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                    VISIO CORPORATION DISTRIBUTION AGREEMENT

This Distribution Agreement ( "Agreement") is entered into as of September 25,
1996 by and between Visio Corporation, having its principal place of business at
520 Pike Street, Suite 1800, Seattle, Washington 98101-4001, USA, and its
affiliates including but not limited to Visio International, Ltd. (collectively
referred to as "Visio"), and ASCII Something Good Corporation, a corporation
organized under the laws of Japan, having its principal place of business at
24-9 Kami-Oosaki 2 chome, Shinagawa-ku, Tokyo, Japan and its affiliates
("Distributor").

        Visio is engaged in the design, manufacture, distribution, sale and
licensing of the Products and has the right to appoint distributors thereof, and
Distributor desires to act as a distributor appointed by Visio in the Territory.
In consideration of the mutual promises and covenants herein contained, the
parties hereto agree as follows:

1. DEFINITIONS

        For the purpose of this Agreement, the following terms shall have the
following meanings:

        (a)     "ASCII Add-ons" shall include, but not be limited to, shapes,
                program behavior of shapes, graphic styles, and any component
                software (i) that interfaces with the Product and graphic styles
                that are developed and owned by Distributor and (ii) that are
                distributed as a stand-alone product.

        (b)     "Customers" shall mean end users, resellers, and
                sub-distributors of the Products and the Visio Add-ons in the
                Territory.

        (c)     "Price Schedule" shall mean the schedule set forth in Exhibit A
                attached hereto and incorporated herein, as modified, enhanced
                and updated from time to time by written mutual consent of the
                parties.

        (d)     "Product(s)" shall mean: (i) those software products developed
                by or for Visio for distribution in the Territory and described
                in Exhibit B attached hereto and incorporated herein, and such
                additional products as the parties may agree in writing from
                time to time to add to Exhibit B; (ii) shapes, program behavior
                of shapes, graphic styles, and any component software that
                interfaces with the Product and graphic styles that are included
                as part of the Product; (iii) end user documentation and other
                instructional materials regarding use of any of the foregoing
                products; (iv) marketing materials, including but not limited to
                boxes for the Products and advertising materials; and (v)
                training, consulting, and software support services for any of
                the foregoing products.

        (e)     "Sell-Through" shall mean the total number of Units of the
                Product sold by Distributor to resellers or end users of the
                Product and sold by sub-distributors of the Product to resellers
                or end users of the Product, net of all returns of the Product.

        (f)     "Software License Agreement" shall mean the end user license
                agreement included in the packaging of the Product by Visio.


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        (g)     "Third Party Add-ons" shall include, but not be limited to,
                shapes, program behavior of shapes, graphic styles, and any
                component software that interfaces with the Product(s) owned by
                third parties.

        (h)     "Territory" shall mean Japan.

        (i)     "Trademark(s)" shall mean any trademarks owned or licensed by
                Visio.

        (j)     "Value Added Functions" shall mean the marketing, sales,
                customer services and technical support functions for the
                Products and Customers in the Territory.

        (k)     "Visio Add-ons" shall include, but not be limited to, shapes,
                program behavior of shapes, graphic styles, and any component
                software (i) that interfaces with the Product(s) that are
                developed by or on behalf of Visio or that are acquired from
                third parties by or on behalf of Visio and (ii) that Visio, in
                its sole discretion, may include as part of the Product or may
                distribute as a stand-alone product.

2. APPOINTMENT

        (a)     Visio hereby appoints Distributor as an exclusive distributor,
                excluding direct sales or licensing by Visio, to acquire,
                market, distribute and sell the Products and Visio Add-ons in
                the Territory until March 31, 1997, and thereafter as a
                nonexclusive distributor to acquire, market, distribute and sell
                the Products and Visio Add-ons in the Territory, except as set
                forth in Section 2(e) herein. Distributor shall purchase the
                Products and Visio Add-ons for distribution in the Territory
                only from Visio. Visio and Distributor acknowledge that
                Distributor may acquire, market, distribute and sell Third Party
                Add-ons. Visio and Distributor agree that Distributor may
                market, distribute and sell ASCII Add-ons; provided, however,
                that Distributor may not market, distribute and sell any ASCII
                Add-ons and Third Party Add-ons to Customers without Visio's
                prior written consent. Visio will not unreasonably withhold its
                consent and will respond within twenty (20) days of
                Distributor's request. Both parties agree that the list of the
                end users of the Products and Visio Add-ons are owned solely by
                Visio.

        (b)     Distributor shall have the right (i) to use the Products and
                Visio Add-ons solely for demonstration, technical support or
                customer service purposes, and (ii) to distribute the Products
                and Visio Add-ons and their documentation to Customers on such
                terms as are set forth or referred to herein subject to the
                terms of the Software License Agreement.

        (c)     Distributor acknowledges that Visio may discontinue production
                or marketing of any Product and Visio Add-ons covered by this
                Agreement upon providing Distributor with at least thirty (30)
                days advance written notice.

        (d)     Distributor will continue to distribute directly to its
                sub-distributors in the Territory through March 31, 1997.
                Notwithstanding Section 2(a) herein,


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                on and after April 1, 1997, Visio may distribute the Products
                and Visio Add-ons to such distributors in the Territory as Visio
                deems appropriate, subject to payments to Distributor of sales
                commissions in accordance with Section 7(h) herein. Distributor
                agrees that, on and after April 1, 1997, it will facilitate
                Visio order processing and fulfillment based on mutually
                agreed-upon terms, and that Distributor will manage its
                inventory of Products to mutually agreed-upon minimum levels.

        (e)     Visio hereby agrees that, notwithstanding Section 2(a) herein,
                on and after July1, 1997, Distributor will remain an exclusive
                distributor, excluding direct sales or licensing by Visio, in
                the Territory to acquire, market, distribute and sell, until
                December 31, 1997, (i) the license packs set forth on Exhibit B
                attached hereto and incorporated herein and (ii) volume licenses
                (defined as license sales greater than 100 units).

3. SUBDISTRIBUTORS AND OEM TRANSACTIONS

        (a)     Distributor will continue to distribute the Products to [*].
                Additionally, Distributor will begin distribution with [*] after
                a channel marketing plan provided by [*] has been expressly
                approved by Visio. Such sub-distributors shall continue to be
                bound by terms and conditions similar to the terms and
                conditions hereof, except those terms and conditions which
                require Distributor to provide customer service and technical
                support. Visio shall have no obligation to such sub-distributors
                except as expressly provided herein. Visio shall allow
                Distributor to appoint other sub-distributors in the Territory
                upon Visio's prior written approval. Visio will respond within
                twenty (20) days of Distributor's request. Visio's approval
                shall not be unreasonably withheld.

        (b)     Visio and Distributor agree that Distributor may enter into
                agreements with original equipment manufacturers ("OEM's") as
                set forth herein, provided that Distributor shall make payments
                to Visio for each OEM transaction, as mutually agreed upon by
                Visio and Distributor. Distributor must obtain Visio's prior
                written approval before entering into any transaction with an
                OEM. Visio and Distributor agree that Visio shall manage the
                relationship with Microsoft Corporation and Distributor agrees
                not to participate in any interactions with Microsoft
                Corporation as they relate to Visio, until notified by Visio.

4. TRADEMARKS AND END USER LIST

        (a)     Distributor may use during the term of this Agreement the
                Trademarks and any Product name and trade name of Visio,
                provided that Distributor (i) will use such marks and names only
                in the manner specified from time to time by Visio, and (ii)
                will submit all items (including existing and proposed sales and
                marketing materials) using such names and marks to Visio for its
                review and approval before the same is used or disseminated by
                Distributor. The appropriate trademark symbol shall be used
                whenever a Product name or other trade name or Trademark first
                is mentioned in any advertisement, brochure, or other material
                circulated


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                or displayed by Distributor. Distributor recognizes and
                acknowledges that the Trademarks and any Product name and trade
                name of Visio are the exclusive property of Visio and that
                Distributor is not entitled either by implication or otherwise
                to any right, title and interest in the Trademarks or trade
                names. In addition, Distributor acknowledges that the goodwill
                associated with all such names and marks belongs exclusively to
                Visio and that all use of such names and marks will inure to the
                benefit of Visio.

        (b)     Distributor may not use the Trademarks in any manner associated
                with the ASCII Add-ons. The parties agree to negotiate in good
                faith in the event that Distributor desires to license the
                Trademarks.

        (c)     Visio grants to Distributor a royalty-free, non-exclusive
                license until June 30, 1997 to use the list of the end users of
                the Products and Visio Add-ons provided that Distributor (i)
                will use said end user list for the sole purpose of marketing.
                distributing and selling the ASCII Add-ons and (ii) has received
                Visio's prior written approval to market, distribute and sell
                such ASCII Add-ons.

5. PRICES, TERMS OF SALE

        (a)     Visio and Distributor agree that all versions of any Product
                will be manufactured in Ireland by Visio with Distributor's
                cooperation to ensure that Products meet Distributor's quality
                requirements and delivery schedules. Visio shall invoice
                Distributor in US Dollars each time Products are shipped. Prices
                shall be as set out in the Price Schedule. Distributor agrees to
                pay Visio on a Net 30 days basis from the date of invoice.

        (b)     Prices shall be in accordance with Visio's Product prices as
                determined solely by Visio as set forth in the Price Schedule.
                All prices are quoted and all payments shall be made in United
                States Dollars.

        (c)     All prices are C.I.F. port of destination Narita Airport which,
                for the avoidance of doubt, means that Visio will cover freight
                costs to Narita Airport. All prices are exclusive of applicable
                sales, use or value added taxes or other taxes, import or export
                fees, duties including import clearance charges or tariffs, and
                any other taxes, duties or fees of any kind which may be levied
                in connection with the transactions covered hereby. Such charges
                shall be paid by Distributor. Visio, however, shall be
                responsible for all taxes based upon its net income.

        (d)     In the event that taxes are withheld by Distributor in
                connection with any payment hereunder to Visio, Distributor
                shall obtain the appropriate withholding certificates and
                promptly forward them to Visio so as to enable Visio to file the
                certificates with its U.S. income tax return and obtain a
                foreign tax credit. Distributor shall remain liable for such
                taxes until Distributor has provided Visio with documentation
                sufficient to enable Visio to obtain the U.S. tax credit.
                Distributor agrees to indemnify and hold Visio harmless from any
                encumbrance, fine,


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                penalty, or other expense which Visio may incur as a result of
                Distributor's failure to pay any taxes as required by this
                Agreement.

        (e)     Visio may, in its sole discretion at any time, elect to provide
                any Value Added Functions with its own agents or employees.

        (f)     In each of the three calendar quarters set forth on Exhibit C,
                Distributor will receive a marketing rebate (as a performance
                incentive) of [*] per unit of a Product sold if the Sell-Through
                of a Product listed on Exhibit C is equal to or greater than the
                number of units forecast for such Product on Exhibit C. For each
                of such calendar quarters, the aggregate marketing rebate shall
                not exceed [*] nor shall it be less than [*]. Distributor shall
                receive the marketing rebate as set forth in this Section 5(f)
                within thirty (30) days of the end of the respective calendar
                quarter. Notwithstanding the foregoing, if Distributor fails to
                achieve the obligations set forth on Exhibit E for any given
                calendar quarter, Distributor shall not be entitled to any
                marketing rebate for such calendar quarter.

        (g)     In each of the three calendar quarters set forth on Exhibit C,
                Distributor will receive a sales rebate in addition to the
                marketing rebate set forth in Section 5(f) herein (as a
                performance incentive) of [*] per unit of a Product sold if the
                Sell-Through of a Product listed on Exhibit C is equal to or
                greater than the number of units forecast for such Product on
                Exhibit C. This sales rebate applies to each individual product
                listed. Distributor shall receive the sales rebate as set forth
                in this Section 5(g) within thirty (30) days of the end of the
                respective calendar quarter.


6. DISTRIBUTOR' S OBLIGATIONS

Distributor shall:

        (a)     not distribute, without Visio prior written consent, any
                software product which competes directly or indirectly with any
                Product. The parties agree that software products of
                Distributor's print publishing division and that the products
                listed in Exhibit D, as may be modified from time to time in
                writing signed by both parties, are deemed to be non-competitive
                with the Products;

        (b)     achieve the key performance measures set forth in this
                Agreement;

        (c)     not make any changes nor additions to the Products without the
                prior written approval of Visio;

        (d)     not copy, without Visio's prior written consent, any of the
                Products' software, manuals or documentation;


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        (e)     not reverse engineer, disassemble, decompile, modify, alter or
                change any part of a Product or its packaging;

        (f)     inform Visio, on a timely basis, of any known business
                opportunities involving the Products which Distributor is unable
                to pursue;

        (g)     market and distribute the Products only in the Territory and
                refrain from marketing or distributing the Products to any
                individual or entity whom Distributor has reason to believe may
                market or distribute the Products outside of the Territory.
                Distributor shall refer to Visio any inquiries or orders for the
                Products received from outside the Territory;

        (h)     on a quarterly basis, with Visio representatives, review its
                progress in meeting the key performance measures as set forth in
                this Agreement;

        (i)     upon Visio's request, assist Visio in preventing, investigating
                and prosecuting any unauthorized copying of the Products by
                individuals, corporations or other entities. Distributor agrees
                to promptly inform Visio of any unauthorized copying or copies
                which come to Distributor's attention;

        (j)     provide Visio with monthly reports in the form requested by
                Visio for sales reports, including sales out by customer, report
                of inventory on hand, report of returns, report of backlogs, and
                cumulative list of registered users;

        (k)     work towards maintaining a minimum of four (4) weeks inventory
                with Distributor and its sub-distributors in Japan, based on
                average weekly Sell-Through for the previous five weeks, subject
                to Section 2(d) herein;

        (l)     submit to Visio a monthly 90-day rolling forecast of stock
                keeping units ("SKUs") of products which Visio will ship to
                Distributor on a monthly basis, based on a firm monthly purchase
                order;

        (m)     provide Visio within two (2) business days from the end of each
                week with a weekly report, in the form requested by Visio,
                including but not limited to the following:

                (i)     inventory held by Distributor and sub-distributors of
                        the Product;

                (ii)    inventory held by major retailers (such as Softmap and
                        Loax). In the instance where this information is
                        unavailable from major retailers, Distributor will
                        provide best estimates;


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                (iii)   Sell-Through;

                (iv)    purchases of the Product by Distributor;

                (v)     purchases of the Product by sub-distributors from
                        Distributor; and

                (vi)    purchases of the Product by resellers from
                        sub-distributors;

        (n)     provide Visio with monthly reports, in the form requested by
                Visio, to be delivered within five (5) business days from the
                end of each month as to royalties, customer service and
                technical support calls, marketing activities (such as
                advertising, channel marketing, product and price promotions),
                corporate account licensing activities and customer
                registrations. Distributor will provide best estimates of
                corporate account licensing activities where this information is
                unavailable from major retailers;

        (o)     create, produce and employ advertisements in strict conformity
                with the key performance measures set for on Exhibit E attached
                hereto and incorporated herein. Distributor expressly
                acknowledges that failure to provide advertising in accordance
                with the media schedule set forth on Exhibit E constitutes a
                material breach of this Agreement;

        (p)     conduct ongoing public relations activities related to Product
                announcements, Product reviews, corporate case studies and the
                like. Such activities specifically include interviews and
                Product demonstrations with computer and press journalists;

        (q)     create and execute a mutually agreeable channel marketing plan
                each calendar quarter, which plan will include specific channel
                communication, promotions, training and merchandising activities
                which have been approved in advance by Visio;

        (r)     organize and conduct the activities included on Exhibit F
                attached hereto and incorporated herein related to the launch of
                Visio Technical 4.1J in October 1996;

        (s)     continue to provide ongoing marketing activities for volume
                licenses (defined as license sales greater than 100 units),
                including but not limited to devoting personnel to selling to
                medium- and large-sized organizations and seeding target
                accounts with Visio evaluation kits;


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        (t)     continue providing customer service and technical support as set
                forth on Exhibit G attached hereto and incorporated herein at
                least through June 30, 1997; and

        (u)     on or before June 30, 1997, deliver to Visio (i) all artwork and
                other work created by Distributor for or on behalf of Visio,
                (ii) all details and information relating to Visio product
                customers, including but not limited to, for each customer,
                Visio Customer Database information, a complete history of
                technical support issues, a complete history of customer service
                issues, and product purchase and registration information and
                (iii) all other material owned by Visio.

7.   VISIO'S OBLIGATIONS

Visio shall:

        (a)     provide Distributor with assistance (either by telephone, telex,
                e-mail, or facsimile machine) regarding the installation, use
                and maintenance of the Products;

        (b)     use its best efforts to fill firm orders on the specified
                delivery dates;

        (c)     assist Distributor in technical matters connected with or
                otherwise related to Distributor's functions and duties
                hereunder, and furnish Distributor with relevant information, as
                determined by Visio, for the promotion of the Product;

        (d)     upon Distributor's request and at Distributor's sole expense,
                provide press kits, marketing literature, and such marketing
                support materials as are developed by Visio in the ordinary
                course of business that, in Visio's discretion, may be useful to
                Distributor in carrying out its obligations hereunder;

        (e)     provide notice of upgrades and identified problems, and
                technical letters to Distributor;

        (f)     upon Distributor's request and at Distributor's sole expense,
                provide training of the Products for Distributor's sales,
                marketing, technical support, customer service and engineering
                functions;

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        (h)     Visio shall pay to Distributor an amount equal to (i) [*] per
                unit for all units of Visio v.4.0J sold-through to distributors
                other than Distributor during the period from April 1, 1997
                through June 30, 1997 (the "Period") and (ii) [*] per unit for
                all units of Visio Technical v.4.1J sold-through to distributors
                other than Distributor during the Period. Distributor shall
                receive the payment as set forth in this Section 7(h) by July
                31, 1997.

8. ACCEPTANCE

Distributor shall examine all shipments of Products upon receipt to confirm that
the shipment contains the proper Product quantities and that no damage has
occurred during shipping. Distributor shall be deemed to have accepted a
shipment of Products unless it provides Visio with written notice of rejection
within seven (7) days after receipt of the shipment. Such notice shall specify
in detail any claimed Product quantity deficiencies. All claims for goods
damaged during shipment within Japan shall be made directly to Distributor's
carrier.

9. PRODUCT ORDERS, ORDER CHANGES AND SHIPMENT SCHEDULES

If Distributor places an order for Products that is not in excess of the
projections for Product orders as stated herein, Visio shall ship the Products
in a prompt fashion. If Distributor's order is in excess of such projections,
Distributor must place its orders at least thirty (30) days prior to the
requested shipment date. Each order must include a written shipment schedule
which shall be subject to Visio's approval. Visio will ship the Product for
accepted orders to the address listed in the first paragraph of this Agreement,
or to such other address specified by Distributor and approved in advance by
Visio. Distributor shall place one main monthly order for all products in line
with the forecast as per this Agreement and to support Sell-Through. Distributor
shall also be entitled to make one further order in any given calendar month.
Visio may at its sole discretion accept further orders from Distributor in the
same calendar month.

10. RETURN OF MERCHANDISE

        (a)     For Products manufactured pursuant to this Agreement, the
                parties will use best efforts to establish a mutually agreed
                upon verification and credit process for return of Products.

        (b)     Subject to Section 10(c) herein, Distributor may only return
                Products to Visio as follows:

                (i)     if the Product has not be accepted pursuant to Section
                        8;

                (ii)    if the Product is being returned pursuant to any end
                        user warranty claim pursuant to Section 11; or

                (iii)   Products as listed in Exhibit B, for which Product
                        updates have been issued ("Obsolete Product") may be
                        exchanged but only if:


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                        Distributor returns the Obsolete Products to Visio
                        within forty-five (45) days after notification from
                        Visio of the discontinuance of a Product or the release
                        of a Product update and such Obsolete Product is
                        exchanged for new Products on an equivalent value basis.
                        In returning Obsolete Product, Distributor shall return
                        Product disks to Visio and destroy all Product
                        documentation. However, if Visio authorizes Distributor
                        not to return the Obsolete product, Distributor must
                        destroy all copies of the Obsolete Product disks and all
                        Obsolete Product documentation. Visio shall provide
                        notice in writing of each Product update to Distributor
                        at least ninety (90) days prior to the shipping date of
                        that Product update.

        (c)     Distributor shall pay all expenses, including without
                limitation, freight, duties and insurance for returned Products.

11.  WARRANTY

         (a)      Limited Warranty

         Visio warrants its Products to end users as set out in the written
         limited warranty document accompanying each Product. Visio will accept
         all Products returned by end users, for failure to meet the written
         limited warranty, which are processed by Distributor provided that: (I)
         written notice of the end user warranty claim is received by Visio from
         Distributor within thirty (30) days of Distributor's receipt of such
         claim from the Customer, (ii) after Visio's authorization, the
         non-conforming Products are returned by Distributor to Visio, freight
         charges prepaid, and (iii) after examination, Visio determines to its
         satisfaction that the Products are non-conforming. All replacement
         Products are delivered subject to the terms of the Visio limited
         product warranty. Distributor's sole remedy and Visio's sole obligation
         under this Section 11 shall be, at Visio's sole election, replacement
         of the returned Product or issuance of a credit by Visio for the
         original purchase price paid therefor by Distributor. THE FOREGOING
         LIMITED WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
         IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY
         AND FITNESS FOR A PARTICULAR PURPOSE, AND OF ALL OTHER OBLIGATIONS OR
         LIABILITIES ON VISIO'S PART.

         (b)      No Other Warranties

         Neither Distributor nor any of its employees, agents or
         sub-distributors shall have any right to make any other warranties or
         promises for the use of the Products which are not contained in the
         written warranty document accompanying the Product. Distributor may,
         however, make representations and give instructions for the use of the
         Product which are contained on the Product label or container, or end
         user documentation provided with the manual or Visio product literature
         denoted by Visio part number or authorized in writing by Visio.


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         (c)      No Warranties for Non-Visio Products

         Visio makes no warranties as to items distributed under a third party
         name, copyright, trademark, or trade name which may be included within
         the retail package. Visio makes no warranties as to items distributed
         by a third party of a Product sold hereunder. To the extent permitted
         by its contract with the supplier of such included item, Visio shall
         assign to Distributor any rights that Visio may have under such
         supplier's warranty.

12.  LIMITATION OF LIABILITY

         (a)      IN NO EVENT SHALL VISIO BE LIABLE FOR DIRECT, INDIRECT,
                  SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE
                  WHATSOEVER, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, USE
                  OF DATA OR OTHER COMMERCIAL LOSS WHETHER OR NOT VISIO HAS BEEN
                  ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION
                  SHALL APPLY TO ANY CLAIM OR CAUSE OF ACTION WHETHER IN
                  CONTRACT OR TORT (INCLUDING NEGLIGENCE), IN LAW OR EQUITY,
                  STRICT PRODUCT LIABILITY OR OTHERWISE, OR UNDER ANY OTHER
                  THEORY INCLUDING CLAIMS CONCERNING PATENT, COPYRIGHT OR OTHER
                  PROPRIETARY RIGHTS INFRINGEMENT.

         (b)      IN ANY EVENT, VISIO'S LIABILITY (I) UNDER ANY PROVISION OF
                  THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED BY THIS
                  AGREEMENT, OR, (ii) FOR ANY DAMAGES CAUSED BY A PROGRAM OR
                  DEFECT OR FAILURE IN ANY PRODUCT, OR (iii) ARISING FROM A
                  COURT OF PROPER JURISDICTION HOLDING ANY OF THE ABOVE
                  WARRANTIES OR DISCLAIMERS OF WARRANTIES INVALID, SHALL BE
                  LIMITED TO THE AMOUNT ACTUALLY PAID BY DISTRIBUTOR TO VISIO
                  PURSUANT TO THIS AGREEMENT. VISIO'S LIMITATION OF LIABILITY IS
                  CUMULATIVE WITH ALL OF DISTRIBUTOR'S EXPENDITURES BEING
                  AGGREGATED TO DETERMINE THE SATISFACTION OF THE LIMIT.
                  DISTRIBUTOR RELEASES VISIO FROM ANY AND ALL OBLIGATION,
                  LIABILITY, CLAIMS OR DEMANDS IN EXCESS OF THE LIMITATION. THE
                  PARTIES ACKNOWLEDGE THAT THE OTHER PARTS OF THIS AGREEMENT
                  RELY UPON THE INCLUSION OF THIS SECTION. THIS SECTION SHALL
                  SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.


13.  CONFIDENTIALITY

Distributor agrees to retain in confidence and to require all of its employees,
agents and subcontractors to retain in confidence all information identified by
Visio as confidential and all information which by the nature of the
circumstances surrounding its disclosure ought in good faith to be treated as
proprietary and/or confidential. Visio hereby identifies its communications to
Distributor regarding non-public information related to Microsoft Corporation as
confidential. Distributor


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agrees it will make no use of confidential information and know-how except under
the terms and during the existence of this Agreement. Distributor's obligation
to maintain confidential information in confidence shall extend to the earlier
of such time as the information is in the public domain through no fault of
Distributor or ten (10) years following the termination or expiration of this
Agreement. Distributor's confidentiality obligations set forth herein shall
survive any termination or expiration of this Agreement.

14. RIGHT TO AUDIT

During the term of this Agreement, Distributor agrees to keep all usual and
proper records in regard to its distribution and marketing of the Products.
Visio may cause an audit to be made of Distributor's records in order to verify
any statements issued by Distributor and to confirm Distributor's strict
compliance with the terms of this Agreement. Any audit conducted by Visio shall
be conducted during normal business hours in a manner so as to not unreasonably
interfere with Distributor's business. Visio shall pay all costs associated with
such audit unless the audit discloses that Distributor has materially violated
any of the terms of this Agreement, including but not limited to an audit which
reveals that fees paid by Distributor to Visio under Section 5 of this Agreement
for any quarter are less than ninety-five percent (95%) of what should have been
paid by Distributor for such quarter, in which event the costs of such audit
shall be borne entirely by Distributor, in addition to and without limitation of
any right or remedy Visio may have. Prompt payment of any amount found due and
owing Visio, including audit fees and expenses due Visio under this Section 14,
shall be made by Distributor upon demand by Visio.

15. COMPLIANCE WITH LAWS AND GOVERNMENT REGULATIONS

         (a)      Distributor shall at its own expense obtain and maintain any
                  and all governmental approvals required in the Territory for
                  the performance of the terms and conditions of this Agreement.
                  Distributor warrants and represents that the Products may be
                  imported into the Territory under the current laws of the
                  Territory.

         (b)      Distributor shall provide Visio with copies of any and all
                  governmental approvals and registrations that it obtains in
                  regard to this Agreement and the Products.

         (c)      If any necessary governmental approvals are not or cannot be
                  obtained within a reasonable time and in a form and substance
                  satisfactory to Visio, Visio may terminate this Agreement and
                  upon receipt of notice of termination by Distributor, this
                  Agreement shall be null, void and of no effect.


[*] Confidential Treatment Requested     - 12 -       ASG Distribution Agreement
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<PAGE>   13
16. RELATIONSHIPS BETWEEN PARTIES

All products supplied to Distributor hereunder shall be purchased by Distributor
for its own account at its own risk and resold only in accordance with the terms
hereof. Visio and Distributor are independent contractors and are not, and shall
not represent themselves as principal and agent or joint venturers. Distributor
shall act as a principal on its own behalf and has no legal power or authority,
expressed or implied, to act for or obligate Visio in any manner.

17. PROPRIETARY RIGHTS

         (a)      The parties agree not to disclose to any third party any
                  confidential information concerning the Products or any
                  information of a confidential nature about Visio. Distributor
                  acknowledges that Visio retains all copyrights and other
                  proprietary rights to the Products and Trademarks, and
                  specifically Distributor obtains only the rights to the
                  Products specifically granted in Section 2 hereof. Distributor
                  shall not reverse engineer, nor shall Distributor permit any
                  third party to reverse engineer, any of the Products.

         (b)      Distributor shall transfer no Product to a Customer unless (I)
                  such Product is packaged in such a way that the opening of the
                  package by the Customer obligates the Customer to comply with
                  Visio's terms and conditions for sale, or (ii) Distributor
                  shall have obtained from the Customer prior to such transfer a
                  signed copy of the Software License Agreement, as such may be
                  amended from time to time by Visio, signed copies of which,
                  with respect to each such Customer, shall be furnished to
                  Visio. Upon any amendment of the Software License Agreement,
                  Visio shall notify Distributor of such amendment and shall
                  furnish Distributor with a copy of the amended Software
                  License Agreement.

18. DURATION

This Agreement shall commence upon the execution of this Agreement by both
parties and shall terminate on December 31, 1997, unless earlier terminated by
either party, whereupon all rights and obligations of the parties hereunder
shall cease, except the obligations of Sections 11,12,13,14, 17, 18, 19, 20, and
21(a), (e) and (k) hereof and any other rights or obligations which survive the
termination hereof.

19. TERMINATION

This agreement may be terminated as follows:

         (a)      Automatically in the event the other party becomes insolvent
                  or bankrupt, makes an assignment for the benefit of creditors,
                  ceases to function as an ongoing concern and conduct its
                  operations in the normal course of business or has a trustee
                  or receiver appointed for it.

         (b)      By Distributor upon written notice to Visio, if Visio has
                  breached the terms of this Agreement in any material respect
                  and fails to cure such


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<PAGE>   14
                  breach within sixty (60) days after Visio's receipt of written
                  notice of such default.

         (c)      By Visio upon written notice to Distributor, in the event
                  Distributor breaches any of its obligations contained herein,
                  including without limitation the obligation to meet the key
                  performance measures as set forth in this Agreement.
                  Termination for failure to pay any money due hereunder shall
                  be effective ten (10) days after notice of termination to
                  Distributor, if Distributor's payment defaults have not then
                  been cured prior to the end of such ten (10) days. In all
                  other cases, termination shall be effective thirty (30) days
                  after notice of termination to Distributor if Distributor's
                  defaults have not then been cured prior to the end of such
                  thirty (30) days. The rights and remedies of Visio provided in
                  this Section 19 shall not be exclusive and are in addition to
                  any other rights and remedies provided by law or this
                  Agreement.

20. EFFECT OF TERMINATION

Upon any termination or expiration of this Agreement for any reason:

         (a)      Visio, at its option, may repurchase any or all Products then
                  in Distributor s possession which are in their original
                  packaging, undamaged, and are shown on Visio's then current
                  product List, at a price not greater than the price paid by
                  Distributor for such Products. Upon receipt of any Products so
                  repurchased from Distributor, Visio shall issue an appropriate
                  credit to Distributor's account.

         (b)      The due date of all outstanding invoices to Distributor for
                  Products shall automatically be accelerated to become due and
                  payable by immediate wire transfer on the effective date of
                  termination, even if longer terms have been previously agreed
                  to. All orders or portions thereof remaining un-shipped as of
                  the effective date of termination shall automatically be
                  canceled.

         (c)      For a period of one (1) year after the date of termination,
                  Distributor shall make available to Visio for inspection and
                  copying all books and records of Distributor that pertain to
                  Distributor's performance under and compliance with its
                  obligations, warranties and representations under this
                  Agreement.

         (d)      Distributor shall forthwith cease all use of Trademarks, and
                  will not use any mark which is confusingly similar to any
                  Trademark of Visio.

         (e)      Distributor shall return all Visio marketing literature and
                  materials to Visio.

         (f)      Neither Visio nor Distributor shall be liable to the other for
                  damages of any kind, including incidental or consequential
                  damages on account of the termination of this Agreement for
                  any reason.


[*] Confidential Treatment Requested     - 14 -       ASG Distribution Agreement
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<PAGE>   15

         (g)  Distributor will immediately cease all representations that it is
              a Visio Distributor.

         (h)  Neither party will be entitled to any reimbursement in any amount
              for any training, market development, investments or other costs
              expended by either party before the termination of this Agreement,
              or other payment as an indemnity or compensation for termination,
              regardless of the reason for, or method of, termination of this
              Agreement.

21.  MISCELLANEOUS

         (a)  Notice

              All notices or reports permitted or required under this Agreement
              must be in writing and must be delivered by personal delivery,
              telegram, facsimile transmission or by certified or registered
              mail (or airmail if international), return requested receipt, and
              shall be deemed given upon personal delivery, five (5) days after
              deposit in the mail, or upon acknowledgment or receipt of
              electronic transmission. Notices shall be sent to the address set
              forth above or to such other address as either party may specify
              in writing. All notices to Visio shall be sent to its President.

         (b)  Force Majeure

              Neither party will be liable hereunder by reason of any failure or
              delay in the performance of its obligations hereunder (except for
              the payment of money) on account of strikes, shortages, riots,
              insurrection, fires, flood, storm, explosions, acts of God, war,
              governmental action, labor conditions, earthquakes, or any other
              similar cause which is beyond the reasonable control of such
              party.

         (c)  Waiver

              The failure of either party to require performance by the other
              party of any provision hereof will not affect the full right to
              require such performance at any time thereafter nor will the
              waiver by either party of a breach of any provision hereof be
              taken or held to be a waiver of the provision itself.

         (d)  Severability

              In the event that any provision of this Agreement is found to be
              unenforceable or invalid under any applicable law or is so held by
              a court of competent jurisdiction, such unenforceability or
              invalidity will not render this Agreement unenforceable or invalid
              as a whole, and, in such event, such provision will be changed and
              interpreted so as to

[*] Confidential Treatment Requested      - 15 -      ASG Distribution Agreement
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<PAGE>   16
              accomplish the objectives of such unenforceable or invalid
              provision within the limits of applicable law or applicable court
              decision.

         (e)  Attorneys' Fees; Governing Law

              In the event an action is commenced to enforce a party's rights
              under this Agreement, the prevailing party in such action shall be
              entitled to recover its actual costs and reasonable attorneys'
              fees. This Agreement shall be governed by and interpreted in
              accordance with the laws of the State of Washington, USA, without
              reference to its rules relating to choice of law, except to the
              extent preempted by the laws of the United States of America which
              will then apply, and Distributor hereby consents to venue in and
              jurisdiction of the state and federal courts sitting in the State
              of Washington, USA. Distributor agrees that any lawsuit arising
              hereunder brought by Distributor shall be brought in either the
              state or federal courts sitting in King County, State of
              Washington, USA. Notwithstanding anything to the contrary in this
              Agreement, Visio shall have the right to elect in its sole
              discretion the forum for any law suit arising hereunder brought by
              Visio.

         (f)  Headings

              The Section headings appearing in the Agreement are inserted only
              as a matter of convenience and in no way define, limit, construe
              or describe the scope or extent hereof, and in no manner affect
              this Agreement.

         (g)  Amendments

              The parties agree that this Agreement may be amended by written
              agreement of the parties hereto.

         (h)  Counterparts

              This Agreement may be signed in two (2) or more counterparts, each
              of which shall be deemed to be an original, but which together
              will form a single Agreement as if both parties had executed the
              same document.

         (i)  Authority

              Each party warrants that (I) it has full power and authority to
              enter into and perform its obligations under this Agreement, (ii)
              this Agreement has been duly authorized by and is binding and
              enforceable upon such party, and (iii) the person signing this
              Agreement on that party's behalf has been duly authorized and
              empowered to enter into this Agreement.

[*] Confidential Treatment Requested      - 16 -      ASG Distribution Agreement
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<PAGE>   17
              Each party further acknowledges that it has read this Agreement,
              understands it, and agrees to be bound by it.

         (j)  Approvals

              In each case where approvals or consents of either party are
              required under this Agreement, such approvals or consents shall
              not be unreasonably withheld.

         (k)  Indemnification

              Distributor hereby agrees to defend, indemnify and hold harmless
              Visio and its employees, officers and directors from and against
              any and all claims, demands, causes of action, damages, losses,
              expenses and liabilities (including without limitation, attorneys'
              fees, actual litigation costs, and settlement costs) arising out
              of or in any way connected with any breach by Distributor of any
              of the terms of this Agreement.

         (l)  Assignment

              This Agreement shall be binding upon and inure to the benefit of
              the parties hereto and their respective successors and assigns,
              except that Distributor may not assign, nor attempt to assign, its
              rights or obligations under this Agreement in any way without the
              prior written consent of Visio.

         (m)  Compliance With Anti-Boycott Laws

              Distributor shall at all times during the term of this Agreement
              comply with U.S. Anti-Boycott laws. Such compliance means, without
              limitation, that Distributor shall not provide information, refuse
              to do business, require any third parties to refuse to do
              business, make or cause third parties to make discriminatory
              employment decisions, or knowingly agree to take any of the
              foregoing actions, with intent to comply with, further or support
              a boycott not sanctioned by the U.S. Government (except as set
              forth in 14 C.F.R. Part 769.3). Distributor shall report to Visio
              any request that Distributor is required to report to the U.S.
              Department of Commerce under 15 C.F.R. Part 769.6, and shall
              provide Visio with a copy of any information or document that it
              submits in response to such a reportable request. Distributor
              shall be solely responsible for and shall indemnify, defend, and
              hold harmless Visio in connection with any liability and costs
              that Distributor or Visio incurs as a result of any violation by
              Distributor of U.S. Anti-Boycott

[*] Confidential Treatment Requested      - 17 -      ASG Distribution Agreement
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<PAGE>   18
              laws.

         (n)  Export of Product

              Distributor agrees that it does not intend to and will not
              knowingly, without prior written consent, if required, of the
              Office of Export Administration of the United States Department of
              Commerce, Washington D.C. 20230, directly or indirectly, export or
              transmit any Product or direct data therefrom to any country that
              is subject to U.S. export restrictions (currently including, but
              not necessarily limited to, Cuba, Iraq, Libya, Montenegro, Serbia,
              and North Korea) and any group Q, S, W, Y, or Z country specified
              in Supplement No. l to Section 770 of Export Administration
              Regulation issued by the U.S. Department of Commerce or to any
              other country to which such export or transmission is restricted
              by such regulations or applicable statutes.

         (o)  Government Licenses

              Any Product which Distributor licenses or acquires under this
              Agreement for or on behalf of the United States of America, its
              agencies, instrumentalities, or agents ("U.S. Government") is
              provided to Distributor with RESTRICTED RIGHTS and shall be
              provided to the U.S. Government with RESTRICTED RIGHTS. Use,
              duplication, or disclosure by the U.S. Government is subject to
              restrictions as set forth in subparagraph (C)(l)(ii) of the Rights
              in Technical Data and Computer Software clause at DFARS, 48 C.F.R.
              52.227-7013 or subparagraphs (C)(l) and (C)(2) of the Commercial
              Computer Software--Restricted Rights clause at FAR, 48 C.F.R.
              52.227-19. Distributor shall comply with any requirements of the
              Government to obtain such RESTRICTED RIGHTS.
              Contractor/manufacturer is Visio Corporation/520 Pike Street/Suite
              1800/Seattle, Washington 98101-4001, USA.

         (p)  Entire Agreement

              This Agreement (including the Exhibits) sets forth the entire
              understanding and agreement of the parties as to the matters
              covered hereby. This Agreement supersedes any prior or collateral
              agreements, including that certain Distribution Agreement dated as
              of January 1, 1995 and amended March 8, 1996 between ASCII
              Corporation and Visio, with respect to the matters covered by this
              Agreement.

[*] Confidential Treatment Requested      - 18 -      ASG Distribution Agreement
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<PAGE>   19
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date set forth above. All signed copies of this Agreement shall be deemed
originals.

<TABLE>
<S>                                                <C>
Visio Corporation                                  ASCII Something Good, Inc.
ASCII Something Good, Inc.

By   /s/ Marty Chilberg                            By   /s/ Keiichi Sakamoto
   -----------------------------------                ----------------------------------

   Marty Chilberg                                     Keiichi Sakamoto
--------------------------------------             -------------------------------------
Name (Print)                                       Name (Print)

   Vice President                                     President
--------------------------------------             -------------------------------------
Title                                              Title

   September 25, 1996                              October 3, 1996
--------------------------------------             -------------------------------------
Date                                               Date


Visio International, Ltd.

By   /s/ Marty Chilberg
   -----------------------------------
   Marty Chilberg
--------------------------------------
Name (Print)

   Director
--------------------------------------
Title

 September 25, 1996
--------------------------------------
Date
</TABLE>

[*] Confidential Treatment Requested      - 19 -      ASG Distribution Agreement
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<PAGE>   20
                                    EXHIBIT A


                                 PRICE SCHEDULE


Purchase Price (per unit) from the Effective Date until March 31, 1997

<TABLE>
<CAPTION>
------------------------------------------------------------------------
                                                             $ USD
------------------------------------------------------------------------
<S>                                                          <C>
Visio v4.0J (retail)                                                [*]
------------------------------------------------------------------------
Visio Technical v4.1J (retail)                                      [*]
------------------------------------------------------------------------
Visio Technical v4.1J (upgrade)                                     [*]
------------------------------------------------------------------------
</TABLE>



Purchase Price (per unit) from the Effective Date until June 30, 1997

<TABLE>
<CAPTION>
------------------------------------------------------------------------
                                                             $ USD
------------------------------------------------------------------------
<S>                                                          <C>
Visio v4.0J (license) 1, 10, 50                                     [*]
------------------------------------------------------------------------
Visio v4.0J (license) 100+                                          [*]
------------------------------------------------------------------------
Visio Technical v4.1J (license) 1, 10, 50                           [*]
------------------------------------------------------------------------
Visio Technical v4.1J (license) 100+                                [*]
------------------------------------------------------------------------
</TABLE>



Purchase Price (per unit) from July 1, 1997 until December 31, 1997

<TABLE>
<CAPTION>
------------------------------------------------------------------------
<S>                                                          <C>
                                                             $ USD
------------------------------------------------------------------------
Visio v4.0J (license) 1, 10, 50                                     [*]
------------------------------------------------------------------------
Visio v4.0J (license) 100+                                          [*]
------------------------------------------------------------------------
Visio Technical v4.1J (license) 1, 10, 50                           [*]
------------------------------------------------------------------------
Visio Technical v4.1J (license) 100+                                [*]
------------------------------------------------------------------------
</TABLE>


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<PAGE>   21
                                    EXHIBIT B


                                    PRODUCTS



Visio v4.0J (retail)
Visio v4.0J (license) 1, 10, 50
Visio v4.0J (license) 100+

Visio Technical v4.1J (retail)
Visio Technical v4.1J (upgrade)
Visio Technical v4.1J (license) 1, 10, 50
Visio Technical v4.1J (license) 100+


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<PAGE>   22
                                    EXHIBIT C


                                 SALES FORECAST




Key performance measures:

Forecast (number of units)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
               Product                     Quarter ended         Quarter ended       Quarter ended       Totals
                                         December 31, 1996      March 31, 1996       June 30, 1997
--------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                    <C>                  <C>                  <C>
Visio v4.0J (retail)                            [*]                   [*]                 [*]              [*]
--------------------------------------------------------------------------------------------------------------------
Visio v4.0J (license)                           [*]                   [*]                 [*]              [*]
--------------------------------------------------------------------------------------------------------------------
Visio Technical v4.1J (retail)                  [*]                   [*]                 [*]              [*]
--------------------------------------------------------------------------------------------------------------------
Visio Technical v4.1J (license)                 [*]                   [*]                 [*]              [*]
--------------------------------------------------------------------------------------------------------------------
Visio Technical v4.1J (upgrade)                 [*]                                                        [*]
--------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------
                                Totals          [*]                   [*]                 [*]              [*]
--------------------------------------------------------------------------------------------------------------------
</TABLE>


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<PAGE>   23
                                    EXHIBIT D


                             NONCOMPETITIVE PRODUCTS

The CARD for Windows. The GRAPH for Windows, CANDY for Windows, VOICE MOUSE,
OLENS, VINCENT, Super JG, Super Kid, Midisoft STUDIO, PC Paintbrush, PHOTO
FINISH, WingZ, CARD PRESS, 3-D PERS for Windows, 3-D PERS, CANDY, The CARD,
Media Room, Music Magic, Presentation Partner, Music Mentor, Sound Impression,
JAM TRAX, Audio Works, Media Browser, Media Works, Softkicker, SMART Sketch,
DESK SONIC, CARD 3+ Graph, Z's STAFF KID, Calendar Creator, Key Note, FUDEOh,
HOHSEI Fit, Letter Express, EIBUN Rescue (English Rescue), Motion Magic, Stmage,
Vmaker, SANKAKU DENDEN, Power++, WinTutor, Internet Rescue, Web Pilot, Ninja,
Ninja Filer


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<PAGE>   24
                                    EXHIBIT E


                        DISTRIBUTOR MARKETING COMMITMENT

Key Performance Measures:

Advertising
Distributor will create, produce, and employ advertisements as follows:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
         Advertising          Oct. 1996           Nov. 1996     Dec. 1996   Jan. 1997
-----------------------------------------------------------------------------------------------
<S>                           <C>                 <C>            <C>         <C> 
Visio v4.0J                   [*]
-----------------------------------------------------------------------------------------------
Visio Technical v4.1J         [*]                     [*]             [*]         [*]
-----------------------------------------------------------------------------------------------
</TABLE>


Visio v4.0J Advertising Media Schedule (number of pages) Sept. 1996 - June 1997

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
Magazine                 Sept.  Oct.   Nov.   Dec.    Jan.   Feb.   Mar.    Apr.   May    June   Number
                         1996   1996   1996   1996    1997   1997   1997    1997   1997   1997    of Pages
------------------------------------------------------------------------------------------------------------
<S>                      <C>    <C>    <C>    <C>     <C>    <C>    <C>     <C>    <C>    <C>    <C>
[*]                             [*]                                 [*]                          [*]
------------------------------------------------------------------------------------------------------------
[*]                             [*]                          [*]                                 [*]
------------------------------------------------------------------------------------------------------------
[*]                      [*]                  [*]                   [*]                          [*]
------------------------------------------------------------------------------------------------------------
[*]                      [*]                                                [*]           [*]    [*]
------------------------------------------------------------------------------------------------------------
[*]                                                          [*]                                 [*]
------------------------------------------------------------------------------------------------------------
[*]                                    [*]                                                       [*]
------------------------------------------------------------------------------------------------------------
[*]                      [*]           [*]                                         [*]           [*]
------------------------------------------------------------------------------------------------------------
[*]                      [*]           [*]    [*]     [*]    [*]    [*]     [*]    [*]           [*]
------------------------------------------------------------------------------------------------------------
[*]                      [*]                          [*]           [*]            [*]           [*]
------------------------------------------------------------------------------------------------------------
[*]                                           [*]            [*]                          [*]    [*]
------------------------------------------------------------------------------------------------------------
[*]                             [*]                   [*]                   [*]                  [*]
------------------------------------------------------------------------------------------------------------
             Total Pages [*]    [*]    [*]    [*]     [*]    [*]    [*]     [*]    [*]    [*]    [*]
------------------------------------------------------------------------------------------------------------
</TABLE>

Visio Technical v4.1J Advertising Media Schedule (number of pages) Sept. 1996 -
June 1997

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
Magazine                 Sept.  Oct.   Nov.   Dec.    Jan.   Feb.   Mar.   Apr.    May    June   Number
                         1996   1996   1996   1996    1997   1997   1997   1997    1997   1997    of Pages
------------------------------------------------------------------------------------------------------------
<S>                      <C>    <C>    <C>    <C>     <C>    <C>    <C>    <C>     <C>    <C>    <C>
[*]                             [*]                                 [*]                          [*]
------------------------------------------------------------------------------------------------------------
[*]                                    [*]                                 [*]                   [*]
------------------------------------------------------------------------------------------------------------
[*]                                           [*]                                  [*]           [*]
------------------------------------------------------------------------------------------------------------
[*]                                                   [*]                                 [*]    [*]
------------------------------------------------------------------------------------------------------------
[*]                                    [*]                   [*]                                 [*]
------------------------------------------------------------------------------------------------------------
             Total Pages        [*]    [*]    [*]     [*]    [*]    [*]    [*]     [*]    [*]    [*]
------------------------------------------------------------------------------------------------------------
</TABLE>

Marketing Collateral:

Distributor will create, produce and employ the following marketing collateral:
1.   [*]
2.   [*]
3.   [*]
4.   [*]
5.   [*]
6.   [*]
7.   [*]


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<PAGE>   25
                                    EXHIBIT F


                 VISIO TECHNICAL 4.1J PRODUCT LAUNCH ACTIVITIES


Distributor commits to the following activities related to the launch of Visio
Technical 4.1J in October 1996:

1.   Organize and assist Visio with a series of interviews and product
     demonstrations with the press, planned for October 14, 15 and 16, 1996.

2.   Organize and assist Visio with a series of meetings and product
     demonstrations with key distributors including [*] and with resellers
     including [*], planned for October 14, 15 and 16, 1996.

3.   Create, produce and mail [*] upgrade mailers to the Visio registered user
     and Visio prospect base, to be completed by October 31, 1996.


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<PAGE>   26
                                    EXHIBIT G


                CUSTOMER SERVICE AND TECHNICAL SUPPORT ACTIVITIES

Customer Service:

Distributor shall handle the following types of service requests:
         1.    Replacement product diskettes
         2.    Product literature
         3.    Dealer location information
         4.    Fulfillment of special offers and promotions
         5.    Tracking customer information requests
         6.    Maintaining product registrations and the customer database



Technical Support:

Distributor will provide Visio product customers with high quality technical
support via phone and fax to the registered user base. Distributor shall provide
the following to Visio (in both Seattle and Dublin):
         1.    Customer name and address details on a monthly basis
         2.    24-hour response to customer technical support queries
         3.    Technical support metrics (number of calls, and hold and
               abandonment rate) on a monthly basis
         4.    Customer feedback

Distributor shall track all technical support queries by customer and shall
inform Visio (Dublin) of any issues which could not be resolved.


[*] Confidential Treatment Requested      - 26 -      ASG Distribution Agreement
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