EXHIBIT 10.2 AGREEMENT OF ASSIGNMENT OF PURCHASE AGREEMENT FOR SALE OF ASSETS

                                                             EXHIBIT 10.2

                       AGREEMENT OF ASSIGNMENT OF
                  PURCHASE AGREEMENT FOR SALE OF ASSETS

                                ADDENDUM

This Agreement made as of the 20th day of April 1998, between Baja Pro
Racing Series, S.A. de C.V., ("BPRS"), a Mexican Corporation and NetRom,
Inc., ("NI"), a California Corporation is hereby agreed as follows:

WHEREAS, "BPRS" is purchasing from Tri-National Development Corp.,("TND"),
upon certain terms and subject to certain conditions as stated in their
April 29th, 1997 Agreement, the properties of "TND" described therein and
whereas Xxxx Xxxxxx as President of "BPRS" desires the right to assign the
said agreement to ("NI")  and ("NI") is willing to accept said assignment,
subject to the same mutual covenants, agreements, representations and
warranties contained in that Agreement, the parties agree as follows;

          Xxxx Xxxxxx will assign the April 29th, 1997 agreement to
          ("NI") subject to the approval of "TND". The assignee,
          ("NI") is a corporation duly organized, validly existing,
          and in good standing under the laws of the State of
          California and has all necessary corporate powers to own and
          sell its properties and carry on its business as now owned
          and operated by it and is in good standing in California.
          Additionally, the assignee will execute new agreements with
          ("TND") as presented and will pay  $1.00 as full
          consideration for this assignment. ("BPRS") hereby accepts
          the $1.00 as full consideration for its interests in the
          April 29, 1997 agreement and both parties heretofore will
          hold each other harmless relative to this agreement.

     This assignment to take affect upon the signing by all parties
     identified below by no later than April 28, 1998. IN WITNESS WHEREOF, 
     the parties to this Agreement have duly executed it on the day and
     year first above written.

"BPRS"  Att: Xx. Xxxx Xxxxxx, President _________________________________

        Baja Pro Racing Series, S.A. de C.V.
        Calle Delante #302
        Bahai de Ensenada
        Xxxxxxxx, Xxxx, Xxxxxxxxxx, Xxxxxx 00000

"NI"    Att: Xxxxxx Xxxxxx, President   ________________________________ 

        NetRom, Inc.
        000 Xxxxx Xxx.
        Xxx Xxxxx, Xxxxxxxxxx 00000



The assignment is hereby approved on behalf of Tri-National Development
Corp.

"TND" Att: Xx. Xxxxxxx Xxxxxxxx. President _______________________________

        Tri-National Development Corp.
        000 Xxxxxx xxx Xxx Xxxxx #000
        Xxx Xxxxx, Xxxxxxxxxx 00000