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 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


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      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:

            (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


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            (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.


      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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