JOINDER AGREEMENT

TO

REIMBURSEMENT AND INDEMNITY AGREEMENT

WILLIAM LYON HOMES, a Delaware corporation, (?Lyon-Delaware?) hereby acknowledges that it has received a copy and has reviewed the terms and conditions of that certain Reimbursement and Indemnity Agreement dated as of March 11, 2003, by and among WB Tustin, LLC, a Delaware limited liability company, Tustin Villas Partners, LLC, a Delaware limited liability company, Lennar Corporation, a Delaware corporation, Lennar Homes of California, Inc., a California corporation, Westbrook Real Estate Fund IV, L.P., a Delaware limited partnership, Westbrook Real Estate Co-Investment Partnership IV, L.P., a Delaware limited partnership, Terrabrook IV Land Investments, L.P., a Delaware limited partnership, and William Lyon Homes, Inc., a California corporation and a wholly-owned subsidiary of Lyon-Delaware (?Lyon?), a copy of which is attached hereto as Exhibit ?A? (the ?Reimbursement Agreement?).

1. Pursuant to Section 12 of the Reimbursement Agreement and in consideration of the benefits accruing to Lyon-Delaware under and pursuant to the Reimbursement Agreement and for other good and valuable consideration, Lyon-Delaware hereby acknowledges and agrees as follows:

a. Lyon-Delaware hereby joins and becomes a party to the Reimbursement Agreement and a constituent entity comprising ?Lyon? thereunder, as indicated by its signature below, with the same force and effect as if originally named therein, and hereby agrees to be unconditionally and jointly and severally liable for all of the obligations of Lyon under the Reimbursement Agreement;

b. Lyon-Delaware agrees to be bound by the covenants, agreements and acknowledgements attributable to Lyon under the Reimbursement Agreement; and

c. Lyon-Delaware agrees to perform or cause the performance of all obligations required of Lyon under the Reimbursement Agreement.

2. In furtherance and not in limitation of the foregoing, if and to the extent that Lyon-Delaware would be deemed or construed to be a guarantor or surety under applicable law with respect to its obligations under the Reimbursement Agreement, Lyon-Delaware hereby agrees as follows:

a. Lyon-Delaware expressly agrees that until each and every term, covenant and condition of the Reimbursement Agreement is fully performed, Lyon-Delaware shall not be released by any act or event which might be deemed a legal or equitable discharge or exoneration of a surety, or because of any waiver, extension, modification, forbearance or delay or other act or omission of any other party thereto. Lyon-Delaware hereby expressly waives and surrenders any defense to Lyon-Delaware?s liability under the Reimbursement Agreement based upon any of the foregoing acts, omissions, things, agreements, waivers or any of them. It is the purpose and intent of the

Reimbursement Agreement that the obligations of Lyon-Delaware under it shall be absolute and unconditional under any and all circumstances, subject to and in accordance with the terms and conditions of the Reimbursement Agreement.

b. Lyon-Delaware waives:

i) all statutes of limitations as a defense to any action or proceeding brought against Lyon-Delaware by any other party to the Reimbursement Agreement, to the fullest extent permitted by law; and

ii) all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of the Reimbursement Agreement and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind, except to the extent expressly provided therein.

3. This Joinder Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

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