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                                        EXHIBIT 2.1


                        ASSET PURCHASE AGREEMENT


     THIS ASSET PURCHASE AGREEMENT ("Agreement") is made and entered
into this 16th day of April, 1999, by and between Hallmark Properties,
Inc., a Colorado corporation ("Buyer") and Norton Acquisition
Corporation, a  Minnesota corporation ("Seller").

                             WITNESSETH:

     WHEREAS, Seller has acquired substantially all of the assets of
Norton Motors International Inc. (the "Norton Assets") pursuant to the
terms of the Asset Purchase Agreement dated April 9, 1999 (the "Norton
Acquisition Agreement"-a true fully executed copy of which is attached
hereto as Exhibit 1);

     WHEREAS, pursuant to the terms of the Norton Acquisition Agreement,
the Seller agreed to assume, discharge and perform when due certain
liabilities and obligations of Norton Motors International Inc. that
were expressly identified in the Norton Acquisition Agreement  (the
"Assumed Liabilities"); and,

     WHEREAS, Buyer desires to acquire from Seller the Norton Assets and
Seller desires to sell the Norton Assets 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 right, title and interest in and to the Norton
          Assets transferred to Seller pursuant to the Norton Acquisition
          Agreement.


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                                ARTICLE 2
                             PURCHASE PRICE

     2.1  Purchase Price and Other Consideration. The Buyer shall provide the
          following consideration to Seller in exchange for the Norton Assets :

          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, Two hundred and fifty two million (252,000,000) restricted
             shares of its common stock on the Closing Date pursuant to the
             terms of the Subscription Agreement attached hereto as Exhibit 2.1
             (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) Assumption of Liabilities. As additional consideration for the
             transfer of the Norton Assets, the Buyer agrees to be jointly and
             severally liable with the Seller for the Assumed Liabilities to
             the same extent and degree as Seller.  Notwithstanding the above,
             to the extent the Seller has discretion over the assumption and
             payment of the Assumed Liabilities the Buyer shall also be given
             the right to exercise discretion over its obligation for the
             Assumed Liabilities.

     2.2  Allocation of Purchase Price. The Purchase Price shall be
          allocated among the Norton Assets 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.


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


                                ARTICLE 3
                                 CLOSING

     3.1  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, the affirmative vote of at least a
          majority of the shareholders of the Seller approving the sale
          contemplated by this Agreement.


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     3.2  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 30 , 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 Norton
          Assets shall be deemed to have passed to Buyer on transfer of such
          Norton Assets on Closing.

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

               (a)  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 Norton Assets, including, without limitation,
                    assignments of any Proprietary Rights included in the Norton
                    Assets;

               (b)  A fully executed Subscription Agreement in the form attached
                    hereto as Exhibit 2.1;

               (c)  Any consents from third required to permit Buyer to obtain
                    the benefits of all the Norton 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 Norton 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 Norton Assets for which consents were not required;

               (d)  A certificate executed by the President 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;

               (e)  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;


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               (f)  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 Norton
Assets to Buyer.

     3.5  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.



                                ARTICLE 4
                 REPRESENTATIONS AND WARRANTIES OF SELLER

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

     4.1  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.

     4.2  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.

     4.3  Litigation Involving Seller. 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 and no
          governmental entity has served upon Seller any notice claiming any


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          violation of any statute, ordinance, or regulation or noting the need
          for any repair or remediation, requesting data or access, requiring
          testing or other investigation relating to environmental conditions
          or otherwise.

     4.4  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.

     4.5  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.

     4.6  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.

     4.7  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 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.


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                                ARTICLE 5
                 REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Seller as follows:

     5.1  Organization: Power and Authority. Buyer is a corporation duly
          organized, validly existing and in good standing under the laws of the
          State of Colorado, 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.

     5.2  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.

     5.3  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.

     5.4  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 6
               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:

     6.1  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.

     6.2  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.


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                                ARTICLE 7
               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.


     7.1  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.

     7.2  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 8
                             INDEMNIFICATION

     8.1  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,
          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.

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

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


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                                ARTICLE 9
                TRANSFER OF INTELLECTUAL PROPERTY RIGHTS


    9.1  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 to Buyer all trademark rights
          owned by Seller to the Norton name as well as all other intellectual
          property rights transferred hereunder.


                               ARTICLE 10
                          DEFAULTS AND REMEDIES

     10.1 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 2.1 of this
                    Agreement;
               (b)  The Seller shall fail to take any action required hereunder
                    to transfer any of the Norton Assets to Buyer; or,
               (e)  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.

     10.2 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.

     10.3 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.


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     10.4 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.

     10.5 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 11
                              MISCELLANEOUS

     11.1 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
          purchase and sale of the Norton Assets contemplated hereby.

     11.2 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.

     11.3 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.


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     11.4 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.

     11.5 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.

     11.6 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.

     11.7 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.

     11.8 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:             Hallmark Properties, Inc.
                                        14252 23rd Avenue North
                                        Plymouth, MN 55447-4910


               If to Seller:            Norton Acquisition Corporation
                                        Ten South Fifth Street
                                        Minneapolis, MN 55402



          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.

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


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     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:              HALLMARK PROPERTIES, INC.


                   By:   /s/ Mark Osterberg

                  Its:   CEO



     Seller:             NORTON ACQUISITION CORPORATION



                   By:   /s/ B.A. Johnson

                  Its:   President


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                            INDEX TO EXHIBITS


EXHIBIT 1           Norton Acquisition Agreement (w/Exhibits)

Exhibit 2.1         Subscription Agreement


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