WILLIAM LYON HOMES, INC.

$250,000,000 [            ]% Senior Notes due 2013

UNDERWRITING AGREEMENT

March [ ], 2003

New York, New York

UBS Warburg LLC

299 Park Avenue

New York, New York 10171

Salomon Smith Barney Inc.

388 Greenwich Street

New York, NY 10013

Ladies and Gentlemen:

William Lyon Homes, Inc., a California corporation (the ?Company?), and each of the Guarantors (as defined herein) (together with the Company, the ?Issuers?) agree with you as follows:

1.    Issuance of Notes.    The Company proposes to issue and sell to UBS Warburg LLC and Salomon Smith Barney Inc. (the ?Underwriters?) $250,000,000 aggregate principal amount of [            ]% Senior Notes due 2013 (the ?Notes?). The Notes will be issued pursuant to an indenture (the ?Indenture?), to be dated the Closing Date (as defined herein), by and among the Company, the Guarantors and U.S. Bank National Association, as trustee (the ?Trustee?). The Company?s obligations under the Notes and the Indenture will be unconditionally guaranteed (the ?Guarantees?) on an unsecured senior basis by each of the entities listed on Schedule I hereto, including, without limitation, William Lyon Homes, a Delaware corporation (?Parent?) (each, a ?Guarantor? and collectively the ?Guarantors?). All references herein to the Notes include the related Guarantees, unless the context otherwise requires.

The Issuers have filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the ?Act?), with the Securities and Exchange Commission (the ?Commission?) a registration statement on Form S-3 (File No. 333-98287), including a prospectus, relating to the Notes and the Guarantees, which incorporates by reference documents which the Issuers have filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the ?Exchange Act?). The Issuers have furnished to you, for use by the Underwriters and by dealers, copies of one or more preliminary prospectuses containing the prospectus included in the registration statement and the docu-

ments incorporated by reference therein (each such preliminary prospectus being referred to herein as a ?Preliminary Prospectus?) relating to the Notes. Except where the context otherwise requires, the registration statement referred to above, as amended when it became effective, including all documents filed as a part thereof or incorporated by reference therein, and including any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the Act and deemed to be part of such registration statement at the time of effectiveness pursuant to Rule 430(A) under the Act and also including any registration statement filed pursuant to Rule 462(b) under the Act, is referred to herein as the ?Registration Statement,? and the prospectus included in the Registration Statement, including all documents incorporated therein by reference, in the form filed by the Issuers with the Commission pursuant to Rule 424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act) or, if no such filing is required, the form of final prospectus included in the Registration Statement at the time it became effective, is herein called the ?Prospectus.? Any reference herein to the Registration Statement, the Prospectus, any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters, and any reference herein to the terms ?amend,? ?amendment? or ?supplement? with respect to the Registration Statement, the Prospectus or any Preliminary Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters. For purposes of this Agreement, all references to the Registration Statement or Prospectus or to any amendment or supplement thereto shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (?EDGAR?).

This Agreement, the Notes, the Guarantees and the Indenture are hereinafter sometimes referred to collectively as the ?Note Documents.?

2.    Agreements to Sell and Purchase.    On the basis of the representations, warranties and covenants of the Underwriters contained in this Agreement, the Company agrees to issue and sell to the Underwriters, and, on the basis of the representations, warranties and covenants of the Issuers contained in this Agreement and subject to the terms and conditions contained in this Agreement, the Underwriters severally agree to purchase from the Company the aggregate principal amount of the Notes set forth opposite their respective names in Schedule II hereto. The purchase price for the Notes shall be [            ]% of their principal amount, plus accrued interest, if any, from March [ ], 2003 to the Closing Date (as hereinafter defined). The Issuers are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Notes as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Notes upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine.

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