EXHIBIT 10.4


                              CONSULTING AGREEMENT


     This CONSULTING  AGREEMENT (the "AGREEMENT"),  dated as of March ___, 1999,
between Moto Guzzi  Corporation,  formerly known as North  Atlantic  Acquisition
Corp. (the "COMPANY"),  a Delaware  corporation  having its executive offices at
350 Park Avenue, New York, New York 10017, and David J. Mitchell,  an individual
residing at 24 East 22nd Street, New York, NY 10010 (the "CONSULTANT").

     WHEREAS,  pursuant  to the terms of an  Agreement  and Plan of  Merger  and
Reorganization dated as of August 18, 1998, as amended (the "MERGER AGREEMENT"),
Company has agreed to merge with Moto Guzzi Corp. ("MERGER") with the Company as
the surviving corporation resulting from the Merger; and

     WHEREAS,  the  Company  desires  to engage  the  Consultant  to render  the
services described herein; and

     WHEREAS,  the  Consultant  desires to be engaged by the  Company to perform
such services; and

     WHEREAS,  the Company and the Consultant desire to set forth in writing the
terms and conditions of their agreements and understandings.

     NOW, THEREFORE,  in consideration of the foregoing premises,  of the mutual
covenants hereinafter contained,  and of other good and valuable  consideration,
the  receipt  and  sufficiency  of which are hereby  acknowledged,  the  parties
hereto, intending legally to be bound hereby, agree as follows:

     1.  ENGAGEMENT.  The Consultant is hereby  engaged to provide  advisory and
consulting  services in  connection  with the  business  and  operations  of the
Company.  The Consultant  shall,  during the Term (as hereinafter  defined),  be
deemed to be an  independent  contractor.  Consultant  shall not be permitted to
bind the Company or enter into any agreements (oral or written) on behalf of the
Company. The Consultant shall be permitted to engage in any business and perform
any services for his own account provided that Consultant will not,  directly or
indirectly,  engage or  participate  in the  motorcycle  industry or  businesses
related thereto. The Consultant shall render services to the Company faithfully,
diligently and to the best of his ability under the  supervision of the Board of
Directors or any appropriate officer of the Company. Consultant agrees to devote
such  portion  of his  business  time,  energies  and  skill  as are  reasonably
necessary to perform the services  agreed to be  rendered.  Notwithstanding  the
foregoing,  nothing  herein  shall be construed to limit the ability or right of
the Consultant to engage or  participate  in any other business or  professional
activities  during  the  Term  provided  same  do  not,  individually  or in the
aggregate,  materially  interfere  with  the  Consultant's  obligations  to  the
Company.

     2. TERM OF AGREEMENT. Engagement under this agreement shall commence on the
effective  date of the  Merger  (the  "EFFECTIVE  DATE").  The  initial  term of
employment  shall end at the close of  business on the day  preceding  the third
anniversary of the Effective Date (the "INITIAL  TERM").  The Initial Term shall
be extended for successive twelve month periods on a rolling basis unless notice
to  terminate  is  received  by either  party  prior to ninety  days  before the
termination of the then current term of this agreement. Each twelve month period
commencing  on the third  anniversary  hereof  shall be a  "RENEWAL  YEAR."  The
Initial Term together with all Renewal Years shall be referred to as the "TERM".


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     3. COMPENSATION.

          (1) In full  compensation  for all services to be rendered  hereunder,
the Company shall grant to the  Consultant  on the  Effective  Date an option to
purchase an aggregate of 30,000 shares of Company's Class A Common Stock,  under
and  pursuant to  Company's  1998 Stock  Option Plan  ("PLAN") and pursuant to a
Stock  Option  Grant  Letter  dated  March 4, 1999  between  the Company and the
Consultant (the "STOCK OPTION AGREEMENT").  In addition, the Consultant shall be
eligible  to receive  grants of  additional  options  under the Plan to purchase
Common Stock.

          (2) The Consultant's  status with respect to the Company is that of an
independent  contractor  rather  than  an  employee  of  the  Company  and it is
understood  and agreed that the Company will not withhold any federal,  state or
local  income,  Social  Security,  unemployment  or other  taxes on  account  of
payments made or property delivered to Consultant hereunder,  but will remit the
full amount  thereof to Consultant and report them on federal tax Form 1099. All
estimated  tax payments and  employment  tax  obligations  arising from payments
hereunder are agreed to be those of the Consultant.

     4.  BENEFITS.   Consistent  with  Consultant's  status  as  an  independent
contractor  with  respect to the Company,  the Company  shall not provide to the
Consultant any insurance,  medical,  pension or other employee benefits that may
be applicable to employees of the Company.

     5. TERMINATION. This agreement shall be terminable prior to expiration only
as follows:

          (1) BY THE  COMPANY.  The  Company may  terminate  this  agreement  if
Consultant: (i) is convicted of a crime involving larceny, embezzlement, bribery
or acts of moral turpitude;  or (ii) is  consistently,  habitually or flagrantly
derelict in the performance of his duties; or (iii) is repeatedly intoxicated or
under the influence of alcohol or drugs (other than drugs  prescribed for him by
a licensed  physician);  or (iv) engages in actions  which expose the Company to
public ridicule;  or (v) knowingly  engages in actions intended by Consultant to
result, and which in fact result, in substantial damage to the Company;  or (vi)
has  become  permanently  disabled,  in the good faith  opinion  of a  physician
appointed by the Company,  from  performing his duties and, in such  physician's
opinion,  will  likely be unable  substantially  to perform  such duties for the
following six months.  Termination  pursuant to clauses (ii), (iii), (iv) or (v)
of this  subparagraph (a) shall not take effect unless  Consultant has failed to
cure any violation thereof within 30 days of notice by the Company setting forth
the specific facts constituting such violation.

          (2) BY  CONSULTANT.  Consultant  may terminate  this  agreement if the
Company  violates any material  provision of this agreement,  which violation is
not cured within 30 days of the giving by Consultant of notice thereof.

     6.  CONFIDENTIALITY.  The  Consultant  recognizes  that the  services to be
performed by him for the Company may require the  disclosure  to  Consultant  of
confidential  information  and trade secrets  concerning  the  operations of the
Company and its affiliates. Accordingly, the Consultant agrees that he will not,
except with the prior written consent of the Company's Board of Directors, or as
may be required by law, directly or indirectly,  disclose during the Term or any
time  thereafter any secret or confidential  information  that he has learned by
reason of her  association  with the Company or use any such  information to the
detriment  of the  Company  so long as such  confidential  information  or trade
secrets have not been voluntarily  disclosed by the Company without restriction,
or are not otherwise in the public domain.  If the Consultant  shall be required
by law to disclose any such  confidential  information,  the Consultant will, to
the extent reasonably practicable,  notify and consult with the Company prior to
any such disclosure.


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     7. NON-SOLICITATION;  NON-COMPETITION.  Consultant agrees not to solicit or
hire,  either  directly or indirectly,  any  then-current  employee,  officer or
director of the Company, or to engage in or render services (including,  without
limitation,  research,  development,  manufacturing,  marketing or sales) in any
capacity,  either directly or indirectly,  to any person,  firm,  corporation or
other  entity  engaged  in the  motorcycle  industry  or in  businesses  related
thereto,  in competition  with the business of the Company,  for so long as this
agreement remains in effect.

     8. MISCELLANEOUS.

          (1) Any and all notices or other  communications  required to be given
under this  agreement  shall be in writing and shall be deemed to have been duly
given on the date of delivery,  if delivered in person or by confirmed facsimile
transmission,  or three days after  mailing,  if mailed  within the  continental
United States,  postage  prepaid,  by registered or certified mail, to the party
entitled to receive same,  at the address set forth below for such party,  or to
such other  address or  addresses  as any party  hereto may  specify in a notice
given in conformity with the provisions of this Section 8(a):

         To Company:                 Moto Guzzi Corporation
                                     (formerly North Atlantic Acquisition Corp.)
                                     350 Park Avenue
                                     New York, New York 10017

         With a copy to:             David Lerner, Esq.
                                     Morrison Cohen Singer & Weinstein, LLP
                                     750 Lexington Avenue
                                     New York, New York 10022

         To Consultant:              David J. Mitchell
                                     24 East 22nd Street
                                     New York, NY 10010

          (2) This  agreement  constitutes  the  entire  agreement  between  the
parties hereto with respect to the matters herein  provided,  and this agreement
cancels and supersedes any or all prior agreements and  understandings,  written
or oral,  between the parties with respect to such matters.  No  modification or
waiver of any provision  hereof shall be effective  unless in writing and signed
by the parties hereto.

          (3) The  rights  and  obligations  of any party  hereunder  may not be
assigned or transferred to any third party without the prior written  consent of
the other party hereto.

          (4) If any  provision  of this  agreement  or  application  thereof to
anyone or under any  circumstances is adjudicated to be invalid or unenforceable
in any jurisdiction,  such invalidity or  unenforceability  shall not affect any
other  provision  or  application  of this  agreement  which can be given affect
without the invalid or  unenforceable  provision  or  application  and shall not
invalidate or render  unenforceable  such  provision or application in any other
jurisdiction.

          (5) The waiver by either  party of a breach of any  provision  of this
agreement  by the other party shall not operate or be  construed  as a waiver of
any subsequent  breach by such party. No waiver shall be valid unless in writing
and signed by the party against whom enforcement of the waiver is sought.


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          (6) This  agreement may be executed in several  counterparts,  each of
which is an original and all of which shall constitute one instrument.  It shall
not be necessary in making proof of this agreement or any counterpart  hereof to
produce or account for any of the other counterparts.

          (7) The  captions and headings  contained  in this  agreement  are for
convenience only and shall not be construed as a part of the agreement.

          (8)  The  validity,  interpretation,   construction,  performance  and
enforcement of this agreement  shall be governed by the  substantive  law of the
State of New York,  without  giving  effect to the  conflicts of law  provisions
thereof.

     IN WITNESS  WHEREOF,  the parties  hereto have signed or caused  their duly
authorized agents to sign this Agreement as of the date first above written.

                                  MOTO GUZZI CORPORATION
                                  (formerly North Atlantic Acquisition Corp.)



                                  By:
                                     -------------------------------------------
                                     Name:
                                            ------------------------------------
                                     Title:
                                            ------------------------------------



                                             /S/ DAVID J. MITCHELL
                                             ----------------------
                                             David J. Mitchell

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