EXHIBIT 10.1



                             MOTO GUZZI CORPORATION

                                 (the "Vendor")


                                     - and -


                                                                 - on one side -

                                 APRILIA S.p.A.

                                (the "Purchaser")

                                                           - on the other side -

                   -------------------------------------------


                  PRELIMINARY SHARE SALE AND PURCHASE AGREEMENT

                   -------------------------------------------


                                April 14th, 2000


<PAGE>

                  PRELIMINARY SHARE SALE AND PURCHASE AGREEMENT


               THIS AGREEMENT dated this 14th day of April, 2000.


                                  BY AND AMONG


Moto Guzzi Corporation,  a corporation existing under the laws of Delaware, with
registered office in 350 Park Avenue, 10022 New York, NY USA, hereby represented
by Mr. Gianni Bulgari , (hereinafter the "Vendor");

                                                               on the first part


                                       and


Aprilia  S.p.A.,  a company  existing under the laws of Italy,  with  registered
office in Via Galileo Galilei,  1, 30033 Noale (VE), fiscal code no. 10089520158
hereby  represented by Mr. Ivano Beggio, in the quality of Chairman of the Board
of Directors (hereinafter the "Purchaser");

                                                              on the second part


                                     WHEREAS


a)       the  Vendor is the owner of 100% of the  subscribed,  issued  and fully
         paid share capital of Moto Guzzi S.p.A.,  a company  existing under the
         Italian  law,  with  registered  office in Mandello  del Lario (LC) via
         Parodi 57;

b)       the  Vendor is the owner of 100% of the  subscribed,  issued  and fully
         paid quota capital of MGI Motorcycle GmbH, a company existing under the
         German law, with registered office in Grasellenbach-Hammelbach;

c)       the Vendor is the owner of 99% of the subscribed, issued and fully paid
         quota capital of Moto Guzzi France  S.a.r.l.,  a company existing under
         the French law, with registered office in Villepinte,  Zone d'Activites
         Centrales, Parc de Villepinte lot D 18, 7 allee des Grives;

d)       the remaining 1% of Moto Guzzi France S.a.r.l.  (the "Remaining Quota")
         is  owned  by  Matteo  Emilio  Pizzoccaro,  born in Milan on the 4th of
         February, 1967, Fiscal Code: PZZ MTM 67B04 F205N;

e)       the Vendor is the owner of 100% of the outstanding shares (all of which
         are duly  issued and fully paid) of Moto Guzzi North  America  Inc.,  a
         company  existing  under  the  laws  of  North  Carolina  (USA),   with
         registered  office in 455 W Depot Street,  Angier, NC 27501 (Moto Guzzi
         S.p.A., Moto Guzzi France S.a.r.l.,  MGI Motorcycle GmbH and Moto Guzzi
         North America Inc.
         hereinafter jointly referred to as the "Subsidiaries");

f)       the Vendor desires to sell to the Purchaser and the Purchaser, based on
         the information  contained in the Information  Memorandum  delivered to
         Purchaser  prepared by Banca IMI,  financial  advisor to the Vendor and
         the  Vendor,  and  after  evaluation  of the  Information  (as  defined
         hereinafter)  as a result of the due  diligence  activity,  desires  to
         purchase from the Vendor the entire  interest held by the Vendor in the
         Subsidiaries;  in  particular,  the  Vendor  desires  to  sell  to  the
         Purchaser  and the Purchaser  desires to purchase from the Vendor:  (i)
         100%  shareholding in Moto Guzzi S.p.A.;  (ii) 99% quotaholding in Moto
         Guzzi France S.a.r.l.;  (iii) 100%  quotaholding in MGI Motorcycle GmbH
         and; (iv) 100% shareholding in Moto Guzzi North America Inc.

g)       OAM (as  defined  below) and Vendor  have  granted to the  Subsidiaries
         certain shareholders' loans indicated in Schedule 1 attached hereto and
         intend  to  be  reimbursed  of  such  loans  in  connection   with  the
         transaction described herein;

h)       OAM has secured certain repayment obligations  undertaken by Moto Guzzi
         SpA vis a vis Banca Nazionale del Lavoro,  Modena Branch,  by providing
         cash  collateral,  and  intends  to be  released  from  such  guarantee
         obligations in connection with the transaction  described  herein,  and
         the Purchaser intends to assume such guarantee obligations;

i)       the  Vendor  is  entitled  to  the  use  of  certain   industrial   and
         intellectual  property of the  Subsidiaries,  including  the Moto Guzzi
         trademarks  indicated in Schedule 2 and, with the  consummation  of the
         transaction contemplated herein, intends to assign to Purchaser all its
         interest in such industrial and intellectual property, including in all
         Moto Guzzi trademarks and to cease all use thereof;

THIS AGREEMENT WITNESSES THAT in consideration of the foregoing premises and the
respective  promises,  covenants and agreements  contained  herein,  the Parties
hereto hereby agree as follows:

1.     INTERPRETATION
1.1    Defined Terms

        For the  purposes  of  this  Agreement,  unless  the  context  otherwise
        requires,  the following terms shall have the meanings set out below and
        grammatical  variations  of such  terms  shall  have  the  corresponding
        meanings;  capitalised  terms used in this  Agreement  and not otherwise
        defined have the meanings set out in this section 1.1.

        "Agreement" means this preliminary share sale and purchase  agreement as
        per  articles  1351,  2645  bis,  and 2932 of the  Italian  Civil  Code,
        together  with all  recitals  and the  Schedules  hereto,  as amended or
        supplemented from time to time in accordance with its terms.

        "Applicable  Laws"  means  all  statutes,  laws,  by-laws,  regulations,
        ordinances,  codes,  directives,   instructions,  rules  and  orders  of
        governmental or other public authorities having  jurisdiction in respect
        of a particular matter, and all amendments thereto,  and any judicial or
        administrative   interpretation  thereof  by  any  Governmental  Entity,
        including  any  judicial or  administrative  order,  consent,  decree or
        judgement, applicable to the Subsidiaries;

        "Banca  IMI"  means  Banca  d'Intermediazione   Mobiliare  S.p.A.,  with
        registered office in Milano, Corso Matteotti n. 4/6, Italy.

        "Business  Day" means a day which is neither a Saturday,  a Sunday nor a
        legal holiday in Italy or the United States of America.

        "Closing"  means the  consummation of the sale and the completion of all
        the formalities described in Article 3.4.2 of this Agreement.

        "Closing Date" means July 31st, 2000 or such other date as may be agreed
        upon in writing between the Parties, as soon as the conditions precedent
        under article 2 are fulfilled;  provided  however that (i) Purchaser and
        Vendor, as far as each of them is respectively concerned, shall make all
        their best efforts to ensure that all conditions precedent under article
        2 shall  be  fulfilled  within  July  31st,  2000,  and  (ii)  under  no
        circumstances the Closing Date may take place after August 31st, 2000.

        "DM" means the  currency of Germany  that,  at the time of  payment,  is
        legal tender.

        "Escrow Account": shall mean the escrow account jointly opened by Vendor
        and Purchaser with the Escrow Agent to be managed in accordance with the
        Escrow Agreement attached hereto as Schedule 4.

        "Escrow Agent":  shall mean Banca di Intermediazione  Mobiliare IMI SpA,
        with  registered  offices  in  Milan,  Corso  Matteotti,  4/6,  and/or a
        fiduciary company of the same group as Banca IMI, designated by the said
        Banca IMI.

        "Escrow Agreement": shall mean the escrow agreement substantially in the
        form attached  hereto as Schedule 4, being  understood that the economic
        terms and conditions contained therein shall not be modified.

        "Escrow Fund": means the amount of ITL 10.375.000.000 (ten billion three
        hundred seventy five million) deposited in the Escrow Account.

        "FF" means the currency of France that, at the time of payment, is legal
        tender.

        "Financial   Statements"  means,   collectively,   the  Management  Date
        Financial  Statement  and  the  Interim  Financial  Statement,  prepared
        according to US GAAP.

        "Information"   means  all  facts,   documents  and   instruments,   and
        information  relating  to both the  Vendor  and the  Subsidiaries,  made
        available to the  Purchaser,  either  directly or through its  advisors,
        with respect to which the Purchaser  acknowledges that it was made aware
        of the Information and was able to assess its contents, and includes the
        Information Memorandum ("Information  Memorandum") prepared by Banca IMI
        and  the  Vendor.   The  Parties  however  agree  that  the  Information
        Memorandum is subject to the disclaimers contained therein,  which apply
        to the sole Banca IMI, and that therefore  Banca IMI will not in any way
        be  responsible  for  the  information  contained  in  such  Information
        Memorandum and for the Information.

        "Interim  Financial  Statement"  means the aggregate asset and liability
        statement relating to the Subsidiaries as at December 31st, 1999, a copy
        of which is included in Schedule 5, prepared according to US GAAP.

        "ITL" means the currency of Italy that, at the time of payment, is legal
        tender.

        "Liens"  means  any  title  defect,  conflicting  or  adverse  claim  of
        ownership,  mortgage,  security  interest,  lien,  encumbrance,  pledge,
        claim,  right of first  refusal,  option,  charge,  restriction,  lease,
        attachment, easement or any other encumbrance.

        "Losses",  any damage,  cost, loss or liability  effectively  borne by a
        Party which are a direct  consequence  of the breach of any of the terms
        and conditions of this  Agreement,  or of the  shareholders'  litigation
        described in article 2.5 below.

        "Management Date": means April 30th, 2000 at 12.00 p.m. Milan time.

        "Management  Date  Financial  Statement"  means the aggregate  asset and
        liability  statement  relating to the  Subsidiaries as of the Management
        Date,  prepared according to US GAAP and, more precisely,  as set out in
        the Schedule 3.

        "Management  Period":  means the period between the Management  Date and
        the Closing Date.

        "OAM":  means OAM SpA, a company existing under the laws of Italy,  with
        registered offices in Via Fieno, 8, Milan Italy.

        "Parties" means, collectively, the Vendor, and the Purchaser and "Party"
        means any one of them.

        "Purchase  Price"  means the price to be paid by the  Purchaser  for the
        purchase of the Shares, as set out in section 3.2, and as to be adjusted
        in accordance with article 3.6 below.

        "Purchaser"  means Aprilia S.p.A.,  a company existing under the laws of
        Italy with  registered  office at Via  Galileo  Galilei,  1, 30033 Noale
        (Venezia).

        "Purchaser's  Auditor":  means the auditor  which shall be designated by
        the Purchaser by April 18th, 2000.

        "Remaining  Quota" means 1%  quotaholding  of Moto Guzzi France S.a.r.l.
        held by Mr. Matteo Emilio Pizzoccaro.

        "Schedule"  refers to one of the several written  schedules  attached to
        this Agreement.

        "Shareholders'  Loans": means the shareholders' loans granted by OAM and
        Vendor to the Subsidiaries, as indicated in Schedule 1 attached hereto.

        "Shares"  means the total of (i) 2.000.000  shares of Moto Guzzi S.p.A.,
        which represent 100% of the issued corporate  capital of said company or
        such  number of  shares  as shall  represent  100% of the  entire  share
        capital of Moto Guzzi  S.p.A.  at the Closing  Date;  (ii) 4950 quota of
        Moto Guzzi France S.a.r.l.,  which represent 99% of the issued corporate
        capital of said company or such number of quotas as shall  represent 99%
        of the entire capital of Moto Guzzi France S.a.r.l. at the Closing Date;
        (iii) DM 100.000 quota of MGI Motorcycle  GmbH,  which represent 100% of
        the issued corporate capital of said company or such number of quotas as
        shall  represent  100% of the entire  capital of MGI GmbH at the Closing
        Date,  and;  (iv) 600 shares of Moto Guzzi  North  America  Inc.,  which
        represent 100% of the issued and outstanding  corporate  capital of said
        company,  or such number of shares as shall represent 100% of the issued
        and outstanding  capital of Moto Guzzi North America Inc. at the Closing
        Date.

        "Tax" means any tax, levy,  charge,  duty,  impost,  stamp duty or other
        tax, payable or levied by any Governmental Entity on the Subsidiaries.

        "Tax Return" means any return, declaration,  report, information return,
        statement or other  similar  document  relating to Taxes,  including any
        schedule or attachment thereto and any amendment thereof.

        "US $" means the currency of the United  States of America  that, at the
time of payment, is legal tender.

        "US GAAP" means the Generally Accepted  Accounting  Principles in use in
the United States of America.

        "Vendor" means, Moto Guzzi Corporation.

        "Vendor's Auditor": means Arthur Andersen SpA, Milan office.
1.2    Interpretation Generally

       For the purpose of this Agreement, except as otherwise expressly provided
or unless the context otherwise requires:

        (a)       the terms defined in this Agreement have the meanings ascribed
                  to them herein and include the plural as well as the  singular
                  and the use of any  gender  herein  shall  include  the  other
                  gender;

        (b)       each reference to an "Article" of this Agreement shall include
                  all sections of such Article and, similarly, each reference to
                  a "section" shall include all subsections of such section.

1.3    Schedules

       The following Schedules are attached to and form part of this Agreement:

        1)      Shareholders' Loans

        2)      Trademarks

        3)      Form of Management Date Financial Statement

        4)      Escrow Agreement

        5)      Interim Financial Statement

        6)      Clifford Chance Timetable

        7)      Attribution  of  the  payment  of the  Purchase  Price  to  each
                Subsidiary

        8)      Resignation letter by corporate officers

        9)      By laws of the Subsidiaries

        10)     Liens on Assets

        11)     Lease Agreements

        12)     Liens on Real Property

        13)     Litigation

        14)     Law 626/1994 Issues

        15)     Employees

        16)     Wages

        17)     Product liability

        18)     Insurance policies

        19)     Commitment not to compete

        20)     Opinion by Counsel to Vendor

1.4     Accounting Terms

        The Interim Financial Statement have been prepared in accordance with US
        GAAP. Any accounting term used in this Agreement,  or to be used for the
        drafting of the  Financial  Statements  shall have the meaning  ascribed
        thereto pursuant to the US GAAP.



2.      ANTITRUST - aPPROVALS - DISCLOSURE - SHAREHOLDERS' LITIGATION
2.1     Antitrust Communication

        This  Agreement  is subject to the  notification  by the  Parties to the
        Autorita  Garante della  Concorrenza e del Mercato  ("Italian  Antitrust
        Authority") of the transaction  contemplated  hereunder. To this end the
        Purchaser,  with the  cooperation  of the Vendor,  hereby  undertakes to
        perform all the  obligations  set forth in article 16 of Law October 10,
        1990,  No. 287 by making the  required  notification  within 10 Business
        Days from the date hereof.

2.2     Approval by Vendor

        The Vendor  represents  and warrants  hereby that the  execution of this
        Agreement and the  consummation of the transaction  contemplated  herein
        have  been  duly  approved  by its  Board of  Directors,  including  any
        relevant Committees,  where applicable.  The Purchaser shall receive, as
        soon as  practicable  after the date  hereof,  and prior to April  30th,
        2000,  the  opinion of US Counsel to the Board of  Directors  of Vendor,
        draft of which is attached hereto as Schedule 20.

2.3     Condition precedent - approval by the Shareholders meeting

        The Vendor's  Board of Directors  shall convene or cause to convene,  as
        soon as  practicable  and after the  execution of this  Agreement and in
        compliance  with the  Applicable  Laws, a  shareholders  meeting of Moto
        Guzzi Corp.  having as an agenda,  inter alia,  (i) the  approval by the
        Vendor's   Shareholders  of  this  Agreement  and  of  the  transactions
        contemplated  hereunder and (ii) the change of the corporate  name so as
        to eliminate  the name "Moto Guzzi".  A memorandum  by Clifford  Chance,
        legal  counsel of the Vendor in the U.S.A.,  concerning  the  forecasted
        timing to convene the shareholders meeting of the Vendor is contained in
        Schedule 6.

        The  Parties  agree  that  any and all  effects  of this  Agreement  are
        conditional  upon the due approval of the Vendor's  shareholders of this
        Agreement and of the transactions  contemplated  hereunder.  The Parties
        acknowledge  that such  shareholders'  approval  is  required  under USA
        federal  and  state  laws  and   regulations   in  order  to  clear  the
        transactions  hereunder.  Should  such  approval  not take place  within
        August 31st,  2000,  this Agreement  shall be terminated and the Closing
        Date  transactions  shall not take place. In such event the Escrow Agent
        shall act in compliance with the Escrow Agreement.

        The  Parties  also  agree  that  the  consummation  of the  transactions
        described herein shall be, at Purchaser's  option,  conditional upon the
        absence at the  Management  Date of any  pending  bankruptcy  proceeding
        filed against any of the Subsidiaries.

2.4     Disclosure - OAM undertaking to approve the transaction

        The Parties acknowledge that OAM, controlling shareholder of the Vendor,
        undertook  vis-a-vis the Purchaser,  inter alia, to vote the approval of
        this  Agreement  and  the  transactions  contemplated  hereunder  at the
        Vendor's  shareholders  meeting provided in Section 2.3. The Vendor will
        comply with any form of disclosure  pursuant to the  Applicable  Laws in
        respect thereof.

2.5     Indemnification  for  litigation  involving the Purchaser in the USA, as
        direct consequence of executing this Agreement

        The Vendor agrees to indemnify and hold harmless the Purchaser  from any
        and all Losses  related to or arising out of  litigation  started in the
        USA by any of the Vendor's  shareholders,  with the exception of OAM, or
        creditors  vis-a-vis  the  Purchaser  where  such  litigation  is direct
        consequence  of the  execution  of this  Agreement  and is  intended  to
        challenge the effectiveness of this Agreement.


3.      PURCHASE AND SALE OF THE SHARES
3.1     Purchase and Sale of the Shares

        Subject to the terms and  conditions  contained in this  Agreement,  the
        Vendor hereby  undertakes to sell,  assign and transfer to the Purchaser
        and the Purchaser - for itself or for an entity to be  designated  prior
        to the Closing Date in  accordance  with article 1401 Italian civil code
        but in any case fully  controlled by the  Purchaser,  which shall remain
        jointly and severally  liable with such  designated  entity - subject to
        the terms and conditions  contained  herein  undertakes to purchase from
        the Vendor legal and beneficial  title to the Shares,  free and clear of
        any and all Liens.

        In order to  comply  with the  undertakings  under  this  Agreement  the
        Parties shall fulfil all the formalities in order to render the transfer
        of the Shares of the Subsidiaries  effective according to the Applicable
        Laws.

3.2     Purchase Price

        The Purchase Price of the Shares is equal to ITL 85.500.000.000  (eighty
        five billion five hundred  million)  less ITL  13.993.000.000,  i.e. the
        aggregate  negative net worth of the  Subsidiaries  as on December 31st,
        1999 as shown on the Interim Financial Statement,  subject to adjustment
        as per article 3.6 below.  The Purchase  Price is to be  considered as a
        whole for all the  transactions  provided  hereunder  and is referred to
        each Subsidiary as indicated in Schedule 7.

3.3     Shareholders' Loans

        The amount of the Shareholders'Loans is equal to ITL 18.972.061.747,  as
        estimated by Vendor at the date hereof, subject to review as per article
        3.5 below.

3.4     Management Date and Closing Date transactions

        3.4.1   At the Management Date the following transactions shall occur:

                (i)     approval  of the  balance  sheets  related  to the  last
                        corporate year of the  Subsidiaries by the duly convened
                        Shareholders'  meetings of all  Subsidiaries  (as far as
                        Moto Guzzi SpA is concerned, assemblea totalitaria);

                (ii)    delivery by the Vendor to the  Purchaser of letters,  in
                        the form contained in Schedule 8, for each member of the
                        Board of Directors  and of the  Statutory  Auditors,  or
                        similar corporate  bodies, of each Subsidiary  providing
                        that all such  Directors,  Auditors,  or  members of any
                        such  corporate  bodies  shall  have no claim or request
                        whatsoever  against any of the  Subsidiaries,  even with
                        respect to  obligations  due to  companies  or  entities
                        anyhow connected to such Directors,  Auditors or members
                        of such corporate bodies (such as by way of example only
                        the company Como  Consultants  of Jersey),  and save for
                        the  outstanding  fees due to them which  shall be taken
                        into account in the Management Date Financial Statement;

                (iii)   the Vendor  shall  cause the  shareholders'  meetings of
                        each  Subsidiary,  duly convened in compliance  with all
                        Applicable  Laws,  to  appoint  all such  Directors  and
                        Auditors  as  shall be  designated  by  Purchaser  being
                        however  understood  that Mr. Gianni  Bulgari,  Mr. Nick
                        Speyer  as well as Mr.  Alessandro  Brusi,  the  current
                        Chairman of the Board of Auditors,  shall be  re-elected
                        to serve for the same office until the Closing Date;

                (iv)    signing of the  Escrow  Agreement  by and among  Vendor,
                        Purchaser and the Escrow Agent;

                (v)     deposit by the Purchaser  into the Escrow Account of the
                        amount of ITL 71.507.000.000, and delivery to the Escrow
                        Agent by the Vendor of the Shares,  fiduciarily endorsed
                        to the Escrow Agent,  with  irrevocable  instructions to
                        the  Escrow  Agent  to (i)  pay at the  Closing  Date to
                        Vendor   the   Purchase    Price   as   adjusted   after
                        determination of the Management Date Financial Statement
                        in accordance with article 3.6 below and after deduction
                        of the Escrow Fund; (ii) transfer at the Closing Date to
                        Purchaser  the  Shares  by  endorsing   such  Shares  to
                        Purchaser in full and unrestricted property.

        3.4.2   The completion of the sale and purchase of the Shares shall take
                place on the  Closing  Date,  at 10.00  a.m.,  at the offices of
                Studio Legale  Carnelutti,  in Via Principe  Amedeo n. 3, Milan,
                Italy. On the Closing Date the following  activities  shall take
                place:

                (i)     transfer by the Escrow Agent to Purchaser of the Shares,
                        and endorsement of the full and  unrestricted  ownership
                        of the  Shares  to  Purchaser,  in  compliance  with all
                        Applicable Laws;

                (ii)    the Escrow Agent  shall:  (a) pay to Vendor the adjusted
                        Purchase  Price,  as per articles 3.6 below, by means of
                        crediting  to the  Vendor's  account to be  indicated in
                        writing to  Purchaser  prior to the Closing  Date opened
                        with  Banca  IMI of an  amount  equal  to  the  adjusted
                        Purchase Price after  deduction of the Escrow Fund ; (b)
                        hold in deposit  into the  Escrow  Account of the Escrow
                        Fund;  it is agreed  that at the  request  of Vendor the
                        Escrow Fund may be  extinguished  after the Closing Date
                        and its amount may be paid to Vendor  provided  that, in
                        order to secure the  indemnification  obligations it has
                        undertaken pursuant to this Agreement,  the Vendor shall
                        deliver to Purchaser an unconditional  first demand bank
                        guarantee  acceptable  to the  Purchaser  for an  amount
                        equal to the Escrow  Fund,  issued by a primary  Italian
                        bank agreed by Purchaser;

                (iii)   replacement  of the ITL  4.000.000.000  cash  collateral
                        given by OAM to Banca Nazionale del Lavoro Modena Branch
                        by  means  of  an  equivalent   guarantee   provided  by
                        Purchaser  and  discharge  of  OAM  from  all  liability
                        deriving therefrom;

                (iv)    reimbursement to Vendor of all outstanding Shareholders'
                        Loans as precisely  determined  in the  Management  Date
                        Financial Statement;

                (v)     transfer  by the  Vendor to  Purchaser  or to Moto Guzzi
                        SpA,  as the case may be, of all Moto  Guzzi  trademarks
                        and trade names;

                (vi)    furthermore,  the  Vendor  shall  procure  that,  at the
                        Closing Date,  Matteo Emilio  Pizzoccaro  shall sell the
                        Remaining Quota to the Purchaser for a consideration  of
                        ITL. 1.000.

        Shortly after  signature of this  Agreement  Vendor and Purchaser  shall
        issue a joint press release concerning the transaction described herein,
        to be  prepared  in  compliance  with  applicable  laws  and  securities
        exchange regulations.

3.5     Management Date Financial Statement

a)      Vendor and Purchaser agree that the Management Date Financial  Statement
        shall be  contradictorily  prepared by the  Vendor's  Auditor and by the
        Purchaser's Auditor for the purpose to assess the aggregate net worth of
        the  Subsidiaries and the precise amount of the  Shareholders'  Loans at
        the Management  Date.  Vendor's  Auditor and  Purchaser's  Auditor shall
        deliver to Vendor and Purchaser the Management Date Financial  Statement
        within and not later than June 15th, 2000.

b)      Should   Vendor's   Auditor  and   Purchaser's   Auditor  agree  on  the
        determination of the Management Date Financial Statement, the Management
        Date Financial Statement so determined shall not be subject to challenge
        and shall be final and binding for Vendor and Purchaser.

c)      Should Vendor's  Auditor and Purchaser's  Auditor not reach an agreement
        on the  determination of the Management Date Financial  Statement within
        and not later than June 15th,  2000,  each of  Vendor's  Auditor  and of
        Purchaser's  Auditor shall deliver within the aforesaid deadline to each
        of Vendor and Purchaser its proposed draft of Management  Date Financial
        Statement and shall  specify the items of  disagreement  (the  "Disputed
        Items").

d)      Should  Vendor and  Purchaser  not reach an agreement  upon the Disputed
        Items within 15 days after the date of delivery of the  proposed  drafts
        of Management Date Financial  Statements,  an auditor jointly  appointed
        for such purpose by Vendor's Auditor and Purchaser's  Auditor within the
        Management  Date  (the   "Independent   Auditor")  shall  determine  the
        Management Date Financial Statement. The Independent Auditor shall issue
        its decision on the Disputed  Items and shall deliver to both Vendor and
        Purchaser the Management Date Financial  Statement  within and not later
        than July, 25th, 2000.

e)      The Management  Date Financial  Statement  determined by the Independent
        Auditor shall not be subject to challenge and shall be final and binding
        for Vendor and Purchaser;

f)      it is agreed that the  information  contained in the Schedules  attached
        hereto  shall be kept into  account for the purpose of  determining  the
        Management Date Financial  Statement,  unless expressly  provided to the
        contrary, such as by way of exemplification in article 4.2.14 below, and
        that no  indemnification  shall be due by Vendor under article 7.1 below
        if the relevant  loss has been taken into account for the purpose of the
        determination of the Management Date Financial Statement

3.6     Adjustment to the Purchase Price

        The amount of the adjustment to the Purchase Price shall be equal to the
        difference  between (i) the aggregate net worth of the  Subsidiaries  as
        set forth in the Interim Financial  Statement and (ii) the aggregate net
        worth of the  Subsidiaries as set forth in the Management Date Financial
        Statement.  Should the  aggregate net worth of the  Subsidiaries  as set
        forth in the  Management  Date  Financial  Statement  be higher than the
        aggregate  net  worth  of the  Subsidiaries  indicated  in  the  Interim
        Financial  Statement  the  Purchase  Price  shall  be  increased  by the
        relevant difference.  If such aggregate net worth is lower, the Purchase
        Price shall be decreased by the relevant difference, and shall therefore
        be lower than ITL  71.507.000.000;  such  difference  shall be forthwith
        credited by the Escrow Agent to Purchaser.

        If the Purchase Price as a consequence of the adjustment to the Purchase
        Price is higher than ITL  71.507.000.000,  the Purchaser shall forthwith
        pay into the Escrow Account the increase in the Purchase Price



4.      REPRESENTATIONS AND WARRANTIES
4.1     General Representations and Warranties

        In connection with the undertakings of this Agreement and in view of the
        proposed sale and purchase of the Shares,  the Vendor hereby  represents
        and warrants as follows.

        The  Purchaser  acknowledges  that prior to the date hereof,  it has had
        access to facts, documents and information (the "Information")  relating
        to both the Vendor and the Subsidiaries,  either directly or through its
        advisors,  which were made available to it in a data room from 9.00 a.m.
        to 8.00 p.m. of 16th and 17th February 2000, from 3.00 p.m. to 8.00 p.m.
        of March 10th,  2000 and from 9.00 a.m to 8.00 p.m. of March 13th,  2000
        and in New York,  USA,  from 9.00 a.m. to 8.00 p.m. of March 15th,  2000
        and March 16th, 2000. The Purchaser also had the following meetings: (i)
        two one-day  meetings in March 2000, with Nick Speyer,  director of Moto
        Guzzi S.p.A. in order to discuss Subsidiaries'  finances, (ii) a one-day
        meeting in  February,  2000, a meeting on March 7, 2000 and a meeting on
        March 24, 2000,  with Arthur Andersen  auditing firm of the Vendor,  and
        Nick  Speyer to discuss  the  accounting  principles  used,  among other
        things,  for the  stock,  (iii) and in  February  2000 Mr.  Cattaneo,  a
        technical consultant of the Purchaser,  had a one-day short visit to the
        Moto Guzzi S.p.A.  plant and had meeting with the managers of Moto Guzzi
        S.p.A.

        Therefore,  with respect to the Information,  the Purchaser acknowledges
        that it was made  aware of the  Information,  and was able to assess its
        contents.

        The  representations and warranties given to the Purchaser by the Vendor
        are  limited  to those  set out  below,  to the  exclusion  of any other
        expressed or implied warranty.

        The Purchaser  acknowledges  that the Information  shall be treated as a
        disclosure  against the  representations  and  warranties and the Vendor
        shall not be  responsible  for any Losses as long as the  Information is
        deemed complete, consistent and correct in any material aspect

        All representations and warranties,  and all indemnification  provisions
        contained  herein (i) shall survive to the  consummation  of the Closing
        transactions,  (ii) shall not be affected by article 1495 of the Italian
        civil code, and (iii) do not exclude the application of any other remedy
        available at law.

4.2     Representations and Warranties of the Vendor

        4.2.1   Powers and authority of the Vendor. The Vendor has all necessary
                powers and  authority to execute and deliver  this  Agreement as
                well as to undertake and perform its obligations hereunder, save
                as  regards  the  condition  precedent  of the  approval  by the
                Shareholders'  meeting of Vendor, which shall occur prior to the
                Closing  Date;  the Vendor hereby also  represents  and warrants
                that it is not  subject to any  bankruptcy  procedures  nor have
                bankruptcy petitions been filed against it.

        4.2.2   Organisation of the  Subsidiaries.  Each Subsidiary is a company
                limited by shares,  duly organised,  validly  existing under the
                Applicable   Laws   in  its   jurisdiction   of   incorporation;
                furthermore,  each Subsidiary has all necessary corporate powers
                and  authority  to carry on its business as  established  in its
                formation  documents  or  by-laws,  which  are  annexed  to this
                Agreement and contained in Schedule  9.None of the  Subsidiaries
                is  subject to any  bankruptcy  procedures  nor have  bankruptcy
                petitions  been filed  against it and to the best  knowledge  of
                Vendor, no such bankruptcy  proceeding is pending against any of
                the Subsidiaries.

        4.2.3   Authorisation. This Agreement has been duly authorised, executed
                and  delivered  by the  Vendor,  save as regards  the  condition
                precedent  of the  approval  by  the  Shareholders'  meeting  of
                Vendor.

        4.2.4   Ownership of the Shares. The Shares have been validly issued and
                fully paid and  represent,  respectively,  100% of the corporate
                capital of Moto Guzzi S.p.A., MGI Motorcycle GmbH and Moto Guzzi
                North  America Inc. and 99% of Moto Guzzi France  S.a.r.l..  The
                Vendor is the  registered  and  beneficial  owner of the Shares,
                with good, marketable, undisputed and unrestricted title thereto
                (e.g.  the Shares are not subject to any  pre-emption  or option
                rights or any other contractual restrictions), free and clear of
                all Liens.  As a result of the  purchase  and sale  transactions
                contemplated by this Agreement,  all of the Shares will be owned
                by the Purchaser as the registered and  beneficial  owner,  with
                good, marketable, undisputed and unrestricted title thereto.

        4.2.5   Authorised  and  Subscribed  Capital of Moto Guzzi  S.p.A..  The
                authorised and subscribed capital of Moto Guzzi S.p.A.  consists
                of 2.000.000  shares,  each with a par value of ITL 10.000.  All
                shares in the corporate  capital of Moto Guzzi S.p.A.  have been
                subscribed  and  fully  paid.  There is no option  right,  stock
                option  plan,  or  warrant  in favour of any third  party  which
                grants to such third party the right to  purchase or  subscribe,
                for any portion of the share capital of Moto Guzzi S.p.A..

        4.2.6   Authorised and Subscribed Capital of Moto Guzzi France S.a.r.l..
                The  authorised  and  subscribed  capital of Moto  Guzzi  France
                S.a.r.l.  consists of 1000  shares,  each with a par value of FF
                500.  All shares in the  corporate  capital of Moto Guzzi France
                S.a.r.l. have been subscribed and fully paid. There is no option
                right,  stock  option  plan,  or  warrant in favour of any third
                party which  grants to such third party the right to purchase or
                subscribe,  for any portion of the capital of Moto Guzzi  France
                S.a.r.l.

        4.2.7   Authorised  and Subscribed  Capital of MGI Motorcycle  GmbH. The
                authorised  and  subscribed  capital of MGI GmbH  consists of DM
                100,000 total quota capital. All quotas in the corporate capital
                of MGI  Motorcycle  GmbH have been  subscribed  and fully  paid.
                There is no option  right,  stock  option  plan,  or  warrant in
                favour of any third party  which  grants to such third party the
                right to purchase or  subscribe,  for any portion of the capital
                of MGI GmbH.

        4.2.8   Authorised  and  Subscribed  Capital of Moto Guzzi North America
                Inc.. The authorised and outstanding capital of Moto Guzzi North
                America Inc. consists of 600 shares, each with a par value of US
                $ 1. All the outstanding shares of Moto Guzzi North America Inc.
                have been validly issued and are fully paid.  There is no option
                right,  stock  option  plan,  or  warrant in favour of any third
                party which  grants to such third  party the right to  purchase,
                subscribe  or  otherwise  acquire  any portion of the capital of
                Moto Guzzi North America Inc..

        4.2.9   Assets.  Each and all of the  Subsidiaries own or have the right
                to use,  and shall  own and  shall  have the right to use at the
                Closing Date, all tangible and intangible  assets  necessary for
                the effective operation of its business as currently carried on;
                all such tangible and intangible assets are, and shall be at the
                Closing Date,  free and clean of any and all Liens with the sole
                exceptions set forth in Schedule 10 attached hereto.

        4.2.10  Real property.  The freehold and leasehold  properties  comprise
                land  and  buildings  owned  or  leased  by each  and all of the
                Subsidiaries. All lease agreements pertaining to the leased real
                property  are listed in Schedule 11  attached  hereto;  all such
                agreements  are  valid  and in full  force  and  effect  and the
                relevant  Subsidiary  is not in  breach  of any of the  material
                provisions  of these  agreements.  The sole Liens  affecting the
                real  property  of each and all of the  Subsidiaries  are  those
                listed in Schedule 12 attached hereto.

        4.2.11  Intellectual  Property.  Save as  provided  for by  article  6.5
                below,  the Subsidiaries own or have the right to use, and shall
                own and shall have the right to use at the  Closing  Date,  free
                and  clean of any  Lien,  all the  industrial  and  intellectual
                property,  including  patents,  know how,  trademarks  and trade
                names necessary or relevant for the carrying out their business.
                No third  party has made any  claim,  nor is there any basis for
                any third party to make any claim,  affecting  the full title to
                all patents,  copyrights,  computer programs,  trademarks, trade
                names,  know-how,  industrial  secrets and other  industrial  or
                intellectual  property  rights,  such as used at present by each
                and  all  of  the  Subsidiaries.  4.2.12  Litigation.  With  the
                exceptions  mentioned in Schedule 13 attached hereto, and to the
                sole extent  mentioned  therein:  (i) the  Subsidiaries  are not
                involved in any litigation  pending in front of civil,  criminal
                or   administrative   courts  or   authority,   or   arbitration
                proceedings;(ii) nor, to the best of Vendor's knowledge,  is any
                such litigation or arbitration proceeding threatened at the date
                hereof.

        4.2.13  Taxes. With respect to each and all of the Subsidiaries: (i) all
                periodic  and annual Tax  returns  required  to be filed by them
                have been  filed with the  appropriate  Tax  authorities  in all
                jurisdictions  in which  such Tax  returns  are  required  to be
                filed;  (ii) the above  mentioned Tax returns have been prepared
                in accordance with Tax laws applicable to the Subsidiaries  and;
                (iii) all  amounts due  (including  interest,  penalties,  dues,
                rights and other  assessments) have been paid by each and all of
                the Subsidiaries.

        4.2.14  Environment,  waste disposal, safety on the workplace. Except as
                described  in Schedule  14, the  business of each and all of the
                Subsidiaries is run in compliance with all applicable provisions
                of law, related to the protection of the environment,  the waste
                disposal,  the safety on the workplace and accident  prevention;
                all  permits,  approvals,  authorisations  or  licences  related
                thereto have been duly obtained; no disputes related thereto are
                pending or, to the best of the Vendor's  knowledge,  threatened.
                As far as Italian law 626/1994 ("Work Safety Law") is concerned,
                Moto Guzzi S.p.A.  is not in compliance with the Work Safety Law
                and that an amount equal to ITL  2.900.000.000,  is necessary in
                order to  fulfil  the  requirements  provided  by the said  Work
                Safety  Law,  as  indicated   in  Schedule  14.  The   Purchaser
                acknowledges that this amount has been considered in determining
                the  Purchase  Price,  and  therefore  Vendor's   responsibility
                vis-a-vis the Work Safety Law's  requirements  is limited to the
                costs exceeding such an amount of ITL 2.900.000.000,  and in any
                case is limited to the maximum amount of ITL 1.000.000.000.

        4.2.15  Balance sheets, books and records. All balance sheets, corporate
                books and  records of each and all of the  Subsidiaries  are and
                shall be at the Management  Date truthful and correct;  they are
                prepared,  and they shall be prepared until the Management  Date
                in  compliance  with all  applicable  laws  and with  consistent
                application  of US GAAP.  The balance sheets related to the last
                corporate year shall be approved  prior to the Management  Date.

        4.2.16  Ordinary course of business. The business of each and all of the
                Subsidiaries  has been  managed,  and shall be managed until the
                Management Date,  according to good and sound business  practice
                and all agreements have been entered, and shall be entered until
                the  Management  Date,  according to normal  market  conditions.
                Until the date  hereof the  production,  distribution,  sale and
                marketing of the Subsidiaries' products has been made, and shall
                be made  until  the  Management  Date,  in  compliance  with all
                Applicable Laws.

        4.2.17  Accounts receivable.  All accounts receivable of each and all of
                the  Subsidiaries  have been calculated  properly,  and shall be
                properly  calculated  until the Management Date, in the accounts
                of each and all of the  Subsidiaries,  subject to reserves which
                are reflected in the Management Date Financial  Statement.  Such
                accounts  receivable  shall be  collectible on the ordinary time
                thereof  with  the  sole  exception  of  the  receivables  among
                Subsidiaries.

        4.2.18  Employees.   The  sole   employees,   including   directors  and
                dirigenti, of each and all of the Subsidiaries are, and shall be
                at the  Management  Date,  those listed in Schedule 15. All such
                employees are, and at the Management Date shall not exceed,  the
                number of 329 and are, and shall be at the Management Date, duly
                registered  in  the  relevant  paybooks;  the  overall  economic
                treatment  due to each  of said  employees  and  their  relative
                positions are, and shall be at the Management  Date, those which
                result from the paybooks and payroll and there are no, and there
                shall not be at the Management Date, other forms of remuneration
                or special  treatments  which have been agreed;  such  employees
                have been duly remunerated, and shall be duly remunerated at the
                Management Date, for all their services carried out during their
                respective  employment  relationships  with  each and all of the
                Subsidiaries,  in compliance  with the applicable  provisions of
                law and national  collective  bargaining  agreement,  and,  with
                reference to the amounts or rights  accrued and not yet payable,
                sufficient funds have been set up, and shall have been set up at
                the  Management  Date,  to cover the relative  charges;  all the
                payments due in relation to the obligatory  social insurance and
                social security  contributions and tax withholdings  provided by
                law have been duly  effected,  and shall be duly effected at the
                Management  Date. All details of any kind of compensation due or
                paid by each and all of the  Subsidiaries  to all their  current
                and former  directors and dirigenti  (also according to any kind
                of agreement or arrangement  with  companies or entities  anyhow
                connected to such  directors or dirigenti)  are listed in detail
                in Schedule 16 attached hereto,  under the item "Totale Stipendi
                Amministrativi";  all  arrangements  thereof are compliant  with
                applicable Tax provisions.

                On  February  7th,  2000,  the  Italian  Ministry  of Labour has
                approved   with  Decree  n.   2777/50,   the   redundancy   fund
                contribution  plan  filed by Moto  Guzzi  S.p.A.,  involving  34
                workers and 15 employees for the period between August 30, 1999,
                through August 27, 2000 ("CIGS").

                Notwithstanding the above provision,  the Parties agree that the
                Vendor  will  not in any  way be  responsible  for any or all of
                employees'  requests or actions caused,  directly or indirectly,
                by  Purchaser's   decision  to  adopt  collective  dismissal  or
                individual  dismissal  procedures  (licenziamenti  collettivi  o
                individuali).

        4.2.19  Contracts. Except as indicated in the Schedules attached hereto,
                there is no contract, and there shall not be any contract at the
                Management Date, which could materially and adversely affect the
                operations of any of the Subsidiaries.

        4.2.20  Guarantees. There is no guarantee or commitment whatsoever given
                by any of the  Subsidiaries,  in  favour  of third  parties,  of
                Vendor,  or of OAM, and no such  guarantee  shall be given until
                the Management Date.

        4.2.21  Product  liability.  Except as disclosed in Schedule 17 attached
                hereto, there is no product liability claim vis a vis any of the
                Subsidiaries.

        4.2.22  Insurance  policies.  Schedule 18 is a correct and complete list
                of the material insurance Contracts (specifying the insurer, the
                coverage  and the policy  number or  covering  note  number with
                respect to bonders) maintained by the Subsidiaries in connection
                with the conduct and operation of their respective businesses or
                by which any of their  assets are  covered.  Except as otherwise
                disclosed  in such  Schedule  18 , the policy  holder is in good
                standing  with respect to its  obligations  under the  insurance
                contracts. The Contracts listed in Schedule 18 are in full force
                and effect in accordance  with their  respective  terms and will
                remain in full force and effect  after the  Closing.  The Vendor
                has  not   provided   inaccurate,   incomplete   or   misleading
                information in any material  aspect in connection  with any such
                Contracts  nor has the  Vendor  failed  to give  any  notice  or
                present any claim  thereunder in due and timely  fashion,  or as
                required  by  any  such  Contracts,  so  as to  jeopardize  full
                recovery thereunder.

4.3     Representations and Warranties of the Purchaser

        4.3.1   Organisation.  The  Purchaser is a company  existing and in good
                standing under the laws of Italy and has all necessary corporate
                powers  and  authority  to execute  and  deliver  the  documents
                described  herein to which it will be a party and to perform its
                obligations hereunder and thereunder.

        4.3.2   Authorisation. This Agreement has been duly authorised, executed
                and delivered by the Purchaser.

        4.3.3   No Violation.  The  execution and delivery of this  Agreement by
                the Purchaser and the consummation of the transactions  provided
                for herein will not result in the  violation of, or constitute a
                default under or conflict with or cause the  acceleration of any
                obligation of the Purchaser under: (i) any contract to which the
                Purchaser is a party or by which it is bound; (ii) any provision
                of the  by-laws  or  resolutions  of the board of  directors  or
                shareholders  of the  Purchaser;  (iii) any  judgement,  decree,
                order or award of any court,  Governmental  Entity or arbitrator
                having jurisdiction over the Purchaser.

        4.3.4.  Immediately  available Funds/No Financing The Purchaser warrants
                and represents that it has and will have at the Closing Date all
                the  necessary  funds in order to pay the Purchase  Price and to
                reimburse the  Shareholders'Loans  as provided  respectively  in
                Articles 3.2 and 3.3 of this Agreement.  The Purchaser  warrants
                and  represents  that it will not make any request for financing
                or loans from any third party which could affect the  completion
                of any of the transactions hereunder.



5.      SURVIVAL OF REPRESENTATIONS AND WARRANTIES
5.1     Survival of Representations and Warranties of the Vendor

        The  representations  and  warranties  of the Vendor  contained  in this
        Agreement and any agreement,  instrument,  certificate or other document
        executed or delivered pursuant hereto shall survive the Closing Date for
        a period of two years and, notwithstanding the Closing Transactions, nor
        any investigation made by or on behalf of the Purchaser,  shall continue
        in full force and effect for the  benefit of the  Purchaser  during such
        period.  It is in any case  understood  that, as far as Tax,  labour and
        social  contribution  matters are  concerned,  all  representations  and
        warranties of the Vendor  contained in this Agreement and any agreement,
        instrument, certificate or other document executed or delivered pursuant
        hereto  shall  remain  in full  force  and  effect  until  the  relevant
        forfeiture  dates,  such as, as regards Italy at the present date, seven
        years  after the  Closing  Date for Tax matters and five years after the
        Closing Date for labour and social contribution matters.

5.2     Survival of the Representations and Warranties of the Purchaser

        The  representations  and warranties of the Purchaser  contained in this
        Agreement and any agreement,  instrument,  certificate or other document
        executed or delivered  pursuant  hereto shall  survive the Closing for a
        period of two years.



6       UNDERTAKINGS
6.1     Conduct of Business until the Management Date.

        From December 31st, 1999 and through the Management Date, the Vendor has
        caused and shall  cause the  Subsidiaries  to conduct  their  respective
        businesses  only in the ordinary and normal course  consistent with good
        management  practices and shall cause the  Subsidiaries to: (a) preserve
        intact their  present  business  organization;  (b) keep  available  the
        services  of  present  officers  and  employees  without  modifying  the
        relevant  employment  terms and  conditions;  (c)  preserve  the present
        business  relationships with customers,  suppliers and all third parties
        in general; (d) maintain and keep the properties,  equipment,  supplies,
        inventory  and  other  assets of the  Subsidiaries  in good  repair  and
        condition  except for  deterioration  due to ordinary  wear and tear and
        damage due to casualty;  (e) maintain in full force and effect insurance
        coverage  comparable  in  amount  and in scope of  coverage  to that now
        maintained and adequate to the business; (f) comply with and perform all
        obligations and duties imposed by applicable  laws,  rules,  regulations
        and  orders  imposed  by  administrative  authorities,  except as may be
        contested by the Subsidiaries in good faith by appropriate proceedings.

        Until the  Management  Date the Vendor  shall be entitled to execute the
        conversion into equity of the Shareholders'  Loans, and to grant further
        loans at fair market conditions to the Subsidiaries,  provided that such
        conversion and further loans are previously  communicated  to Vendor and
        that the overall amount of the loans does not exceed ITL  28.000.000.000
        (twenty eight billion) including those converted.  It is understood that
        all such transaction  shall be taken into account for the purpose of the
        assessment of the Management Date Financial Statement.

6.2     No Dividends

        Until the Closing Date, no Subsidiary  shall pay any dividend,  make any
        payments  on  account  of  dividends  or make  any  distribution  to its
        shareholders;  the Vendor shall not cause the  Subsidiaries to reimburse
        in whole or in part the Shareholders' Loans.

6.3     No amendment to statutory documents

        The Vendor covenants that, from the date hereof to the Closing Date, the
        Articles of Incorporation  and By-laws of the Subsidiaries  shall not be
        amended without the prior written consent of the Purchaser.

6.4     No change in the Subsidiaries structure

        The Vendor  covenants that, from the date hereof until the Closing Date,
        the  present  ownership  structure  of  the  Subsidiaries  shall  not be
        modified.

6.5     Industrial and intellectual property

        The  Vendor  assigns  hereby  to  Purchaser  all  its  interests  in all
        industrial  and  intellectual  property,  including  patents,  know how,
        trademarks  and trade names  necessary  or relevant for carrying out the
        business of the Subsidiaries,  or in any case used in such business, and
        in particular the trademark and trade name "Moto Guzzi", effective as on
        the Closing Date subject to the  conditions  precedent set forth herein.
        The  Vendor  therefore  undertakes  hereby  the  obligations  (i) not to
        dispose  in any manner of such  industrial  and  intellectual  property,
        including  by means of  licensing  or sub  licensing,  until the Closing
        Date,  (ii)  to use  until  the  Management  Date  such  industrial  and
        intellectual  property  only in the  ordinary  course of business of the
        Subsidiaries, and (iii) to desist, as of the Management Date, from using
        worldwide all such  industrial  and  intellectual  property.  Within the
        Closing Date Vendor shall modify its  corporate  name so as to eliminate
        the name "Moto Guzzi".

6.6     Non  competition  For a period of three years after the Management  Date
        the Vendor shall not engage  worldwide  directly or indirectly,  also by
        means of acquisition  of any  controlling  interest,  in the business of
        manufacturing,  selling, anyhow distributing,  or marketing motorcycles,
        components or spare parts thereof.  The Vendor  acknowledges and accepts
        that all consideration for such non competition obligation has been duly
        calculated and included in the Purchase Price.  The Vendor shall procure
        that the resigning  Directors,  with the  exception of Mr.  Scandellari,
        director  of Moto Guzzi  S.p.A.,  shall  undertake  analogous  valid and
        binding commitments in favor of Purchaser, to be given at the Management
        Date, in the form contained in Schedule 19.

6.7     Management of the Subsidiaries in the Management Period

        6.7.1   During the  Management  Period the  Purchaser  shall oversee the
                management of the Subsidiaries.  To this purpose,  Vendor agrees
                to cause the  Shareholders'  meetings of the  Subsidiaries  duly
                convened  prior  to  the  Management  Date  to  appoint  at  the
                Management  Date to  serve in the  Boards  of  Directors  of the
                Subsidiaries the candidates designated by Purchaser.  Mr. Gianni
                Bulgari as the  representative  of Vendor  shall be appointed to
                serve as  Chairman of the Board of  Directors  of Moto Guzzi SpA
                until the Closing  Date,  and Mr. Nick Speyer shall be appointed
                to serve as Director  of Moto Guzzi SpA until the Closing  Date.
                Mr.  Alessandro  Brusi,  the  current  Chairman  of the Board of
                Auditors  shall be re-elected to serve for the same office until
                the Closing Date.

        6.7.2   During the  Management  Period the Purchaser  shall ensure that:
                (i) the business of the Subsidiaries  shall be conducted only in
                the ordinary and normal course,  consistent with good management
                practice  and in order to cause  the  subsidiaries  to  preserve
                intact   their   present   business   organisation;   (ii)   the
                Subsidiaries  shall refrain from entering into any extraordinary
                transaction  such as the disposal of  shareholdings  or of going
                concerns.

        6.7.3   Should it appear necessary for the ordinary conduct of business,
                during   the   Management   Period,   to  grant   loans  to  the
                Subsidiaries,  such  loans,  if not  granted  by  Vendor,  after
                consultations  of Gianni  Bulgari  and/or Nick  Speyer  shall be
                granted or  procured  by  Purchaser  at fair  market  conditions
                provided  that in such case the Shares are pledged by the Escrow
                Agent to the Purchaser or the lender,  upon simple  presentation
                of the loan documentation, in order to secure the reimbursement.
                It is agreed in this respect that the Escrow Agent shall be duly
                empowered  to so act  by  Vendor  and  Purchaser  in the  Escrow
                Agreement.  The number of Shares to be pledged shall represent a
                value  (calculated on the basis of the Purchase  Price) equal to
                the double of the loan so  granted,  and shall not exceed 25% of
                the existing and outstanding share capital of each Subsidiary.

        6.7.4   Should this  Agreement be terminated in accordance  with article
                2.3 and should Closing not take place:

                a)      Purchaser   shall  cause  all  Directors  and  Statutory
                        Auditors  appointed to serve in the Subsidiaries  during
                        the Management  Period in accordance with this Agreement
                        to resign  immediately  from their office and the Vendor
                        shall appoint new Directors and Auditors;

                b)      The Vendor  undertakes not to vote, or procures that the
                        Subsidiaries'  shareholders'meeting  shall not vote, any
                        resolution   having   the   purpose  of   claiming   any
                        responsibility  action,  as  per  article  2393  of  the
                        Italian Civil Code (azione sociale di responsabilita) or
                        similar  actions of the same nature,  vis-a-vis  all the
                        Directors and Auditors of the  Subsidiaries  having held
                        their office during the  Management  Period.  The Vendor
                        agrees to  indemnify  and hold  harmless  each  director
                        against   any   and   all   losses,   claims,   damages,
                        liabilities,  expenses,  judgements and expenses, except
                        in case of liability for fraud or gross negligence.

                c)      Vendor shall reimburse all loans granted by Purchaser to
                        the Subsidiaries and Purchaser shall release the pledges
                        granted  in order to secure  the  reimbursement  of such
                        loans;

                d)      all  claims  of  the  Parties,  if  any,  regarding  the
                        Management  Period,  shall be raised  not later  than 30
                        days after the end of the Management Period and shall be
                        finally  settled by the  binding  decision  of  Vendor's
                        Auditor and  Purchaser's  Auditor within 60 (sixty) days
                        after the raising of the claim;  should Vendor's Auditor
                        and  Purchaser's  Auditor  disagree on the settlement of
                        such  claims   within  the   aforesaid   deadline,   the
                        Independent  Auditor  shall  issue the final and binding
                        decision on the Parties  within the  following  30 days.
                        The  Purchaser  shall only be liable  for  fraud,  gross
                        negligence or gross  violation in the proper  conduct of
                        the  business  of  the  Subsidiaries  by  the  Directors
                        appointed upon its indications.



7.      INDEMNIFICATION - DISCHARGE OF DIRECTORS

7.1     Indemnification by the Vendor

        In  the  event  of any  breach  of the  representations  and  warranties
        provided for in this Agreement, Vendor shall indemnify and hold harmless
        Purchaser and/or each and all of the  Subsidiaries,  as the case may be,
        from and  against any and all  claims,  liabilities,  charges or damages
        suffered  by said  Purchaser  and/or  each and all of the  Subsidiaries,
        provided however that the aggregate indemnification obligation of Vendor
        shall not exceed,  in any case,  an amount  equal to 15% of the Purchase
        Price,   including   and   subject  to  the   specific   limitation   of
        responsibility under Section 4.2.14. The indemnification provided for in
        this article 7.1 shall not apply unless and until the  aggregate  amount
        of all claims, liabilities, charges or damages for which indemnification
        is sought exceeds the amount of ITL  1.000.000.000  (one  billion).  All
        indemnification  due to Purchaser or to any of the Subsidiaries shall be
        paid by means of  deduction  in favour of  Purchaser  or of the relevant
        Subsidiary  from the  Escrow  Account,  as  provided  for in the  Escrow
        Agreement.

7.2     Indemnification by the Purchaser

        In  the  event  of any  breach  of the  representations  and  warranties
        provided  for in this  Agreement,  Purchaser  shall  indemnify  and hold
        harmless  Vendor from and against  all claims,  liabilities,  charges or
        damages  suffered by Vendor.  The  indemnification  provided for in this
        article 7.2 shall not apply unless and until the aggregate amount of all
        claims,  liabilities,  charges or damages for which  indemnification  is
        sought exceeds the amount of ITL 1.000.000.000 (one billion).

7.3     Special Rights of the Vendor with respect to Receivables.

        The Vendor shall be entitled to obtain the assignment of any receivables
        in respect of which  indemnification  has been obtained by the Purchaser
        pursuant to articles4.2  and 7 of this Agreement and to take all actions
        necessary for the recovery of the amounts due.

7.4     Amnesty.

        At any  time  between  the  Closing  Date and the date  upon  which  the
        indemnity obligations of the Vendor shall expire pursuant to Section 5.1
        of this  Agreement,  the  Vendor  shall  have the  right to  notify  the
        Purchaser of its reasonable  request that any of the Subsidiaries  avail
        itself of any  Applicable  Laws  having as an effect the right to settle
        any, in whole or in part, Tax or social security  liabilities covered by
        Vendor's indemnification  obligations hereunder (any such Applicable Law
        is hereinafter referred to as an "Amnesty"). In the case that the Vendor
        provides such notice, the following provisions shall apply:

                (i)     the Purchaser shall have the right to determine,  in its
                        sole discretion,  whether or not the Subsidiaries should
                        avail  itself of the  Amnesty.  In this case the  Vendor
                        shall pay in advance all  Amnesty  costs and the overall
                        indemnification  obligation  of Vendor  shall be reduced
                        accordingly; and

                (ii)    if the  Purchaser  elects  not  to  allow  the  relevant
                        Subsidiary    to   avail    itself   of   the    Amnesty
                        notwithstanding  the Vendor's  reasonable  request under
                        this Section 7.4 , the Vendor's  liability under Section
                        7.1of  this  Agreement  in respect of the matter or part
                        thereof  constituting  the subject of such Amnesty shall
                        be limited  to the  amount  that would have been paid by
                        the Vendor had the  Purchaser  elect to proceed with the
                        Amnesty in accordance with the Vendor's request.

7.5     Handling of Claims

        If any event  occurs  which  could give rise to the  Vendor's  liability
        under  Section 7.1 of this  Agreement,  the  following  provision  shall
        apply:

(a)     the  Purchaser  shall give prompt  written  notice to the Vendor of such
        event,  shall  provide  all  reasonable  particulars  thereof  and shall
        specify (if  possible)  all amounts the payment of which is requested in
        connection  therewith;  provided that the failure to promptly notify the
        Vendor shall not relieve the Vendor from any liability it may have under
        Section 7.1 , except to the extent the Vendor shall have been materially
        prejudiced by such failure;

(b)     in the case of an action brought by a third party, the Vendor shall have
        the right,  at its own cost and  expense,  to  participate  and,  to the
        maximum extent  permitted by law, join by counsel of their choosing,  in
        the defense of any action asserted or initiated,  which  constitutes the
        subject  matter of a notice to the Vendor of the kind  referred to under
        Paragraph (a) preceding (a "Third Party Claim");

(c)     the Purchaser shall  diligently  defend,  and cause the  Subsidiaries to
        diligently defend, any Third Party Claim, unless the defense thereof has
        been assumed by the Vendor with the consent of the Purchaser;

(d)     neither the Purchaser nor the Vendor shall make or accept any settlement
        of any Third Party Claim referred to under Paragraph (b) preceding,  nor
        shall the Purchaser  permit the Subsidiaries to do so, without the prior
        written  consent of the Vendor,  which  consent shall not be withheld or
        delayed  without  reasonable  justification.  If the Vendor  without any
        sound  reason  refuses or delays its  consent to a  settlement  proposal
        submitted by the  Purchaser,  the Purchaser  shall be entitled to settle
        the Third  Party Claim and to seek and obtain  indemnification  from the
        Vendor of any and all settlement amounts and expenses; and

(e)     if the  Purchaser  has withheld its consent to a firm,  purely  monetary
        offer to settle any Third Party Claim which the Vendor have indicated in
        writing  that  they  are  prepared  to  accept,   the   Purchaser,   the
        Subsidiaries  (as the case may be) shall be free to refuse to enter into
        such  settlement  and to commence or  continue  litigation  at their own
        expense,  and the Vendor  liability  under Section 7.1 of this Agreement
        with respect to such Third Party Claim shall be limited to the amount of
        the proposed settlement.

7.6     Discharge of Directors

        The Purchaser undertakes not to vote, or procures that the Subsidiaries'
        shareholders'  meeting shall not vote, any resolution having the purpose
        of  claiming  any  responsibility  action,  as per  article  2393 of the
        Italian Civil Code (azione sociale di responsabilita) or similar actions
        of the same nature,  vis-a-vis  all the  directors  of the  Subsidiaries
        having held their office for the 5 years preceding the Management  Date.
        The  Purchaser  agrees to  indemnify  and hold  harmless  each  director
        against  any and all losses,  claims,  damages,  liabilities,  expenses,
        judgements and expenses.

        The  provisions  contained  in this  article  7.6 shall not apply to the
        litigation  pending against Mr. Falciola,  nor in the event of liability
        of directors for fraud or gross negligence.

8.      MISCELLANEOUS

8.1     Notices

        (a)     Any notice or other  communication  required or  permitted to be
                given  hereunder  shall be delivered in person,  transmitted  by
                telecopy and registered letter with return receipt, addressed as
                follows:

                (i)     if to the Vendor:

                 MOTO GUZZI CORPORATION
                 350 Park Avenue
                 10022 New York, NY USA
                 Fax no. +1.212.6445757
                 Attn.: Mr. Mark Hauser

                (ii)    if to the Purchaser:

                 APRILIA S.p.A.
                 Attn.: The President of the Board of Directors
                 V. Galileo Galilei n(degree) 1
                 I - 30033 Noale (VE)
                 Fax no.: +39 0415800660

        (b)     Any such notice or other  communication  shall be deemed to have
                been given and received on the day on which it was  delivered or
                transmitted  (or, if such day is not a Business Day, on the next
                following Business Day).

        (c)     Any Party may at any time change its  address  for service  from
                time to time by giving notice to the other parties in accordance
                with this section 8.1.

8.2     Consultation

        Subject to any obligations  arising under  Applicable Laws or regulatory
        requirements  in force from time to time, the Parties shall consult with
        each other before  issuing any press  release or making any other public
        announcement   with  respect  to  this  Agreement  or  the  transactions
        contemplated herein and neither the Vendor nor the Purchaser shall issue
        any such press release or make any such public announcement  without the
        prior  written  consent  of  the  other,  which  consent  shall  not  be
        unreasonably withheld or delayed.

8.3     Disclosure

        Except  with  respect  to any  public  announcement  of the  transaction
        contemplated hereby pursuant to section 8.2 (and then only to the extent
        so  disclosed in such public  announcement),  neither the Vendor nor the
        Purchaser   shall   disclose  this  Agreement  or  any  aspect  of  such
        transaction except to its board of directors, its senior management, its
        legal, accounting, financial or other professional advisors or as may be
        required or  opportune in  accordance  with any  Applicable  Laws or any
        regulatory  authority,  stock exchange or stock quotation  system having
        jurisdiction.

8.4     Costs

        The  Vendor  and the  Purchaser  shall  each bear the  respective  costs
        (including  legal  fees,  accounting  and other fees and  disbursements)
        incurred in connection with the negotiation,  preparation, execution and
        carrying into effect of this  Agreement  and all  documents  referred to
        herein.

        Purchaser  shall bear all costs and expenses  related to the activity of
        Purchaser's Auditor; Vendor shall bear all costs and expenses related to
        the activity of Vendor's Auditor;  all costs and expenses related to the
        activity of the Independent Auditor shall be sustained in equal parts by
        Vendor and Purchaser.

8.5     Entire Agreement

        This Agreement  constitutes the entire agreement  between the Vendor and
        the Purchaser  with respect to the subject  matter hereof and supersedes
        all prior  agreements,  understandings,  negotiations  and  discussions,
        whether written or oral. There are no conditions, covenants, agreements,
        representations,  warranties or other provisions,  expressed or implied,
        collateral,  statutory  or  otherwise,  relating to the  subject  matter
        hereof except as herein provided.

8.6     Governing Law; Arbitration

        (a)     Governing  Law.  This  Agreement   shall  be  governed  by,  and
                construed in accordance with, the laws of Italy.

        (b)     Arbitration.  In the event of any  dispute,  claim,  question or
                disagreement  arising out of or relating to this  Agreement  and
                the Schedules  attached hereto (a "Dispute"),  the Parties shall
                use all  reasonable  efforts to settle such  Dispute by amicable
                negotiations  within a period of 30 Business Days. If settlement
                cannot be reached,  all Disputes shall be finally  settled under
                the  Rules  of  Arbitration  of  the  International  Chamber  of
                Commerce by a panel of three arbitrators appointed in accordance
                with the said Rules.  The arbitration  shall take place in Rome.
                The language of the arbitration shall be the Italian.

8.7     Successors and Assigns

        Each of the Parties may not assign and  transfer any of the rights under
        this Agreement,  in whole or in part,  without the prior written consent
        of the other  Party.  This  Agreement  shall inure to the benefit of and
        shall be binding on and enforceable by the Vendor and the Purchaser and,
        where the context so permits,  their respective successors and permitted
        assigns.

8.8     Amendments and Waivers

        No  amendment  or waiver of any  provision  of this  Agreement  shall be
        binding on the Vendor and the Purchaser  unless  consented to in writing
        by both of them.  No waiver of any  provision  of this  Agreement  shall
        constitute  a waiver  of any  other  provision,  nor  shall  any  waiver
        constitute a continuing waiver unless otherwise expressly provided.

8.9     Best efforts

        Subject to the terms and conditions herein provided, each of the Parties
        hereto shall cooperate and use its respective reasonable best efforts to
        take,  or cause to be taken,  all action and to do, or cause to be done,
        all things  necessary,  proper or advisable  under  applicable  laws and
        regulations   to  consummate   and  make   effective  the   transactions
        contemplated  by this  Agreement,  including  using its best  efforts to
        obtain all  necessary or  appropriate  waivers,  consents and  approvals
        (including,   without  limitation,  any  required  under  any  antitrust
        provisions  of applicable  law), to effect all necessary  registrations,
        filings and submissions and to lift any injunction or other legal bar to
        the transactions contemplated hereby (and, in such case, to proceed with
        such transactions as expeditiously as possible);  provided, that nothing
        in this  section  8.9 shall  affect  any  responsibility  or  obligation
        specifically allocated to any party in this Agreement.

8.10    No Brokers

        Each Party warrants and represents  that there are no brokers other than
        Banca IMI and Caretti & Associati SpA involved in this Agreement and the
        transactions  contemplated hereunder,  that all Banca IMI`s fees will be
        paid by the Vendor, and that all Caretti & Associati SpA's fees shall be
        paid by Purchaser.


IN WITNESS WHEREOF this Agreement has been executed by the Parties.

                                                   MOTO GUZZI CORPORATION


                                                   by:/s/Gianni Bulgari
                                                       ________________
                                                   Title: Board Member

                                                   Authorised Signatory


                                                   APRILIA S.P.A.

                                                   by:/s/Ivano Beggio
                                                       _______________
                                                   Title: President

                                                   Authorised Signatory