EXHIBIT 10.14


                      AMENDMENT NO. 1 TO LICENSE AGREEMENT


     THIS AMENDMENT NO.1 TO LICENSE AGREEMENT, (the "Amendment"), is made as of
     this 5th day of March, 2004, by and between THE COATES TRUST, having a
     business address at Katherina Court, 101 East Hill Place, Market Street
     North, Nassau, the Bahamas, GEORGE J. COATES AND GREGORY G. COATES, having
     a business address c/o Coates International, Ltd., 2100 Highway #34 &
     Ridgewood Road, Wall Township, New Jersey 07719-9738 ( collectively, the
     "LICENSOR") and COATES MOTORCYCLE COMPANY, LTD., having its principal
     offices located at Central Avenue, Building 3 Farmingdale, New Jersey 07727
     ( the " LICENSEE").

                                   BACKGROUND

               WHEREAS, LICENSOR and LICENSEE entered into a certain License
     Agreement, dated April 30, 2003 (the "License Agreement") pursuant to the
     general terms of which LICENSOR granted LICENSEE a non-exclusive license to
     use and sell motorcycles utilizing the CSRV Valve System in all of the
     countries and their territories and possessions of the World except all of
     the countries and their territories comprising North America, Central
     America and South America (the "Territory"), for a period equal to the
     duration of the patents, including the periods covering any continuations
     and reissuances thereof as well as any additional patents that may be
     issued and that relate to the CSRV Valve System;

               WHEREAS, LICENSEE is engaged in the preparation of an initial
     public offering of its securities and LICENSEE has determined that it would
     be in the best interests of the LICENSEE and its present and future
     shareholders to amend the License Agreement to seek an expansion of its
     rights under the License Agreement by modifying the license from a
     non-exclusive license to utilize the CSRV Valve System in the Territory to
     an exclusive license as well as to expand LICENSEE'S rights under the
     original License Agreement to include the rights to manufacture, sublicense
     and franchise the technology;

               WHEREAS, LICENSOR has agreed to so expand LICENSEE'S rights under
     the License Agreement, provided LICENSEE pays to LICENSOR an additional
     licensing fee payment, all as more fully described in this Amendment; and

               WHEREAS, LICENSOR and LICENSEE desire and intend to set forth in
     this Amendment all of the express modifications to the License Agreement
     that shall govern their business relationship.

               NOW, THEREFORE, in consideration of the premises and covenants,
     and other good and valuable consideration, and the mutual promises of the
     performance of the undertakings set forth herein, it is agreed by and among
     the LICENSOR and LICENSEE as follows:

     I. AMENDMENT OF LICENSE AGREEMENT.

          Subject to the terms and conditions set forth herein, LICENSOR and
     LICENSEE agree to amend the License Agreement in the following manner:

         1. Article 1.5, Field of Use, shall be amended by deleting Article 1.5
         in its entirety and substituting the following new Article 1.5 in lieu
         thereof:

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                  1.5 Field of Use shall mean utilizing in the Territory the
                  CSRV Valve System solely, and for no purpose other than, the
                  manufacturing, use and sale of motorcycles and
                  gasoline-powered internal combustion engines, used in
                  motorcycles. This License and Field of Use shall also include
                  the right to sublicense and/or make franchise agreements with
                  third parties.

         2. Article 1.14, Manufactured Unit, shall be amended by deleting
         Article 1.14 in its entirety and substituting the following new Article
         1.14 in lieu thereof:

                  1.14.(A) Manufactured Unit shall mean a Licensed Product that
                  has completed the manufacturing process by a permitted
                  sublicensee or franchisee of LICENSEE under the terms of this
                  Agreement and as a result, is included in the determination of
                  royalty payments due and owing to LICENSOR pursuant to the
                  terms of this Agreement.

                           (B) Sold Unit shall mean a Licensed Product that has
                  been sold by LICENSEE under the terms of this Agreement and
                  the sales price from such sale has been received or collected
                  by the LICENSEE and as a result, is included in the
                  determination of royalty payments due and owing to LICENSOR
                  pursuant to the terms of this Agreement.

         3. Article 2.1, LICENSES GRANTED TO LICENSEE, shall be amended by
         deleting Article 2.1 in its entirety and substituting the following new
         Article 2.1 in lieu thereof:

                  2.1 LICENSES GRANTED TO LICENSEE

                  Subject to the terms and conditions set forth herein, for a
                  license period equal to the duration of the Patents commencing
                  upon the Payment Date, as defined in Section 5.1 (the "License
                  Period"), unless terminated pursuant to Article VIII, LICENSOR
                  hereby grants to LICENSEE:

                  (a) Engines. An exclusive license, with the right to grant
                  sublicenses and franchises to make, use or sell to others,
                  throughout the Territory within the Field of Use under the
                  Patent Rights and Technical Information subject to the payment
                  of royalties as provided herein, to make or retrofit
                  motorcycle engines that incorporate the CSRV Valve System in
                  accordance with the Technical Specifications, and to sell,
                  lease or otherwise dispose of such motorcycle engines; and

                  (b) CSRV Valve Seals.Within the limitations set forth in
                  subsections 2.1(a), a non-exclusive license to use CSRV Valve
                  Seals solely in the manufacture of CSRV Valve Systems for
                  incorporation into motorcycle engines throughout the Territory
                  within the Field of Use under the Patent Rights and Technical
                  Information subject to the payment of royalties as provided
                  herein.

         4.Article 2.6, Acknowledgement of License., shall be amended by
         deleting Article 2.6 in its entirety and substituting the following new
         Article 2.6 in lieu thereof:

                  2.6 - Acknowledgement of License.
                  On all CSRV Valve Systems, LICENSEE, as well as any
                  sublicensee or franchisee of LICENSEE, shall acknowledge that
                  the same are manufactured under license from LICENSOR. Unless
                  otherwise agreed to by the parties, the following notice shall
                  be used by LICENSEE on an exposed surface of all Licensed


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                  Products: "Manufactured under license from Coates Trust" Such
                  notice shall also be used in all descriptive materials and
                  instruction and service manuals relating to the Coates
                  Spherical Rotary Valve System

         5. Articles 5.1, Licensing Fee, 5.2, Royalties, 5.3, and 5.7, Books and
         Records, shall be deleted in their entirety and the following new
         articles shall be substituted in lieu thereof:

                  5.1 - Licensing Fee. . In consideration of the rights granted
                  in the License Agreement, LICENSEE issued to LICENSOR a
                  licensing fee payment of 2,500,000 shares of its common stock
                  and such common shares were issued to the LICENSOR as follows:
                  500,000 shares to the Coates Trust, 1,000,000 common shares to
                  Gregory G. Coates and 1,000,000 common shares to George J.
                  Coates. In further consideration of the expansion of the
                  license granted to LICENSEE pursuant to Article II of this
                  Amendment, LICENSEE hereby agrees to pay to the LICENSOR an
                  additional licensing fee comprised of 5,924,000 shares of its
                  common stock, to be issued to the LICENSOR as follows:
                  2,500,000 shares, to the Coates Trust, 1,424,000 common shares
                  To Gregory G. Coates and 2,000,000 common shares to George J.
                  Coates, with such additional licensing fee shares to be issued
                  on the date LICENSEE executes this Amendment or as soon
                  thereafter as practicable (both licensing fee payments of
                  shares shall be collectively referred to as the "Licensing
                  Fee"). LICENSOR and LICENSEE acknowledge and agree that the
                  LICENSEE'S common stock issued and delivered pursuant to the
                  License Agreement and this Amendment to LICENSOR shall not
                  have any pre-emptive rights of any nature whatsoever and shall
                  be subject to future dilution in the sole and exclusive
                  discretion of LICENSEE for proper corporate purposes.

                  5.2 - Royalties.

                  (a) In further consideration for the grant of the License
                  described in Article II of this Amendment, LICENSEE and its
                  sublicensees and franchisees shall pay LICENSOR royalties as
                  follows: in the case of the LICENSEE, it shall pay a royalty
                  to LICENSOR for each Sold Unit in the amount of $25.00 per
                  each 1,000 cc. within the Territory, and; in the case of a
                  sublicensee or franchisee of LICENSEE, it shall pay a royalty
                  to LICENSOR for each Manufactured Unit that has completed the
                  manufacturing process in the Territory in the amount of $25.00
                  per each 1,000 cc. and shall accrue when a Licensed Product
                  becomes a Manufactured Unit produced by a sublicensee or
                  franchisee of the LICENSEE. The royalties provided for in this
                  Section 5.2 shall be payable with respect to each Sold Unit by
                  LICENSEE sold within the Territory and with respect to each
                  Manufactured Unit produced by a sublicensee or franchisee of
                  the LICENSEE within the Territory.

                  (b) Except as otherwise specified, the royalty payments
                  required by Section 5.2 shall accrue, in the case of the
                  LICENSEE when a Licensed Product becomes a Sold Unit and, in
                  the case of a sublicensee or franchisee of LICENSEE, shall
                  accrue when a Licensed Product becomes a Manufactured Unit.

                  5.3 - LICENSEE or a sublicensee or franchisee of LICENSEE, as
                  the case may be, shall pay the royalties accruing during each
                  Payment Computation Period (consisting of each day during each
                  calendar month for each calendar year, including the first and
                  the last day of each calendar month), ten (10) days after the
                  end of such Payment Computation Period and such payment shall
                  be accompanied by a royalty report stating the following:


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                  (a) in the case of the LICENSEE, the number of Sold Units of
                  each Licensed Product type sold during such Payment
                  Computation Period, and in the case of a sublicensee or
                  franchisee of the LICENSEE, the number of Manufactured Units
                  of each Licensed Product type manufactured during such Payment
                  Computation Period; and

                  (b) the amount of the royalty payment due for each such
                  Licensed Product during each such Payment Computation Period,
                  broken down to reflect the derivation of such amount.

                  5.7 - Books and Records. Until five (5) years after the
                  termination of the License Period, LICENSEE shall keep full
                  and accurate books and records setting forth the sales records
                  and the amount of compensation payable with respect to the
                  Sold Units of each Licensed Product. In the case of a
                  sublicensee or franchisee of LICENSEE, LICENSEE shall cause
                  each sublicensee and franchisee to keep full and accurate
                  books and records setting forth the manufacturing records and
                  the amount of compensation payable with respect to the
                  Manufactured Units of each Licensed Product. LICENSEE and its
                  sublicensees and franchisees shall permit an independent
                  certified public accountant selected by LICENSOR to examine
                  such books and records, upon reasonable notice during working
                  hours, at any time, but not later than two (2) years following
                  the payment in question, for the purpose of verifying the
                  reports, accounting and payments required by this Agreement.

         6. Article 7.3, Obligations of LICENSEE, sections (a) and (b) shall be
         deleted in their entirety and the following new Article 7.3, sections
         (a) and (b) shall be substituted in lieu THEREOF:

                  7.3 - Obligations of LICENSEE. LICENSEE will, and on behalf of
                  its sublicensees and franchisees, cause them to:

                  (a)   execute all such tasks as may be necessary to bring
                        about the speedy manufacture, sale and use of Licensed
                        Products consistent with good business practice;

                  (b)   ensure that all steps within its power are undertaken
                        with all reasonable speed to ensure that Licensed
                        Products made and sold by LICENSEE and its sublicensees
                        and franchisees comply with all relevant governmental
                        regulations in the Territory; and

     II. RATIFICATION AND CONFIRMATION OF BALANCE OF TERMS AND PROVISIONS OF
         LICENSE AGREEMENT.

         LICENSOR and LICENSEE hereby ratify and confirm all of the terms and
     provisions of the License Agreement not expressly modified by this
     Amendment and incorporate by reference all of such terms and provisions
     into this Amendment as if set forth herein in their entirety.


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              IN WITNESS WHEREOF, the LICENSOR and LICENSEE have executed this
     Amendment as of the day, month and year first above written.

                                   LICENSORS:

                                   THE COATES TRUST


                                   By: /s/ George J. Coates
                                      -----------------------------------------
                                        George J. Coates, Trustee

                                      /s/ George J. Coates
                                      -----------------------------------------
                                      George J. Coates, Individually


                                      /s/ Gregory G. Coates
                                      -----------------------------------------
                                      Gregory G. Coates, Individually


                                    LICENSEE:

                                    COATES MOTORCYCLE COMPANY, LTD.

                                   By: /s/ Gregory G. Coates
                                      -----------------------------------------
                                      Gregory G. Coates, President










AMENDMENT NO. 1 to Sublicense and License Agr 04-05-04 no sigs






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