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Exhibit 10.7
AAP HOLDINGS, INC.
Xxxxxx Xxxxxxxx #000
000 Xxxxx Xxxx
Xxxxxxxxx, Xxxx 00000-0000
December 18, 1996
Xx. Xxxxx Xxxxxx, President
Forte Computer Easy, Inc.
0000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Re: Forte/AAP: Acquisition Services Agreement
Dear Xxxxx:
The purpose of this letter is to set forth our understanding and agreement
relating to the fees to be paid by Forte Computer Easy, Inc. ("Forte") to AAP
Holdings, Inc. ("Holdings") for the services which Holdings will provide in
1997 to Forte for negotiating and structuring acquisitions and the financing
need for such acquisitions on behalf of Forte (the "Acquisition Fees"). The
amount of each Acquisition Fee to be paid to Holdings by Forte is one percent
(1%) of the "Transaction Price" of each acquisition, and the Acquisition Fee
will be paid at the closing of the respective transaction. The "Transaction
Price" shall mean the aggregate amount paid by Forte (or its affiliate) for the
acquisition in the form of cash, stock, stock options, and/or warrants, debt
instruments, and other liabilities assumed by the acquiring entity including,
but not limited to, accounts payable, accrued liabilities, bank financing, and
other forms of indebtedness.
The obligation of Forte to use the acquisition services offered by Holdings
will expire on December 31, 1997 unless Forte and Holdings agree in writing to
extend this Agreement beyond that date. All Acquisition Fees which have not
been paid by that time will be due and payable on December 31, 1997, except for
Acquisition Fees relating to transactions in progress at the end of 1997 which
close after December 31, 1997. With respect to those transactions, the
Acquisition Fee will be paid in 1998 when those acquisitions are completed.
After you have had the opportunity to review the contents of this letter,
please contact me if you have any questions or comments. If not, please
acknowledge your acceptance of this understanding and agreement by signing both
copies of this letter where indicated below. One copy is to be retained by you
for your files and the other copy returned to me for our files.
Very truly yours,
AAP HOLDINGS, INC.
/s/ XXXXXX X. XXXXXXXXXX
------------------------------
Xxxxxx X. Xxxxxxxxxx, Chairman
AGREED TO AND ACCEPTED BY
FORTE EASY COMPUTER, INC.
By: /s/ XXXXX XXXXXX
----------------------------
Xxxxx Xxxxxx, President
Date: December 18, 1996
