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Exhibit 10.6
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: Management Fee and Reimbursement of Other Expenses
Dear Frank:
The purpose of this letter is to set forth our understanding and agreement
relating to fees and expenses that are paid by American Architectural Products,
Inc. ("AAP") to its parent and affiliate. Upon the closing of the transactions
described in the Agreement And Plan of Reorganization entered into between
Forte Computer Easy, Inc. ("Forte") and AAP Holdings, Inc. ("Holdings"), dated
October 25, 1996, AAP will become a wholly-owned subsidiary of Forte. After
the completion of that transaction, however, Holdings and its affiliates will
continue to provide management services to AAP. Accordingly, it is agreed by
Forte that, after the Closing, AAP will continue to have the right and the
obligation to pay a management fee of $250,000 during 1997 (the "Management
Fee") and to reimburse Holdings and its affiliates for out-of pocket expenses
(the "Expenses") incurred by them in providing services to AAP.
The Management Fee will be paid by AAP to Holdings and its affiliates during
1997 in accordance with the schedule attached to and made a part of this letter
as EXHIBIT A.
The obligation of AAP to pay the Management Fee will expire on December 31,
1997 unless the Management Fee is continued by the mutual written Agreement of
Forte and Holdings. Furthermore, the Expenses will be reimbursed to Holdings
and its affiliates by AAP as the Expenses are incurred.
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
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George S. Hofmeister, Chairman
AGREED TO AND ACCEPTED BY
FORTE COMPUTER, INC.
By: /s/ FRANK AMEDIA
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Frank Amedia, President
Date: December 18, 1996
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EXHIBIT A
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TO MANAGEMENT FEE LETTER
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Payment Date Payment Amount
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January 31, 1997 $ 33,333
February 28, 1997 $ 33,333
March 31, 1997 $ 33,334
April 30, 1997 $ 25,000
May 31, 1997 $ 25,000
June 30, 1997 $ 25,000
July 31, 1997 $ 16,666
August 31, 1997 $ 16,667
September 30, 1997 $ 16,667
October 31, 1997 $ 8,333
November 30, 1997 $ 8,333
December 31, 1997 $ 8,334
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TOTAL $250,000
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