KB HOME,

                                    Company,



                          THE GUARANTORS PARTY HERETO,

                                   Guarantors,





                                       and





                                 SUNTRUST BANK,

                                     Trustee



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





                          FIRST SUPPLEMENTAL INDENTURE





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







                          Dated as of January 28, 2004







                            5 3/4% Senior Notes due 2014









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



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        THIS FIRST SUPPLEMENTAL INDENTURE (this "First Supplemental Indenture")

is dated as of January 28, 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;"

the Original Indenture, as amended and supplemented by this First 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 a supplemental indenture 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 First

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 "5 3/4%

Senior Notes due 2014"; and



        WHEREAS the Company and the Guarantors have requested that the Trustee

execute and deliver this First Supplemental Indenture and have certified that

all requirements necessary to make this First Supplemental Indenture a valid

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

execution and delivery of this First 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 First Supplemental Indenture, the following terms

have the meanings specified below:



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

Registration Rights Agreement.



        "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).







                                     - 1 -

{PAGE}

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



        "Closing Date" means January 28, 2004.



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

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



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

Rights Agreement.



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

the Initial Registration Rights Agreement).



        "First Supplemental Indenture" means this First Supplemental Indenture

dated as of January 28, 2004 among the Company, the Guarantors and the Trustee,

as originally executed and delivered or, if amended or supplemented as provided

in the Indenture, as so amended or supplemented, and shall include the form and

terms of the Notes established hereby.



        "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.



        "Initial Registration Rights Agreement" means the Registration Rights

Agreement dated as of January 28, 2004 among the Company, the Guarantors and the

Initial Purchasers.



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

Agreement.



        "Notes" means the series of Securities issued pursuant to the Indenture

designated as the 5 3/4% Senior Notes due 2014, including Notes initially issued

on the Closing Date, any Exchange Notes or Private Exchange Notes issued in

exchange for any other Notes, and any other Notes issued after the Closing Date

under the Indenture. For purposes of the Indenture, all Notes, including,

without limitation, Exchange Notes, Private Exchange Notes and Additional Notes,

shall vote together and otherwise constitute a single series of Securities under

the Indenture.



         "Private Exchange Notes" means Notes that are Private Exchange

Securities (as defined in the Initial Registration Rights Agreement.



        "Private Placement Legend" means a legend substantially in the form of

the legend appearing in the third paragraph of Exhibit A hereto.



        "Purchase Agreement" means the Purchase Agreement dated January 28, 2004

among the Company, the Guarantors, Banc of America Securities LLC and the other

Initial Purchasers party thereto.

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