EXHIBIT 10.15

                                    AMENDMENT


         This Amendment dated this 1st day of April, 2004 by and among COATES
INTERNATIONAL, LTD., having a business address at Highway 34 and Ridgewood Road,
Wall Township, New Jersey 07719-0738, and GEORGE COATES, having an address at
Highway 34 and Ridgewood Road, Wall Township, New Jersey 07719-9738 (the above
identified parties are collectively referred to as the "Licensor") and MCLEAN,
ENGLAND AND ASSOCIATES, LLC, having its principal offices located at One Innwood
Circle, Suite 2004, Little Rock, Arkansas 72211 (the "Licensee").

         WHEREAS, Licensor and Licensee entered into a License Agreement
originally on April 12, 2002 and have operated pursuant to their agreement
through the date of this Amendment ("License Agreement");

         WHEREAS, Licensor has retrofitted the No.1 Diesel 855 engine
incorporating the Coates CSRV System, which engine is operational on a test
stand. This engine is not ready for final testing and many costly modifications
are to be carried out before it is ready for final testing.

         WHEREAS, Licensee has requested Licensor to retrofit another 855 No. 2
engine to gasoline incorporating the CSRV by doing so has placed an extra
expense and burden on Licensor. Currently, it is not financially feasible for
Licensor to complete both engines concurrently without considerable additional
funding and staff.

         WHEREAS, in the interest of time and efficiency Licensor and Licensee
have agreed to allow Licensee at its own expense to undertake various
modifications and refinements to the No. 1 855 Diesel powered CSRV truck engine;

         WHEREAS, in order to accomplish the aforesaid mutual objective of
Licensor and Licensee, it is necessary to supplement the License Agreement
solely as specified in, and limited by, this Amendment. The permission granted
by Licensor pursuant to this Amendment is not intend to, and does not constitute
a novation of the License Agreement.

         NOW, THEREFORE, in consideration of the premises and covenants, and
other good and valuable consideration, and the mutual promises of the
performance of the undertaking set forth in the License Agreement and in this
Amendment, it is agreed, by and among Licensor and Licensee, as follows:

         1.   DEFINED TERMS. Except as specifically defined herein, all
              definitions of terms used herein shall be in accordance with the
              License Agreement.

         2.   POSSESSION. For the limited purpose set forth in paragraph 6
              below, Licensor shall permit Licensee to take possession of, but
              not title to, and to remove from Licensor's business premises, a
              single diesel powered internal combustion engine that Licensor has

See notes to the financial statements.                                        33

<PAGE>


              retro-fitted with the CSRV Valve System ("No. 1 Test Engine")
              together with one of the two trucks containing an 855 Cummins
              Engine owned by Licensee ("Test Truck"). Unless or until otherwise
              specified in the License Agreement, Licensor shall retain title to
              the Test Engine, with exception of the trucks which are the
              property of Licensee. The parties agree that the Test Engine is
              currently in a state of development, which Licensee will attempt
              to refine. The Test Engine is not ready for testing and
              certification, and does not constitute a delivery of such an
              engine as contemplated by the Confidential Addendum to the License
              Agreement.

         3.   TEST MATERIAL. Licensor shall provide Licensee with, but not title
              to, the Test Engine on test stand, all related drawings or other
              intellectual property, that Licensor feels would aid Licensee in
              its refinement efforts (collectively the "Test Material"). If
              Licensee requires any parts from Licensor, Licensee must pay for
              parts made by Licensor.

         4.   SHIPPING. Licensee shall be responsible for packing, crating,
              shipping and transporting the Test Material and all costs
              associated therewith. Licensee shall be responsible for all damage
              from whatever cause or source caused to the Test Material, while
              the Test Material is off of Licensor's business premises. Within
              five (5) days of taking possession of the Test Material Licensee
              shall deliver the Test Material to Ram Industries 7200 Industry
              Dr., North Little Rock, 72117 ("Ram Premises").

         5.   INSURANCE. Licensee shall insure the Test Material against all
              damage and loss for its full replacement value which is currently
              estimated to be $250,000 with Licensor named as the sole loss
              payee; Licensor calculates it has expended approximately
              $2,500,000.00 on Licensee's Diesel 855 engine. Moreover, Licensee
              shall provide Licensor with an insurance policy providing general
              comprehensive liability coverage for Licensor in relation to the
              Test Material that meets the specifications of the License
              Agreement. The insurance policy(ies) shall be delivered by
              Licensee to Licensor before the Test Material is removed from
              Licensor's business premises. Each insurance policy shall be
              issued by an insurance company that is reasonably acceptable to
              Licensor and which is authorized to do business both in the State
              of New Jersey and in the State of Arkansas.

         6.   PURPOSE. Licensor grants its permission for Licensee at its own
              expense to use third party firms in its refinement efforts, which
              will be required to protect the confidentiality of Licensor's
              patents and trade secrets; each such consultant shall be required
              to sign a confidentiality agreement. The required confidentiality
              agreement is attached hereto as Exhibit A ("Confidentiality
              Agreement"). Licensee shall be responsible to enforce the
              Confidentiality Agreement and shall indemnify the Licensor against
              any loss associated with a breach of the Confidentiality Agreement
              caused by, or related to, an act or omission of Licensee. Licensor
              will be the owner of all work and improvements made by Licensee
              and its third party contractors. Licensee's efforts are intended
              to supplement those of Licensor and to accelerate the time when
              the Test Engine can be tested at Southwest Research Institute for
              EPA certification purposes. Licensor, however, without having any
              obligation to do so, may, in its sole and absolute discretion,
              continue to work on the No. 2 gasoline engine project to
              completion.

         7.   Payment. All payments due Licensor by Licensee shall become due,
              and will be paid, in accordance with the License Agreement, except
              that if Licensee through its efforts produces an engine that

See notes to the financial statements.                                        34

              satisfies the criteria specified in the License then the
              precondition to Licensee's payment obligation shall have been
              satisfied as if the Licensor had produced an engine that satisfied
              the criteria specified in the License and payment shall be due
              from the Licensee pursuant to the terms of the License Agreement.

         8.   REPORTS. Licensee shall provide Licensor with a written progress
              report every fifteen (15) days detailing the progress that is
              being made on the Test Engine.

         9.   LOCATION. Licensee shall not remove the Test Material from the Ram
              Premises without the prior written approval of the Licensor.
              Licensor and its agents, employees, contractors and consultants,
              on two (2) business days notice, shall have the absolute right,
              but not the obligation, to enter the Ram Premises, during normal
              business hours, to inspect the Test Engine and/or the Test Truck
              and all related data, plans, results, reports and documents
              relating to the Test Engine and/or the Test Truck.

              Licensee represents to Licensor that the Ram Premises are safe and
              secure and that access to the Test Material will be limited to the
              Licensee and its consultant which access shall be governed by the
              terms of the Confidentiality Agreement.


         10.  INDEMNIFICATION. Indemnification between the parties will be in
              accordance with the License Agreement and paragraphs 4, 6 and 9
              hereof.

         11.  CONFIDENTIALITY. The confidentiality of Licensor's patents and
              trade secretes shall be maintained in accordance with the License
              Agreement and paragraphs 6 and 9 hereof.

         12.  BREACH; REMEDIES. In the event of a breach by either party of this
              Amendment the remedies of the parties shall be governed in
              accordance with the License Agreement.

         13.  NOTICES. All notices between the parties shall be made in
              accordance with License Agreement.

         14.  APPLICABLE LAW. The law applicable to this Amendment Agreement
              shall be in accordance with License Agreement.

         15.  SEVERABILITY. If any term, covenant, condition or provision of
              this Amendment, or the application thereof to any person or
              circumstance, shall, at any time or to any extent, be invalid or
              unenforceable, the remainder of this Amendment, or the application
              of such term or provision to persons or circumstances other than
              those as to which it is held invalid or unenforceable, shall not
              be affected thereby, and each term, covenant, condition and
              provision of this Amendment shall be valid and be enforced to the
              fullest extent permitted by law.

         16.  INTERPRETATION. Wherever herein the singular number is used, the
              same shall include the plural, and the masculine gender shall
              include the feminine and neuter genders, and vice versa, as the
              context shall require.

         17.  COUNTERPARTS. This Amendment may be executed in several
              counterparts, each of which shall be an original, but all of which
              shall constitute one and the same instrument.

         18.  SECTION HEADINGS. The section headings in this Amendment are
              inserted only as a matter of convenience in reference and are not
              to be given any effect whatsoever in construing any provision of
              this Amendment.


See notes to the financial statements.                                        35

<PAGE>


         19.  ASSIGNMENT. Neither this Amendment nor the License Agreement may
              be assigned by Licensee except as permitted by the License
              Agreement. .


ATTEST:                                     COATES INTERNATIONAL, LTD.


   /s/ Shirley Naidel                        BY: /s/ George J. Coates
-----------------------------------------        ------------------------------
           Shirley Naidel                        George J. Coates, President
           Notary Public - New Jersey
My Commission Expires Dec. 27, 2005
         as to Both Signatures of
            George J. Coates

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


ATTEST:                                     McLEAN, ENGLAND & ASSOCIATES, LLC


(Illegible)                                 By: /s/ Jeff England
-----------------------------------------        ------------------------------
                                                              Jeff England


See notes to the financial statements.                                        36