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 ”).

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:

“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.

2.1   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).

2.3   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.

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.

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.

5.1   Licensee, during the term of this Agreement, is responsible for the filin