<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex101.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                  EXHIBIT 10.1


<PAGE>

                                SELLING AGREEMENT

                                 January 7, 2013

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

     RE:  OFFERING OF 4,000,000 UNITS - 8,000,000 SHARES AND 4,000,000  WARRANTS
          EXERCISABLE FOR ONE YEAR AT $.20 PER SHARE

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 $1,200,000 through a
Unit offering consisting of 4,000,000 units with each unit consisting of two (2)
shares of common  stock and one  warrants  to purchase  an  additional  share of
common stock at $0.20 per share.  The offering is for Accredited  Investors (the
"Investors"), 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  Subscription
Agreements and disclosure materials (collectively, "Memorandum") relating to the
sale of the Units.

     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 Units to  Accredited
Investors.  BEACON  covenants  to offer and sell the  Units 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 Units 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  Units  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 Units has been taken.
<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 Units. 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 eight percent (8%) of the total capital  contributed to the Offering by
or through  BEACON or by or through other FINRA  licensed  entities  referred by
BEACON.  The initial  selling  commission  payable to BEACON will be paid within
five (5) business days after the purchase of Units. BEACON shall not be entitled
to a selling  commission  for any Units not sold by or  through  BEACON or by or
through other FINRA entities  referred by 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 the  number of  warrants  to  purchase  shares of the
Company's  common stock equal to five percent (5%) of the total number of Shares

                                      -2-
<PAGE>

sold within the Units sold. The incentive Shares will be issued to BEACON within
five (5)  business  days after the  issuance  of the Shares to the holder of the
Units.  Each  warrant  allows for the purchase of one common share over five (5)
years from date of  issuance  at an  exercise  price of $0.25 per share.  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  in or unless  the Sales  Termination  Date,  as  defined in the
Memorandum, occurs first and is not extended by the Company.

          (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 Units for
offering and sale under,  or to establish the exemption of the Offering and sale
of  the  Units  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 Units under said "blue sky" laws.

          (d)  ENVISION  will not  offer to sell the Units 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 Units 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 that BEACON shall have the right to obtain the
equity or financing for ENVISION from to an entity affiliated with BEACON.

     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.

                                      -3-
<PAGE>

     9.  NONCIRCUMVENTION.  ENVISION shall not directly or indirectly circumvent
BEACON or any of its affiliates with respect to any relationships  introduced or
made  known to the  Company  by BEACON as a direct  or  indirect  result of this
Agreement,  including but not limited to investors,  customers,  suppliers,  and
professionals,  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.

          (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  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

                                      -4-
<PAGE>

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 Units.

          (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  by BEACON  or its  representatives,
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:                    7501 Boulders View Drive #601
                                 Richmond, Virginia 23225
                                 Fax (804) 323-1718
                                 Attn: James Hintz, Chief Executive Officer

     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.

                                      -5-
<PAGE>

     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.

     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.


                                      -6-
<PAGE>


                                               Very truly yours,

                                               ALLIED BEACON PARTNERS, INC.
                                               a Wisconsin Corporation


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

ENVISION SOLAR INTERNATIONAL, INC.,
a Nevada Corporation


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






















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