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                                                                  EXHIBIT 10.17

                    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)



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              herein, 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.

1.  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

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              mentioned in any advertisement, brochure, or other material
              circulated 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.

         1.   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 


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              enable Visio to obtain the U.S. tax credit. Distributor agrees to
              indemnify and hold Visio harmless from any encumbrance, fine,
              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;

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

         (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;

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              (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;

              (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;

         (a)  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;

         (b)  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;

         (c)  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;

         (d)  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;

         (e)  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;


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         (f)  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;

         (g)  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

         (h)  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.

1.  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;

         (g)  manage all negotiations with Microsoft Corporation; and


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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.

1.  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

         (j)  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.

         (k)  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.

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

11. WARRANTY

         (k)  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 LIABLITY

         (l)  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 T'HE
              POSSIBLITY 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.

         (m)  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 


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non-public information related to Microsoft Corporation as confidential.
Distributor 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

         (o)  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.

         (p)  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.

         (q)  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.

ASG Distribution Agreement
[*] Confidential Treatment Requested

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<PAGE>   13
1.    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

         (q)  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.

         (r)  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.

1.    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.


                                     - 13 -
<PAGE>   14
         (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 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.

1.    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.

                                     - 14 -
<PAGE>   15
         (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.

         (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


                                     - 15 -
<PAGE>   16
              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 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


                                     - 16 -
<PAGE>   17
              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.

              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


                                     - 17 -
<PAGE>   18
              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 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 


                                     - 18 -
<PAGE>   19
              Visio, with respect to the matters covered by this Agreement.



                                     - 19 -
<PAGE>   20
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.

Visio Corporation                      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


                                     - 20 -
<PAGE>   21
                                    EXHIBIT A

                                 PRICE SCHEDULE



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

----------------------------------------------------------------------
                                                           $ USD
----------------------------------------------------------------------
Visio v4.0J (retail)                                              [*]
----------------------------------------------------------------------
Visio Technical v4.1J (retail)                                    [*]
----------------------------------------------------------------------
Visio Technical v4.1J (upgrade)                                   [*]
----------------------------------------------------------------------



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

----------------------------------------------------------------------
                                                            $ 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+                              [*]
----------------------------------------------------------------------



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

----------------------------------------------------------------------
                                                           $ 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+                              [*]
----------------------------------------------------------------------

ASG Distribution Agreement
[*] Confidential Treatment Requested


                                     - 21 -
<PAGE>   22
                                    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+


                                     - 22 -
<PAGE>   23
                                    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>

ASG Distribution Agreement
[*] Confidential Treatment Requested

                                     - 23 -
<PAGE>   24
                                    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


                                     - 24 -
<PAGE>   25
                                    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.    [*]

ASG Distribution Agreement
[*] Confidential Treatment Requested

                                     - 25 -
<PAGE>   26
                                    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.


ASG Distribution Agreement
[*] Confidential Treatment Requested

                                     - 26 -
<PAGE>   27
                                    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.



                                     - 27 -