PROXY

                    NORTH ATLANTIC ACQUISITION CORP - PROXY
                      Solicited by the Board of Directors
      for the Annual Meeting of Stockholders to be Held on ________, 1998


                  The undersigned Stockholder(s) of NORTH ATLANTIC ACQUISITION
CORP., a Delaware corporation ("NAAC"), hereby appoints David J. Mitchell and
C. Thomas McMillen, or either of them, with full power of substitution and to
act without the other, as the agents, attorneys and proxies of the
undersigned, to vote the shares standing in the name of the undersigned at the
Annual Meeting of Stockholders of NAAC to be held on ______, 1998 and at all
adjournments thereof. This proxy will be voted and will be voted in accordance
with the instructions given below. If no instructions are given, this proxy
will be voted FOR all of the following proposals.

1. To approve the Merger Agreement, dated August 18, 1998, providing for the
   merger of Moto Guzzi Corp., with and into NAAC, with NAAC continuing as the
   surviving corporation.

   FOR    |_|           AGAINST    |_|          ABSTAIN    |_|

2. To adopt an Amended and Restated Certificate of Incorporation to effect a
   series of amendments to the Certificate of Incorporation of NAAC.

   FOR    |_|           AGAINST    |_|          ABSTAIN    |_|

3. Election of the following Directors:

   FOR all nominees listed below except      WITHHOLD AUTHORITY to vote for all
   as marked to the contrary below |_|       nominees listed below   |_|

  _____ and Frank J. O'Connell (Class I), _____, Emanual Arbib and Peter Hobbins
 (Class II), and Howard E. Chase, Mark S. Hauser and David J. Mitchell (Class
  III)

  (If Proposal 2 above is approved, the directors will serve in the classes
   indicated.)

    INSTRUCTIONS: To withhold authority to vote for any individual nominee,
                  write that nominee's name in the space below.

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4. To approve the 1998 Stock Option Plan and 1998 Stock Plan for Outside
   Directors:

   FOR    |_|           AGAINST    |_|          ABSTAIN    |_|

5. To adopt an amendment to the Certificate of Incorporation to reclassify
   each share of NAAC Class B Common Stock into two shares of NAAC Class A 
   Common Stock and two NAAC Class A Warrants.

   FOR    |_|           AGAINST    |_|          ABSTAIN    |_|

6. In their discretion, the proxies are authorized to vote upon such other
   business as may come before the meeting or any adjournment thereof. 

   |_| I plan on attending the Annual Meeting of Stockholders.



                       Date                                1998
                            -----------------------------, 


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                                          Signature

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                                      Signature if held jointly

                       Please sign exactly as name appears above. When
                       shares are held by joint tenants, both should sign.
                       When signing as attorney, executor, administrator,
                       trustee or guardian, please give full title as
                       such. If a corporation, please sign in full
                       corporate name by President or other authorized
                       officer. If a partnership, please sign in
                       partnership name by authorized person.