<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>ex101.txt
<TEXT>
                               LOAN AGREEMENT

         This Loan  Agreement  ("Agreement")  is entered into on September  6th,
2011 by between Envision Solar  International,  Inc., a Nevada  corporation (the
"Borrower"),   and  Gerald  Hickson,  an  individual  (the  "Lender").   Certain
capitalized terms used herein are defined on Exhibit A of this Agreement.

         The parties agree as follows:

         1. LOAN.

                  (a) LOAN.  Subject  to the terms and  conditions  hereof,  the
Lender  shall  make a loan (the  "Loan") to  Borrower  in the  principal  sum of
$1,000,000.  The Loan shall be evidenced by a Convertible Promissory Note issued
by the  Borrower to the Lender at the Closing (as defined  below) in the form of
Exhibit B hereto (the "Note").

                  (b)  INTEREST.  The Note and all  other  monetary  Obligations
shall bear interest at 9% per annum. Interest shall be payable in arrears on the
Maturity Date as defined in this Agreement. Any interest not paid when due shall
be added to the  principal  and  shall  thereafter  bear  like  interest  as the
principal  of the Note.  Interest  accruing  after the  Maturity  Date  shall be
compounded  annually,  without  waiving  any rights or remedies of the Lender by
reason of the failure to pay the same when due.

                  (c) MATURITY DATE.  Unless the Note is earlier  converted into
equity  securities of the Borrower as provided in the Note, on December 31, 2012
(the "Maturity Date"), the entire outstanding  principal balance of the Note and
all accrued and unpaid interest thereon and all other monetary Obligations shall
be due and payable.

                  (d) PAYMENTS. For all purposes of this Agreement, any payments
by Borrower will only be deemed received when received in immediately  available
funds,  and any  immediately  available  funds  received  later  than  5:00 p.m.
(California  time) on any Business Day shall be deemed to have been  received on
the following Business Day and any applicable  interest or fee shall continue to
accrue during such period.

                  (e) PREPAYMENT. The Borrower may at any time after 180 days of
the execution of this note prepay all or any portion of the outstanding  balance
of the Note by giving at least  three  days  prior  notice to the  Lender of the
prepayment  date. The Borrower shall pay to the Lender all or any portion of the
outstanding  principal  and accrued  interest due on this Note or shall,  to the
extent of the  prepayment  and if agreed in  writing  by the  Lender,  issue and
deliver  to the  Lender a  certificate  representing  a number  of shares of the
Borrower's common stock (the "Shares") into which such Note is convertible as of
the prepayment date. The Borrower shall not, however,  be obligated to make such
payment or issue such Shares  unless the Lender has  delivered its original Note
to Borrower or has  notified  Borrower  that such Note has been lost,  stolen or
destroyed  and  executes an  agreement  satisfactory  to  Borrower to  indemnify
Borrower from any loss incurred by it in  connection  with such lost,  stolen or
destroyed  Note.  The Lender  shall have the right to exercise all of its rights
under the Note, and interest shall continue to accrue,  until payment in full is
made  hereunder,  or the Note is converted  into Shares as provided in the Note.
The Note will be deemed  converted on the date of written  notice of election to
convert,  regardless  of when the  actual  Note is  submitted  by the Lender for
cancellation.

                                      -1-
<PAGE>

                  (f) CONVERSION.  All or any portion of the entire  outstanding
balance  of this Loan and the Note is  convertible  into  Shares  of  Borrower's
common stock in  accordance  with the terms and  conditions of the Note and this
Agreement.

         2. REPRESENTATIONS AND WARRANTIES. Borrower represents to the Lender as
of Closing Date (and the following  representations  shall be deemed  continuing
until the time set forth in Section 15 of this Agreement):

                  (a) AUTHORIZATION; SUBSIDIARIES.

                           (i)  Borrower  is  and  will   continue  to  be  duly
                  organized,  validly  existing and in good  standing  under the
                  laws of the State of Nevada, and Borrower is and will continue
                  to  be   qualified   and   licensed  to  do  business  in  all
                  jurisdictions  in which any failure to do so would result in a
                  Material   Adverse   Change.   The  execution,   delivery  and
                  performance  by  Borrower  of this  Agreement,  and all  other
                  documents  contemplated  hereby  have  been  duly and  validly
                  authorized  by  all  necessary  corporate  action,  and do not
                  violate Borrower's Articles of Incorporation or Bylaws, or, in
                  any material  respect,  any law or any  material  agreement or
                  instrument  which is binding  upon  Borrower or its  property.
                  This  Agreement  and  the  Note  are,  or  when  executed  and
                  delivered  will be, valid and binding  obligations of Borrower
                  enforceable in accordance with their respective terms,  except
                  as the same may be  limited  by  equitable  principles  and by
                  bankruptcy,  insolvency,  moratorium and other laws of general
                  application  affecting the  enforcement of creditors'  rights.
                  The reservation for potential  issuance of the Shares pursuant
                  to the terms of this  Agreement and the Note has been approved
                  by the Borrower's Board of Directors.

                           (ii)  Borrower  has  one   wholly-owned   subsidiary,
                  Envision  Construction,  Inc.  Borrower's  correct name is set
                  forth  in the  heading  of  this  Agreement  and  if  Borrower
                  hereafter gives the Lender written notice within 15 days after
                  any future  change in  Borrower's  name,  this  representation
                  shall not be deemed to be breached. True and correct copies of
                  the Borrower's  Articles of Incorporation and Bylaws have been
                  delivered to the Lender.

                  (b) FINANCIAL CONDITION, STATEMENTS AND REPORTS. All financial
statements  delivered to Lender have been prepared in conformity  with generally
accepted accounting  principles (except for the absence of footnotes and subject
to normal year-end  adjustments with respect to unaudited financial  statements,
and except in the case of  projections or forecasts,  which Borrower  represents
and  warrants  have been be  prepared  in good faith  utilizing  assumptions  it
believes to be  reasonable).  All financial  statements  delivered to the Lender
fairly  reflect the  financial  condition of Borrower,  at the times and for the
periods therein stated.

                  (c) TAX RETURNS AND PAYMENTS.  Borrower has timely filed,  and
will timely file,  all tax returns and reports  required by applicable  law, and
Borrower  has  timely  paid,  and  will  timely  pay,  all   applicable   taxes,
assessments,  deposits and  contributions now or in the future owed by Borrower.
Borrower  may,  however,  defer payment of any  contested  taxes,  provided that
Borrower (i) in good faith  contests  Borrower's  obligation to pay the taxes by
appropriate  proceedings promptly and diligently  instituted and conducted,  and
(ii)  notifies  the Lender in writing of the  commencement  of, and any material
development in, the proceedings.

                                      -2-
<PAGE>

                  (d) COMPLIANCE WITH LAW. To Borrower's knowledge, Borrower has
complied, and will comply, in all material respects,  with all provisions of all
applicable laws and regulations,  including,  but not limited to, those relating
to Borrower's ownership of real or personal property,  the conduct of Borrower's
business, and all environmental matters, except where the failure to do so would
not result in a Material Adverse Change.

                  (e) LITIGATION. There is no claim or litigation pending or (to
Borrower's  knowledge)  threatened against Borrower,  except as disclosed in its
SEC Reports and additionally,  a arbitration notice given to Envision related to
a debt owed to a legal firm for past services. There is no action, proceeding or
investigation  pending,  or to  Borrower's  knowledge  threatened,  against  the
Borrower or its officers or directors, or to the knowledge of Borrower,  against
employees or consultants of Borrower,  or any basis therefore known to Borrower,
involving the prior employment of any of the Borrower's employees,  their use in
connection with the Borrower's  business of any  Intellectual  Property of their
former  employers,   or  their  obligations  under  any  agreements  with  prior
employers,  which  individually  or in the aggregate  could result in a Material
Adverse Change.

                  (f) INFORMATION.  All information provided to the Lender by or
on behalf of  Borrower by a duly  authorized  officer on or prior to the date of
this  Agreement is true and correct in all material  respects,  all  information
hereafter  provided  to  the  Lender  by or on  behalf  of  Borrower  by a  duly
authorized  officer  will be true and correct in all material  respects,  and no
representation  or other statement made,  previously,  now or hereafter,  to the
Lender by or on behalf of Borrower by a duly authorized officer contains or will
contain,  at the time made, any untrue  statement of a material fact or omits or
will omit, at the time made, any material facts necessary to make any statements
made to the Lender not  misleading  at the time  made.  For the  purpose of this
paragraph,  "information"  means  written  information  that (i)  relates to any
material  aspect of Borrower's  business,  operations or financial  condition or
(ii) which is provided by the Borrower to the Lender pursuant to this Agreement,
except for the financial  projections  contained therein,  which projections are
subject to Section 2(b) of this Agreement.

         3. INTELLECTUAL  PROPERTY.  Borrower is the sole and exclusive owner of
all right, title and interest in and to all Intellectual  Property necessary for
its  business  as now  conducted  and as proposed  to be  conducted  without any
conflict with, or infringement with the rights of, others.  The Borrower has not
received any communications  alleging that it has violated or, by conducting its
business  as  proposed,  would  violate any  Intellectual  Property of any other
Person.  Borrower is not aware that any of its employees is obligated  under any
contract (including  licenses,  covenants or commitments of any nature) or other
agreement,  or  subject  to any  judgment,  decree,  or  order  of any  court or
administrative agency, that would interfere with the use of such employee's best
efforts to  promote  the  interest  of  Borrower  or that  would  conflict  with
Borrower's  business as  proposed to be  conducted.  Neither  the  execution  or
delivery of this  Agreement,  nor the carrying on of the Borrower's  business as
proposed, will, to the Borrower's knowledge after due inquiry,  conflict with or
result in a breach of the terms,  conditions,  or provisions of, or constitute a
default  under,  any  contract,  covenant  or  instrument  under  which any such
employee is now obligated.  Borrower does not believe it is or will be necessary
to use any  inventions of any of its employees (or persons it currently  intends
to hire) made prior to their  employment  by Borrower.  Borrower is not aware of
any  violation  or  infringement  by a third  party  of any of its  Intellectual
Property. USE OF PROCEEDS.

                                      -3-
<PAGE>

         Borrower  will  use the  proceeds  of the Loan  for  general  operating
purposes with particular  emphasis on the operating capital  requirements of the
execution   of  the   contracts   to   deploy  15  Solar   Tree(R)   structures,
CleanCharge(TM) EV Charging, EnvisionTrack(TM) at Pier Lima in San Diego for the
US Navy and to deploY 6 Solar Tree(R)  structures,  CleanCharge(TM) EV Charging,
EnvisionTrack(TM)  and  battery  storage  for San Diego Gas aNd  Electric in San
Diego as well as adding business development  resources to help in the growth of
the  business  and  shall  not in any event  use such  proceeds  for  investment
activities.

         4. CLOSING.

                  (a) CLOSING DATE. The closing of the Loan (the "Closing") will
take place at the offices of Envision Solar International at 7675 Dagget Street,
Suite  150,  San  Diego  92111 at 1:00  p.m.  (local  time) on the date that the
parties  may  mutually  agree  in  writing,  but in no  event  later  than as of
September  10th,  2011 (the "Closing  Date"),  unless extended by mutual written
agreement of the parties.

                  (b) DELIVERY.  Subject to the terms of this Agreement,  at the
Closing the Borrower will deliver an executed Note to the Lender against payment
of the  purchase  price  therefore  by, at the option of the Lender,  a check or
checks payable to the order of the Company or by wire transfer.

                  (c) CONDITIONS TO THE LENDER'S OBLIGATIONS.  The obligation of
the Lender to make its Loan at the Closing is subject to the  fulfillment to its
satisfaction,  on or prior to the ClOSING DATE, OF THE FOLLOWING CONDitions, any
of which may be waived by the Lender in writing:

                           (i)    REPRESENTATIONS    AND   WARRANTIES   CORRECT;
                  PERFORMANCE OF OBLIGATIONS. The representations and warranties
                  made by the  Borrower  in  Section 2 hereof  shall be true and
                  correct on and as of the  Closing  Date.  Borrower  shall have
                  performed all Obligations and conditions herein required to be
                  performed or observed by it on or prior to the Closing Date.

                           (ii)  CONSENTS  AND  WAIVERS.   Borrower  shall  have
                  obtained in a timely  fashion any and all  consents,  permits,
                  and waivers  necessary or appropriate for  consummation of the
                  transactions contemplated by this Agreement and the same shall
                  be effective as of the Closing Date.

         5. EVENTS OF DEFAULT. Any one or more of the following shall constitute
an event of default ("Event of Default") under the Loan Documents:

                  (a) Borrower shall fail to pay any principal of or interest on
the Loan or any other monetary  Obligations  within five Business Days after the
date due; or

                  (b)  Borrower  shall fail to comply  with or perform any other
provision  of this  Agreement,  the Loan  Documents  or any  other  non-monetary
Obligation,  which  failure  is not cured  within ten  Business  Days after such
failure occurs; or

                  (c) Borrower shall breach any of Borrower's representations or
warranties,  contained in this Agreement, or any Loan Document,  which breach is
not cured within ten Business Days after such breach occurs; or

                  (d)  Dissolution,  termination of existence,  or insolvency of
Borrower;  or  appointment of a receiver,  trustee or custodian,  for all or any
material part of the property of, assignment for the benefit of creditors by, or
the   commencement   of  any  proceeding  by  or  against   Borrower  under  any
reorganization,  bankruptcy,  insolvency,  arrangement,  readjustment  of  debt,
dissolution or  liquidation  law or statute of any  jurisdiction,  now or in the
future in effect  (except  that, in the case of a proceeding  commenced  against
Borrower,  Borrower  shall  have 30 days  after  the date  such  proceeding  was
commenced to have it dismissed).

                                      -4-
<PAGE>

         6. REMEDIES.

                  (a) REMEDIES.  Upon the occurrence and during the  continuance
of any Event of Default,  the Lender may (at its option),  without notice except
for such  notices as are  required  by law and as  provided  in this  Agreement,
accelerate and declare the Note and the other Obligations to be immediately due,
payable,  and performable,  notwithstanding any deferred or installment payments
allowed by any instrument evidencing or relating to any Obligation.

                  (b) SET-OFF. Upon the occurrence and during the continuance of
any Event of Default,  the Lender is hereby authorized at any time and from time
to time,  without notice to the Borrower (any such notice being expressly waived
by the Borrower,  except as expressly set forth below), to set-off and apply any
and all deposits (general or special,  time or demand,  provisional or final) at
any time held and other  indebtedness  at any time owing by the Lender to or for
the  credit  or  the  account  of  the  Borrower  against  any  and  all  of the
Obligations,  irrespective  of  whether  or not the  Lender  shall have made any
demand under this Agreement or the Lender's Note, and although such  Obligations
may be unmatured.  The Lender agrees  promptly to notify the Borrower  after any
such  set-off  and  application,  provided  that the failure to give such notice
shall not affect the validity of such set-off and application. The rights of the
Lender  under  this  Section  are in  addition  to  other  rights  and  remedies
(including,  without  limitation,  other rights of set-off) which the Lender may
have.

                  (c) REMEDIES  CUMULATIVE.  Exercise or partial exercise by the
Lender  of one or more  of such  rights  or  remedies  shall  not be  deemed  an
election, nor bar the Lender from subsequent exercise or partial exercise of any
other  rights or  remedies.  The failure or delay of the Lender to exercise  any
such rights or  remedies  shall not  operate as a waiver  thereof,  but all such
rights and  remedies  shall  continue in full force and effect  until all of the
Obligations have been fully paid and performed.  No Event of Default or exercise
of rights or remedies as a result thereof shall affect the Lender's other rights
under this Agreement, all of which shall continue in full force and effect.

         7. WAIVERS AND AMENDMENTS.

                  (a) The  failure of the Lender at any time or times to require
Borrower to strictly  comply with any of the provisions of this Agreement or any
other  present or future  agreement  between  Borrower  and the Lender shall not
waive or diminish  any right of the Lender  later to demand and  receive  strict
compliance  with such  provisions.  Any waiver of any default shall not waive or
affect  any other  default,  whether  prior or  subsequent,  and  whether or not
similar.

                  (b) Borrower  waives  demand,  protest,  notice of protest and
notice of  default  or  dishonor,  notice of payment  and  nonpayment,  release,
compromise,   settlement,   extension  or  renewal  of  any  commercial   paper,
instrument,  account, general intangible,  document or guaranty at any time held
by the Lender on which  Borrower  is or may in any way be liable,  and notice of
any action taken by the Lender, unless expressly required by this Agreement.

         8.  INDEMNITY.  If either  the  Lender or  Borrower  files any  lawsuit
against the other predicated on a breach of this Agreement, the prevailing party
in such action shall be entitled to recover its reasonable costs, including (but
not limited to)  reasonable  attorneys'  fees incurred in  connection  with such
action.  Borrower shall  indemnify the Lender for any losses,  claims,  actions,
causes of  action,  penalties,  and  reasonable  costs and  expenses  (including
reasonable  attorneys' fees),  which the Lender may sustain or incur based upon,

                                      -5-
<PAGE>
arising out of, or relating to a breach by the Borrower of this  Agreement,  any
of the Obligations or the Loan Documents,  except any such amounts  sustained or
incurred  as the result of the gross  negligence  or willful  misconduct  of the
person to be indemnified or any of its directors,  officers,  employees, agents,
attorneys,  or any other person affiliated with or representing such person. The
indemnity  agreement set forth in this Section shall survive any  termination of
this Agreement and shall continue in full force and effect.

         9. CONFIDENTIALITY. In handling any confidential non-public information
provided to the Lender by Borrower, the Lender shall exercise the same degree of
care that it  exercises  with  respect  to its own  proprietary  information  to
maintain  the  confidentiality  of the  same,  except  that  disclosure  of such
information  may be made (i) to  Affiliates  of the  Lender,  or to  prospective
transferees or purchasers of any interest in the Obligations, provided that they
have entered into a comparable  confidentiality  agreement with respect thereto,
(ii) as required by law, regulations, rule or order, subpoena, judicial order or
similar  order  (provided  that,  in the case of a subpoena,  judicial  order or
similar order,  the Lender shall,  if practical,  give written notice thereof to
the  Borrower  so that  Borrower  may take  appropriate  action to prevent  such
disclosure  if it  wishes),  and  (iv)  as may  be  commercially  reasonable  in
connection  with the exercise of any  remedies by Lender  under this  Agreement.
Confidential  information  hereunder shall not include  information that either:
(a) is in the public  domain,  or becomes part of the public  domain  through no
fault of the Lender;  or (b) is disclosed to the Lender by a third party,  which
does not have a duty of confidentiality to the Borrower.

         10. NOTICES.

                  (a) All notices under this  Agreement  shall be in writing and
shall be deemed to have been given (a) upon receipt,  when  delivered by hand or
by electronic  facsimile  transmission  or email if sent during normal  business
hours  and,  if not,  then the next  Business  Day,  or (b) upon  receipt,  when
delivered by overnight courier, or (c) five days after mailing by certified mail
return  receipt  requested,  addressed to each party at the addresses  indicated
below their signatures below.

                  (b) NOTICES OF RECORD DATE.  If the Borrower  shall propose at
any time:

                           (i) to declare  any  distribution  upon its shares of
                  common stock;

                           (ii)    to    effect    any    reclassification    or
                  recapitalization of its shares of common stock; or

                           (iii) to merge or consolidate  with or into any other
                  corporation, or sell, lease or convey all or substantially all
                  its property or business,  or to  liquidate,  dissolve or wind
                  up;

                           then,  in  connection  with each such event  Borrower
                  shall send to the Lender:

                                    (1) at least ten (10)  days'  prior  written
                           notice  of the date on which a record  shall be taken
                           for such  distribution  (and  specifying  the date on
                           which  the  holders  of  Shares   shall  be  entitled
                           thereto); and

                                    (2) in the case of the  matters  referred to
                           in (ii) and  (iii)  above,  at least  ten (10)  days'
                           prior written  notice of the date when the same shall
                           take  place  (and  specifying  the date on which  the
                           holders of Shares shall be entitled to exchange their
                           Shares for securities or other  property  deliverable
                           upon the occurrence of such event).


                                      -6-
<PAGE>

         11. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE LENDER.

                  (a) The Lender  represents  and  warrants  to  Borrower  as of
Closing  Date and as of the date the  Lender  acquires  Shares,  if it  acquires
Shares, as follows:

                           (1) It has full power and authority and has taken all
                  required action  necessary to permit it to execute and deliver
                  and to carry  out the  terms of this  Agreement  and all other
                  documents or instruments required by this Agreement.

                           (2) It is its present  intention  to acquire the Note
                  and the Shares for its own  account  and that its Note and the
                  securities into which the Note is convertible  (together,  its
                  "Securities")  are  being  or will be  acquired  by it for the
                  purpose of investment and not with a view to distribution. The
                  Lender  agrees  that it will not sell or  transfer  any of its
                  Securities  without  registration under applicable federal and
                  state  securities  laws,  or the  availability  of  exemptions
                  therefrom. The Lender agrees that the documents evidencing the
                  Securities  will each bear a restrictive  legend  stating that
                  the Securities  represented  thereby have not been  registered
                  under  applicable   federal  and  state  securities  laws  and
                  referring to restrictions on their transferability and sale.

                           (3) It is an  "accredited  investor"  (as  defined in
                  Rule 501(a) under the Securities Act) and it acknowledges that
                  it  currently  has,  and had  immediately  prior  to its  Loan
                  hereunder,  such knowledge,  sophistication  and experience in
                  financial   and  business   matters  that  it  is  capable  of
                  evaluating the merits and risks of this investment and further
                  acknowledges that it is able to bear the economic risk of this
                  investment for an indefinite period of time. During the course
                  of this transaction and prior to the sale to the Lender of the
                  Note hereunder, it acknowledges that it had the opportunity to
                  ask questions of, and receive answers from,  management of the
                  Borrower   concerning   the  terms  and   conditions  of  this
                  investment  and to obtain any  additional  information  of the
                  same kind that is specified in Rule 502 of Regulation D of the
                  Securities Act, or that is necessary to verify the accuracy of
                  the  other   information   obtained.   It  has  received  such
                  information  as it deems  necessary  to  enable it to make its
                  investment  decision.  In  particular,  Lender  has  carefully
                  reviewed  all of  Borrower's  SEC Reports and the risk factors
                  and other information  furnished to the Lender by the Borrower
                  supplementally. Lender further acknowledges that Allied Beacon
                  Partners,  Inc., a registered broker-dealer with the Financial
                  Industry National Regulatory Association ("FINRA"),  will earn
                  a  selling  commission  in the  form of  cash  and  equity  in
                  connection with the Lender's Loan to the Borrower.

                  (b)  RESTRICTIONS ON DISPOSITION.  Without in any way limiting
the representations set forth in Section 11(a) above, during the period from the
Closing  Date until the  second  anniversary  of the  Closing  Date,  the Lender
further  agrees not to make any  disposition of all or any portion of the Shares
without the prior  written  approval of the  Borrower,  provided that such prior
written  approval of the  Borrower  shall not be required  (i) for  transfers or
sales where the number of Shares  being  conveyed  do not exceed,  in any single
day,  fifteen percent (15%) of the daily average volume of such prior week sales
as reported by such  applicable  exchange , (ii) for  transfers to Affiliates of
the Lender,  or (iii) if the Borrower has breached a material  obligation  under
this  Agreement.  Certificates  evidencing  the Shares will bear an  appropriate
legend reflecting such restrictions on transfer.

                                      -7-
<PAGE>

                  (c) LOCK-UP  PROVISION.  Upon receipt of a written  request by
Borrower's underwriters,  the Lender shall not sell, sell short, grant an option
to buy,  or  otherwise  dispose of any of the  Securities  (except  for any such
Securities  included in the  registration) for a period of up to one hundred and
eighty  (180)  days  following  the  effective  date  of a  registration  of the
Borrower's  securities;  provided,  however,  that  the  Lender  shall  have  no
obligation  to enter into the  agreement  described in this Section 11(c) unless
all executive  officers and directors of Borrower and all other holders of other
registration  rights from Borrower enter into similar  agreements.  Borrower may
impose stop-transfer  instructions with respect to the Securities subject to the
foregoing restriction until the end of said maximum 180-day period.

         12.  GOVERNING  LAW.  This  Agreement  and all  acts  and  transactions
hereunder  and all rights and  obligations  of the Lender and Borrower  shall be
governed by the internal laws of the State of California.

         13.  GENERAL.  Should any  provision  of this  Agreement be held by any
court of competent  jurisdiction to be void or unenforceable,  such defect shall
not affect the remainder of this  Agreement,  which shall continue in full force
and effect.  This  Agreement  and such other written  agreements,  documents and
instruments as may be executed in connection  herewith are the final, entire and
complete  agreement between Borrower and the Lender, and supersede all prior and
contemporaneous  negotiations and oral  representations  and agreements,  all of
which  are  merged  and  integrated  in  this  Agreement.   There  are  no  oral
understandings,  representations or agreements between the parties which are not
set forth in this Agreement or in other written agreements signed by the parties
in connection  with this  Agreement.  Subject to Section  11(b),  the Lender may
assign all or any part of its  interest in the Note and this  Agreement  and the
Obligations to any person or entity,  or grant a  participation  in, or security
interest in, any interest in this  Agreement or the Note,  without notice to, or
consent of,  Borrower.  Borrower  may not assign any rights under or interest in
this Agreement without the Lender's prior written consent.  This Agreement shall
be binding upon,  and inure to the benefit of, the  respective  parties'  heirs,
executors,  administrators,  assigns  and  successors.  This  Agreement  may  be
executed in two or more counterparts, each of which shall be deemed an original,
but all of which shall constitute one agreement.

         14. TERMINATION OF CERTAIN PROVISIONS. All representations in Section 2
shall  cease to be  continuing  on the date the  entire  Note is paid in full or
converted into Shares.

         15. SURVIVAL. The representations, warranties and covenants of Borrower
and the Lender contained in or made pursuant to this Agreement shall survive the
execution and delivery of this  Agreement,  any Closing Date, and any conversion
of the Note into Shares for so long as the applicable statute of limitations.

         IN WITNESS WHEREOF, this Agreement has been entered into as of the date
first above written.


LENDER:                                BORROWER:

GERALD HICKSON                         ENVISION SOLAR INTERNATIONAL, INC.


                                       /s/ Desmond Wheatley
---------------------------------      ----------------------------------------
By: Gerald Hickson                     By: Desmond Wheatley
                                       Title: Chief Executive Officer

Address for notices:                   Address for notices:
403 Hazeltine Dr.                      7675 Dagget Street, Suite 150
Austin, TX 78734                       San Diego, California 92111
Email: jerryhickson@sbcglobal.net      Email: desmond.wheatley@envisionsolar.com


                                      -8-
<PAGE>

                                    EXHIBIT A

                               CERTAIN DEFINITIONS

As used in this Agreement, the following terms have the following meanings:

         1. "Affiliate" means as to any Person, any other Person who directly or
indirectly  controls,  is under common  control  with,  is controlled by or is a
director  or  officer  of such  Person.  As used in this  definition,  "control"
(including its correlative  meanings,  "controlled by" and "under common control
with") means possession, directly or indirectly, of the power to direct or cause
the  direction of management or policies  (whether  through  ownership of voting
securities  or  partnership  or  other  ownership  interests,   by  contract  or
otherwise),  provided  that,  in any  event,  any Person  who owns  directly  or
indirectly ten percent (10%) or more of the securities  having  ordinary  voting
power  for the  election  of the  members  of the  board of  directors  or other
governing body of a  corporation,  limited  liability  company or partnership or
other  ownership  interests  of any other  Person will be deemed to control such
corporation, limited liability company, partnership or other Person.

         2.  "Business  Day" means any day other than a Saturday,  Sunday or any
other day on which commercial  banks in Los Angeles,  California are required or
permitted by law to close.

         3. "Intellectual Property" means all (a) copyrights,  copyright rights,
copyright  applications,  copyright  registrations  and like protections in each
work  of  authorship  and  derivative   work  thereof,   whether   published  or
unpublished,  (b) trade secret and proprietary  rights,  including all rights to
unpatented inventions and know-how, and confidential information;  (c) mask work
or similar  rights  available  for the  protection of  technology;  (d) patents,
patent   applications  and  like  protections   including   without   limitation
improvements,  divisions,  continuations,  renewals,  reissues,  extensions  and
continuations-in-part of the same; (e) trademarks,  service marks, trade styles,
and trade names,  whether or not any of the  foregoing are  registered,  and all
applications to register and registrations of the same and like protections, and
the entire goodwill of the business of Borrower connected with and symbolized by
any such trademarks;  (f) computer software and computer software products;  (g)
designs and design rights; (h) technology;  (i) all claims for damages by way of
past,  present  and  future  infringement  of any of  such  rights;  and (j) all
licenses or other rights to use any property or rights of a type described above
in this definition.

         4. "Loan Document" means any present or future document,  instrument or
agreement relating to this Agreement, including without limitation the Note.

         5.  "Material  Adverse  Change" means (i) any effect that is materially
adverse to the scope of Borrower's  business,  or to the results of  operations,
assets,  liabilities  or  financial  or other  condition of Borrower or (ii) the
material  impairment  of  Borrower's  ability to perform its  Obligations  or of
Lender's ability to enforce the Obligations.

         6.  "Obligations"  mean any amounts  owed by the Borrower to the Lender
under any of the Loan Documents.

         7. "Person" means any  individual,  sole  proprietorship,  partnership,
joint venture,  limited liability company, trust,  unincorporated  organization,
joint stock company,  association,  corporation,  institution,  entity, party or
government  (including any division,  agency or department thereof) or any other
legal entity, whether acting in an individual, fiduciary or other capacity, and,
as applicable, their successors, heirs and assigns.

                                      -1-
<PAGE>

         8. "Publicly  Traded" means that the Borrower's  shares of common stock
are listed and trading on the OTC Bulletin Board, the Nasdaq Stock Market,  or a
national securities exchange or public securities trading market.

         9. "SEC  Reports"  means all reports,  financial  statements  and other
information  and  disclosures  filed  by the  Borrower  with the  United  States
Securities and Exchange Commission.










































                                      -2-
<PAGE>

                                   EXHIBIT B

                           Convertible Promissory Note



<PAGE>

                                    EXHIBIT C

                                   Exceptions

  2. (a)          List  of  wholly-owned   or  partially   owned   subsidiaries,
                  partnerships or joint ventures of or with the Company: See SEC
                  Reports.

  2. (b)          Liabilities of the Company:  See SEC Reports

  2. (e)          List of legal claims or litigation  pending or (to  Borrower's
                  knowledge) threatened against Borrower: See SEC Reports.

</TEXT>
</DOCUMENT>
