<SEC-DOCUMENT>0001065949-11-000164.txt : 20110909
<SEC-HEADER>0001065949-11-000164.hdr.sgml : 20110909
<ACCEPTANCE-DATETIME>20110909164913
ACCESSION NUMBER:		0001065949-11-000164
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20110906
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20110909
DATE AS OF CHANGE:		20110909

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Envision Solar International, Inc.
		CENTRAL INDEX KEY:			0001398805
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-ENGINEERING SERVICES [8711]
		IRS NUMBER:				208457250
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-53204
		FILM NUMBER:		111083982

	BUSINESS ADDRESS:	
		STREET 1:		7675 DAGGET STREET
		STREET 2:		SUITE 150
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92111
		BUSINESS PHONE:		858-799-4583

	MAIL ADDRESS:	
		STREET 1:		7675 DAGGET STREET
		STREET 2:		SUITE 150
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92111

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Casita Enterprises, Inc.
		DATE OF NAME CHANGE:	20070508
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>envision8ksept2011.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 6, 2011

                       ENVISION SOLAR INTERNATIONAL, INC.
               -------------------------------------------------
             (Exact name of registrant as specified in its charter)

          NEVADA                      333-147104                26-1342810
----------------------------  --------------------------    --------------------
(State or other Jurisdiction   (Commission File Number)       (IRS Employer
     of Incorporation)                                      Identification No.)

               7675 DAGGET STREET, SUITE 150, SAN DIEGO, CA 92111
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


       Registrant's telephone number, including area code: (858) 799-4583


--------------------------------------------------------------------------------
          (Former name or former address if changed since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:


o    Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

o    Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

o    Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))



<PAGE>

ITEM 1.01:  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
------------------------------------------------------


         On  September 6, 2011,  Envision  Solar  International,  Inc., a Nevada
corporation  (the  "Company")  entered into a loan  agreement and  corresponding
convertible  promissory note in the original principal amount of $1,000,000 with
an investor (the "Lender").  The note bears simple interest at an annual rate of
nine percent (9%) with all principal and accrued  interest  payable on or before
December 31, 2012,  unless sooner converted into common stock. The holder of the
note can  convert  any  amount due under the note into  shares of the  Company's
common stock at a conversion price of $0.29 per share.

         On September 6, 2011, the Company entered into a selling agreement with
Allied Beacon Partners,  Inc. ("Allied Beacon"), a registered  securities broker
dealer,  to place the $1,000,000  convertible  note. The Lender is a customer of
Allied Beacon.  Allied Beacon will be compensated  four percent (4%) of the note
balance in cash upon execution,  four percent (4%) in cash for any amount of the
loan balance  subsequently  converted into shares of the Company's common stock,
and an  additional  two  percent  (2%) of any  converted  shares  payable in the
equivalent  number of warrants to purchase the Company's common stock, each with
a five (5) year term and a $0.29 strike price.

          Copies of these  agreements are attached hereto as exhibits 10.1, 10.2
and 10.3 and are incorporated herein by reference.


ITEM 2.03:  CREATION OF A DIRECT  FINANCIAL  OBLIGATION OR AN  OBLIGATION  UNDER
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
--------------------------------------------------------------------------------

         The  information  provided in Item 1.01 of this Current  Report on Form
8-K is incorporated by reference into this Item 2.03.


ITEM 9.01:  FINANCIAL STATEMENTS AND EXHIBITS.
----------------------------------------------

         (d) Exhibits

                  10.1     Loan agreement between Envision Solar  International,
                           Inc and Gerald Hickson.

                  10.2     Convertible  Promissory  Note between  Envision Solar
                           International, Inc. and Gerald Hickson.

                  10.3     Selling     Agreement    between    Envision    Solar
                           International, Inc and Allied Beacon Partners, Inc.


                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.





                                     ENVISION SOLAR INTERNATIONAL, INC.

September 9, 2011                    By: /s/ Desmond Wheatley
                                     -----------------------------------------
                                     Desmond Wheatley, Chief Executive Officer


                                      -2-
</TEXT>
</DOCUMENT>
<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>
<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>
<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-
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
