Curtiss-Wright Flight Systems/Shelby, Inc. December 22, 1997
ROTARY POWER INTERNATIONAL, INC.
22 PASSAIC STREET
P.O. BOX 128
WOOD-RIDGE, NJ 07075-0128
December 22, 1997
Curtiss-Wright Flight Systems/Shelby, Inc. c/o Curtiss-Wright Corporation
One Passaic Street
Wood-Ridge, New Jersey 07075
Attn: Real Estate Department
RE: SETTLEMENT OF CLAIMS WITH RPI
The purpose of this letter is to memorialize and confirm the agreement and understanding that has been reached
between Rotary Power International, Inc. ("RPI") and Curtiss-Wright Flight Systems/Shelby, Inc. ("Curtiss-
Wright") with respect to the settlement of all claims, including all monetary claims, that Curtiss-Wright has or may
have against RPI relating to RPI's breach of, and default under, the Lease Agreement, dated as of June 1, 1992,
as amended (the "Lease") relating to certain premises located at 22 Passaic Street, Wood-Ridge, New Jersey.
RPI has heretofore defaulted in several of its obligations under the Lease, including, without limitation, its
obligation to make several payments to Curtiss-Wright which were required to be paid by RPI in accordance
with the Lease. As of the date hereof, RPI owes Curtiss-Wright an aggregate amount of approximately $591,000
in connection with its failure to make such payments. As a result of these past defaults by RPI, Curtiss-Wright has
heretofore terminated the Lease.
For good and valuable consideration the receipt of which is hereby acknowledged by RPI and Curtiss-Wright
and in settlement of all claims RPI and Curtiss-Wright may now have against each other relating to the Lease and
RPI's default thereunder, RPI and Curtiss-Wright agree as follows:
1. RPI shall pay $10,000 to Curtiss-Wright on or before December 23, 1997. Such payment shall be made by
check or wire transfer as requested by Curtiss-Wright.
2. RPI is currently scheduled to sell a portion of its equipment, machinery, furniture and other assets at an auction
sale to be held on January 27, 1997.