EXHIBIT 10.5



THIS  AGREEMENT is made the 3rd day of June One thousand nine hundred and ninety
nine  BETWEEN  Moto Guzzi SpA of Mandello del Lario  (Lecco),  Italy  (hereafter
called  "the  Company")  of the one  part  and Como  Consultants  Limited  of 44
Esplanade, St. Helier, Jersey (hereafter called "Como") of the other part.

WHEREBY IT IS AGREED as follows:

1.   The Company  hereby  engages Como to provide the services of its Consultant
     Mario  Tozzi-Condivi  (hereinafter  called "the  Consultant")  to serve the
     Company as  President of the Company and a member of the Board of Directors
     with effect from the first day of January,  One  thousand  nine hundred and
     ninety nine for a period of three years.

2.   During  the   continuance  of  this  agreement  Como  undertakes  that  the
     Consultant  shall  devote such time and  attention  to the  business of the
     Company as the Company may require  PROVIDED that the Consultant  shall not
     be obliged to spend more than one hundred and twenty days in each  calendar
     year ending 31st December  (reduced  pro-rata in respect of any  incomplete
     calendar year during which the  Consultant  is employed  hereunder) or such
     number of days as the parties may from time to time agree and PROVIDED that
     the Consultant shall not be required to attend at the Company's premises in
     Italy on more than six occasions in each calendar year and on each occasion
     for no longer than fifteen days.

3.   Subject to the foregoing Como agrees that the  Consultant  shall advise and
     assist  the  Company as  required  in all  branches  of its  business  more
     particularly set out by the Company in writing from time to time.

4.   Como will use its best  endeavours  to promote the interests of the Company
     and  shall  at all  times  promptly  give the  Company  (in  writing  if so
     requested)  all such  information  and  explanations  as may be required in
     connection with matters relating to this agreement.

5.   As remuneration for the services to be rendered by the Consultant hereunder
     the Company shall pay to Como:

     (a)  a  fee  at  the  rate  of  eight  thousand  five  hundred  US  Dollars
          ($8,500.00)  per calendar month payable monthly in arrears on the last
          day of every  calendar  month  commencing  on the thirty  first day of
          January,  One thousand  nine hundred and ninety nine and ending on the
          thirty first day of March, One thousand nine hundred and ninety nine.

     (b)  a fee at the rate of five thousand  seven hundred and fifty US Dollars
          ($5,750) per calendar month payable monthly in arrears on the last day
          of every  calendar  month  commencing  on the last day of  April,  One
          thousand  nine  hundred and ninety nine and ending on the thirty first
          day of December, Two thousand and one.

     (c)  such  additional  sums (if any) as shall  from  time to time be agreed
          between Como and the Company having regard to the services rendered by
          the Consultant.

6.   The Company shall provide the Consultant with  accommodation for the period
     of each of his visits to Italy in connection  with the  Company's  business
     and  such  accommodation  shall  include  the  use  of a  telephone  at the
     Company's  expense.  In addition,  the Company will  reimburse Como


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     for  all  expenses  incurred  by the  Consultant  in  connection  with  the
     Company's  business which shall include the cost of travel  expenses to and
     from the Isle of Man.

7.   Como shall not (except in the proper  performance of its duties  hereunder)
     during or after the termination of this  engagement  disclose to any person
     whatsoever any information relating to the Company or its business or trade
     secrets of which it has or shall hereafter become possessed.

8.   This agreement  shall be terminated  without notice and without any payment
     in  lieu of  notice  if the  Consultant  shall  be  guilty  of any  serious
     misconduct or any serious breach or non-observance of any of the conditions
     of this  agreement  or shall  neglect  or fail or  refuse  to carry out the
     duties assigned to him hereunder; otherwise the agreement may be terminated
     by one party  giving to the other three  months  notice in writing to their
     normal place of business.

9.   Como  or a  representative  thereof  shall  upon  the  termination  of this
     engagement  immediately  deliver  up to  the  Company  all  correspondence,
     documents,  specifications,  papers and  property  belonging to the Company
     which may be in its possession or under its control.

10.  This agreement  shall be governed by and interpreted in accordance with the
     law  of  Jersey  and  the  parties  hereto  submit  to  the   non-exclusive
     jurisdiction of the Courts of Jersey in connection herewith.

IN WITNESS  HEREOF this  agreement has been duly executed by the parties  hereto
the day and  year  first  before  written  in the  presence  of the  undersigned
witnesses.



SIGNED ON BEHALF OF                     )
Moto Guzzi SpA                          )
in the presence of:                     )


THE COMMON SEAL OF                      )
Como Consultants Ltd was                )
hereunto affixed in the presence of:    )