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                                                                   Exhibit 10.58


                        ROTARY POWER INTERNATIONAL, INC.


P.O. Box 128
Wood-Ridge, NJ   07075                                         November 6, 1999
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LETTER AGREEMENT RE: FACILITATION FEE

Rotary Power International, Inc. agrees to grant Londonderry Capital Structuring
Ltd. an exclusive financing agreement for a period comprising from the date of
this letter being signed by both parties through December 31, 2000, under the
following terms and conditions:

a)       Londonderry Capital Structuring Ltd. or its nominee will be paid by
         Rotary Power International, Inc. a 10% facilitation fee on any
         financing proposal funded through Londonderry Capital Structuring Ltd.
         to Rotary Power International, Inc. that has been approved by Rotary
         Power International, Inc.

b)       Londonderry Capital Structuring Ltd. or its nominee will be paid by
         Rotary Power International, Inc. a 2% facilitation fee on all other
         sources of funding, including loans, grants, exercising of options and
         warrants, etc.

c)       Londonderry Capital Structuring Ltd. or its nominee will be paid by
         Rotary Power International, Inc. a 2% facilitation fee for any mergers
         or acquisitions that may occur. Said Fee will be based on the value of
         the consideration given by Rotary Power International, Inc. at closing.

d)       Londonderry Capital Structuring Ltd. or its nominee will receive
         payment of the applicable facilitation fee on closing of any funding.

e)       Londonderry Capital Structuring Ltd. or its nominee will present to
         Rotary Power International, Inc., approximately nine months from the
         effective date of this agreement, a proposal for a new Facilitation Fee
         Agreement, for the year 2001.

f)       Londonderry Capital Structuring Ltd. shall be solely responsible for
         all taxes and government fees relating to Fees paid under this
         Agreement

g)       This Agreement shall be, in all respects, subject to and interpreted,
         construed, and enforced in accordance with the laws of New Jersey. Any
         disputes arising under this Agreement shall be negotiated in good faith
         by the parties and failing resolution through such direct negotiations
         by the parties, both parties hereby agree to submit their dispute to
         arbitration through a competent, mutually agreed upon arbitrator.


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h)       Upon written mutual agreement of the parties, within 60 days of
         termination, this Agreement may be renewed for the calendar year
         following the term of this contract.

i)       The terms and provisions herein contained constitute the entire
         agreement relating to the subject matter of this Agreement between the
         parties and shall supersede all previous and or written communications.

In witness whereof the parties hereto, through their authorized representatives,
have executed this Letter Agreement as of the date first above written.


ROTARY POWER INTERNATIONAL, INC.           LONDONDERRY CAPITAL STRUCTURING LTD.

per: /s/Ken Brody                          per: /s/Ronald G. McKeown
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             Ken Brody                               Ronald G. McKeown