<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>ex103.txt
<TEXT>
                                SELLING AGREEMENT

                               September 06, 2011

Mr. Desmond Wheatley
Chief Executive Officer
Envision Solar International, Inc.

         RE:      OFFERING OF 9% CONVERTIBLE PROMISSORY NOTE

Gentlemen:

         Envision Solar  International,  Inc. ("ENVISION" or "the Company") is a
Nevada  corporation  engaged in the business of developing  and  commercializing
carport and other structures with integrative  photovoltaic arrays in the United
States and  internationally.  ENVISION desires to raise up to $1,000,000 through
the sale of a $1,000,000  convertible promissory note bearing simple interest at
a  rate  of  9%  per  annum  ("Note")  to  a  single  Accredited  Investor  (the
"Investor"),  convertible  at a rate of $0.29 per share of the Company's  common
stock at any time on or  before  the  maturity  date of the  Note,  pursuant  to
Regulation  D of the  Securities  Act of  1933,  as  amended  (the  "Offering").
ENVISION hereby  confirms as follows its agreement with Allied Beacon  Partners,
Inc. ("BEACON"),  a registered member in good standing of the Financial Industry
National Regulatory Association ("FINRA"),  formerly the National Association of
Securities  Dealers,  Inc., under which BEACON will act as a nonexclusive  agent
for ENVISION in connection with the Offering.

         1.  MEMORANDUM.  ENVISION has caused the  preparation of loan documents
and disclosure materials  (collectively,  "Memorandum")  relating to the sale of
the Note.

         2.  APPOINTMENT  OF  AGENT.  On  the  basis  of  the   representations,
warranties  and  covenants  herein  contained,  and  subject  to the  terms  and
conditions herein set forth, BEACON is hereby appointed as a non-exclusive agent
(except as  provided  in Section 3) of  ENVISION to offer and sell the Note to a
single  Accredited  Investor.  BEACON  covenants to offer and sell the Note on a
"best efforts" basis on behalf of ENVISION in accordance  with the terms of this
Agreement and the Memorandum,  and not to misrepresent  orally or in writing any
of the facts regarding ENVISION, its business, or the Offering. BEACON covenants
to closely supervise all of its  representatives in the Offering of the Note and
to comply with all applicable  federal and state securities laws and FINRA rules
and  regulations.  BEACON is not responsible for the contents of the Memorandum.
BEACON  covenants not to use any written material or oral statements in offering
or selling the Note which are not specifically authorized by ENVISION, provided,
that BEACON is  specifically  authorized to use the  Memorandum.  Subject to the
performance by ENVISION of its obligations to be performed hereunder, and to the
accuracy of all the  representations  and warranties  contained  herein,  BEACON
hereby accepts such agency and agrees to perform its obligations hereunder.

         3.  REPRESENTATIONS  AND WARRANTIES OF ENVISION.  ENVISION  represents,
warrants and agrees with BEACON for BEACON's benefit that:

         (a) All action  required to be taken by ENVISION as a condition to sale
of the Note has been taken.

                                      -1-
<PAGE>

         (b)  ENVISION  is duly  and  validly  organized,  existing  and in good
standing as a corporation under the laws of the State of Nevada, with full power
and authority to conduct its business and proposed  business as described in the
Memorandum.  ENVISION  has all  government  licenses  and permits  necessary  to
conduct its  business,  and is duly  qualified  to conduct  its  business in all
jurisdictions in which such qualification is necessary.

         (c) From the  commencement  of the Offering  through the termination or
expiration of the Offering,  the Memorandum will not contain an untrue statement
of a material fact or omit to state a material  fact  necessary in order to make
the  statements  therein,  in light of the  circumstances  under which they were
made, not misleading.

         (d) This Agreement has been duly and validly  authorized,  executed and
delivered by or on behalf of ENVISION,  and constitutes  the valid,  binding and
enforceable agreement of ENVISION.

         (e)  No  federal  or  state  securities  agency  has  issued  an  order
preventing or suspending the Offering or the use of the Memorandum  with respect
to the sale of the Note.  ENVISION will promptly notify BEACON upon the issuance
of any such order and furnish BEACON with a copy thereof. The Memorandum and any
amendment or supplement thereto will comply and will continue to comply with all
applicable  requirements  of the Securities Act of 1933, as amended (the "Act"),
the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  and any
other applicable  federal and state laws and regulations at all times during the
term of this Agreement.

         (f)  No  consent,  approval,   authorization  or  other  order  of  any
governmental authority is required in connection with the execution, delivery or
performance by ENVISION of this Agreement.

         (g) The execution and delivery of this  Agreement will not constitute a
breach of, or default  under,  any  instrument by which ENVISION is bound or, to
the best of their knowledge,  any order,  rule or regulation of any court or any
governmental body or administrative agency having jurisdiction over ENVISION.

         4.  BEACON  REPRESENTATIONS  AND  WARRANTIES.   BEACON  represents  and
warrants that it is duly and fully licensed  under the rules and  regulations of
the FINRA and is capable of performing and satisfying its obligations under this
Agreement.  BEACON further  represents and warrants that BEACON's  execution and
performance of this Agreement will not cause BEACON to be in default under or to
violate any agreement,  law, rule,  regulation,  order or judgment applicable to
it.

         5.  COMPENSATION  TO BEACON.  In  consideration  for BEACON's  services
hereunder,  ENVISION  covenants to pay BEACON (a) an initial selling  commission
equal to four percent (4%) of the total  purchase  price of the Note sold in the
Offering by or through  BEACON or by or through  other FINRA  licensed  entities
referred  by  BEACON,  and (b) a  subsequent  selling  commission  equal to four
percent (4%) of the total amount of the Note converted on or before the maturity
date. The initial selling  commission payable to BEACON will be paid within five
(5)  business  days  after the  purchase  of the Note.  The  subsequent  selling
commission  payable to BEACON will be paid within five (5)  business  days after
any  conversion  of the Note into  shares of the  Company's  common  stock  (the
"Shares"). BEACON shall not be entitled to a selling commission for any Note not
sold by or through  BEACON or by or through  other  FINRA  entities  referred by

                                      -2-
<PAGE>

BEACON,  but which are instead  sold by ENVISION  itself or by a third party not
referred by BEACON. In addition, as non-cash incentive  compensation for BEACON,
ENVISION  shall also  compensate  BEACON by issuing to it  Warrants  to purchase
Envision  Solar  Shares  equal to two percent (2%) of the total number of shares
resulting  from the  conversion of any portion of the Note which is converted on
or before the maturity  date.  The  Warrants  shall have a strike price of $0.29
cents each Share and shall be valid for a period of five (5) years from the date
of issuance.  The  incentive  Warrants  will be issued to BEACON within five (5)
business days after the issuance of the  conversion  Shares to the holder of the
Note.  BEACON shall be provided  with  piggy-back  registration  rights for such
incentive Shares issued to it.

         6. OFFERING COSTS.  ENVISION will pay all legal,  accounting,  printing
and other Offering  expenses  incurred by the Company from its existing  general
working capital.

         7. COVENANTS OF THE COMPANY. ENVISION covenants with BEACON that:

         (a) The term of this  Agreement  will  commence on the date first above
written and will  terminate  on the date  ("Termination  Date") which is 90 days
after the date the  Memorandum  is first  provided  by BEACON to a third  party,
unless sooner terminated or extended by the written agreement of both parties to
this Agreement.

         (b) If any event relating to the Company occurs which requires,  in the
opinion of ENVISION's  counsel,  an amendment or supplement to the Memorandum in
order that the  Memorandum  will not contain an untrue  statement  of a material
fact or omit to state a material fact  necessary in order to make the statements
therein not misleading in the light of the circumstances existing at the time it
is delivered to a subscriber,  ENVISION will forthwith  prepare the amendment or
supplement to the Memorandum and deliver a copy thereof to BEACON.  Furthermore,
ENVISION will furnish such information to BEACON as BEACON may from time to time
reasonably request.

         (c)  ENVISION  will  endeavor  in good  faith to  qualify  the Note for
offering and sale under,  or to establish the exemption of the Offering and sale
of  the  Note  from  qualification  or  registration  under,   applicable  state
securities  or "blue sky"  laws.  ENVISION  will pay all legal fees and  related
expenses in connection with qualifying the Note under said "blue sky" laws.

         (d) ENVISION will not offer to sell the Note in any state in which such
offer  would be  unlawful.  ENVISION  will bear all of the  costs and  liability
incurred  by it or BEACON as a result of the  unlawful  offer of the Note by the
Company in any state,  unless BEACON directly causes such unlawful offer without
the participation of ENVISION.

         (e) ENVISION covenants to issue financial statements and reports of the
Company in accordance with the Memorandum.

         (f) BEACON will have reasonable review and approval rights with respect
to the Memorandum and its contents.

         (g)  ENVISION  covenants  not to  terminate  the  Offering  before  the
Offering  Termination Date, as defined in the Memorandum,  and BEACON shall have
at least the full Offering period to sell the Note.

                                      -3-
<PAGE>

         (h) ENVISION  covenants  that BEACON shall have the right to obtain the
equity or financing for ENVISION from to an entity affiliated with BEACON,  such
as, by way of illustration but not of limitation,  The Greencore  Capital Equity
Fund, LLC.

         8.  PAYMENT OF  EXPENSES  AND FEES.  Except as provided in Section 5 of
this Agreement, BEACON and ENVISION will each pay their own expenses incident to
the transactions  contemplated by this Agreement.  ENVISION will bear all of the
fees and expenses incurred in printing of the Memorandum.

         9.   NONCIRCUMVENTION.   ENVISION  shall  not  directly  or  indirectly
circumvent  BEACON  or  any of  its  affiliates  with  respect  to any  investor
relationships  introduced  or made known to the Company by BEACON as a direct or
indirect  result of this Agreement  without the prior written consent of BEACON.
In the event of a breach  of this  section  by  ENVISION,  BEACON  will have all
injunctive and equitable relief available,  as well as all other remedies at law
or in equity.

         10. CONDITIONS TO BEACON'S OBLIGATIONS.  BEACON's obligations hereunder
are  subject to the  accuracy of and  compliance  with the  representations  and
warranties of ENVISION in this Agreement,  and to the performance by ENVISION of
its obligations hereunder.

         11.  CONDITIONS TO THE  OBLIGATIONS  OF ENVISION.  The  obligations  of
ENVISION  hereunder  are  subject to the  accuracy  of and the  compliance  with
BEACON's   representations  and  warranties  in  this  Agreement,   and  to  the
performance by BEACON of its obligations hereunder.

         12. TERM OF AGREEMENT.  The term of this Agreement will commence on the
date first above written and will terminate on the Termination Date.

         13. INDEMNIFICATION.

         (a) ENVISION hereby indemnifies and holds BEACON,  BEACON's affiliates,
officers, directors, shareholders, agents, employees, accountants and attorneys,
and each of them,  harmless from and against all liabilities,  claims,  damages,
losses,  costs,  attorneys fees and expenses arising directly or indirectly from
(a) the conduct of ENVISION's business,  (b) the manner and conduct of any offer
or sale of securities by persons or entities other than BEACON which conduct any
business  with  ENVISION,  (c)  any  financial  statements  or  other  financial
information prepared,  provided,  published, or disseminated by ENVISION, or (d)
the source or manner of solicitation of any  prospective  Investors  referred by
ENVISION to BEACON. In addition,  ENVISION hereby  indemnifies and holds BEACON,
BEACON's  affiliates,  officers,  directors,  shareholders,  agents,  employees,
consultants and attorneys, and each of them, harmless from and against any loss,
expense,  claim,  damage or liability to which BEACON or said other  parties may
become  subject  under any  securities  act,  common law concept,  or otherwise,
insofar as such loss,  expense,  claim, damage or liability or action in respect
thereof,  arises out of or is based in whole or in part on any untrue  statement
or alleged untrue statement of any material fact made by ENVISION,  any employee
of the Company,  or in the Memorandum,  or the omission  thereby of any material
fact  required  to be  stated  or  necessary  to make  the  statement  made to a
prospective  investor not  misleading.  ENVISION  shall  promptly  reimburse the
indemnified  parties for any reasonable legal or other expenses incurred by them
in connection with any such indemnified action or claim.

                                      -4-
<PAGE>

         (b) ENVISION  will not be liable under this  indemnity  agreement  with
respect to any claim made against BEACON or any of said other persons related to
BEACON  unless  ENVISION  is  notified  in  writing  of the nature of the claim.
ENVISION  shall be entitled to participate at its own expense in the defense or,
if it so elects within a reasonable time after receipt of such notice, to assume
the defense of any such  claims,  which  defense  shall be  conducted by counsel
chosen by it and reasonably  satisfactory to BEACON and the other said person or
persons  related to BEACON who are  defendants  in any suit so  brought.  In the
event that the ENVISION elects to assume the defense of any such suit and retain
such  counsel,  BEACON or the person or persons who are  defendants  in the suit
shall bear the fees and expenses of any additional counsel  thereafter  retained
by BEACON or them. ENVISION agrees to promptly notify BEACON of the assertion of
any claim  against it or against any person who is a control  person of ENVISION
in connection with the sale of the Note.

         (c) BEACON  agrees to  indemnify  and hold  harmless  ENVISION  and its
affiliates, officers, directors,  shareholders, agents, employees, attorneys and
accountants  against  any and all loss,  liability,  claim,  damage and  expense
whatsoever  directly or indirectly  resulting from material violations by BEACON
or its  representatives  of  any  of  BEACON's  representations,  warranties  or
covenants in this Agreement,  or of any applicable  law, rule or regulation.  In
case any action is brought against  ENVISION or any of its affiliates under such
laws,  regulations  or rules  on  account  of such  material  violation  of such
representations,  warranties  or  covenants,  BEACON  shall  have the rights and
duties given to ENVISION, and ENVISION shall have the rights and duties given to
BEACON, by the provisions of Section 15(b).

         14. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY. All
representations,  warranties and agreements  shall remain  operative and in full
force and effect, regardless of any investigation made by or on behalf of BEACON
or any person who controls BEACON,  or by or on behalf of ENVISION or any person
who controls ENVISION, for a period of four years after the Termination Date.

         15. NOTICES.  All notices,  requests,  demands and other communications
hereunder shall be deemed to have been duly given if delivered, faxed, or mailed
by first class mail:

If to ENVISION:                 Envision Solar International, Inc.
                                7675 Dagget St, Suite 150
                                San Diego, California 92111
                                Facsimile:(858) 799-4592
                                Attn: Desmond Wheatley, Chief Executive Officer

With a copy (which shall not    Mark Richardson, Esq.
constitute notice) to:          Richardson and Associates
                                1453 Third Street Promenade, Suite 315
                                Santa Monica, California 90401
                                Facsimile: (310) 393-2004

If to BEACON:                   Allied Beacon Partners, Inc.
                                7501 Boulders View Drive #601
                                Richmond, Virginia 23225
                                Fax (804) 323-1718
                                Attn: James Hintz, Chief Executive Officer

                                      -5-
<PAGE>

         16.  PARTIES.  This  Agreement  shall  inure to the  benefit  of and be
binding upon BEACON, ENVISION, and their respective successors and assigns.

         17. ENTIRE  AGREEMENT.  This Agreement  represents the entire agreement
among the parties  hereto and may not be amended  except by a writing  signed by
the party against whom enforcement of the provision is sought.

         18.  INJUNCTIVE  RELIEF.  Each  party  acknowledges  that it  would  be
impossible  to  measure in money the  damages  to the other  party if there is a
failure to comply with any covenants or provisions of this Agreement, and agrees
that in the event of any breach of any covenant or provision, the other party to
this Agreement will not have an adequate  remedy at law. It is therefore  agreed
that the other  party to this  Agreement  who is  entitled to the benefit of the
covenants or provisions of this Agreement which have been breached,  in addition
to any other  rights or  remedies  which  they may have,  shall be  entitled  to
immediate  injunctive relief to enforce such covenants and provisions,  and that
in the event that any such action or  proceeding is brought in equity to enforce
them, the defaulting or breaching party will not urge a defense that there is an
adequate remedy at law.

         19. WAIVERS.  If any party shall at any time waive any rights hereunder
resulting  from any breach by the other party of any of the  provisions  of this
Agreement,  such waiver is not to be construed  as a continuing  waiver of other
breaches  of the same or  other  provisions  of this  Agreement.  Resort  to any
remedies  referred  to herein  shall not be  construed  as a waiver of any other
rights and  remedies to which such party is  entitled  under this  Agreement  or
otherwise.

         20. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance  with the laws of the  State of  California,  and the  venue  for any
action  hereunder shall be in the appropriate  forum in the County of San Diego,
State of California.

         21. COUNTERPARTS.  This Agreement may be executed simultaneously in any
number  of  counterparts,  each of which  counterparts  shall be deemed to be an
original,   and  such  counterparts  shall  constitute  but  one  and  the  same
instrument.

         22.  ATTORNEYS'  FEES AND COSTS.  In the event that  either  party must
resort to legal action in order to enforce the  provisions of this  Agreement or
to defend  such  action,  the  prevailing  party  shall be  entitled  to receive
reimbursement  from the nonprevailing  party for all reasonable  attorneys' fees
and all other costs  incurred in  commencing  or defending  such  action,  or in
enforcing this Agreement, including but not limited to post-judgment costs.

         23. FURTHER ACTS. The parties to this Agreement hereby agree to execute
any other documents and take any further actions which are reasonably  necessary
or  appropriate  in order to implement  the  transactions  contemplated  by this
Agreement.

         24. TIME OF ESSENCE.  Time is of the essence in the  performance of the
obligations under this Agreement.

                                      -6-
<PAGE>

         25.  AUTHORIZED  SIGNATURES.   Each  party  to  this  Agreement  hereby
represents  that the persons  signing below are duly  authorized to execute this
Agreement on behalf of their respective party.

         26.   EXECUTION.   If  the  foregoing  is  in   accordance   with  your
understanding  of our  Agreement,  kindly  sign and  return to us a  counterpart
hereof,  whereupon  this  Agreement  along with all  counterparts  will become a
binding Agreement between BEACON and ENVISION in accordance with its terms.



                                       Very truly yours,

                                       ALLIED BEACON PARTNERS, INC.
                                       a Florida Corporation


                                       By:
                                         ------------------------------
                                            James Hintz
                                            Chief Executive Officer
CONFIRMED AND ACCEPTED:

ENVISION SOLAR INTERNATIONAL, INC.,
a Nevada Corporation


By:  /s/ Desmond Wheatley
     --------------------------------
     Desmond Wheatley
     Chief Executive Officer


























                                      -7-
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</DOCUMENT>
