EXHIBIT
      10.19

     

    AMENDED
      AND RESTATED LICENSE AGREEMENT

     

    This
      Amended and Restated License Agreement (the “Agreement”)
      is
      made as of April 6, 2007 between George J. Coates and Gregory Coates, as
      licensors (separately and together, “Licensors”)
      and
      Coates International, Ltd., a Delaware corporation (“Licensee”).
      

     

    RECITALS:

     

    1. Licensors
      and Licensee signed a license agreement on October 23, 2006 (the
      “Original
      License Agreements”);
      and


     

    2. Licensee
      and Licensors wish to amend the terms of the Original License Agreement;


     

    NOW
      THEREFORE,
      for this
      and other valuable consideration, the receipt of which is hereby acknowledged,
      and intending to be legally bound, the parties agree as follows:

     

    
      	1.	
              DEFINITIONS:

            


    

     

    “Cause”
      - with
      respect to each Licensor
      shall
      have the meaning ascribed to such term in such Licensor’s employment agreement
      as it may be amended from time to time.

     

     “CSRV”
      means
      the spherical rotary valve system invented and developed by Licensors as it
      may
      be improved or modified from time to time.

     

    “CSRV
      Engine”
      shall
      mean an internal combustion engine which incorporates the CSRV.

     

     “Field
      of Use”
      shall
      mean the development, manufacturing, sale and/or distribution of CSRV
      Engines.

     

    “Good
      Reason”
      - with
      respect to each Licensor shall have the meaning ascribed to such term in such
      Licensor’s employment agreement as may be amended from time to
      time.

     

    “Intellectual
      Property Rights”
      means
      patent rights, copyright rights (including, but not limited to, moral
      rights),
      Know-how,
      license
      rights, and any other intellectual property rights (other than trademarks)
      recognized by the law of any applicable jurisdiction.

     

    “Know-How”
      means
      trade secrets (including trade secrets as defined in the United States Uniform
      Trade Secrets Act and under corresponding foreign statutory law and common
      law),
      concepts, knowledge, technical information, and data including, but not limited
      to, algorithms, engineering, scientific and practical information and formulae,
      equipment designs, information or materials and commercial sources thereof,
      technical information recorded in reports, on drawings, in specifications and
      in
      other writings, irrespective of the form of expression or media upon or in
      which
      it is recorded, or transmitted.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Letter
      Agreement”
      shall
      mean a certain letter agreement dated July 7, 2006 by and between Licensee
      and
      WWE.

     

    “Licensed
      Intellectual Property Rights”
      shall
      mean (a) all patents and patent applications currently
      owned or controlled by one or both Licensors, or as to which one or both
      Licensors has the right to license or sublicense, that directly relate to the
      CSRV, (b) any patents that shall issue on any of such patent and patent
      applications, (c) any patents derived from continuation, continuation-in-part,
      divisional, reissue or reexamination
      applications based on the patents and patent applications referred to in clauses
      (a) or (b) above to the extent related to the same subject matter, and (d)
      any
      other Intellectual Property Rights currently owned by one or both Licensors
      or
      as to which a Licensor currently has the right to license or sublicense that
      directly relate to the CSRV
      or are
      an improvement to any of the foregoing. Licensed
      Intellectual Property Rights shall also include any Intellectual Property Rights
      directly relating to the CSRV or are an improvement to any of the foregoing
      invented or developed by one or both Licensors or as to which a Licensor
      acquires the right to license or sublicense during the period of time that
      the
      applicable Licensor is employed by, or a consultant to, the
      Licensee.
      To
      clarify, this only applies to the territory of the Western Hemisphere, as
      hereinafter defined.

     

    “Territory”
      shall
      mean the countries comprising North America, Central America
      and
      South America
      and
      their respective territories and possessions (the “Western
      Hemisphere”).

     

     “WWE”
      shall
      mean Well to Wire Energy Inc., a Canada-based corporation.

     

    
      	2.	
              GRANT

            


    

     

    2.1 Licensors
      hereby grant to Licensee a sole and exclusive, fully paid-up and royalty-free,
      perpetual and irrevocable (subject to the termination of this Agreement)
license
      in the
Territory,
      with
      the right to sublicense, under the Licensed Intellectual Property Rights, solely
      in the Field of Use, to develop,
      make, have made, use, sell, offer to sell, lease
      and
      import products and to develop and perform processes that use any of the
Licensed
      Intellectual Property Rights.

     

    2.2 Licensors
      hereby grant to Licensee
      during
      the term of this Agreement an exclusive license to use and display trademarks
      owned by Licensors (the “Marks”)
      as
      necessary or appropriate to conduct its business in the Field of Use within
      the
      Territory; provided that Licensors may require Licensee to cease or suspend
      use
      of particular Mark(s) for good cause (for example, because of Licensor’s
      business decision to modify or abandon a Mark). Each use or display of Marks
      by
      Licensee will be in conformance with any trademark usage guidelines that
      Licensors may communicate to Licensee from time to time, will be subject to
      Licensor’s prior written approval, and will be accompanied by the appropriate
      service mark symbol (either “tm”
      or
“sm”)
      and a
      legend specifying that such Marks are trademarks or service marks of Licensors.
      Licensee
      will provide Licensors with a copy of any materials it has created or uses
      bearing any of Licensors’ Marks. If Licensee’s use of any Marks, or if any
      material bearing such Marks, is deficient in quality,
      as
      reasonably determined by Licensors,
      Licensee will promptly remedy such deficiencies upon receipt of written notice
      of such deficiencies from Licensors. Nothing herein will grant to Licensee
      any
      right, title or interest in the Marks. All goodwill resulting from Licensee’s
      use of the Marks will inure solely to Licensors. Licensee
      will not, at any time during or after the
      term
      of
      this
      Agreement, register,
      attempt to register, claim any interest in, contest the use of, or otherwise
      adversely affect the validity of any of the Marks (including, without limitation
      any act or assistance to any act, which may infringe or lead to the infringement
      of any such Marks).

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    2.3 The
      Licensors confirm that WWE is entitled to a right of first refusal from the
      Licensee to acquire a license, use, sell, lease and market the Coates electrical
      generation systems worldwide, and agree that, in the event WWE exercises such
      right anywhere outside
      of the
      Territory, Licensors, as applicable, hereby grant Licensee any additional
      Intellectual Property Rights, for the sole purpose of sublicensing them to
      WWE,
      necessary for WWE to market the Coates electrical generation systems anywhere
      it
      has acquired such marketing rights from Licensee.

     

    
      	3.	
              NEGATIVE
                COVENANTS:

            


    

     

    Each
      of
      the Licensors undertakes and covenants that he
      shall
      not sell, assign, grant any license, lien or pledge with respect to the
      Intellectual Property Rights that are inconsistent with the rights of the
      Licensee under this Agreement or that would preclude the grant of any rights
      to
      which the Licensee
      may be
      entitled under this Agreement. In the event that any of the provisions of this
      Section 3 are inconsistent with the provisions of Section 2, then the provision
      most favorable to the Licensee shall control.

     

    
      	4.	
              TERM:

            


    

     

    The
      term
      of this Agreement shall commence as
      of
      the date
      hereof (the “Effective
      Date”)
      and
      shall remain in effect perpetually,
      unless
      terminated in accordance with the provisions of this Agreement.

     

    
      	5.	
              PATENT
                PROTECTION AND
                INFRINGEMENT:

            


    

     

    5.1 Licensee,
      during the term of this Agreement, is responsible for the filing and the
      prosecution of
      all
      Patent Rights in any
      jurisdiction throughout the world, at
      Licensee’s expense. If Licensee determines that it is uneconomic to file and/or
      prosecute any such Patent Rights in a particular country, Licensee shall notify
      Licensors thereof and Licensors
      shall have the right to prosecute the same subject to the terms of this
      Agreement.

     

    5.2 Each
      party shall notify the other of any instances of infringement of the Licensed
      Intellectual Property Rights. Licensee
      shall
      have the right, but not the obligation, to bring suit at its own expense to
      restrain any infringement or to recover damages. In such case, Licensee agrees
      that before making a final determination not to challenge any instances of
      infringement, it will bring the matter before its independent members of its
      Board of Directors (the “Board”) for consideration. Upon such a final
      determination not to challenge any instances of infringement, Licensors shall
      have the right but not the obligation to take such action in their own name
      and
      at their own expense.

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    5.3 Each
      party shall cooperate as is reasonably necessary in any such action brought
      by
      the other party. The party bringing the action shall have the sole right to
      control prosecution. Damages shall be retained by the party bringing the action.
      In any event, no settlement, consent, judgment or other voluntary final
      disposition of the suit may be entered into without the consent of Licensor,
      which shall not be unreasonably withheld.

     

    5.4 Licensee
      will bear all costs and expenses incurred in connection with the defense of
      any
      infringement claims against it or as a result of any settlement made or judgment
      rendered on the basis of such claims. Licensor will have the right, but not
      the
      obligation, to retain counsel and participate in the defense at its expense
      in
      connection with any such claim.

     

    5.5 Subject
      to Section 2.5 above, Licensors shall have no responsibility with respect to
      Licensee’s own trademarks and trade name, and Licensee in respect to the use
      thereof will defend, indemnify and hold harmless Licensor
      against
      any and all third party claims.

     

    
      	6.	
              INDEMNIFICATION:

            


    

     

    Licensee
      shall release, indemnify and hold harmless Licensors against any and all losses,
      expenses, claims, actions, lawsuits and judgments thereon (including attorney’s
      fees,
      and
      expenses through the appellate levels) (“Losses”)
      which
      may be brought against Licensors as a result of or arising out of (i) any
      negligent or intentional
      act or
      omission of Licensee, its agents, or employees, or arising out of the
      use,
      production, manufacture, sale, lease, consumption or advertisement by Licensee
      or any third party of any of the Intellectual Property Rights licensed under
      this Agreement, or (ii) third party claims of infringement which may be asserted
      against Licensor or the aforementioned persons because of the
      manufacture, use, sale or lease, consumption or advertisement of products using
      the Intellectual Property Rights licensed under this Agreement. Licensee shall
      have the right, at its expense, to control the defense against any such claim
      or
      action. Notwithstanding the foregoing, Licensee shall not have any obligation
      under this subparagraph with respect to any Losses that are directly related
      to
      any breach by a Licensor of this Agreement.

     

    
      	7.	
              WARRANTIES:

            


    

     

    LICENSORS
      MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AND HEREBY DISCLAIM
      ALL SUCH
      WARRANTIES, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE
      CONDITION OF ANY INVENTION(S) OR PRODUCT, WHETHER TANGIBLE OR INTANGIBLE,
      LICENSED UNDER THIS AGREEMENT; OR THE MERCHANTABILITY, OR FITNESS FOR A
      PARTICULAR PURPOSE OF THE INVENTION OR PRODUCT; OR THAT THE USE OF THE LICENSED
      PRODUCT WILL NOT INFRINGE ANY PATENT, COPYRIGHTS, TRADEMARKS, OR OTHER RIGHTS.
      LICENSORS SHALL NOT BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, OR OTHER DAMAGES
      SUFFERED BY ANY LICENSEE OR ANY THIRD PARTIES RESULTING FROM THE USE,
      PRODUCTION, MANUFACTURE, SALE, LEASE, CONSUMPTION, OR ADVERTISEMENT OF THE
      PRODUCT.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    Notwithstanding
      the foregoing, Licensors represent and warrant to Licensee that they have no
      actual knowledge of the invalidity of any of the Intellectual Property Rights
      licensed to Licensee under this Agreement. Licensors further represent and
      warrant that they have the full power and authority, without any conflict with
      the rights of others, to grant the licenses to Licensee contained in this
      Agreement. Licensors will promptly bring to the attention of the Licensee any
      Licensed Intellectual Property Rights not theretofore disclosed to
      Licensee.

     

    
      	8.	
              MARKING
                AND STANDARDS:

            


    

     

    Licensee
      agrees to mark Products (or their containers or labels) made, sold, or otherwise
      disposed of by it under the license granted in this Agreement with a
proper
      patent notice as specified
      under
      the patent laws of the United States and with a notice
      of
      the existence of this license and a proper patent notice as specified under
      the
      patent laws of (I)
      the
      United States; and, (II)
      to the
      extent applicable, the country, other than the United States, where
      the
      Products are made, sold or otherwise disposed of by Licensee.

     

    
      	9.	
              ASSIGNMENT:

            


    

     

    9.1 Licensee
      may assign its rights and obligations under this Agreement in connection with
      the sale of its business, by merger, sale of outstanding stock or sale or
      transfer of all
      or
      substantially all assets relating to the Patent Rights and the Products.
      Licensee may not otherwise assign this Agreement without the prior written
      consent of Licensor, which consent shall not be unreasonably withheld or
      delayed.

     

    9.2 This
      Agreement
      shall
      extend to and be binding upon the successors and legal
      representatives
      and
      permitted assigns of Licensor and Licensee.

     

    
      	10.	
              TERMINATION:

            


    

     

    10.1 Licensors,
      together, and Licensee shall have the right to terminate this Agreement if
      the
      other party commits a material breach of an obligation under this Agreement
      and
      continues in default for more than sixty (60) days after receiving written
      notice of such default.

     

    10.2 If
      any
      provision of this Agreement is declared invalid by a court of last resort,
      or by
      any court, the decision of which an appeal is not taken within the time
provided
      by law,
      then and in such an event, this Agreement will be deemed to have been terminated
      only as to the portion thereof which relates to the provision invalidated by
      that judicial decision, but this Agreement, in all other respects, will remain
      in force.

     

    10.3 This
      Agreement shall terminate automatically if Licensee ceases business operations
      for a period in excess of 180 consecutive days, if Licensee files for bankruptcy
      or if an involuntary petition in bankruptcy is filed against Licensee and is
      not
      dismissed within 60 days, in which case all license rights hereunder shall
      revert to the Licensors. 

     

    10.4 Upon
      termination, Licensee shall have the right to dispose of CSRV
      Products
      then in their possession
      and to
      complete existing contracts for such CSRV
      products.

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

     

    10.5 Any
      sublicenses granted by Licensee under this Agreement shall remain in effect
      after the
      termination of this Agreement, and shall be assigned
      without
      consideration
      to
      Licensor in the event this license terminates.

     

    
      	11.	
              GOVERNING
                LAW:

            


    

     

    This
      Agreement shall be governed in all respects, by the laws of the State of New
      Jersey, including validity, interpretation and effect, without regard to
      principles of conflicts of law. The parties hereto irrevocably and
      unconditionally consent to submit to the exclusive jurisdiction of the state
      and
      federal courts in the State of New Jersey for any lawsuits, actions or other
      proceedings arising out of or related to this Agreement and agree not to
      commence any lawsuit, action or other proceeding except in such courts. The
      parties hereto further agree that service of process, summons, notice or
      document by mail to their addresses set forth above shall be effective service
      of process for any lawsuit, action or other proceeding brought against them
      in
      any such court. The parties hereto irrevocably and unconditionally waive any
      objection to the laying of venue of any lawsuit, action or other proceeding
      arising out of or related to this Agreement in such courts, and hereby further
      irrevocably and unconditionally waive and agree not to plead or claim in any
      such court that any such lawsuit, action or proceeding brought in any such
      court
      has been brought in an inconvenient forum.

     

    
      	12.	
              SURVIVAL:

            


    

     

    12.1 The
      provisions of Sections
      5, 6, 7
      and 8 shall survive the termination or expiration of this Agreement
      and
      shall remain in full force and effect.

     

    12.2 The
      provisions of this Agreement which do not survive termination or expiration
      hereof (as the case may be) shall, nonetheless, be controlling on, and shall
      be
      used in construing and interpreting,
      the
      rights and obligations of the parties hereto with regard to any dispute,
      controversy or claim which may arise under, out of, in connection with, or
      relating to this Agreement.

     

    
      	13.	
              AMENDMENT:

            


    

     

    No
      amendment or modification of the terms of this Agreement shall be binding on
      either party unless reduced to writing and signed by an authorized officer
      of
      the party to be bound.

     

    
      	14.	
              WAIVER:

            


    

     

    No
      failure or delay on the part of a party in exercising any right hereunder will
      operate as a waiver of, or impair,
      any
      such right. No single or partial exercise of any such right will preclude any
      other or further exercise thereof or the exercise of any other right. No waiver
      of any such right will be deemed a waiver of any other right
      hereunder.

     

    
      	15.	
              ENTIRE
                AGREEMENT:

            


    

     

    This
      Agreement constitutes the entire agreement between the parties hereto respecting
      the subject matter hereof, and supercedes and terminates all prior agreements
      respecting the subject matter hereof, whether written or oral.

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement
      to be executed by their respective officers thereunto duly authorized to be
      effective as of the Effective Date.

    
      	 	 	 	 	 
	
              COATES
                INTERNATIONAL LTD.

            	 	 	 
	 	
               

               

            	 	 	 
	By: 	
              /s/
                Barry C. Kaye

            	 	 	/s/
              George J.
              Coates
	 	
              

              Barry
                C. Kaye

            	 	 	
              
George
              J. Coates
	 	
              Chief
                Financial Officer

            	 	 	
            
	 	 	 	 	 
	 	 	 	 	
              /s/
                Gregory Coates

            
	 	 	 	 	
              
                

              

              Gregory
                Coates

            


    

     

    Coates
      Trust, a trust formed under the laws of the Commonwealth of the Bahamas, having
      an address at Katherina Court 101, East Hill Place, Market Street, North,
      Nassau, the Bahamas (the “Coates
      Trust”),
      agrees that to the extent any of the Licensed Intellectual Property Rights
      licensed to Licensee hereunder are owned or under the control of the Coates
      Trust, the Coates Trust hereby makes the license grants contained herein as
      if
      it were the Licensors and will perform all of the covenants of the Licensors
      hereunder to the extent necessary to afford the Licensee the full benefits
      of
      this Agreement.
      Additionally, to the extent that Licensee has entered into an agreement with
      Well to Wire Inc. that may obligate it to grant certain international license
      rights pertaining to a right of first refusal provided by Licensee thereunder,
      Coates Trust will make such license rights available at no cost when and if
      required thereunder. To clarify, this does not in any way, grant any rights
      to
      the Licensee to develop,
      make, have made, use, sell, offer to sell and/or lease
      any
      technology for any other purpose outside of the Territory of the Western
      Hemisphere.

    


    
      	COATES
              TRUST 	 	 	 
	 	
               

               

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


    

    


    
      
         

      

      
        -7-