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                                                                    EXHIBIT 10.7
 
                               SERVICES AGREEMENT
 
    Services Agreement, dated as of November 1, 1995, between Rexel, Inc., a New
York  corporation (the  "Company"), and  Rexel, S.A.,  a French  societe anonyme
("Parent").
 
    Parent, the beneficial owner of in  excess of 40% of the outstanding  common
stock  of the Company, is one of  the world's largest distributors of electrical
parts and supplies (the "BUSINESS"). The  Company is engaged in the Business  in
the United States. The Company wishes to obtain from Parent and Parent wishes to
provide to the Company the benefit of Parent's knowledge, expertise and goodwill
relating  to  Business, on  the  terms and  subject  to the  conditions  of this
Agreement.
 
    Accordingly, the parties hereto agree as follows:
 
1.  INTANGIBLE BENEFITS.
 
    1.1  USE OF NAME.  Parent hereby  consents (i) to the use by the Company  of
"Rexel, Inc." as the name of the Company and in connection with its Business and
(ii)  to the registration by the Company with the Patent and Trademark Office of
the U.S. Department  of Commerce of  the word Rexel  and the related  logo as  a
trademark.
 
    1.2   INTANGIBLE  BENEFITS.   The Company  acknowledges and  agrees that the
Company's association with the worldwide Business of Parent provide  substantial
benefits  to the Company  including, without limitation,  in matters relating to
customers, suppliers,  employees, business  methods and  know-how and  financial
expertise.  Parent shall  make its personnel  available for  consultation by the
officers of  the Company  on matters  relating to  the Business;  PROVIDED  that
Parent  shall not be obligated to furnish consulting services to the extent that
the Service Charge (as  defined in Section 2.2)  for such services would  exceed
$3,000  with respect to the  particular matter or $5,000  in any calendar month.
The benefits and  rights furnished  by Parent to  the Company  pursuant to  this
Section 1.2 are hereinafter called the "INTANGIBLE BENEFITS".
 
    1.3   PAYMENT  FOR INTANGIBLE  BENEFITS.   The Company  shall pay  to Parent
$600,000 per year  during the term  of this Agreement  in consideration for  the
Intangible Benefits.
 
2.  CONSULTING PROJECTS.
 
    2.1    INITIATION OF  CONSULTING PROJECT.   Parent  shall, upon  the written
request of an officer of the  Company, provide consulting services beyond  those
included  in the  Intangible Benefits.  Such consulting  services shall  be with
respect to any matter relating  to the Business, including, without  limitation,
the following:
 
        (a)  selling techniques, distribution, identification and development of
    markets and strategies;
 
        (b) product lines and product segments;
 
        (c)  logistics,  the  opening  and  furnishing  of  display  rooms,  and
    distribution channels;
 
        (d) sales promotion, advertising, brochures, marketing;
 
        (e) selection and identification of suppliers;
 
        (f)  organization,  administrative and  accounting issues  and personnel
    management;
 
        (g) financial matters, including cooperation with banks, cash management
    and investment financing;
 
        (h) preparation of budgets and internal controls;
 
        (i) risk management and insurance matters;
 
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        (j)  electronic  data processing, including  selection, installation  or
    adoption of systems and software;
 
        (k) asset management; and
 
        (l) acquisitions and divestitures.
 
Each  project as to  which Parent provides consulting  services pursuant to this
Section 2.1 is hereinafter called a "CONSULTING PROJECT".
 
    2.2  CHARGES  FOR CONSULTING PROJECTS.   Promptly after  completion of  each
Consulting  Project, Parent shall provide to the Company an invoice listing each
employee of Parent who worked on  the Consulting Project, such employee's  title
or job description with Parent, the time spent (expressed in hours) by each such
employee  on the Consulting  Project, a description in  reasonable detail of the
work performed by such employee, such  employee's Billing Rate in effect  during
the  period  that  services  were  provided, the  product  of  the  Billing Rate
multiplied by the time spent by  each such employee (such product, the  "SERVICE
CHARGE").  Such invoice shall also  list Parent's out-of-pocket costs (excluding
all overhead and general corporate  expenses) incurred directly relating to  the
Consulting  Project, which shall  be multiplied by 110%  to determine the amount
invoiced to the Company for out-of-pocket costs. The "BILLING RATE" shall  mean,
for any employee of Parent, 110% of (i) the wages paid by Parent with respect to
such  employee  on an  annual  basis divided  by  1920, multiplied  by  (ii) 1.4
(representing payments  by  Parent for  social  insurance payments  and  similar
charges),  multiplied  by (iii)  1.81  (representing an  allocation  of Parent's
overhead and general corporate expenses).
 
    2.3  DETERMINATION  OF APPROVED CHARGES.   The Company  shall submit to  the
Audit Committee of its Board of Directors at a meeting held in May, June or July
and  at a meeting held in October,  November or December (and more frequently if
the Company so elects) all invoices furnished to the Company by Parent at  least
30  days prior  to each such  meeting and  not previously reviewed  by the Audit
Committee, together with a memorandum prepared by an officer of the Company with
respect to each Consulting Project to  which such invoices relate setting  forth
the  following: a brief  description of the Consulting  Project; the reasons for
the  Consulting  Project;  the  benefits  obtained  by  the  Company  from  such
Consulting  Project; the  reasons that Parent  was selected  for such Consulting
Project as opposed to other possible  vendors; and such officer's opinion as  to
whether  the amounts invoiced for the Consulting Project are reasonable in light
of  the  benefits  obtained  by  the  Company  therefrom.  The  Audit  Committee
(excluding any member thereof that is an officer or director of Parent or any of
its  Affiliates  or a  person that  has a  material financial  relationship with
Parent or any of its Affiliates) shall review the invoices and related memoranda
and determine, in  its judgment,  by majority vote,  the amount  of the  charges
included in each such invoice that is reasonable for the Company to pay in light
of  the benefits obtained by the  Company from the applicable Consulting Project
(such amount, with respect to each Consulting Project, the "APPROVED  CHARGES").
The  Company  shall give  Parent  written notice  of  the Approved  Charges with
respect to each Consulting Project within  30 days after they are so  determined
by  the Audit Committee. In the event  that the Approved Charges with respect to
any Consulting Project are less than the amount invoiced by Parent, Parent  may,
by  written  notice to  the  Company, discontinue  its  obligation to  engage in
Consulting Projects pursuant to this Agreement.
 
3.  PAYMENTS
 
    3.1  INTANGIBLE BENEFITS.   The Company shall pay  to Parent one quarter  of
the  amount required pursuant to Section 1.3  for the Intangible Benefits on the
last Business Day of each calendar quarter, provided that the payment in respect
of 1995 shall be paid for the entire year on the last Business Day of 1995.
 
    3.2  CONSULTING  PROJECTS.  The  Company shall pay  to Parent the  aggregate
amount  of all Approved Charges determined by the Audit Committee at any meeting
within 30 days after they have been so determined.
 
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    3.3  PAYMENT MECHANICS.   All payments hereunder shall  be made, net of  any
required  withholding taxes, by wire  transfer to such account  of Parent in the
United States as Parent shall designate  in written notice to the Company  given
at least five Business Days prior to the date any such payment is due.
 
4.  TERM
 
    This  Agreement shall  commence effective  as of  January 1,  1995 and shall
terminate  on  December  31,  1996,  provided  that  this  Agreement  shall   be
automatically  renewed thereafter  for successive  one year  terms unless either
party shall have given the other party written notice at least 30 days preceding
the commencement of  any such  renewal term of  its election  to terminate  this
Agreement  effective at the end  of the then current  term. Any such termination
shall not affect the Company's obligations  hereunder to pay Parent amounts  due
for   Intangible  Benefits  and  Consulting  Projects  provided  prior  to  such
termination.
 
5.  MISCELLANEOUS
 
    5.1  NONEXCLUSIVITY.  Nothing herein  shall restrict the Company's right  to
obtain  consulting  services similar  to those  that may  be provided  by Parent
hereunder from any other person.
 
    5.2  ENTIRE AGREEMENT; MODIFICATION; WAIVER.  This Agreement sets forth  the
entire  agreement  and understanding  between the  parties  with respect  to the
transactions   contemplated   hereby   and   supersedes   all   agreements   and
understandings with respect to the transactions contemplated hereby entered into
prior  to the execution hereof. This Agreement may be modified only by a written
instrument duly  executed by  or  on behalf  of each  party.  No breach  of  any
agreement  herein shall be  deemed waived unless expressly  waived in writing by
and on behalf of the party who might assert such breach.
 
    5.3  NOTICES.  Any notice, advice or communication required or permitted  to
be  given hereunder  shall be  in writing  and shall  be given  by mail, courier
service such as  DHL or Federal  Express, telecopy or  personal delivery to  the
party  to  whom it  is to  be given  at such  party's address  set forth  on the
signature page to this  Agreement or to  such other address  as the party  shall
have  furnished in writing to the other  party in accordance with the provisions
of this Section 5.3. Any notice, advice or communication shall be deemed to have
been given when received or delivery is refused by the addressee.
 
    5.4  BINDING EFFECT; THIRD PARTIES; HEADINGS; COUNTERPARTS.  This  Agreement
shall  be  binding  upon and  inure  to the  benefit  of the  parties  and their
respective successors,  which term  shall  include any  successor by  merger  or
consolidation,  and permitted  assigns and  their respective  successors, except
that no party to this  Agreement shall be entitled  to assign this Agreement  or
any  interest herein or right hereunder  and any such purported assignment shall
be void. Nothing in this  Agreement is intended by the  parties or shall act  to
confer  any right or remedy on any third party. The Article and Section headings
of this Agreement are for convenience of  reference only and do not form a  part
hereof and do not in any way modify, interpret or construe the intentions of the
parties.   This  Agreement  may  be  executed  in  counterparts,  and  all  such
counterparts shall constitute one and the same instrument.
 
    5.5  CONSENT TO  JURISDICTION.  Each party  hereto, hereby consents to,  and
confers  nonexclusive jurisdiction upon, the courts  of the State of Florida and
the Federal courts of the United States of America located in the City of Miami,
Florida, and appropriate appellate  courts therefrom, over  any action, suit  or
proceeding  arising  out of  or relating  to this  Agreement. Each  party hereto
hereby waives, and agrees not to assert,  as a defense in any such action,  suit
or  proceeding that it is not subject  to such jurisdiction or that such action,
suit or proceeding may not be brought  or is not maintainable in said courts  or
that  this  Agreement may  not be  enforced in  or  by said  courts or  that its
property is exempt or immune from execution, that the suit, action or proceeding
is brought in an inconvenient  forum, or that the venue  of the suit, action  or
proceeding is improper. Service of process
 
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in  any such action, suit  or proceeding may be served  on any party anywhere in
the world, whether within or without the State of Florida, provided that  notice
thereof is provided pursuant to provisions for notice under this Agreement.
 
    5.6   CERTAIN  DEFINITIONS.  The  following terms shall  have the respective
meanings indicated below for purposes of the Agreement:
 
        "AFFILIATE" of  a  specified person  shall  mean a  person  directly  or
    indirectly  controlling, controlled by,  or under common  control with, such
    other person. For the purposes of this definition, "control" when used  with
    respect  to any person means the  possession, directly or indirectly, of the
    power to direct  or cause the  direction of the  management and policies  of
    such person, whether through the ownership of voting securities, by contract
    or  otherwise;  and the  terms "controlling"  and "controlled"  have meaning
    correlative to the foregoing.
 
        "BUSINESS DAY" shall mean a day  other than a Saturday, Sunday or  other
    day  on which  banks in  Miami, Florida,  U.S.A. are  required to  or may be
    closed.
 
        "PERSON" shall  mean and  include an  individual, corporation,  company,
    partnership,   joint   venture,   association,  group,   trust,   and  other
    unincorporated organization  or  entity and  a  governmental entity  or  any
    department or agency thereto.
 
    5.7   GOVERNING LAW.  This Agreement  shall be governed by and construed and
enforced in  accordance with  the laws  of the  State of  Florida applicable  to
contracts executed and to be performed in such State.
 
    IN  WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.
 
                                          REXEL, S.A.
 
                                          By: __________________________________
                                              Name:
                                              Title:
 
                                          Address: 26, rue de Londres
                                                 75009, Paris, France
                                          Fax: 331-42850659
                                          Attention: President
 
                                          REXEL, INC.
 
                                          By: __________________________________
                                              Name:
                                              Title:
 
                                          Address:150 Alhambra Circle
                                                 Suite 900
                                                 Coral Gables, Florida 33134
                                                 U.S.A.
                                          Fax: 305-446-8128
                                          Attention: President
 
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