PROXY

                    NORTH ATLANTIC ACQUISITION CORP - PROXY
                      Solicited by the Board of Directors
    for the Annual Meeting of Stockholders to be Held on February 10, 1999



                  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 February 10, 1999 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.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF NAAC.

1. To approve the Merger Agreement, dated August 18, 1998, as amended December
   3, 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 approve an amendment to the Certificate of Incorporation to change of 
   corporate name to "Moto Guzzi Corporation."

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

3. To approve an amendment to the Certificate of Incorporation to increase the 
   authorized capital stock of NAAC.

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

4. To approve an amendment to the Certificate of Incorporation to classify the 
   board of directors into three classes serving staggered terms.

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

5. To approve an amendment to the Certificate of Incorporation to provide that 
   two-thirds of the outstanding stock or the affirmative vote of a majority of 
   the board of directors is required to 
   amend or repeal the by-laws.

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

6. To approve an amendment to the Certificate of Incorporation to provide that 
   two-thirds of the outstanding stock is required to fill a vacany in the board
   of directors if not filled by the remaining members of the board of 
   directors.

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

7. To approve an amendment to the Certificate of Incorporation to provide that 
   members of the board of directors may be removed only for cause and only by 
   action of the board of directors or the vote of two-thirds of the 
   outstanding stock.

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

8. To approve an amendment to the Certificate of Incorporation to provide that 
   officers and directors be indemnified except in certain circumstances as 
   required by law.

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

9. 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   |_|

  Gianni Bulgari and Frank J. O'Connell (Class I), William Spier, Emanuel 
  Arbib and Peter Hobbins (Class II), and Howard E. Chase, Mark S. Hauser and 
  David J. Mitchell (Class III)

  (If Proposal 4 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.

             -----------------------------------------------------


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

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

11.To approve an amendment to the Certificate of Incorporation to recapitalize 
   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    |_|

12.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                                1999
                            -----------------------------, 


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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.