<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>ex9918kdec232011.txt
<TEXT>















                                  EXHIBIT 99.1


      Second Extension and Amendment Agreement with Gemini Master Fund, Ltd



<PAGE>

                    SECOND EXTENSION AND AMENDMENT AGREEMENT

         This Second Extension and Amendment Agreement (this "AGREEMENT"), dated
as of December 23, 2011 and  effective as of December 31, 2011,  is entered into
by  and  among  Envision  Solar   International,   Inc.,  a  Nevada  corporation
("COMPANY"),   Envision  Solar  Construction,  Inc.,  a  California  corporation
(collectively with any other guarantors of the Notes, the "ENVISION  GUARANTORS"
or  "GUARANTORS"),  and Gemini Master Fund,  Ltd., a Cayman Islands  corporation
(the "INVESTOR"),  and Gemini Strategies,  LLC ("COLLATERAL AGENT"). The Company
and the Guarantors are sometimes referred to herein individually as an "ENVISION
ENTITY" and  collectively  as the "ENVISION  ENTITIES".  Capitalized  terms used
herein, but not otherwise  defined,  shall have the meanings ascribed to them in
that  certain  Securities  Purchase  Agreement,  dated as of November  12, 2008,
between the Company and the Investor (the  "PURCHASE  AGREEMENT"),  that certain
Assumption Agreement, dated as of February 12, 2010, between the Company and the
Investor  (the  "ASSUMPTION  AGREEMENT"),  that certain  Extension and Amendment
Agreement,  dated as of December 31, 2011,  between the Company and the Investor
(the "FIRST EXTENSION AGREEMENT"),  or the Notes or other Transaction Documents,
as applicable.

                                R E C I T A L S:

         WHEREAS,  pursuant to the Assumption  Agreement,  the Company issued to
the Investor that certain Second Amended and Restated Secured Bridge Note in the
original principal amount, as of the issuance date thereof of February 12, 2010,
equal to $811,792.20, which as of December 31, 2010 had an outstanding principal
amount equal to $968,854.86 pursuant to the First Extension Agreement ("ORIGINAL
NOTE");

         WHEREAS, on or about March 10, 2010, the Investor loaned to the Company
an additional $75,000,  which loan was evidenced by an additional Secured Bridge
Note issued by the Company to the Investor in the amount of $75,000, which as of
December  31,  2010 had an  outstanding  principal  amount  equal to  $88,717.82
pursuant to the First Extension Agreement ("MARCH 2010 NOTE");

         WHEREAS, on or about April 22, 2010, the Investor loaned to the Company
an additional $50,000,  which loan was evidenced by an additional Secured Bridge
Note issued by the Company to the Investor in the amount of $50,000, which as of
December  31,  2010 had an  outstanding  principal  amount  equal to  $58,315.90
pursuant to the First Extension  Agreement ("APRIL 2010 NOTE", and together with
the Original Note and the March 2010 Note, the "NOTES");

         WHEREAS,  the  Guarantors  have entered  into that  certain  Subsidiary
Guarantee,  dated as of November 12, 2008 (the  "GUARANTEE"),  pursuant to which
each  Guarantor has guaranteed the  satisfaction  of all the  obligations of the
Company under the Transaction Documents, including without limitation all of the
Notes;

         WHEREAS,  during the time periods  after the  original  issuance of the
Transaction  Documents but before the signing of this  document,  Envision Solar
Residential Inc., a California corporation, and Envision Africa, LLC, a Delaware
limited  liability  company,  both of which were  guarantors in the  Transaction

                                      -1-
<PAGE>

Documents, and both of which had no assets or external liabilities,  were closed
and are no longer valid entities;

         WHEREAS  (a)  on or  about  February  12,  2010  the  Company  and  the
Guarantors  entered  into  that  certain  Security  Agreement,  (b) on or  about
November 12, 2008 the Company's predecessor and the Guarantors entered into that
certain  Security  Agreement  and that certain  Intellectual  Property  Security
Agreement,  and (c) on or about December 31, 2010 the Company  entered into that
certain  Intellectual  Property Security Agreement (all such security agreements
collectively, the "SECURITY AGREEMENTS"),  pursuant to which the Company and the
Guarantors have each granted a security interest in its assets and properties to
the  Investor and the  Collateral  Agent to secure the  satisfaction  of all the
obligations of the Envision Entities under the Transaction Documents,  including
without limitation all of the Notes;

         WHEREAS,  the Company will be unable to repay the Notes on the Maturity
Date therefor; and

         WHEREAS, the Company desires, and the Investor is willing to accept, an
extension  of the  Maturity  Date under all the Notes  pursuant to the terms and
conditions set forth herein;

                               A G R E E M E N T:

         NOW,  THEREFORE,  in  consideration of the foregoing and subject to the
terms  and  conditions  herein  contained,  and  for  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

1.  EXTENSION.  The  Maturity  Date under all the Notes is hereby  amended to be
December 31, 2012.

2. PRINCIPAL.  The Company,  the Guarantors and the Investor hereby acknowledge,
confirm and agree that the principal amount  outstanding under each of the Notes
as of December  31, 2010 and  December  31, 2011 was and will be as set forth on
Schedule  A attached  hereto.  The  Company  unconditionally  owes such  amounts
outstanding  under  the  Notes  to the  Investor,  without  offset,  defense  or
counterclaim of any kind, nature or description whatsoever.

3. INTEREST.  The Company,  the Guarantors and the Investor hereby  acknowledge,
confirm and agree that the interest  rate under each note will hereby be reduced
to a per annum interest rate of 10% without any change to the methodology of the
calculation of said interest beyond such interest rate.

4.  CONVERSION.  The  Conversion  Price under each of the Original  Note and the
March 2010 Note is hereby  amended to equal $0.20,  subject to adjustment as set
forth in Section 5 of each such Note. The April 2010 Note shall be  convertible,
in whole or in part at any time and from  time to time,  into  shares  of Common
Stock at the  option of the  Investor  on the same terms and  conditions  as set
forth in  Sections  4 and 5 of the  Original  Note and the March 2010 Note as if
such  Sections  were set forth in the April 2010 Note.  For  clarification,  the
Conversion  Price under the April 2010 Note shall be equal to $0.20,  subject to
adjustment as set forth in such Section 5 incorporated therein by reference, and

                                      -2-
<PAGE>

conversion  under  the  April  2010  Note  shall be  subject  to the  conversion
limitations set forth in such Section 4(c) incorporated therein by reference.

5. OTHER AGREEMENTS.

         5.1. REFERENCES TO NOTES AND TRANSACTION  DOCUMENTS.  All references in
the Transaction  Documents and herein to (i)  "Transaction  Documents"  shall be
deemed to be references to the  Transaction  Documents (as currently  defined in
the  Purchase  Agreement  and  as  amended  by  the  amendments  thereto),  this
Agreement,  the First Extension Agreement, the Forbearance Agreement, the Casita
Security  Agreement,  the Security  Agreements,  the Guarantee,  the Notes,  the
Assumption Agreement,  and the Lock-Up Agreements,  (ii) "Note" or "Notes" shall
be deemed to be  references to  collectively  the Notes,  as amended  (including
without limitation any future Notes issued to the Investor), and (iii) "Security
Agreement"   shall  be  deemed  to  include  without   limitation  the  Security
Agreements.

         5.2. DISCLOSURE.  If the Company takes the position that the amendments
and transactions  contemplated hereby constitute material non-public information
concerning  the  Company,  then the  Company  shall,  within two  business  days
following  the  date  hereof,  file a Form  8-k  and/or  issue a  press  release
disclosing the material terms of the transactions  contemplated  hereby.  If the
Company  does not so file any Form 8-k or  issue  any  press  release,  then the
Company hereby  represents  and warrants that the  amendments  and  transactions
contemplated hereby do not constitute material non-public information concerning
the  Company.  The Company and the  Investor  shall  consult  with each other in
issuing any other press releases with respect to the  transactions  contemplated
hereby and other press releases to be issued by the Company.

         5.3. SECURITY CONTINUED.  The Envision Entities'  obligations under all
the Transaction  Documents,  including without limitation this Agreement and the
Notes,  shall be secured by all the assets of the Envision  Entities pursuant to
the Security Agreements as if this Agreement and the Notes were in effect at the
time of  execution of such  Security  Agreements  and  referenced  therein.  The
Envision Entities' shall execute such other agreements,  documents and financing
statements  reasonably  requested  by the  Investor,  which will be filed at the
Company's expense with the applicable jurisdictions and authorities.

         5.4.  NO  NOVATION;  RULE 144.  The Notes as amended  hereby  shall not
constitute  a novation  or  satisfaction  and accord of the Notes.  The  Company
hereby acknowledges and agrees that the Notes are merely amended hereby and that
the Investor has not given any  consideration  to the Company in connection with
such amendments, and this Agreement shall not extinguish or release any Envision
Entity under any Transaction  Document or otherwise constitute a novation of its
obligations  thereunder.   For  purposes  of  Rule  144  promulgated  under  the
Securities  Act,  the holding  period of the Notes shall not be affected by this
Agreement.  The Company agrees to take all actions necessary to issue all shares
of Common Stock issuable upon  conversion of the Notes without  restriction  and
not  containing  any  restrictive  legend.  The  Company  agrees not to take any
position contrary to this paragraph.

                                      -3-
<PAGE>

6. MISCELLANEOUS.

         6.1. EFFECT OF THIS AGREEMENT.  Except as modified  pursuant hereto, no
other  changes or  modifications  to the  Transaction  Documents are intended or
implied  and  in  all  other  respects  the  Transaction  Documents  are  hereby
specifically  ratified,  restated and confirmed by all parties  hereto as of the
effective  date  hereof.  To the extent of  conflict  between  the terms of this
Agreement and the original  Transaction  Documents,  the terms of this Agreement
shall control.  The Transaction  Documents,  including  without  limitation this
Agreement, shall be read and construed as one agreement.

         6.2.  ACKNOWLEDGMENT  AND  CONTINUATION  OF  SECURITY  INTERESTS.   The
Envision  Entities hereby  acknowledge,  confirm and agree that (a) the Investor
has and shall continue to have valid,  enforceable  and perfected Liens upon and
security  interests  in the  assets  and  properties  of the  Envision  Entities
heretofore granted to the Investor pursuant to, and having first priority as set
forth  in,  the  Security   Agreements,   securing  all  obligations  under  the
Transaction  Documents,  including without  limitation all the Notes (as amended
hereby),  and (b) the Notes, as amended pursuant to this Agreement,  continue to
be guaranteed by the Guarantors pursuant to the Guarantee. The Envision Entities
hereby  acknowledge,  confirm and agree that the Investor has and shall continue
to have valid and enforceable  assignments of the patents,  trademarks and other
intellectual  property  and other  assets  assigned  by the  Envision  Entities,
including  without  limitation  those  listed  on the  annexes  to the  Security
Agreements.

         6.3.  EXPENSES.  The  Company  shall  reimburse  the  Investor  for all
expenses  (including  without limitation legal fees and expenses) incurred or to
be incurred by it in connection with this Agreement.

         6.4. FURTHER  ASSURANCES.  The parties hereto shall execute and deliver
such additional  documents and take such additional  action as may be reasonably
necessary  or  desirable  to  effectuate  the  provisions  and  purposes of this
Agreement.

         6.5. GOVERNING LAW. The rights and obligations hereunder of each of the
parties hereto shall be governed by and interpreted and determined in accordance
with the internal  laws of the State of New York without  regard to principle of
conflicts  of  laws,  but  excluding  any  rule  of law  that  would  cause  the
application of the law of any  jurisdiction  other than the laws of the State of
New York.

         6.6.  COUNTERPARTS.  This  Agreement  may be  executed in any number of
counterparts, but all of such counterparts shall together constitute but one and
the same agreement. In making proof of this Agreement, it shall not be necessary
to produce or account for more than one  counterpart  thereof  signed by each of
the parties  hereto.  Delivery of an executed  counterpart  of this Agreement by
telefacsimile  or .pdf shall have the same  force and effect as  delivery  of an
original executed counterpart of this Agreement.

         6.7. NEW YORK CIVIL  PROCEDURE LAW AND RULES  SECTION  3213.  The Notes
shall be deemed an unconditional obligation of each of the Envision Entities for
the  payment of money  and,  without  limitation  to any other  remedies  of the
Investor,  may be enforced against the Envision  Entities by summary  proceeding

                                      -4-
<PAGE>

pursuant to New York Civil  Procedure  Law and Rules Section 3213 or any similar
rule or statute in the jurisdiction where enforcement is sought. For purposes of
such rule or statute,  any other document or agreement to which the Investor and
the Envision  Entities are parties or which any Envision Entity delivered to the
Investor,  which may be  convenient  or necessary to  determine  the  Investor's
rights under the Notes or any Envision Entity's  obligations to the Investor are
deemed a part of the Notes,  whether or not such other document or agreement was
delivered together with the Notes or was executed apart from the Notes.

         6.8.  GUARANTOR  DISSOLUTION.  The Company represents and warrants that
Envision Solar Residential Inc., a California corporation,  and Envision Africa,
LLC, a Delaware  limited  liability  company,  each a former  subsidiary  of the
Company,  have  been  dissolved  and all  remaining  assets,  if any,  have been
transferred to the Company.

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                                      -5-
<PAGE>


           IN WITNESS WHEREOF,  the parties hereto have caused this Agreement to
be duly executed on the day and year first above written.


ENVISION SOLAR INTERNATIONAL, INC., a Nevada corporation

By:_____________________________________________________
Name:  Desmond Wheatley
Title:    CEO

ENVISION SOLAR CONSTRUCTION, INC., a California corporation

By:________________________________________________________
Name:  Desmond Wheatley
Title:    CEO
Title:    CEO

GEMINI MASTER FUND, LTD.
By: GEMINI STRATEGIES, LLC, as investment manager

      By:
          _________________________________________________
      Name:  Steven Winters
      Title:  Managing Member

GEMINI STRATEGIES, LLC, as Agent

By:
    _______________________________________________________
Name:  Steven Winters
Title:  Managing Member

















                                      -6-
<PAGE>
<TABLE>
<CAPTION>

                                                     SCHEDULE A

---------------------------- ---------- ------------ ----------- --------------------------------------------------------
                                         ORIGINAL
           NOTE                          ISSUANCE    INTEREST
                             NOTE NO.      DATE      RATE - NEW                     PRINCIPAL AMOUNT
---------------------------- ---------- ------------ ----------- --------------------------------------------------------
                                                                     ORIGINAL        AS OF 12/31/10      AS OF 12/31/11
---------------------------- ---------- ------------ ----------- ----------------- -------------------- -----------------
<S>                          <C>        <C>          <C>         <C>               <C>                  <C>
SECOND AMENDED AND
RESTATED SECURED BRIDGE
NOTE                          2010-1      2/12/10       10%           $811,792.20          $968,854.86     $1,090,454.68
---------------------------- ---------- ------------ ----------- ----------------- -------------------- -----------------

SECURED BRIDGE NOTE           2010-2      3/10/10       10%            $75,000.00           $88,717.82        $99,852.69
---------------------------- ---------- ------------ ----------- ----------------- -------------------- -----------------

SECURED BRIDGE NOTE           2010-3      4/22/10       10%            $50,000.00           $58,315.90        $65,635.06
(FORMERLY NON-CONVERTIBLE)
</TABLE>
</TEXT>
</DOCUMENT>
