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

<PAGE>

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

<PAGE>

      (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.

<PAGE>

      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


                                          LICENSORS::

                                          THE COATES TRUST


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


                                          By:  /s/ Gregory J.Coates
                                             -----------------------------
                                              Gregory J. 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