Exhibit
10.3


 


AGREEMENT


 


THIS
AGREEMENT entered into as of this 15th day of August, 2018, by and between COATES
INTERNATIONAL, LTD, a Nevada Corporation, having an address of 2100 Route 34, Wall Township,
NJ 07719 (the “Seller”), and W & S INVESTMENTS, L.L.C., A New Jersey Limited Liability Company, AND/OR ITS ASSIGNS, having an address
of P.O. Box 496, Allenwood, NJ 08720 (the “Purchaser or Buyer”).


 


W
I T N E S S E T H:


 


WHEREAS,
Seller is the owner of 3.6 acres of real property in the Township of Wall, located
at 2100 Route 34 and being the rear portion of Lot 4 in Block 806 as shown on the tax map of the Township of Wall, Monmouth County,
New Jersey (“Subject Premises”). The Subject Premises is currently unimproved. The Subject Premises is part of a larger
currently undivided parcel of real estate (the “Overall Parcel”). Purchaser is subdividing the Overall Parcel
and Seller is retaining a portion. The portion of the Overall Parcel excluding the Subject Premises is referred to herein as the
“Retained Property”. Exhibit A depicts the line dividing the
Subject Premises from the Retained Property; and


 


WHEREAS,
it is the intention of Buyer to acquire the Subject Premises for the purpose of constructing
a self-storage facility that is operated by the Buyer (“Intended Purpose”).


   


WHEREAS,
Seller wishes to sell to Purchaser, and Purchaser
wishes to acquire from Seller, the Subject
Premises consisting of the 3.6 acres located at 2100 Route 34 and being the rear portion of Lot 4 in Block 806 as shown on the
tax map of the Township of Wall, Monmouth County, New Jersey, and as further depicted on Exhibit A attached
hereto and made a part hereof all upon and subject to the terms and conditions hereinafter set forth.


 


NOW,
THEREFORE, IN CONSIDERATION OF THE FOREGOING, AND OF THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS HEREINAFTER CONTAINED,
THE PARTIES HERETO DO HEREBY MUTUALLY AGREE AS FOLLOWS:


 


1.
Purchase and Sale of
Subject Premises. Subject to the terms and conditions set forth in this
Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Purchaser, and Purchaser agrees
to purchase from Seller the Subject Premises which is the 3.6 acres of real property known as a rear portion of Lot 4 in
Block 806 as shown on the tax map of the Township of Wall, and as further described on Exhibit A attached hereto and made
a part hereof.


 


2. Purchase
Price. The total Purchase Price for the Subject Premises that will be
paid by the Buyer to the Seller shall be the sum of ONE MILLION THREE HUNDRED THOUSAND AND 00/100 ($1,300,000.00) DOLLARS
and shall be payable as follows:


 


A.
The initial deposit in the amount of FIFTY THOUSAND ($50,000.00) DOLLARS which sum has been released to Seller
pursuant to the contract terms.


  



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B. The
sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS shall be paid upon execution of this Agreement also to be released to
Seller pursuant to the contract terms and the terms of the Escrow Agreement attached hereto as Exhibit B. Inasmuch as Purchaser
shall be applying to the Township of Wall for the approval of its Intended Purpose, and given that real estate taxes (taxes) to
the Township of Wall on the Overall Parcel must be current, any arrears in taxes for the years 2017 and 2018 through the fourth
quarter of 2018 shall first be disbursed to the Township of Wall by Purchaser for said taxes prior to the release of any monies
under this subparagraph B to Seller.


 


C. The
balance of ONE MILLION
ONE HUNDRED THOUSAND AND 00/100 ($1,100,000.00) DOLLARS to be paid on the date of closing
in cash by title company escrow check, bank check or wired monies.


 


3.
Mortgage securing released
deposit monies.


 


Upon
execution of the within Agreement and prior to the release of the remainder of the deposit monies indicated in 2 B., Seller shall
execute a note and mortgage (to be prepared by Purchaser’s attorney) in favor of Purchaser in the amount of TWO
HUNDRED THOUSAND AND 00/100 ($200,000.00) DOLLARS and placed upon the Overall Parcel located
at 2100 Route 34 and being known as lot 4 in block 806 as shown on the tax map of the Township of Wall, County of Monmouth, State
of New Jersey. The mortgage shall be held in escrow subject to the terms of the Escrow Agreement attached hereto as Exhibit
B. The Note shall be reduced by $1,000. For each extension requested by Purchaser up to
a total of $4,000. Said Note shall be interest-free from the date of execution until closing of title between the parties hereof
upon Purchaser’s successful subdivision and approval for development as contained herein. Should closing not occur between the
parties for any reason, then in that event, the principal amount of the Note shall be called and become due and payable to Purchaser.
Failing to repay the Note: (a) the mortgage shall be released from escrow and delivered to the Buyer’s attorney at which point
the Buyer may record the mortgage with the Clerk of Monmouth County; and (b) the repayment of principal and interest shall commence
and accrue at the rate of seven and one/half (7 1/2%) percent per annum on the principal balance thereof and shall be repaid by
Seller in quarterly payments utilizing a five year amortization schedule.


   


4.
Due
Diligence Review. Buyer, its agents, representatives and employees may, during
reasonable business hours and on notice to Seller, during a period commencing on the date hereof and expiring ninety (90) days
after the date Seller’s Deliveries pursuant to Article 5 A(v) are received by Buyer (the “Inspection Period”),
inspect, audit and copy the Seller’s Deliveries. Provided that if Buyer has not obtained all final (not subject to challenge
or appeal and recorded if applicable) necessary governmental approvals and permits (including site plan approval, zoning approval
and building permits) satisfactory to Buyer for Buyer’s subdivision of the Overall Parcel and its anticipated development
of the Subject Premises for the Intended Purpose by the end of the Inspection Period (the “Approvals”), Buyer
may extend the Inspection Period up to four (4) times for thirty (30) days each by giving written notice to Seller on or before
the last day of the then existing Inspection Period and pay Seller $1,000. Per extension. If Buyer elects to extend the Inspection
Period, $1,000 per extension shall be subtracted from the principal amount of the Note and mortgage and treated
in accordance with the terms contained therein. Seller shall notify Buyer when Seller believes Seller has made all of Seller’s
Deliveries, and within two business days thereafter Buyer shall either verify in writing that Buyer has received all of Seller’s
Deliveries or notify Seller in writing as to which of Seller’s Deliveries Buyer believes Buyer has not received. Once all
Seller’s Deliveries have been received by Buyer, Buyer shall acknowledge such to Seller. In addition, Buyer, its agents,
representatives and employees (including an independent engineer/surveyor) shall have access to the Subject Premises during normal
business hours and on notice to Seller for purposes of obtaining a survey (the “Survey”) of the Subject Premises,
a physical inspection of the Subject Premises, including one or more reports from other engineering companies (the “Engineering
Reports”), and a Phase I environmental report, the scope and level of detail of which shall be satisfactory to Buyer,
prepared by a qualified environmental consultant acceptable to Buyer and addressed to Buyer (the “Environmental Report”),
as well as any other inspections called for by such Environmental Report or Engineering Reports. Buyer’s review of the Seller’s
Deliveries and other inspections and items referred to in this Article is referred to as Buyer’s “Due Diligence
Review.” and shall be at Buyer’s sole expense. Buyer shall indemnify and hold Seller harmless from any and all
damage caused by Buyer or its independent contractors, agents, representatives or employees in conducting such Due Diligence Review;
provided that Buyer shall have no obligation for any pre-existing conditions or the discovery thereof. Buyer shall restore the
Real Estate to the condition in which it existed as of the date of this Agreement. Before entry onto the Subject Premises Buyer
shall provide a certificate of insurance acceptable
to Seller from an insurance company authorized to do business in the State of New Jersey having a rating of AAA.


  



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Buyer
shall, at Buyer’s sole expense, take all such actions as are necessary to legally subdivide the Subject Premises from the Retained
Property such that the Subject Premises shall be a separate legal parcel that is taxed as of the next assessment date and is in
compliance with all subdivision and other applicable laws and ordinances as an independent real estate parcel and shall provide
Seller with evidence thereof (collectively, the “Subdivision”). It shall be a condition to Seller’s and Buyer’s
obligation to close that such Subdivision has been effectuated and that the Title Policy shall at Buyer’s expense include subdivision
and separate tax parcel endorsements. Buyer shall also, at Buyer’s sole expense, obtain final site plan approval and all variances
desired by Buyer for the Intended Purpose. Buyer shall also be responsible, at its sole expense, to fulfill each of the conditions
contained in the subdivision and site plan approvals and to obtain all other government permits and approvals desired by Buyer,
or required, for the Intended Purpose.


 


Seller
hereby agrees to cooperate with Purchaser, its agents, representatives and employees, including but not limited to executing forms
or applications required in furtherance of the subdivision and approval for the Intended Purpose.


 


If
the Purchaser does not close title within thirty (30) days of the end of the Due Diligence Period, Seller shall have the right
to terminate this Agreement in which event the $200,000. deposit shall be promptly returned to Purchaser minus $1,000 for each
extension
received by the Purchaser. Failing to immediately return the deposit monies to the Seller, the terms of the Note and mortgage
shall commence. In addition, each Party shall have recourse to all remedies available to it at law and in equity.


   


5.
Conditions Precedent
to Closing.


 


A.
Purchaser shall
not be required to proceed on the closing date with the transaction contemplated by this Agreement unless
each of the following conditions precedent shall have been fulfilled and satisfied:


 


i.
Each of the warranties, representations and covenants of Seller
contained herein shall be true, valid and correct.


 


ii.
Seller shall
have complied with the covenants herein.


 


iii.
There shall have been delivered by Seller
to Purchaser all of the items in Seller’s
possession required to be delivered to Purchaser pursuant subparagraph v below.


 


iv.
Upon execution of the within Agreement,
Purchaser, at its sole expense, shall obtain an Environmental Report, commonly known as a
Phase 1, for the Subject Premises and, based upon said Environmental Report, may declare this Agreement,
within the Inspection Period, null and void if said Report shall be unsatisfactory to Purchaser in
Purchaser’s sole and absolute discretion.


 


v.
Upon execution of this Agreement, Seller
shall furnish Purchaser with a copy of all
engineering and site plans, surveys, resolutions and any and all governmental approvals and permits with respect to the property
that are in Seller’s possession.


  



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vi.
Purchaser, in
Purchaser’s sole and absolute discretion, shall satisfy itself as to the
zoning and other ordinances of the Township of Wall with respect to the Intended Purpose indicated hereinabove within the
initial ninety (90) days and any extension thereof after execution of the within Agreement, the
due diligence period.


 


Notwithstanding
what is contained in Paragraph 5A, the ninety (90) day due diligence time period for i through vi shall commence on that date
upon which all of those items to be delivered to Purchaser
by Seller in subparagraph 5A(v) shall have
been delivered to Purchaser at its offices in Wall Township, New Jersey, and evidenced
by an acknowledgment by Purchaser that it has received all of those items requested,
in Purchaser’s sole and absolute discretion.


 


In
the event that, after due diligence by the Purchaser,
one or more conditions, (1) through (vi) above, are not fulfilled, or waived, within the time periods set forth, then the Purchaser
may, at any time thereafter, elect, by written notice to the Seller,
to cancel this Agreement, and the $200,000 deposit shall be promptly returned
to Purchaser minus $1,000 for each extension received by the Purchaser. Failing to immediately return the deposit monies to the
Seller, the terms of the Note and mortgage shall commence. This Agreement shall
then be deemed to be null and void, and of no further force and effect.


 


B. Seller shall
not be required to proceed on the closing date with the transaction contemplated by this Agreement unless
each of the following conditions precedent shall have been fulfilled and satisfied.


 


i.
Each of the warranties, representations and covenants of Purchaser
contained herein shall be true, valid and correct.


   


ii.
There shall be delivered by Purchaser
to Seller all of the items to be delivered
to Seller hereunder at or prior to the closing.


 


In
the event that one or more of the foregoing conditions is not fulfilled, or waived, within the time periods set forth, then the
Seller may,
at any time thereafter, elect, by written notice to the Purchaser, to cancel this
Agreement, and the $200,000. deposit shall be promptly returned to Purchaser minus
$1,000 for each extension received by the Purchaser. Failing to immediately return the deposit monies to the Seller, the terms
of the note and mortgage shall commence. This Agreement shall then be deemed to
be null and void, and of no further force and effect.


 


Each
party shall have recourse to all remedies available to it at law or in equity.


 


6.
Warranties, Representation
and Covenants of Seller. Seller warrants,
represents to and covenants with Purchaser as follows:


 


A. It
is the owner of the Subject Premises.


 


B.
The execution and delivery of this Agreement
and the consummation of the transaction contemplated with the exception, perhaps, of the
existing mortgage(s) on the Overall Parcel, hereby will not violate any agreement of
Seller, or result in the breach of any term or provision of, or, with or without
the passage of time or the giving of notice, or both, constitute a default under, or permit the acceleration of maturity under
any loan agreement, note, debenture, mortgage, deed of trust or other agreement
to which Seller is a party or by which Seller
is bound.


 


C.
To the best of Seller’s knowledge and belief, there are no encroachments on the Subject Premises, except other than as may
appear of record. Seller
agrees that any such recorded encroachments will not prevent, limit or restrict the Intended
Purpose.


  



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D.
Seller represents
and warrants, to the best of its knowledge, that the Subject Premises does not contain nor has ever contained any hazardous wastes
or substances, including but not limited to, petroleum based products, paints and solvents, lead, cyanide, DDT, printing inks,
acids, pesticides, ammonium compounds, asbestos, PCB’s and other chemical products, or any underground storage tanks; nor
are any governmental cleanup or any other response actions contemplated, proposed, or initiated for the subject premises. Seller
further agrees to provide Purchaser with
any Environmental Approvals and/or representations which may be necessary as a result of the condition of the subject Premises
at no cost and expense to Purchaser pursuant to paragraph 9D. Seller’s
representations as to this sub-paragraph D shall be contained in a separate affidavit pursuant
to paragraph 9E. Seller, however, shall have no obligation to remediate the Subject Premises, the Overall Parcel or the Retained
Property but Purchaser shall have the right, as its sole remedy to cancel this Agreement in which event the $200,000. deposit
shall be promptly returned to Purchaser minus $1,000 for each extension received by the Purchaser. Failing to immediately return
the deposit monies to the Seller, the terms of the Note and mortgage shall commence.


 


E.
Seller shall
convey the Subject Premises to Purchaser free of all tenancies. Also, the Subject
Premises shall be conveyed free of all surface debris, as determined by Purchaser in its sole and absolute discretion, provided
Seller shall not be required to incur any cost for environmental remediation of the Subject Premises, Overall Parcel or Retained
Property.


   


F.
In addition to being true as of the date of this Agreement,
each of the warranties, representations and covenants of Seller contained in this
Agreement shall be true on and as of the closing date with the same force and
effect as though made on such date.


 


7.
Warranties, Representations
and Covenants of Purchaser. Purchaser represents
and warrants to Seller that the following are true and correct to the best of its knowledge without independent investigation
on the date hereof, which representations and warranties where the context so indicates, shall also be true on the date of each
closing of title hereunder.


 


A.
Purchaser is
a limited liability company duly organized and validly existing under the laws of the State of New Jersey and has full power and
authority and has taken all action required by law to execute, deliver, and perform this Agreement and
the transactions contemplated hereby and thereby and had taken all action required by law, its Certificate of Formation, Operating
Agreement or otherwise to authorize the execution and delivery of the Agreement and
the transactions contemplated hereby.


 


B.
Neither the authorization, execution and delivery of this Agreement
nor the consummation of the transactions contemplated hereby or thereby will conflict with
or result in the breach of any terms or provisions of Purchaser’s Certificate
of Formation and Operating Agreement or any applicable statutes, laws, rules or regulations of any governmental body having jurisdiction
in the premises.


 


8.
Right to Terminate.
If, prior to the expiration of the Inspection/Due Diligence Period, Buyer determines for any or no reason in its sole discretion
that the Subject Premises is not a suitable for the Intended Purpose, Buyer may terminate this Agreement by giving Seller written
notice of such determination upon or before the expiration of the Inspection Period, in which case the $200,000. deposit shall
be promptly returned to Purchaser minus $1,000 for each extension received by the Purchaser. Failing to immediately return the
deposit monies to the Seller, the terms of the Note and mortgage shall commence.


 


9.
The Closing.
The closing with respect to the transactions contemplated hereby (herein referred to as the “Closing”) shall take
place at the office of Robert J. Saxton, Esquire., 1540 State Highway 138, Wall Township, NJ 07719, thirty (30) days after Purchaser
has satisfied all of the conditions precedent set forth in Paragraphs 4 and 5A.; but in
no event any later than thirty (30) days after completion of the Due Diligence Period.


 


At
the closing, Seller
shall deliver to Purchaser each of the following:


 


A.
Certificates signed by the appropriate signatories of Seller
and to the effect that, as of the closing date, Seller has
complied with its warranties, representations and covenants hereunder, and that the warranties, representations and covenants
made by Seller hereunder are true, valid and correct as of the closing date with
the same force and effect as if such warranties, representations and covenants had been made on the closing date.


 


B. Bargain
and Sale Deed with Covenants against Grantor’s Acts.


 


C. Appropriate
affidavits of title and corporate resolutions.


 


D.
If required for the sale of the Subject Premises by any regulatory agency: (i) a non-applicability letter; (ii) a de minimus quantity
exemption; and/or (iii) approval of Seller’s
negative declaration; for which Seller shall
promptly apply pursuant to
the Environmental cleanup Responsibility Act, (ECRA) and/or the Industrial Site Remedial Act, (ISRA) the regulations promulgated
thereunder and any successor legislation and regulations, or any other environmental approvals that may be necessary as a result
of Seller’s
business and/or the real property at no cost and expense to Purchaser.


  



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E.
Affidavits indicating that the Subject Premises, to the best of Seller’s
knowledge, has no Environmental problems as same is defined in paragraph 6D. provided, however,
Seller shall have no obligation to remediate the Subject Premises, Overall Parcel or Retained Property.


 


F.
Assignment of all engineering, plans, resolutions permits and approvals in Seller’s possession from Seller
to Purchaser.


 


10.
Tax Clearance.
Buyer shall have received appropriate notice under the New Jersey Bulk Sales Act as to the amount of taxes to be withheld from
Seller, if any, at the time of Closing and paid to the State. To that end, Seller agrees to make all appropriate submissions to
the NJ Division of Taxation, Bulk Sales Division.


   


11.
Adjustments at Closing.
The Purchaser shall require that any person with a claim or right affecting the
Subject Premises shall be paid off from the proceeds of this sale. The Purchaser and
Seller agree to adjust the municipal water and sewer charges (save for special
assessments) as of the closing date. There shall be no proration of real estate taxes at Closing. With respect to any real estate
tax bills that cover both the Subject Premises and all or any other part of the balance of the Overall Parcel (i.e. prior to the
time that the subdivision of the Subject Premises from the balance of the Overall Parcel has taken effect and the Subject Premises
has its own separate tax bill) and that relate to a year in which (for all or part of such year)
Buyer owns the Subject Premises, Seller shall pay such tax bills when due and Buyer shall pay to Seller Buyer’s prorated
(based upon Buyer’s period of ownership) share of the portion of such bill allocable to the Subject Premises. For such purpose,
the portion of a bill allocable to the Land shall be 75% of the actual bill multiplied by percentage obtained by dividing the
square footage of the Subject Premises by the square footage of the Overall Parcel. For example, if the annual bill for the Overall
Parcel were $10,000 and the area of the Subject Premises comprised 40% of the area of the Overall Parcel, then the portion of
such bill deemed allocable to the Subject Premises would be 75% times $10,000 times 40% = $3,000. Seller shall provide Buyer with
copies of each such applicable bill, and Buyer shall pay to Seller the amount owed by Buyer with respect thereto within thirty
days after receipt of each such bill. Seller shall provide Buyer with evidence of payment of each such bill when made. The terms
of this Section shall survive Closing.


 


12.
Real Estate Brokers.
Both parties hereby warrant and represent that the within transaction was not brought about by the efforts of any broker, agent
or the like, and both parties hereby agree to indemnify and hold the other harmless from any and all claims made by any broker
claiming to have acted on behalf of either party.


 


13.
Accessibility.
Purchaser and Purchaser’s agents and employees are granted the right, during normal business hours
and on notice to Seller, of ingress and egress upon and across the Subject Premises for the purposes contained herein Purchaser
agrees to indemnify the Seller from liability resulting from ingress and egress and the acts performed, and Purchaser
further agrees to reimburse Seller for any
damage to the property caused by the acts performed under the terms of this Agreement,
and if requested by the Seller, provide Seller with
a Certificate of Insurance. Before entry on the Subject Premises Buyer shall provide a certificate of insurance acceptable to
Seller from an insurance company authorized to do business in the State of New Jersey having a rating of AAA.


 


14.
Additional Documents
and Acts. Each of the parties hereto agrees that they will at any time and from time
to time do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, all such further
acts, assignments, applications, transfers, conveyances and assurances as may reasonably be required by the other party hereto
in order to carry out fully and to effectuate the transaction herein contemplated in accordance with the provisions of this Agreement.


 


15.
Notices.
All notices required to be given under the terms of this Agreement or which any
of the parties desires to give hereunder shall be in writing and delivered personally or sent by registered or certified mail,
postage prepaid, return receipt requested, each addressed as follows:


 


	As
    to Seller:	 	 
	 	 	 
	Coates
    International, LTD

    2100 Route 34

    Wall, NJ 07719	&	William Wolf, Esq

Bathgate, Wegner
& Wolf

One Airport
Rd

Lakewood, NJ
08701
	 	 	 
	As
    to Purchaser:	 	 
	 	 	 
	W
    & S Investments, L.L.C.

    P.O. Box 496

    Allenwood, NJ 08720	&	Robert
J. Saxton, Esq

1540 State
Highway 138

P.O. Box 1141

Wall, NJ 07719


  



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or
to such other address and to the attention or of such other person as the party to whom such notice is to be given may have theretofore
designated in a notice to the other party hereto. Any notice given in accordance with the foregoing shall be deemed to have been
given when delivered in person or, if mailed, on the second business day next following the date on which it shall have been deposited
in the mail.


 


16.
Assignment.
This Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns; provided, however, that no party hereto may assign this Agreement,
in whole or in part without the prior written consent of each other party except that Purchaser may
assign the within Agreement to another corporate entity or partnership provided
that Messrs. WESHNAK and SMITH are majority principals thereof without the prior consent of the Seller.


 


17.
Risk of Loss.
The Seller is responsible for any damage to the Subject Premises, except for normal
wear and tear, until the closing or for damage or loss caused by the Purchaser. If there is damage, the Purchaser
can proceed with the closing and either require that the Seller repair
the damage not caused by Purchaser before the closing, or deduct from the purchase price a fair and reasonable estimate of the
cost to repair the property. Nonetheless, Seller shall only be responsible for
up to the sum of TEN THOUSAND ($10,000.00) DOLLARS. Above said sum, Purchaser shall
have the option of canceling the within Agreement, or be responsible for any sum
greater than TEN THOUSAND ($10,000.00) DOLLARS.


 


18.
Captions.
The captions of this Agreement are for convenience only and shall not affect the
construction or interpretation of any term or provision hereof.


  


19.
Governing Law.
This Agreement shall be governed by and construed in accordance with the laws
of the State of New Jersey.


 


20.
Arbitration of Disputes.
Except as otherwise provided herein, any controversy or claim between the Purchaser and
the Seller arising out of or relating to this Agreement,
will, upon notice by either party, be submitted to and be settled by arbitration held in Monmouth County, New Jersey. Such arbitration
shall be conducted in accordance with the New Jersey Statutes then in effect, and judgment upon the award rendered by the arbitrator
may be entered in any court having jurisdiction thereof. The parties hereby submit to the jurisdiction of the courts of the State
of New Jersey for the purpose of confirming any such award and entering judgment thereon.


 


21.
Completeness of Agreement.
This Agreement and the attachments hereto and the Agreements and
other documents referred to or provided for herein represent the entire contract between the parties with respect to the subject
matter hereof and thereof, and the same shall not be modified or affected by any offer, proposal, statement or representation,
oral or written, made by or for any party in connection with the negotiation of the terms hereof.


 


22.
Amendment.
This Agreement shall not be amended or modified except by an instrument in writing
signed by each of the parties hereto.


 


23.
Counterparts.
This Agreement may be executed in counterparts, each of which need not contain
the signatures of more than one party, but such counterparts taken together will constitute one and the same Agreement.


  



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IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written.


 


	WITNESS:	 	 	COATES INTERNATIONAL, LTD
	 	 	 	A Nevada Corporation
	 	 	 	 
	 	 	BY:	/s/ GEORGE J. COATES
	 	 	 	GEORGE J. COATES, PRESIDENT




 


	WITNESS:	 	 	W & S INVESTMENTS,
    L.L.C.
	 	 	 	A New Jersey
	 	 	 	Limited Liability Company
	 	 	 	 
	 	 	BY:	/s/ BARRY
    WESHNAK
	 	 	 	BARRY WESHNAK
	 	 	 	Managing Member
	 	 	 	 
	 	 	BY:	/s/ THOMAS W. SMITH
	 	 	 	THOMAS W. SMITH
	 	 	 	Managing Member



 



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EXHIBIT
A


 


  



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