1 Exhibit 10.7 AAP HOLDINGS, INC. Caxton Building #880 812 Huron Road Cleveland, Ohio 44115-1126 December 18, 1996 Mr. Frank Amedia, President Forte Computer Easy, Inc. 1350 Albert Street Youngstown, OH 44505 Re: Forte/AAP: Acquisition Services Agreement Dear Frank: 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/ GEORGE S. HOFMEISTER ------------------------------ George S. Hofmeister, Chairman AGREED TO AND ACCEPTED BY FORTE EASY COMPUTER, INC. By: /s/ FRANK AMEDIA ---------------------------- Frank Amedia, President Date: December 18, 1996