<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>ex102.txt
<TEXT>
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN
REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),  NOR UNDER
ANY STATE  SECURITIES LAWS AND MAY NOT BE PLEDGED,  SOLD,  ASSIGNED OR OTHERWISE
TRANSFERRED UNTIL (1) A REGISTRATION  STATEMENT UNDER THE ACT AND ANY APPLICABLE
STATE SECURITIES LAW HAS BECOME  EFFECTIVE WITH RESPECT THERETO,  OR (2) RECEIPT
BY THE  COMPANY  OF AN OPINION  OF  COUNSEL  TO THE  COMPANY TO THE EFFECT  THAT
REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN
CONNECTION WITH THE PROPOSED TRANSFER.

                           CONVERTIBLE PROMISSORY NOTE


$1,000,000                                                   September 6th, 2011

         FOR  VALUE  RECEIVED,  ENVISION  SOLAR  INTERNATIONAL,  INC.,  a Nevada
corporation (the "Company"),  promises to pay to the order of Gerald Hickson, an
individual ("Holder"), at such address as the Holder shall direct, the principal
sum of One Million  Dollars  ($1,000,000)  plus  accrued but unpaid  interest on
December  31st,  2012, or such other date as provided in the Loan  Agreement (as
defined below) (the "Maturity  Date"), to the extent that this Note has not been
converted  as  provided  in Section 3 of this Note.  This Note is subject to the
following terms and conditions:

     1. LOAN AGREEMENT; PAYMENTS. This Note is issued pursuant to and is subject
to the terms and conditions of that certain Loan  Agreement  between the Company
and the Holder of even date with this Note (the "Loan  Agreement").  Capitalized
terms used herein,  which are not defined,  shall have the meanings set forth in
the Loan  Agreement.  This Note may be prepaid only in accordance with the terms
of the Loan Agreement.  Payments on this Note shall be applied first to accrued,
unpaid interest and thereafter to reduce the outstanding principal amount.

     2. INTEREST.  This Note shall bear interest on the unpaid principal balance
hereof from time to time outstanding at the simple rate of nine percent (9%) per
annum,  subject  to the  terms and  conditions  of the Loan  Agreement.  Accrued
interest  shall be payable on the Maturity  Date,  and any accrued  interest not
paid when due shall  thereafter  bear interest at the same rate as the principal
of this Note.

     3. CONVERSION.

                  (a) RIGHT TO CONVERT. The entire principal amount of this Note
and all  accrued  interest  hereon  (the  "Conversion  Amount"),  or any portion
hereof, shall be convertible, at the option of the Holder, at any time after the
date of this Note at the  office of the  Company or any  transfer  agent for its
shares  of  common  stock  ("Shares"),  into  such  number  of  fully  paid  and
nonassessable  Shares as is determined by dividing the Conversion  Amount by the
Conversion  Price. The Conversion Price shall be $0.29  (twenty-nine  cents) per
Share.

                  (b)      INTENTIONALLY LEFT BLANK.

                                      -1-
<PAGE>


                  (c) MECHANICS OF  CONVERSION.  No  fractional  Shares shall be
issued upon  conversion of this Note. In lieu of any fractional  Shares to which
the Holder would otherwise be entitled, the Company shall pay cash equal to such
fraction  multiplied by the then effective  Conversion Price.  Before any Holder
shall be entitled to convert the Note into Shares pursuant to Section 3(a), such
Holder shall surrender the Note, at the office of the Company or of any transfer
agent for such  Shares,  and shall  give  written  notice to the  Company at its
principal corporate office of the election to convert the same and the amount of
principal  and/or interest being  converted.  Such conversion shall be deemed to
have been made  immediately  prior to the close of  business on the date of such
surrender of the Note, or if the Note is reported lost, stolen or destroyed,  on
the date of receipt by the Company of Holder's  written election to convert plus
any additional documents requested by the Company and reasonably satisfactory to
it,  including  but not limited to an agreement  by the Holder to indemnify  the
Company from any loss  incurred by it in  connection  with such lost,  stolen or
destroyed Note. The Company shall, as soon as practicable thereafter,  issue and
deliver to such address as the Holder may direct,  a certificate or certificates
for the  number  of  Shares to which  such  Holder  shall be  entitled  and,  if
applicable,  a new Note in the  principal  amount  which has not been  converted
pursuant to Section 3(a).

                  (d)     ADJUSTMENTS     FOR     REORGANIZATIONS,      MERGERS,
RECLASSIFICATIONS  OR SIMILAR  EVENTS.  If the Shares  shall be changed into the
same or a different number of Shares or other securities or property, whether by
capital  reorganization,  merger,  reclassification or otherwise,  then the Note
shall thereafter be convertible into the number of Shares or other securities or
property  to which a holder of the number of Shares of the  Company  deliverable
upon  conversion of the Note shall have been entitled upon such  reorganization,
merger, reclassification or other event.

                  (e) NO  IMPAIRMENT.  The Company will not, by amendment of its
Articles of  Incorporation  or through any  reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Company,  but will at all
times in good faith  assist in the carrying  out of all the  provisions  of this
Note and in the taking of all such action as may be necessary or  appropriate in
order to protect the conversion rights of the Holder set forth herein and in the
Shares against impairment.

     4.  RESERVATION OF SECURITIES.  The Company shall reserve,  so long as this
Note is  outstanding,  such securities as the Holder is entitled to receive upon
conversion of this Note.

     5. DEFAULT.  Upon the occurrence of any Event of Default (as defined in the
Loan  Agreement),  the  entire  unpaid  principal  balance  of this Note and all
accrued and unpaid  interest  shall become or may be declared to be  immediately
due and payable, as provided in the Loan Agreement.

     6.  GENERAL.  Principal  of and  interest  on this Note shall be payable in
lawful money of the United States of America. If a payment hereunder becomes due
and payable on a Saturday,  Sunday, or legal holiday, the due date thereof shall
be extended to the next  succeeding  Business Day, and interest shall be payable
thereon during such extension.  The Company agrees to pay all costs and expenses
(including without limitation  reasonable attorney's fees) incurred by Holder in
connection  with  the  enforcement  of this  Note.  The  Company  hereby  waives
presentment,  demand for  payment,  notice of  dishonor,  notice of  nonpayment,
protest,  notice  of  protest,  and any and all other  notices  and  demands  in
connection with the delivery, acceptance,  performance,  default, or enforcement

                                      -2-
<PAGE>

of this  Note.  Nothing  herein  shall be  deemed  to limit  any of the terms or
provisions  of the Loan  Agreement  or any other  present  or  future  document,
instrument or agreement,  between the Company and the Holder and all of Holder's
rights and remedies  hereunder and thereunder are  cumulative.  In the event any
one or more of the  provisions  of this Note  shall for any reason be held to be
invalid, illegal or unenforceable, the same shall not affect any other provision
of this Note and the  remaining  provisions  of this Note  shall  remain in full
force and effect. This Note is payable in, and shall be governed by the laws of,
the State of California. Any notices which the Company or the Holder is required
or desires to give to the other  shall be in writing and shall be deemed to have
been given when given as  provided  in the Loan  Agreement.  This Note,  and the
obligations  of the Company  hereunder  shall be binding upon the  Company,  and
shall  inure  to the  benefit  of  the  Holders,  and  their  respective  heirs,
executors, administrators, successors and assigns.

     7. NO SHAREHOLDER RIGHTS. Nothing contained in this Note shall be construed
as (a)  conferring  upon the Holder or any other  person the right to vote or to
consent or to receive  notice as a  shareholder  with  respect  to  meetings  of
shareholders for any matters or any rights as a shareholder of the Company,  and
(b) no  distributions  by the Company  shall be payable or accrued in respect of
this Note or the interest  represented  hereby,  or the equity  securities  into
which this Note may be converted,  until, and only to the extent that, this Note
is converted as provided in this Note and the Loan Agreement.


                                ENVISION SOLAR INTERNATIONAL, INC.
                                a Nevada corporation



                                By:/s/ Desmond Wheatley
                                   ____________________________________________
                                      Desmond Wheatley, Chief Executive Officer























                                      -3-
</TEXT>
</DOCUMENT>
