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                                        EXHIBIT 2



                        ASSET PURCHASE AGREEMENT


     THIS ASSET PURCHASE AGREEMENT ("Agreement") is made and entered
into this 9th day of April, 1999, by and between Norton Acquisition
Corporation, a Minnesota corporation ("Buyer") and Norton Motors
International Inc., a Minnesota corporation ("Seller").

                               WITNESSETH:

     WHEREAS, Seller is developing a line-up of engines and motorcycles
for manufacture and sale (the "Business");

     WHEREAS, Seller has acquired certain assets from Norton Motorcycles
Limited pursuant to the Asset Purchase Agreement dated March 11, 1998
(the "Norton Agreement") which has enabled it to develop the Business;
and,

     WHEREAS, Buyer desires to acquire from Seller the Business and
substantially all of Seller's assets (including those acquired through
the Norton Agreement) used in the Business on a going concern basis and
Seller desires to sell the Business and such assets on a going concern
basis in the manner and upon the terms and conditions stated herein.

     NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements contained herein and for other good
and valuable consideration, the receipt and sufficiency of which are
mutually acknowledged and accepted, Seller and Buyer, intending to be
legally bound, hereby agree as follows:

                                ARTICLE 1
                       SALE AND PURCHASE OF ASSETS

     1.1  Assets To Be Purchased By Buyer. Subject to the terms and
          conditions set forth herein, Seller agrees to sell, transfer, convey
          and assign to Buyer, and Buyer agrees to purchase and acquire from
          Seller all of Seller's assets of any kind or type whatsoever,
          including, but not limited to, the assets listed on Exhibits 1.1 and
          1.1(B) attached hereto (the "Purchased Assets").


     1.2  Excluded Assets. Notwithstanding anything to the contrary in
          Section 1.1, the Purchased Assets shall not include any of the assets
          expressly listed on Exhibit 1.2 attached hereto (the "Excluded
          Assets").


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                                ARTICLE 2
                        ASSUMPTION OF LIABILITIES

     2.1  Assumed Liabilities. At the Closing, Buyer shall assume and agree
          to discharge and perform when due, the following expressly identified
          liabilities and obligations of Seller ( the "Assumed Liabilities"):

          2.1.1 Such pending purchase orders issued by Seller relating
                to the Business as Buyer shall, in its sole discretion,
                agree to assume.  Buyer shall have ninety (90) days
                from Closing in which to assume or reject any such
                pending purchase orders. In connection with any such
                purchase orders, Seller assigns to Buyer any rights of
                Seller with respect to any prepaid deposits previously
                paid by third parties for the benefit of Seller.

          2.1.2 Such Seller's Trade Accounts Payable for suppliers and
                developers set forth on Exhibit 2.1.2 attached hereto,
                as Buyer assumes in writing, in its sole discretion, on
                or before the 90th day following the Closing Date
                ("Trade Accounts Payable").

          2.1.3 The liability and principal balance of the secured
                loans to Donald F. Shiff, Joseph Novogratz, Global Coin
                Corporation ("Global") and Cataract N.V. ("Cataract")
                (including, without limitation, the registered or
                unregistered mortgage of Global and Cataract covering
                the Norton Factory (on Lynn Lane in Shenstone,
                Staffordshire, England) that Buyer shall assume as of
                the Closing Date in the amounts and pursuant to the
                terms specifically identified on Exhibit 2.1.3
                ("Secured Liability").This amount includes any unpaid
                interest amounts owing on such debt prior to the
                Closing Date, which Buyer shall assume and pay. If at
                Closing said mortgage has not yet been registered, then
                said mortgage shall be reissued by the Buyer and
                registered. Buyer may in such regard take the benefit
                of any funds which were to be used to pay any stamp
                duty taxes on said mortgage.

          2.1.4 Certain additional obligations arising from the Norton
                Agreement as the same are listed on Exhibit 2.1.4
                attached hereto.

     2.2  Excluded Liabilities. Except as specifically set forth in Section
          2.1 above, Buyer is not assuming any other  liability or obligation of
          Seller whatsoever, whether or not any such liability or obligation
          pertains to the Business or the Purchased Assets, including any such
          liability or obligation arising under any contract of Seller (all such
          liabilities and obligations not specifically assumed by Buyer pursuant
          to the Agreement shall be the "Excluded Liabilities"). Without
          limiting the foregoing and notwithstanding the provisions of Section
          2.1, Buyer is expressly not assuming the following liabilities:


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          2.2.1  Any liabilities of Seller for taxes, including without
                 limitation income, FICA, sales, use, franchise, excise
                 and transfer taxes.

          2.2.2  Any liabilities and obligations of Seller under any
                 contracts, agreements, leases, licenses, instruments,
                 commitments,  arrangements or undertakings of any kind,
                 including, but not limited to, trade payable
                 liabilities of any kind whatsoever, except those
                 liabilities and obligations specifically set forth in
                 Section 2.1.

          2.2.3  Any liability or obligation of Seller for warranty
                 claims with respect to products sold or services
                 rendered by Seller prior to the Closing Date.

          2.2.4  Any indebtedness of Seller to banks, other financial
                 institutions or with respect to borrowed money, except
                 those specific liabilities set forth and expressly
                 assumed in Section 2.1.

          2.2.5  Any liabilities to or with respect to former employees
                 of Seller whether or not hired by Buyer, relating to
                 any period prior to the Closing Date (including without
                 limitation any liabilities to employees or plans with
                 respect to post-retirement health benefits or
                 pensions), and any liabilities with respect to any
                 other employees or former employees of Seller
                 (including without limitation any severance or COBRA
                 liabilities or any liabilities to employees or plans
                 with respect to post-retirement health benefits or
                 pensions).

          2.2.6  Any claims against or liabilities of Seller for injury
                 to or death of persons or damage to or destruction of
                 property arising out of acts occurring, products sold
                 or services rendered prior to the Closing Date.

          2.2.7  Any liabilities arising out of or in connection with
                 any violation of any federal, state or local government
                 statute or rule, regulation or directive, or arising
                 out of any release or disposal of any hazardous or
                 toxic substance, including without limitation a
                 "hazardous substance" as defined in 42 U.S.C.
                 9601(14) and oil, gasoline and other petroleum-based
                 substances, which violation, release or disposal
                 occurred prior to the Closing Date.

          2.2.8  Any liabilities for legal, accounting, audit and other
                 professional fees incurred by Seller with respect to
                 the preparation and negotiation of this Agreement or
                 any document or other agreement related thereto.

          2.2.9  Any liability to, or on account of, any employee
                 benefit plan of Seller, any of its Affiliates or any
                 predecessor employer of any employee, including, but
                 not limited to any health and medical, sick pay,
                 severance, long term disability, pension, retirement,
                 savings, Section 401(k), stock option and/or deferred
                 compensation plan or arrangement, whether written or
                 oral and whether "qualified" or "non-qualified" under


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                 the Internal Revenue Code of 1986, as amended, or to
                 any employee as a result of or following upon the
                 consummation of the transactions contemplated herein.

          2.2.10 Any liabilities of Seller to the extent that their
                 existence or magnitude constitutes or results in a
                 breach of a representation, warranty or covenant of
                 Seller in this Agreement.


                                ARTICLE 3
                             PURCHASE PRICE

     3.1  Purchase Price: Time of Payment. In addition to assumption of the
          Assumed Liabilities, as expressly stated herein, the Buyer shall
          provide the following consideration to Seller:

          a) Cash Payment.  A cash payment at Closing of twenty-five thousand
             dollars ($25,000);
          b) Stock of Buyer.  Buyer shall cause to be issued in the name of the
             Seller, Six Million (6,000,000) restricted shares of its common
             stock on the Closing Date pursuant to the terms of the Subscription
             Agreement attached hereto as Exhibit 3.1(the "Securities").  The
             Securities shall be issued pursuant to applicable state and federal
             securities laws exemptions and shall contain an appropriate legend
             restricting their transferability.
          c) Merger of Buyer into Public Shell.  Within forty-five (45) days
             after the Closing, Buyer agrees to either merge into, or become a
             wholly owned subsidiary of (the "Merger"), Hallmark Properties,
             Inc. a Colorado public shell corporation ("Hallmark").  Buyer
             further agrees that, as a result of a reverse split or other
             adjustment, Seller will, immediately after the Merger, own 6/7ths
             or 85.71% of the then issued and outstanding shares of stock in
             Hallmark. Nothing herein shall prohibit Hallmark from thereafter
             issuing additional shares of its stock for fair consideration
             pursuant to a subsequent registered or exempt offering.  Buyer
             agrees that Buyer's failure to comply with the terms of this
             section 3.1(c) shall be deemed a material default and Seller shall
             have the immediate right to declare this Agreement null and void
             with full right to rescind the transfers of the Purchased Assets
             made hereunder.

     3.2  Allocation of Purchase Price. The Purchase Price shall be
          allocated among the Purchased Assets ( including the
          liabilities assumed) either in the manner set forth on the
          attached Exhibit 3.2 (or as approved in writing by the parties
          hereto at or after Closing) for all purposes and each of the
          parties shall file with the Internal Revenue Service Form 8594
          on a basis consistent therewith.

     3.3  Further Assurances. Each of the parties hereto, before, at and
          after the Closing, upon the request from time to time of any other
          party hereto and without further consideration, shall do each and
          every act and thing as may be necessary or reasonably desirable to


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          consummate the transactions contemplated hereby and to effect an
          orderly transfer to Buyer of the Purchased Assets.


                                ARTICLE 4
                                 CLOSING

     4.1  Binding Nature of Agreement.  The sale contemplated by this
          Agreement shall be a legally binding obligation of the parties hereto
          upon execution thereof by officers of the respective parties, subject
          only to rescission by the affirmative vote of a majority of the
          shareholders of Seller. The Seller hereby agrees and warrants to
          deliver, on or before Closing, either by irrevocable proxy or vote at
          a duly called and noticed shareholder meeting, the affirmative vote
          of at least a majority of the shareholders of the Seller approving
          the sale contemplated by this Agreement.

     4.2  Time and Place of Closing.  The closing of the transactions
          contemplated hereby (the "Closing") shall take place at the offices
          of Duckson & Carlson, LLC, 10 South Fifth Street, Suite 300,
          Minneapolis, Minnesota 55402, on April 16, 1999 at 2:00 p.m. or at
          such other place or on such other date which the parties may mutually
          agree in writing ("Closing Date"). All transfers and other proceedings
          required to be made or taken at the Closing shall be deemed to have
          taken place simultaneously, and no delivery shall be considered to
          have been made until all such proceedings have been completed. Legal
          title, equitable title and risk of loss with respect to the Purchased
          Assets shall be deemed to have passed to Buyer on transfer of such
          Purchased Assets on Closing.

     4.3  Seller's Deliveries At Closing. At the Closing, Seller shall
          deliver to Buyer the following:

               (a)  A release of each existing security interest of record
                    relating to the Purchased Assets, which is not expressly
                    assumed by Buyer;

               (b)  Any Bill of Sale document reasonably requested by the Buyer
                    evidencing the transfer of any tangible assets transferred
                    hereby and such deeds (together with affidavits of title),
                    assignments, certificates of title, and other instruments of
                    conveyance as Buyer shall reasonably require to convey to
                    Buyer the Purchased Assets, including, without limitation,
                    assignments of any Proprietary Rights included in the
                    Purchased Assets;

               (c)  A fully executed Subscription Agreement in the form attached
                    hereto as Exhibit 3.1;

               (d)  Any consents from third parties, including but not limited
                    to, secured parties listed on Exhibit 2.1.3 required to


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                    permit Buyer to obtain the benefits of all the Purchased
                    Assets under the same terms and conditions as are applicable
                    to Seller and to prevent a breach of any agreement or
                    security interest relating to the Purchased Assets. In
                    addition, Seller shall deliver to Buyer, from time to time,
                    such documentation as Buyer may reasonably request to assure
                    Buyer the benefit of any of the Purchased Assets for which
                    consents were not required;

               (e)  A certificate executed by the CEO or Secretary of Seller, in
                    form satisfactory to Buyer and the Buyer's counsel, setting
                    forth the resolutions adopted by the Board of Directors and
                    shareholders of Seller authorizing the execution of this
                    Agreement and the taking of any and all actions deemed
                    necessary or advisable to consummate the transactions
                    contemplated hereby;

               (f)  The books and records of the Business, which may be
                    delivered by Seller at an alternative location to the
                    location of the Closing upon the written agreement of
                    Seller and Buyer;

               (g)  All other documents, instruments and writings required by
                    this Agreement or reasonably requested by Buyer to be
                    delivered at Closing; and,

Seller further agrees, before, at and after the closing upon reasonable
request by Buyer, and without additional consideration, to execute any
additional documentation reasonably necessary to transfer the Purchased
Assets to Buyer.

     4.4  Buyer's Deliveries At Closing. At the Closing, Buyer shall
          deliver to Seller the following:

               (a)  One or more stock certificates duly approved and executed
                    by authorized representatives of the Buyer evidencing the
                    shares of Buyer to be delivered pursuant to Section 3.1
                    hereof; and,

               (b)  A certificate from the Secretary of Buyer, in a form
                    reasonably satisfactory to Seller and Seller's counsel,
                    setting forth the resolutions adopted by the Board of
                    Directors of Buyer authorizing the execution of this
                    Agreement and the taking of any and all actions deemed
                    necessary or advisable to consummate the transactions
                    contemplated hereby.


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                                ARTICLE 5
                 REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as of the Closing Date as
follows:

     5.1  Organization: Power and Authority. Seller is a corporation
          duly organized, validly existing and in good standing under
          the laws of the State of Minnesota, and has all requisite
          power and authority to execute, deliver and perform its
          obligations under this Agreement and to consummate the
          transactions contemplated hereby. Seller has full corporate
          power and authority to carry on the Business as it is now
          being conducted and to own, license, lease and operate the
          Purchased Assets.

     5.2  Due Authorization and Execution: Effect of Agreement. The
          Board of Directors and shareholders of Seller have taken all
          action required by law, its Articles of Incorporation, its
          Bylaws or otherwise to authorize the execution and delivery of
          this Agreement and the transactions contemplated hereby and no
          other corporate action is necessary to authorize the execution
          and delivery hereof or the consummation of the transactions
          contemplated hereby.

     5.3  Litigation Involving Seller. Except as disclosed in Exhibit 5.3,
          and except as qualified by Section 5.6 below, there is no action,
          suit, proceeding or investigation pending (including, without
          limitation, any action, suit, proceeding or investigation with
          respect to any federal, state or local laws, rules or regulations),
          or to Seller's knowledge, threatened against or detrimentally
          affecting Seller, or any of the Purchased Assets which could
          materially and adversely affect the Business or any of the Purchased
          Assets and no governmental entity has served upon Seller any notice
          claiming any violation of any statute, ordinance, or regulation or
          noting the need for any repair or remediation with respect to the
          Purchased Assets, requesting data or access, requiring testing or
          other investigation relating to environmental conditions or requiring
          any change in the Purchased Assets or in Seller's means or method of
          conducting the Business.

     5.4  Consents. No consent, approval or authorization of, exemption by,
          or filing with, any governmental or regulatory authority or any third
          party is required in connection with the execution, delivery or
          performance by Seller of this Agreement and the consummation of the
          transactions contemplated hereby.

     5.5  Financial Information.  Seller has furnished Buyer with true and
          complete copies of Seller's financial statements and other financial
          information with respect to the Business for the periods ending prior
          to the date hereof (the "Financial Statements"). The Financial
          Statements are preliminary and unaudited but otherwise present fairly,
          in all material respects, the financial position of the Seller and the
          results of its operations as of the respective dates and periods
          thereof in conformity with generally accepted accounting principles
          ("GAAP").  Seller has no liabilities or obligations with respect to
          the Business of any nature (absolute, accrued, contingent or
          otherwise) which are not reflected or reserved against on the


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          Financial Statements, except as referred to herein or for commercial
          liability and obligations incurred in the ordinary course of business
          and consistent with past practice since the date thereof.

     5.6  Disclosure of Defaults. Seller has disclosed that it is in default
          under various contracts or with respect to various creditors.
          Notwithstanding the above, there are no undisclosed pending
          foreclosure actions involving the Purchased Assets and since at least
          April 1, 1998 Seller has not sold any material assets of the Business,
          except in the ordinary course of its business.

     5.7  Compliance with Applicable Laws.  To the best of its knowledge,
          Seller is in compliance with all federal, state and local and foreign
          laws, statutes, rules and regulations applicable to Seller, the
          Business and the Purchased Assets. Except as disclosed in writing in
          an exhibit attached to this agreement, Seller has, to the best of its
          knowledge, conducted the Business in compliance with all federal,
          state, local and foreign laws, statutes, rules and regulations
          applicable to Seller, the Business and the Purchased Assets.

     5.8  Title to Purchased Assets. Seller has (or, as of the Closing, will
          have) or is entitled to good and marketable title to the Purchased
          Assets free and clear of all liens, security interests, mortgages,
          pledges or other encumbrances other than the Assumed Liabilities
          expressly assumed by Buyer hereunder.

     5.9  Use and Condition of Property. To the best of Seller's knowledge,
          the tangible Purchased Assets are in operating condition and repair,
          ordinary wear excepted, are fit and usable for the purposes for which
          they are being used, conform to all applicable laws and regulations
          and no notice of any violation of any law, statute, ordinary or
          regulation relating to any such property or assets has been received
          by Seller.  Provided, however, that those Purchased Assets under
          development or construction are in various stages of development or
          completion.

     5.10 Accounts Receivable.  The Account Receivables reflected on
          the Financial Statements and all the Accounts Receivable
          arising after such dates are valid and genuine and arose from
          bona fide transactions in the ordinary course of the Business
          and have been recorded in accordance with GAAP.  No Accounts
          Receivable included in the Purchased Assets have been assigned
          or pledged to any third party (except for such security
          interests of which shall be expressly assumed by Buyer at
          Closing pursuant to the terms hereof) and the account obligors
          have not asserted a defense or setoff to any such Account
          Receivable included in the Purchased Assets.

     5.11 Intellectual Property Rights. Seller owns those Proprietary
          Rights used in the Business and as set forth in the Exhibit
          5.11 and as otherwise disclosed herein. Except as otherwise
          disclosed in writing by Seller, the Proprietary Rights of
          Seller are not subject to any outstanding orders, decrees,
          judgments stipulations, claims or settlements nor is any item
          of such Proprietary Rights subject to any mortgage, license,


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          option, lease, covenant, condition, agreement, lien, security
          interest, adverse claim, restriction, charge or encumbrance
          except the Assumed Liabilities, the potential solicitor's lien
          of the law firm of Shapiro & Cohen and claims brought by Al
          Melling, Melling Design Consultancy or MCD Limited.
          Furthermore, there are no pending or threatened claims,
          proceedings or lawsuits relating to, affecting or otherwise
          impairing the Seller's rights in the Proprietary Rights.
          Notwithstanding the above, Buyer acknowledges that various
          trademark applications may be subject to government and/or
          public inquiries and oppositions.

          To the Seller's knowledge, there are no facts that would be
          detrimental to the ownership, use or validity of any of the
          Proprietary Rights. On or after the execution of this
          Agreement, there will be no licenses or rights granted to any
          other person or entity with respect to any such Proprietary
          Rights except for any rights of Heidelberg Typing and Desktop
          Publishing under its agreement with Seller dated December 1,
          1998.

           Further, Seller is not, to the best of its knowledge,
          infringing upon or violating any intellectual property rights
          of any other person or entity in the conduct of the Business.

     5.12 Taxes. Seller has filed, or will file before Closing, in proper
          form all federal, state, local and foreign tax returns required to be
          filed prior to the date hereof which relate to the Purchased Assets or
          to the Business.

     5.13 No Liability For Employee Benefits. Buyer will incur no liability
          to, or on account of any employee benefit plan of Seller, any of its
          Affiliates or any predecessor employer of any employee.

     5.14 Permits, etc. All permits, licenses, registrations and approvals of
          and from all governmental authorities necessary for the operation by
          Seller of the Business and the Purchased Assets, if any, and are in
          full force and effect, and are readily transferable to Buyer without
          the consent of any such governmental authority or other third party.

     5.15 Brokers, Finders, etc. All negotiations relating to this Agreement
          and the transactions contemplated hereby have been carried on without
          the intervention of any person acting on behalf of Seller in such
          manner as to give rise to any valid claim against Seller or Buyer for
          any brokerage or finder's commission, fee or similar compensation.

     5.17 Investment Intent. The Seller intends to acquire and hold
          the shares of stock issued hereunder (the "Securities") for
          its own account and for investment purposes only, and not with
          a view to, or for resale in connection with, the distribution
          thereof within the meaning of the Securities Act of 1933, as
          amended (the "Act The Seller recognizes (i) that an investment
          in the securities involves a high degree of risk, and that


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          such risks may result in the loss of the total amount of this
          investment; (ii) that the purchase of the Securities is a long-
          term investment; (iii) that transferability and sale of the
          Securities is restricted in many ways; (iv) that the Buyer
          makes no representations whatsoever concerning the present or
          prospective value of the Securities; and (v) that in the event
          of disposition of the Securities, the undersigned could
          sustain a total loss of its investment.

          The Seller acknowledges that the Securities have not been
          registered under the Act and that the Securities may not be
          sold, assigned or otherwise transferred (i) except pursuant to
          an effective registration statement under the Act and
          applicable State securities laws or (ii) unless the Seller
          supplies the Buyer with an opinion of an attorney of the
          undersigned's choosing to the effect that the proposed sale,
          assignment or other transfer is exempt from registration under
          applicable federal and state securities laws.  As a result
          thereof, the Seller may be required to hold the Securities for
          an indefinite period of time.

          The Seller acknowledges that its agents and advisors have been
          afforded the opportunity to examine all books, records,
          agreements and other documents relevant to the Buyer and these
          Securities and that it has been given an opportunity to ask
          questions and receive answers from duly designated
          representatives of the Buyer concerning its investment in the
          Securities.

                                ARTICLE 6
                 REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Seller as follows:

     6.1  Organization: Power and Authority. Buyer is a corporation duly
          organized, validly existing and in good standing under the laws of
          the State of Minnesota, and has all requisite power and authority to
          carry on its business as it is now being conducted, to execute,
          deliver and perform its obligations under this Agreement and to
          consummate the transactions contemplated hereby.

     6.2  Due Authorization and Execution: Effect of Agreement. The
          execution, delivery and performance by Buyer of this Agreement and
          the consummation of Buyer of the transactions contemplated hereby have
          been duly authorized by all necessary corporate action required to be
          taken on the part of Buyer. This Agreement has been duly and validly
          executed and delivered by Buyer and constitutes a valid and binding
          obligation of Buyer, enforceable in accordance with its terms.

     6.3  Consents. No consent, approval or authorization of exemption by, or
          filing with, any governmental or regulatory authority or any other
          third party is required in connection with the execution, delivery or
          performance by Buyer of this Agreement, except for consents,
          approvals, authorizations, exemptions and filings, if any, which: (a)
          have been, or by the Closing Date will be, obtained; and (b) Seller
          is required to obtain or make.


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     6.4  Brokers, Finders, etc. All negotiations relating to this Agreement
          and the transactions contemplated hereby have been carried on without
          the intervention of any person acting on behalf of Buyer in such
          manner as to give rise to any valid claim against Seller or Buyer for
          any brokerage or finder's commission, fee or similar compensation.



                                ARTICLE 7
                CONDITION PRECEDENT TO BUYER'S PERFORMANCE

The obligations of Buyer are subject to the fulfillment, prior to or on
the Closing Date, of each of the following conditions:

     7.1  Accuracy of Representations and Warranties.  All representations
          and warranties by the Seller in this Agreement shall be true and
          correct on and as of the Closing Date.

     7.2  Seller's Compliance.  Seller shall have performed, satisfied and
          complied with all covenants, assignments, agreements and conditions
          required by this Agreement to be performed or complied with by Seller.


                                ARTICLE 8
               CONDITIONS PRECEDENT TO SELLER'S PERFORMANCE

The obligations of Seller under this Agreement are subject to the
satisfaction, on or before the Closing Date of the following conditions.


     8.1  Accuracy of Representations and Warranties.  All representations
          and warranties by the Buyer in this Agreement shall be true on and
          as of the Closing Date.

     8.2  Compliance by Buyer.  The Buyer shall have performed, satisfied and
          complied with all covenants, agreements and conditions required by
          this Agreement to be performed or complied with by the Buyer.


                                ARTICLE 9
                             INDEMNIFICATION


     9.1  Indemnification by Seller.  Seller hereby agrees to indemnify and
          hold the Buyer, its affiliates, and its employees, officers, directors
          and agents harmless from, against and in respect of (and shall on
          demand reimburse the Buyer for) any and all losses, liabilities,


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          damages, claims, costs and expenses (whether or not arising out of
          third party claims, including without limitation interest, penalties
          and reasonable attorneys' fees)  sustained or incurred by the Buyer
          in connection with or arising out of:

               (a)  any untrue representation, breach of warranty, or
                    nonfulfillment of any covenant by Seller contained herein;
                    or,
               (b)  any liabilities or obligations of Seller not specifically
                    assumed by the Buyer pursuant to the terms of this
                    Agreement.

     9.2  Indemnification by the Buyer.  The Buyer shall indemnify and hold
          Seller harmless from and against any and all liabilities incurred in
          connection with or arising out of any untrue representation, breach
          of warranty or nonfulfillment of any covenant by the Buyer contained
          herein.

                                ARTICLE 10
                 TRANSFER OF INTELLECTUAL PROPERTY RIGHTS

Notwithstanding other obligations of the parties hereunder the parties
expressly agree as follows:

     10.1 Change of Corporate Name.  Immediately after the Closing, the
          Seller shall take such action as may be required to change its
          corporate name to one that will not include the name "Norton" (or
          other trademark transferred hereby) or otherwise imply a relationship
          or sponsorship of Buyer. Immediately after the Closing Buyer shall
          forthwith be entitled to change its corporate name to Norton Motors,
          Inc. or such other name it shall in its sole discretion choose,
          including, but not limited to any name incorporating the name "Norton"
          (or other trademark transferred hereby.)

     10.2 Transfer of Trademarks and other Intellectual Property Rights.
          Contemporaneously with the Closing or thereafter,  at the request of
          Buyer and without additional consideration therefore, Seller shall
          sign all documents necessary to transfer all trademark rights owned
          by Seller to the Norton name as well as all other intellectual
          property rights transferred hereunder.


                               ARTICLE 11
                          DEFAULTS AND REMEDIES

     11.1 Event of Default. Any of the following events shall constitute an
          "Event of Default" under this Agreement:

               (a)  The Buyer shall not pay when due the monetary consideration
                    or issue the stock as required by Article 3.1 of this
                    Agreement;
               (b)  The Seller shall fail to take any action required hereunder
                    to transfer any of the Purchased Assets to Buyer; or,


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<PAGE>
               (c)  Any representation made by the Buyer or Seller in this
                    Agreement or in any document made collateral to this
                    Agreement shall prove to be untrue in any material respect
                    or materially misleading at the time such representation or
                    warranty was made.

     11.2 Notice of Default.  Upon the occurrence of one of the defaults
          described in this Agreement, the non-breaching party shall give
          written notice to the other specifying:

               (a)  the default;
               (b)  the action required to cure the default;
               (c)  if applicable, a date not less than thirty (30) days
                    from the date the notice is mailed to the party in which
                    such default must be cured; and
               (d)  that failure to cure such default on or before the date
                    specified in the notice shall result in the non-breaching
                    exercising its remedies at law or as specified in this
                    Agreement.

     11.3 Remedies.  Upon the occurrence of an Event of Default,
          the non-breaching party, shall be entitled to bring an action
          for all remedies to which it might by law be entitled.

     11.4 Remedies Not Exclusive.  No right or remedy by this
          Agreement or by any document or instrument delivered by a
          party hereto, shall be or is intended to be exclusive of any
          other right or remedy, and each and every right and remedy
          shall be cumulative and in addition to any other right or
          remedy now or hereafter existing at law or in equity or by
          statute.

     11.5 Waiver; Forbearance.  Except as the parties may hereafter
          otherwise agree in writing, no waiver by a party of any breach
          or default of the other party, of any of its obligations,
          agreements or covenants under this Agreement shall be deemed
          to be waiver of any subsequent breach of the same, or any
          other obligation, agreement or covenant under this Agreement,
          nor shall forbearance by a party to seek a remedy for such
          breach be deemed a waiver of its rights and remedies with
          respect to such breach, nor shall a party be deemed to have
          waived any of its rights and remedies unless it be in writing
          and executed with the same formality as this Agreement.


                               ARTICLE 12
                              MISCELLANEOUS

     12.1 Survival. The representations and warranties made in this
          Agreement or in any certificate or other document delivered
          pursuant hereto or in connection herewith and the covenants
          and agreements contained herein to be performed or complied
          with at the Closing, prior to the Closing Date or in
          connection with the Closing shall survive the Closing and the


                                    13


<PAGE>
          purchase and sale of the Purchased Assets contemplated hereby.

     12.2 Entire Agreement: Amendment. This Agreement, including the
          Exhibits and other writing referred to herein or delivered
          pursuant to this Agreement constitutes the sole understanding
          of the parties with respect to the subject matter hereof and
          it supercedes all prior oral or written agreements,
          commitments or understandings with respect to the matters
          provided for herein. No amendment, modification or alteration
          of the terms or provisions of this Agreement shall be binding
          unless the same shall be in writing and duly executed by the
          parties hereto.

     12.3 Successors and Assigns. The terms and conditions of this
          Agreement shall inure to the benefit of and be binding upon
          the respective successors and assigns of the parties hereto;
          provided, however, that this Agreement may not be assigned by
          any party without the express prior written consent of the
          other party hereto. If this Agreement is assigned with such
          consent the terms and conditions hereof shall be binding upon
          and shall inure to the benefit of such assignee; provided,
          however, that no assignment of this Agreement or any of the
          rights or obligations hereof shall relieve any party of its
          obligations under this Agreement.

     12.4 Counterparts. This Agreement may be executed in counterparts,
          each of which shall, for all purposes, be deemed to be an
          original and all of which taken together shall constitute the
          same instrument.

     12.5 Headings.  The headings of the Articles, Sections and
          paragraphs of this Agreement are inserted for convenience only
          and shall not be deemed to constitute part of this Agreement
          or to affect the construction hereof.

     12.6 Waiver. Any of the terms or conditions of this Agreement may
          be waived in writing at any time by the party which is
          entitled to the benefits thereof. No waiver of any of the
          provisions of this Agreement shall be deemed or shall
          constitute a waiver of such provisions at any time in the
          future or a waiver of any other provision hereof.

     12.7 Expenses.  Seller and Buyer shall each pay all costs and
          expenses incurred by themselves or on their behalf in
          connection with this Agreement and the transactions
          contemplated hereby, including without limitation, fees and
          expenses of their own financial consultants, accountants and
          counsel.

     12.8 Notices. Any notice, request, instruction, consent or other
          document to be given hereunder by any party hereto to any
          other party shall be in writing and delivered personally or
          sent by registered or certified mail, postage prepaid, and
          shall be deemed given when postmarked and addressed as
          follows:

               If to Buyer:             Norton Acquisition Corporation ______
               B.A. Johnson__________          10 South Fifth Street


                                    14


<PAGE>
                                               Suite 300
                                               Minneapolis, MN 55402

               with a copy to:                 Duckson & Carlson, LLC
                                               10 South Fifth Street
                                               Suite 300
                                               Minneapolis, MN 55402
                                               Attention: Todd A. Duckson


               If to Seller:                   Norton Motors International Inc.
                                               14252 - 23rd Avenue North
                                               Plymouth, MN 55447-4910


               with a copy to:                 Norton Motors Department
                                               c/o Aquilini Investment Group
                                               ATTN : Myron Calof
                                               Standard Building-Main Level
                                               510 West Hastings
                                               Vancouver, BC V6B 1L8


          or at such other address for a party as shall be specified by
          like notice. Any notice which is delivered personally in the
          manner provided herein shall be deemed to have been duly given
          to the party to whom it is directed upon actual receipt by
          such party or its agent for notices hereunder.

     12.9 Governing Law. This Agreement shall be construed in accordance
          with and governed by the laws of the State of Minnesota.





     IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on its behalf as of the date first above
written.


     Buyer:                        NORTON ACQUISITION CORPORATION
                                   ------------------------------

                            By:    /s/ B.A. Johnson

                           Its:    President


                                   15


<PAGE>



     Seller:                       NORTON MOTORS INTERNATIONAL INC.
                                   --------------------------------


                            By:    /s/ Mark Osterberg   /s/ Myron Calof

                           Its:    CFO and CEO


                                    16


<PAGE>
                             INDEX TO EXHIBITS



Exhibit 1.1              Purchased Assets

Exhibit 1.1(B)           Additional Transferred Rights

EXHIBIT 1.2              Excluded Assets

Exhibit 2.1.2            Trade Accounts Payable

Exhibit 2.1.3            Secured Liabilities

Exhibit 2.1.4            Liabilities Assumed from the Norton Agreement

Exhibit 3.1              Subscription Agreement

Exhibit 3.2              Allocation of Purchase Price

Exhibit 5.3              Litigation or Claims Involving Seller

Exhibit 5.11             Intellectual Property Rights


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