SERVICES AND SOFTWARE LICENSE AGREEMENT

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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.

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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

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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

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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