<PAGE>
                                                                    EXHIBIT 10.7


                     SERVICES AND SOFTWARE LICENSE AGREEMENT


THIS SERVICES AND SOFTWARE LICENSE AGREEMENT ("Agreement") dated as of June 1,
2005, by and between PARAMOUNT DEVELOPMENT CORPORATION LIMITED ("Paramount") and
ASHTON WOODS USA L.L.C. ("Customer").


1.       PAYMENTS

         1.1      QUARTERLY FEE. In consideration for the services and license
                  provided herein, Customer shall pay to Paramount a fee of $600
                  for each Closing (as hereinafter defined) which occurred
                  during the Customer's previous fiscal quarter. Customer shall
                  pay such quarterly fee by the thirtieth day of each fiscal
                  quarter. If Customer fails to pay the quarterly fee by the
                  thirtieth day of each fiscal quarter, then in addition to the
                  quarterly fee, Customer shall pay a late charge on the
                  outstanding balance of the quarterly fee at a rate per annum
                  equal to eighteen percent (18%) from such thirtieth day until
                  such quarterly fee is paid in full. Such late charge shall be
                  computed on the basis of a 360-day year of twelve 30-day
                  months.

         1.2      SUPPORTING DOCUMENTATION. By the tenth business day of each
                  calendar month, Customer shall provide to Paramount with a
                  report regarding the number of Closings during the previous
                  calendar month and reasonably detailed support for the
                  information in the report.

         1.3      AUDIT RIGHTS. Paramount may from time to time during the term
                  of this Agreement have access to and the right to examine any
                  of Customer's and its Affiliates' (as hereinafter defined)
                  pertinent books, documents, papers, or other records to
                  determine if Customer is in compliance with the provisions of
                  Section 1.1. Such audits shall be conducted upon reasonable
                  notice during Customer's or its Affiliate's ordinary business
                  hours and be subject to appropriate provisions protecting the
                  confidentiality of the data. Audits shall not be conducted
                  more often than once every twelve (12) months.

         1.4      TAXES. Customer shall promptly and directly pay, and shall
                  indemnify and hold Paramount harmless from, any taxes of any
                  jurisdiction that may be assessed or imposed on copies of the
                  Software, any documentation related to the Software delivered
                  to Customer, the license granted under this Agreement or the
                  services provided under this Agreement, or otherwise assessed
                  or imposed in connection with the transactions contemplated by
                  this Agreement, including, without limitation, sales, use,
                  excise, value added, personal property, export, import and
                  withholding taxes, excluding only taxes based upon Paramount's
                  net income and any payroll taxes related to those Paramount
                  employees providing services under this Agreement, and
                  Customer shall promptly reimburse Paramount for any such taxes
                  payable or collectible by Paramount. The fees and other
                  amounts payable by Customer to Paramount pursuant to Section 1
                  of this Agreement do not include such taxes.

         1.5      CERTAIN REMEDIES FOR NONPAYMENT. If Customer fails to pay to
                  Paramount, within ten (10) days after Paramount makes written
                  demand therefor, any past-due amount payable under this
                  Agreement then, in addition to all other rights and remedies
                  which Paramount may have at law or in equity, Paramount may,
                  in its sole discretion and without further notice to Customer,
                  suspend performance of any or all of its obligations under
                  this Agreement (including its ongoing support services under
                  Section 4.1 and the Land Development Services (as hereinafter
                  defined) under Section 2.1) until all past due amounts are
                  paid in full.

<PAGE>

2.       LAND DEVELOPMENT SERVICES

         2.1      Paramount shall provide to Customer and its Affiliates
                  services of Paramount's employees to assist Customer and its
                  Affiliates with the management and oversight of the Customer's
                  land development process in a manner and in substance
                  generally consistent with land development management services
                  provided by Paramount to Customer on the date hereof ("Land
                  Development Services"). Paramount's employees performing the
                  Land Development Services shall perform such services at those
                  locations reasonably requested by Customer and its Affiliates,
                  and shall report to Customer's President.

3.       LIMITED LICENSE

         3.1      GRANT. Paramount grants to Customer and its Affiliates a
                  personal, non-transferable, non-exclusive, license to use, in
                  accordance with this Agreement, Paramount's proprietary
                  software identified on Schedule A to this Agreement
                  ("Software"), as the Software may be modified, revised and
                  updated from time to time, including, without limitation, in
                  accordance with Section 4.1(c) of this Agreement. The term of
                  the license granted hereunder for the proprietary software and
                  Documentation shall begin on the date this Agreement is
                  executed (the "Effective Date") and shall continue until this
                  Agreement is terminated in accordance with Section 8 of this
                  Agreement.

         3.2      DESIGNATED LOCATION(s). The Software may be installed and used
                  only on server(s) operated by Customer or its Affiliates at
                  their business offices in the United States and on laptops and
                  hand-held devices used in Customer's and its Affiliates'
                  businesses (the "Designated Locations"). Furthermore, as
                  Paramount converts the software from a server-based program to
                  a web-based program hosted on Paramount's servers, Paramount
                  will provide Customer's and its Affiliates' employees with
                  access to Paramount's website in order to access the Software.

         3.3      SCOPE. Customer and its Affiliates may use the Software only
                  in the ordinary course of their business operations and for
                  their own business purposes. Customer shall use the Software
                  only in accordance with the documentation provided by
                  Paramount and shall require that its Affiliates be bound by
                  this Agreement to the same extent as Customer.

         3.4      COPIES. Customer and its Affiliates may use only the copies of
                  the Software and related documentation that are provided by
                  Paramount, except that Customer and its Affiliates may copy
                  the Software and documentation to the extent reasonably
                  necessary for routine backup and disaster recovery purposes.

4.       PARAMOUNT'S OTHER OBLIGATIONS RELATED TO THE SOFTWARE

         4.1      ONGOING SUPPORT SERVICES. Beginning on the Effective Date,
                  Paramount shall provide the following ongoing support services
                  to Customer and its Affiliates:

                  (a)      Paramount shall provide to Customer and its
                           Affiliates, during Paramount's normal business hours,
                           telephone assistance regarding Customer's and its
                           Affiliates' proper and authorized use of the latest
                           release of the Software and all releases of the
                           Software previously provided to Customer and its
                           Affiliates.

                  (b)      Paramount shall provide to Customer and its
                           Affiliates, during Paramount's normal business hours,
                           commercially reasonable efforts in solving problems
                           that arise in connection with Customer's and its
                           Affiliates' proper and authorized use of the Software
                           or in correcting failures of the Software to perform
                           in accordance with the documentation provided to
                           Customer and its Affiliates. Customer shall

                                       2

<PAGE>

                           provide to Paramount reasonably detailed
                           documentation and explanation, together with
                           underlying data, to substantiate any such problem or
                           failure and to assist Paramount in its efforts to
                           diagnose and correct the problem or failure. If,
                           within a commercially reasonable time, given the
                           severity of the failure, Paramount and Customer or
                           its Affiliate have been unable to diagnose a problem
                           through phone support, support services shall be
                           provided by Paramount at the Designated Location(s)
                           if necessary to diagnose or resolve the problem.

                  (c)      Paramount shall provide to Customer Paramount's
                           periodic modifications, revisions and updates to the
                           Software which Paramount incorporates into the
                           Software without additional charge. All
                           modifications, revisions and updates shall be
                           furnished by means of new releases of the Software
                           and shall be accompanied by updates to any related
                           documentation whenever Paramount determines that such
                           updates are necessary. To the extent any
                           modification, revision or update requires Customer or
                           its Affiliates to migrate data to the updated
                           Software, Paramount shall perform such migration at
                           its own expense.

         4.2      CONSULTING AND OTHER SOFTWARE-RELATED SERVICES. At Customer's
                  or its Affiliates' reasonable request, provided that Customer
                  is in compliance with its payment obligations under Paragraph
                  1.1. Paramount shall provide to Customer and its Affiliates
                  consulting services, custom modification programming, support
                  services relating to custom modifications, assistance with
                  data transfers, system restarts and reinstallations, and other
                  specialized support services with respect to the Software, in
                  each case, to the extent provided at the Customer's request
                  for such additional reasonable fee as the parties shall agree.
                  These services shall be provided by Paramount at the
                  Designated Location(s) if and when Customer or its Affiliate
                  reasonably determines that on-site services are necessary.
                  Paramount agrees that personnel supplied for Customer and its
                  Affiliates consulting services will have appropriate technical
                  and/or business skills. Paramount's project coordinators will
                  periodically report the project status to Customer or its
                  Affiliate, as applicable, and coordinate with all other areas
                  of Paramount.

5.       CUSTOMER'S OTHER SOFTWARE OBLIGATIONS

         5.1      PROCUREMENT OF HARDWARE. Customer shall be responsible, at its
                  expense, for procuring, maintaining and updating the computer
                  hardware, systems software and other items on which the
                  Software will be used.

         5.2      ACCESS TO FACILITIES AND EMPLOYEES. Customer and its
                  Affiliates shall provide to Paramount access to the Designated
                  Location(s) and Customer's and its Affiliates' equipment and
                  employees, and shall otherwise cooperate with Paramount, as
                  reasonably necessary for Paramount to perform its training,
                  support and other obligations under this Agreement. Customer
                  and its Affiliates shall devote all equipment, facilities,
                  personnel and other resources reasonably necessary to install
                  the Software and begin using the Software in production on a
                  timely basis as contemplated by this Agreement.

6.       WARRANTIES AND LIMITATIONS

         6.1      RIGHT TO LICENSE; NO INFRINGEMENT. Paramount warrants to
                  Customer that it has the full legal right to grant to Customer
                  the license granted under this Agreement, and that the
                  Software and any related documentation in the form delivered
                  to Customer and its Affiliates by Paramount and when properly
                  used for the purpose and in the manner specifically authorized
                  by this Agreement, do not infringe upon any United States or
                  Canadian patent or copyright or any trade secret or other
                  proprietary right of any person. Paramount shall defend,
                  indemnify, and hold Customer and its Affiliates harmless from
                  and against all costs, losses, expenses, and damages arising
                  from third-party claims

                                       3

<PAGE>

                  related to Paramount's breach of the foregoing warranty.
                  Paramount shall have no liability under this Section 6.1
                  unless Customer gives written notice to Paramount (in
                  accordance with Section 9.1) within fifteen (15) days after
                  Customer becomes aware of any such potential infringement
                  claim that may be initiated against Customer or its Affiliate,
                  and allows Paramount to have sole control of the defense or
                  settlement of the claim. If Customer's or its Affiliate's use
                  of the Software is enjoined, then Paramount shall have the
                  option, at its expense, to:

                  (a)      modify or replace all or the infringing part of the
                           Software so that it is no longer infringing, provided
                           that the Software functionality does not change in
                           any material adverse respect; or

                  (b)      procure for Customer or its Affiliate the right to
                           continue using the infringing part of the Software.

                  In no event shall Paramount's total liability exceed the
                  limitations as described in Paragraphs 6.4 and 6.5.

         6.2      EXCLUSION FOR UNAUTHORIZED ACTIONS. Paramount shall have no
                  liability under any provision of this Agreement with respect
                  to any performance problem, claim of infringement or other
                  matter to the extent attributable to any unauthorized or
                  improper use or modification of the Software, any unauthorized
                  combination of the Software with other software, any use of
                  any version of the Software other than the latest release of
                  the Software that is provided to Customer and its Affiliates,
                  or any breach of this Agreement by Customer and its
                  Affiliates.

         6.3      FORCE MAJEURE. Paramount shall not be liable for, nor shall
                  Paramount be considered in breach of this Agreement due to,
                  any failure to perform its obligations under this Agreement as
                  a result of a cause beyond its control, including any act of
                  God or a public enemy, act of any military, civil or
                  regulatory authority, change in any law or regulation, fire,
                  flood, earthquake, storm or other like event, disruption or
                  outage of communications, power or other utility, or any other
                  cause, whether similar or dissimilar to any of the foregoing.

         6.4      Disclaimer and Exclusions. EXCEPT AS EXPRESSLY STATED IN THIS
                  AGREEMENT, PARAMOUNT MAKES NO REPRESENTATIONS OR WARRANTIES,
                  ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING IMPLIED
                  WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
                  PURPOSE, REGARDING THE SOFTWARE OR ANY OTHER MATTER PERTAINING
                  TO THIS AGREEMENT. PARAMOUNT'S TOTAL LIABILITY UNDER THIS
                  AGREEMENT SHALL UNDER NO CIRCUMSTANCES EXCEED THE TOTAL AMOUNT
                  ACTUALLY PAID BY CUSTOMER TO PARAMOUNT UNDER THIS AGREEMENT.
                  NOTWITHSTANDING ANY OTHER PROVISION UNDER THIS AGREEMENT,
                  PARAMOUNT MAKES NO REPRESENTATIONS OR WARRANTIES, ORAL OR
                  WRITTEN, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF
                  MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE, REGARDING
                  ANY THIRD PARTY HARDWARE, SOFTWARE OR SERVICES. UNDER NO
                  CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY
                  OTHER PERSON FOR LOST REVENUES, LOST PROFITS, LOSS OF
                  BUSINESS, OR ANY INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY
                  NATURE, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT THE
                  POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED.

         6.5      OTHER LIMITATIONS. The warranties made by Paramount in this
                  Agreement, and the obligations of Paramount under this
                  Agreement, run only to Customer and its Affiliates, but not
                  their customers or any other persons. Under no circumstances
                  shall any other

                                       4
<PAGE>

                  person (other than the Customer's Affiliates) be considered a
                  third party beneficiary of this Agreement or otherwise
                  entitled to any rights or remedies under this Agreement.
                  Customer and its Affiliates shall have no rights or remedies
                  against Paramount except as specifically provided in this
                  Agreement. No action or claim of any type relating to this
                  Agreement may be brought or made by Customer or its Affiliate
                  more than one (1) year after Customer or its Affiliate first
                  has knowledge of the basis for the action or claim.

7.       CONFIDENTIALITY, OWNERSHIP AND RESTRICTIVE COVENANTS

         7.1      CONFIDENTIAL INFORMATION. All business information disclosed
                  by one party to the other in connection with this Agreement
                  shall be treated as confidential information unless it is or
                  later becomes publicly available through no fault of the other
                  party or it was or later is rightfully developed or obtained
                  by the other party from independent sources free from any duty
                  of confidentiality. The terms and provisions of this Agreement
                  as well as all negotiations, proposals and other written and
                  oral communications between the parties in connection herewith
                  shall be treated as confidential information. During the term
                  of this Agreement and for two (2) years following the
                  termination of this Agreement, each party's confidential
                  information shall be held in strict confidence by the other
                  party, using the standards generally accepted in the industry
                  or the same standard of care as it uses to protect its own
                  confidential information, whichever is greater and shall not
                  be used or disclosed by the other party for any purpose except
                  as necessary to implement or perform this Agreement, or except
                  as required by law provided that the other party is given a
                  reasonable opportunity to obtain a protective order. Without
                  limiting the generality of the foregoing, such confidential
                  information shall include Customer's and its Affiliates' data
                  and the details of Customer's and its Affiliates' computer
                  operations.

         7.2      PARAMOUNT'S PROPRIETARY ITEMS. Customer acknowledges that the
                  Software and related documentation, the object code and the
                  source code for the Software, and other design features of the
                  Software, all ideas, methods, algorithms, formulae and
                  concepts used in developing or incorporated into the Software,
                  all future modifications, revisions, updates, releases,
                  refinements, improvements and enhancements of the Software,
                  all derivative works based upon any of the foregoing, and all
                  copies of the foregoing (referred to, collectively, as
                  "Proprietary Items") are trade secrets and proprietary
                  property of Paramount, having great commercial value to
                  Paramount. Customer acknowledges that the restrictions in this
                  Agreement are reasonable and necessary to protect Paramount's
                  legitimate business interests.

         7.3      OWNERSHIP RIGHTS. All Proprietary Items provided to Customer
                  under this Agreement are being provided on a strictly
                  confidential and limited use basis. Title to all Proprietary
                  Items and all related patent, copyright, trademark, trade
                  secret, intellectual property and other ownership rights shall
                  remain exclusively with Paramount, except with respect to such
                  items that were created by Paramount specifically for or on
                  behalf of Customer and its Affiliates pursuant to a written
                  contract that vests title to such specifically created items
                  in Customer or its Affiliates. This Agreement is not an
                  agreement of sale, and no title, patent, copyright, trademark,
                  trade secret, intellectual property or other ownership rights
                  to any Proprietary Items are transferred to Customer or its
                  Affiliates by virtue of this Agreement. All copies of
                  Proprietary Items in Customer's and its Affiliates' possession
                  shall remain the exclusive property of Paramount and shall be
                  deemed to be licensed to Customer and its Affiliates during
                  the term of this Agreement.

         7.4      DISCLOSURE RESTRICTIONS. All Proprietary Items in Customer's
                  or its Affiliate's possession, whether or not authorized,
                  shall be held in strict confidence by Customer and its
                  Affiliates, and Customer and its Affiliates shall take all
                  steps reasonably necessary to preserve the confidentiality
                  thereof. Customer shall not, directly or indirectly,
                  communicate, publish, display, loan, give or otherwise
                  disclose any Proprietary Item to any unauthorized person,

                                       5

<PAGE>

                  or permit any unauthorized person to have access to or
                  possession of any Proprietary Item. Customer and its
                  Affiliates shall limit their use of and access to Proprietary
                  Items to only those of its employees, agents, and consultants
                  whose responsibilities require such use or access. Customer
                  and its Affiliates shall advise all such employees, agents,
                  and consultants before they receive access to or possession of
                  any Proprietary Items, of the confidential nature of the
                  Proprietary Items and require them to abide by the terms of
                  this Agreement. Customer and its Affiliates shall use the same
                  standard of care for protecting the Proprietary Items as
                  Customer and its Affiliates uses to prevent disclosure,
                  publication, or dissemination of its own proprietary
                  information. Customer and its Affiliates shall not be liable
                  for the inadvertent or accidental disclosure of Proprietary
                  Items if such disclosure occurs despite the exercise of the
                  same degree of care Customer and its Affiliates normally takes
                  to preserve its own such data or information.

         7.5      USE RESTRICTIONS. Customer shall not do, nor shall it permit
                  any other person to do, any of the following:

                  (a)      use any Proprietary Item for any purpose, at any
                           location or in any manner not specifically authorized
                           by this Agreement; or

                  (b)      make or retain any copy of any Proprietary Item
                           except as specifically authorized by this Agreement;
                           or

                  (c)      create or recreate the source code for the Software,
                           or re-engineer, reverse engineer, decompile or
                           disassemble the Software; or

                  (d)      modify, adapt, translate or create derivative works
                           based upon the Software or Documentation, or combine
                           or merge any part of the Software with or into any
                           other software or documentation except as
                           contemplated by this Agreement for Customer's and its
                           Affiliates' own internal use; or

                  (e)      refer to or otherwise use any Proprietary Item as
                           part of any effort to develop a program having any
                           functional attributes, visual expressions or other
                           features similar to those of the Software or to
                           compete with Paramount; or

                  (f)      remove, erase or tamper with any copyright or other
                           proprietary notice printed or stamped on, affixed to,
                           or encoded or recorded in any Proprietary Item, or
                           fail to preserve all copyright and other proprietary
                           notices in any copy of any Proprietary Item made by
                           Customer; or

                  (g)      sell, market, license, sublicense, distribute or
                           otherwise grant to any person, including any
                           outsourcer, vender, consultant or partner, any right
                           to use any Proprietary Item; or

                  (h)      attempt to do any of the foregoing.

         7.6      NOTICE AND REMEDY OF BREACHES. Customer shall promptly give
                  written notice to Paramount (in accordance with Section 9.1)
                  of any actual or suspected breach by Customer of any of the
                  provisions of this Section 7, whether or not intentional, and
                  Customer shall, at its expense, take all steps reasonably
                  requested by Paramount to prevent or remedy the breach.

         7.7      ENFORCEMENT. Customer acknowledges that any breach of any of
                  the provisions of this Section 7 shall result in irreparable
                  injury to Paramount for which money damages could not
                  adequately compensate. If Paramount notifies Customer of a
                  breach in writing (in accordance with Section 9.1) and
                  Customer fails to cure the breach within thirty (30) days,

                                       6

<PAGE>


                  then Paramount shall be entitled, in addition to all other
                  rights and remedies which Paramount may have at law or in
                  equity, to seek a decree of specific performance or to seek to
                  have an injunction issued by any competent court, requiring
                  the breach to be cured or enjoining all persons involved from
                  continuing the breach. The existence of any claim or cause of
                  action which Customer or any other person may have against
                  Paramount shall not constitute a defense or bar to the
                  enforcement of any of the provisions of this Section 7.

8.       TERM AND TERMINATION

         8.1      Unless terminated as provided herein, this Agreement shall be
                  effective from the Effective Date until the second (2nd)
                  anniversary of the Effective Date. This Agreement shall
                  automatically renew for successive one (1) year terms, unless
                  at least ninety (90) days prior to the second anniversary or
                  each succeeding one year anniversary thereafter, either party
                  gives the other party written notice (in accordance with
                  Section 9.1) of its intention not to renew this Agreement.

         8.2      TERMINATION BY NONDEFAULTING PARTY. The nondefaulting party
                  may immediately terminate this Agreement, by giving written
                  notice of termination to the defaulting party (in accordance
                  with Section 9.1), upon the occurrence of any of the following
                  events:

                  (a)      Customer fails to pay to Paramount, within thirty
                           (30) days after Paramount makes written demand
                           therefor, any past-due amount payable under this
                           Agreement (including interest thereon).

                  (b)      Customer or its Affiliate breaches, in any material
                           respect, any of the provisions of Section 7 and fails
                           to cure the breach within forty five (45) days of
                           written notification by Paramount.

                  (c)      Either party breaches any of its other obligations
                           under this Agreement and does not cure the breach
                           within forty five (45) days after the nondefaulting
                           party gives written notice to the defaulting party
                           (in accordance with Section 9.1) describing the
                           breach in reasonable detail.

                  (d)      Either party dissolves or liquidates or otherwise
                           discontinues all or a significant part of its
                           business operations.

         8.3      EFFECT OF TERMINATION. Within one (1) year after the
                  termination of this Agreement, whether under this Section 8 or
                  otherwise, Customer and its Affiliates shall discontinue all
                  use of the Software, Customer shall promptly return to
                  Paramount all copies of the Software, any related
                  documentation, and any other Proprietary Items then in
                  Customer's possession, and Customer shall give written notice
                  to Paramount (in accordance with Section 9.1) certifying that
                  all copies of the Software have been permanently deleted from
                  its computers. Customer shall remain liable for all payments
                  due to Paramount with respect to the period ending on the then
                  current term of the Agreement. The provisions of Section 7
                  shall survive any termination of this Agreement, whether under
                  this Section 8 or otherwise.

9.       OTHER PROVISIONS

         9.1      NOTICE. All notices, consents and other communications under
                  or regarding this Agreement shall be in writing and shall be
                  deemed to have been received on the earlier of the date of
                  actual receipt, the fifth business day after being mailed by
                  first class certified air mail, or the second business day
                  after being sent by a reputable overnight delivery service.
                  Any notice may be given by facsimile, provided that a signed
                  written original is

                                       7

<PAGE>

                  sent by one of the foregoing methods within twenty-four (24)
                  hours thereafter. Customer's address for notices is 1080
                  Holcomb Bridge Road, Building 200, Suite 350, Roswell, Georgia
                  30076, Attention: Robert Salomon, fax: (770) 998-7494.
                  Paramount's address for notices is 3751 Victoria Park Avenue,
                  Toronto, Ontario M1W 3Z4, Attention: Seymour Joffe, fax: (416)
                  449-6438. Either party may change its address for notices by
                  giving written notice of the new address to the other party in
                  accordance with this Section.

         9.2      DEFINED TERMS. As used in this Agreement, the following terms
                  have the following meanings:

                  (a)      "Affiliate" means any corporation, firm, partnership
                           or other entity that directly or indirectly controls,
                           is controlled by or is under common control with a
                           party to this Agreement. As used herein, "control"
                           means ownership, directly or through one or more
                           Affiliates, of fifty percent (50%) or more of the
                           shares of stock entitled to vote for the election of
                           directors, in the case of a corporation, fifty
                           percent (50%) or more of the equity interests in the
                           case of any other type of legal entity, status as a
                           general partner in any partnership, manager of any
                           limited liability company operated under documents
                           providing authority for the limited liability company
                           manager similar to the authority of a general partner
                           in a partnership, or any other arrangement whereby a
                           party controls or has the right to control the board
                           of directors or equivalent governing body of a
                           corporation or other entity.

                  (b)      "Change of Control" means (i) the sale of all or
                           substantially all of the assets of a party in one or
                           any related series of transactions, (ii) a merger or
                           consolidation of the party with any other entity,
                           whether or not the party is the surviving entity, if
                           following such merger or consolidation less than 50%
                           of the total voting power of the surviving entity is
                           held by those persons who held voting securities of
                           the party immediately prior to such merger or
                           consolidation, (iii) any other transaction or series
                           of related transactions, the result of which is a
                           change in ownership of more than 50% of the total
                           voting power of the party, or (iv) the entities
                           holding more than 50% of the total voting power of a
                           party engage in a transaction described in (i) -
                           (iii).

                  (c)      "Closing" means the transference of the title to a
                           residence from the Customer or its Affiliate to the
                           buyer of the residence.

                  (d)      "copy" means any paper, disk, tape, film, memory
                           device, or other material or object on or in which
                           any words, object code, source code or other symbols
                           are written, recorded or encoded, whether permanent
                           or transitory.

                  (e)      "including" means including but not limited to.

                  (f)      "person" means any individual, sole proprietorship,
                           joint venture, partnership, corporation, limited
                           liability company, limited liability partnership,
                           company, firm, bank, association, cooperative, trust,
                           estate, government, governmental agency, regulatory
                           authority, or other entity of any nature.

         9.3      ASSIGNMENT. This Agreement will bind, benefit and be
                  enforceable by and against Paramount and Customer and, to the
                  extent permitted hereby, their respective successors and
                  assigns. Neither party shall assign this Agreement or any of
                  its rights hereunder, nor delegate any of its obligations
                  hereunder, without the other party's prior written consent.
                  Any Change in Control of a party, and any assignment by merger
                  or otherwise by operation of law, will constitute an
                  assignment of this Agreement by that party for the purposes of
                  this Section 9.3.

                                       8

<PAGE>

         9.4      RELATIONSHIP. The relationship between the parties created by
                  this Agreement is that of independent contractors and not
                  partners, joint venturers or agents and any of Paramount's
                  employees providing services under this Agreement shall not be
                  deemed to be Customer's or its Affiliates' employees.

         9.5      ENTIRE UNDERSTANDING. This Agreement, which includes and
                  incorporates the Schedules referred to herein, states the
                  entire understanding between the parties with respect to its
                  subject matter, and supersedes all prior proposals, marketing
                  materials, negotiations and other written or oral
                  communications between the parties with respect to the subject
                  matter of this Agreement.

         9.6      MODIFICATION AND WAIVER. No modification of this Agreement,
                  and no waiver of any breach of this Agreement, shall be
                  effective unless in writing and signed manually by an
                  authorized representative of the party against whom
                  enforcement is sought. Such assigned writing containing a
                  manual signature may be transmitted by electronically
                  confirmed facsimile telephone transmission, but no other
                  electronic embodiment or means of transmission (such as
                  electronic mail, irrespective of whether an electronic or
                  digital signature statute has been enacted in any relevant
                  jurisdiction) shall constitute either a writing or a signature
                  for purposes of this Section. No waiver of any breach of this
                  Agreement, and no course of dealing between the parties, shall
                  be construed as a waiver of any subsequent breach of this
                  Agreement.

         9.7      SEVERABILITY. A determination that any provision of this
                  Agreement is invalid or unenforceable shall not affect the
                  other provisions of this Agreement.

         9.8      HEADINGS. Section headings are for convenience of reference
                  only and shall not affect the interpretation of this
                  Agreement.

         9.9      ARBITRATION. All disputes involving this Agreement, except
                  actions arising under the patent and copyright provisions of
                  the U.S. Code, and breaches of the provisions of Section 7,
                  shall be submitted to a binding arbitration by a panel of
                  three (3) arbitrators of the American Arbitration Association
                  under its rules and procedures in effect at the time of
                  submission. Such panel shall include only persons with
                  experience in the areas of information technology or computer
                  software licensing installation or implementation. Each party
                  shall choose one arbitrator, and the third arbitrator shall be
                  chosen by the two arbitrators selected by the parties. The
                  location of the arbitration hearing will be Atlanta, Georgia.
                  The costs of such arbitration shall be borne by the
                  non-prevailing party in such arbitration. The final
                  arbitration decision shall be enforceable by a court of
                  competent jurisdiction.

         9.10     JURISDICTION AND PROCESS. In any court action relating to this
                  Agreement, (a) each of the parties irrevocably consents to the
                  exclusive jurisdiction and venue of the federal and state
                  courts located in the State of Georgia, (b) each of the
                  parties irrevocably consents to service of process by first
                  class certified mail, return receipt requested, postage
                  prepaid, to the address at which the party is to receive
                  notice in accordance with Section 9.1 and (d) the prevailing
                  party shall be entitled to recover its reasonable attorney's
                  fees (including, if applicable, charges for in-house counsel),
                  court costs and other legal expenses from the other.

         9.11     GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED
                  IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA.


                                       9
<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a
sealed instrument as of the day and year first above written.


                                        PARAMOUNT DEVELOPMENT CORPORATION

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

                                        By:
                                           -------------------------------------
                                        Its:
                                           -------------------------------------


                                        ASHTON WOODS USA L.L.C.

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

                                        By:
                                           -------------------------------------
                                        Its:
                                           -------------------------------------




                                       10
<PAGE>


                                   SCHEDULE A
                          TO SOFTWARE LICENSE AGREEMENT
                              DATED APRIL ___, 2005






SOFTWARE:                            Paramount's software systems which provides
                                     homebuilders with the following functions:
                                        1.   Sales and land development
                                        2.   Warranty and calendar
                                        3.   Custom reports
                                        4.   Work orders
                                        5.   Job costing
                                        6.   Layered takeoffs
                                        7.   Options and design centers
                                        8.   Purchase orders
                                        9.   Scheduling
                                        10.  Accounting





                                       11