Exhibit 10.45


                       [Letterhead of Shearman & Sterling]
                          [Dusseldorf, Germany Office]


                                                       September 19, 1996


BY PERSONAL DELIVERY

Rotary Power International, Inc.
Attn:  Mr. Richard Thompson
(or the now current Chief Executive
   Officer of RPI)
P.O. Box 128
Wood-Ridge

USA - New Jersey  07075-0128

                  RE:  Termination of License and Technical Assistance Agreement
                          of October 20, 1992 between Wankel Rotary GmbH,
                          71404 Korb, Germany and Rotary Power International,
                          Inc., Wood-Ridge, USA-New Jersey

Dear Sir:

                  We are representing Wankel Rotary GmbH, Germany. The client
has asked us to inform you about the following:

                  With letter of January 10, 1996, you have terminated the
above-mentioned License and Technical Assistance Agreement with immediate
effect. You have justified your notice of termination with a breach of our
obligation to deliver the know-how agreed upon. For this cause of termination,
Section 12.3(a) of the aforementioned agreement would apply.

                  Accordingly to our view, such termination with immediate
effect is not justified due to the following reasons:

                  I.       In the first place, Wankel Rotary GmbH did not breach
                           any of its obligations under the above-mentioned
                           agreement, especially no delay in delivery of any
                           know-how subject to the License and Technical
                           Assistance Agreement occurred. Wankel Rotary GmbH has
                           delivered the know-how agreed upon.

                                      -1-

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                  II.      In the second place, your termination with immediate
                           effect fails to provide for the appropriate form
                           determined in the License and Technical Assistance
                           Agreement (hereinafter the "Agreement"). According to
                           Section 15.5, any notice to be given under the
                           Agreement shall be in writing and be given by
                           personal delivery, registered post or by overnight
                           delivery. As you have not delivered your termination
                           notice by any of this means, the notice has not
                           become effective.

                  III.     Furthermore, a termination with immediate effect
                           pursuant to Section 12.3(a) requires that the party
                           accused of the breach of contract fails to remedy
                           such breach within thirty (30) days of notice in
                           writing upon requiring such remedy by the other
                           party. You have never required such remedy and,
                           therefore, notice of termination does not meet the
                           pre-requisite of prior notification.

                  As the requirements set forth in Section 12.3(a) were not met,
you were not entitled to terminate the Agreement with immediate effect for cause
(Section 12.3(a)).

                  However, we consider your termination as an offer to terminate
the Agreement by mutual consent and accept this offer with effectiveness of this
day September 20, 1996.

                  We would like to stress that you did not effectively terminate
the Agreement for cause and, therefore, you are not entitled to raise any claims
resulting from a termination for cause.

                  Apart from the ineffectiveness of the notice of termination,
you are in any event obliged pursuant to Section 13 of the Agreement to:

                           (a)    immediately return to Wankel Rotary GmbH all
                                  technical material and all copies thereof in
                                  your possession or in the possession of your
                                  sub-licensees and subcontractors;

                           (b)    deliver free of charge to Wankel Rotary GmbH
                                  all licenses and authorities from Wankel
                                  Rotary GmbH held by you or your sub-licensees
                                  and subcontractors in relation to the small
                                  Rotary engines, spare parts and large Rotary
                                  engines and all or any other Intellectual
                                  Property relating specifically to the small
                                  Rotary engines and large Rotary engines or to
                                  the Agreement.

                  Wankel Rotary GmbH presumes that you have already informed
your clients about the termination of the License Agreement. However, Wankel
Rotary GmbH itself will inform all U.S.-clients about the expiry of all licenses
given to RPI.

                  Please note, that any presentation, offering, etc. of the
licensed products to third parties is prohibited.

                  We request your compliance with the above-mentioned
obligations until September 30, 1996.

                                                         Yours sincerely,


                                                          /s/ Georg F. Thoma
                                                          ------------------
                                                          Georg F. Thoma

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