Exhibit 10.11

                     AMENDMENT NO. 3 TO SUBLICENSE AGREEMENT

     THIS AMENDMENT NO. 3 TO SUBLICENSE AGREEMENT, (the "Amendment"), is made as
     of the 14th day of June, 2005, by and between COATES INTERNATIONAL, LTD., A
     Delaware corporation, having its principal offices located at 2100 Highway
     #34 & Ridgewood Road, Wall Township, New Jersey 07719-9738 ("SUBLICENSOR")
     and COATES MOTORCYCLE COMPANY, LTD., having its principal offices located
     at Central Avenue, Building 3 Farmingdale, New Jersey 07727 ( the
     "SUBLICENSEE").

                                   BACKGROUND

             WHEREAS, pursuant to a certain Sublicense Agreement, dated April
     30, 2003 (the "Sublicense Agreement"), a certain Amendment No. 1 to
     Sublicense Agreement, dated March 5, 2004 ("Amendment No. 1") and a certain
     Amendment No. 2 to Sublicense Agreement, dated June 22, 2004 ("Amendment
     No. 2") SUBLICENSEE received certain exclusive licensing rights for
     motorcycle applications as defined therein from the SUBLICENSOR to make,
     use and sell combustion engines utilizing the CSRV Valve System as well as
     the rights to franchise and sublicense certain Patent Rights* and Technical
     Information* relating to Licensed Products* utilizing the CSRV Valve
     System* throughout the countries, their territories and possessions, of
     North America, Central America and South America (the "Territory");

               WHEREAS, pursuant to Amendment No. 1 and Amendment No. 2,
     SUBLICENSEE is obligated to register 1,000,000 shares of its common stock
     owned by SUBLICENSOR under applicable federal and state securities laws by
     August 1, 2004 in order that SUBLICENSOR may distribute such shares as a
     stock dividend to its shareholders of record;

               WHEREAS, in order to continue to preserve SUBLICENSOR'S rights to
     legally provide for the dividend and distribution of 1,500,000 common
     shares of SUBLICENSEE to its shareholders and to confirm their appropriate
     inclusion in SUBLICENSEE's current registration statement, the parties have
     agreed to extend the deadline to accomplish such registration from August
     1, 2004 to October 30, 2005.

               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 and the direct and
     indirect benefits to be derived by each of them, it is agreed by and among
     the SUBLICENSOR and SUBLICENSEE as follows:

     I. Amendment of Amendment No. 2.

          Subject to the terms and conditions set forth herein, SUBLICENSOR and
     SUBLICENSEE agree to amend Amendment No. 2 as follows:

     1. Article 5.1, subparagraph (d) shall be further amended by substituting
     the date "October 30, 2005" in lieu of the date "August 1, 2004".

     II. Ratification and Confirmation of Balance of Terms and Provisions of
     Sublicense Agreement, Amendment No. 1 and Amendment No. 2.

         SUBLICENSOR and SUBLICENSEE hereby ratify and confirm all of the terms
     and provisions of the Sublicense Agreement, Amendment No. 1 and Amendment
     No. 2 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 SUBLICENSOR and SUBLICENSEE have executed this
     Amendment as of the day, month and year first above written.

                               SUBLICENSOR:

                               COATES INTERNATIONAL, LTD.

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

                               SUBLICENSEE:

                               COATES MOTORCYCLE COMPANY, LTD.

                                        By:    /s/ Mark D. Goldsmith
                                            ------------------------
                                        Mark D. Goldsmith, President