

Securities as referred to in the Original Indenture and that the term "Global

Notes" includes the Regulation S Global Notes and the Rule 144A Global Notes or

any of them.



         "Indirect Participant" means a Person who holds a beneficial interest

in a Global Note through a Participant.



         "Initial Purchasers" means the initial purchasers named in the Purchase

Agreement.



         "Initial Registration Rights Agreement" means the Registration Rights

Agreement dated as of June 30, 2004 among the Company, the Guarantors and the

Initial Purchasers.



         "Letter of Transmittal" means a letter of transmittal as contemplated

by Section 2(a) of the Initial Registration Rights Agreement.

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