<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex102.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
                                  EXHIBIT 10.2

<PAGE>

                          ENVISION SOLAR INTERNATIONAL
                              CONSULTING AGREEMENT


THIS CONSULTING  AGREEMENT (the "Agreement") is made effective as of January 10,
2013, (the "Effective Date") by and between,  Envision Solar  International with
principal  place of business  located at 7675 Dagget,  Suite 150, San Diego,  CA
92111 (the "Client") and GreenCore  Capital,  LLC a Delaware  Limited  Liability
Company with its primary office located at 600 W. Broadway,  Suite 960 San Diego
(the "Consultant").  The Client and the Consultant are also hereinafter referred
to as the "Party" or "Parties".


     WHEREAS,  Client is a supplier of  integrated  solar  solutions  as well as
     other renewable energy systems;

     WHEREAS,  Client is desirous of  expanding  the market for its products via
     consumer  purchase and lease  opportunities  offered through  companies and
     organizations or other qualified customers;

     WHEREAS,  Client is desirous of securing debt and/or equity  financing from
     time to time to facilitate growth and project execution;

     WHEREAS,  Consultant has relevant expertise,  contacts and knowledge within
     the Capital  Finance and  Renewable  Energy  industries  and is desirous of
     offering  consulting  services in furtherance of Client's market  expansion
     goals upon the terms and conditions prescribed below;

     NOW,  THEREFORE,  in  consideration  of the mutual  covenants  and promises
     contained in this Agreement, the Parties agree as follows:

1.   TERM AND SCOPE :

     1.1  This Agreement shall commence upon the Effective Date and shall remain
          in full force in effect for a first  period,  starting  at signing and
          ending  31 Dec 2013  (the  "Initial  Term").  Upon  expiration  of the
          Initial Term, and provided that this Agreement has not been terminated
          pursuant  to  Section  8  or  otherwise,  the  Initial  Term  will  be
          automatically  extended by successive periods of one (1) calendar year
          each, unless during the Initial Term or a successive term either Party
          provides to the other party written notice of non-renewal no less than
          fifteen (15) calendar days prior to the expiration of the Initial Term
          or  successive  term,  as the case may be.  The  Initial  Term and any
          subsequent renewals shall collectively be refereed to as the "Term".

     1.2  Subject  to the terms and  conditions  of this  Agreement,  the Client
          hereby retains  Consultant as a consultant,  advisor and sales channel
          with respect to the sale, promotion and marketing of Client's products
          within  the  Field  Of Use  and to  advise  and  consult  on the  most
          advantageous  positioning of the Company and the creation of documents
          and  materials  to secure debt or equity  financing at terms which are
          most beneficial to the Company, its projects and its shareholders (the
          "Services") and Consultant agrees, subject to the terms and conditions
          of this  Agreement,  to render such  Services  during the Term of this
          Agreement.  For purposes of this Agreement,  "Field Of Use" shall mean
          entities and service providers that are engaged in the commercial real
          estate  industry,  the  automotive  industry and the Renewable  Energy
          industry  in the  United  States  as well  as any  other  entities  or
          providers  to  which  the  Parties  mutually  agree  in  writing.  The
          Consultant  shall at all times use its best efforts in providing  such
          Services.  The Consultant shall create and deliver any deliverables or
          work  product  associated  with the Services in a format and at a time
          reasonably  acceptable to the Client and consistent with the provision
          of the  Services.  The  Consultant  will work for the Client under the
          general  direction of Desmond Wheatley or such other  individual(s) or
          department(s) as may be designated by the Client from time to time.


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     1.3  Consultant  shall  provide  Client on a monthly  basis  with a list of
          those persons and/or entities that Consultant has approached and which
          have  demonstrated a "Bona Fide Interest" in the Client's  products or
          in providing debt or equity  financing during such month and which the
          Client has approved in writing (each person or entity being a "Covered
          Customer"  or "Covered  Investor").  For  purposes of this  Agreement,
          "Bona Fide  Interest"  means interest which has resulted in active and
          ongoing   negotiations  with  such  potential   customer  or  investor
          regarding  sales of  Client's  products  or the  placement  of debt or
          equity financing. Consultant shall not approach, market or promote the
          Client or its products to persons and/or entities outside of the Field
          Of Use or otherwise  perform Services under this Agreement with regard
          to any person  and/or  entity  outside of the Field Of Use unless they
          have permission from Client (see 1.2).

     1.4  The  Consultant  shall  regularly  report to the Client  regarding its
          efforts on Client's behalf.

     1.5  The  Consultant  shall provide all of its own  equipment,  tools,  and
          office space necessary to perform the Services under this Agreement.

     1.6  Throughout the Term of this Agreement, the Consultant agrees to devote
          its best efforts to performing the Services with diligence and care on
          behalf of the Client.  The Parties  each  individually  represent  and
          acknowledge  that the performance of the Services under this Agreement
          does not conflict with any duties or  obligations  that such Party may
          have to any third party and does not violate  any other  agreement  to
          which such Party is already a party.  Each Party shall  indemnify  and
          hold harmless the other Party,  its employees,  directors,  agents and
          assigns against any claims, liability,  loss, cost, actions or demands
          (including without limitation reasonable attorney fees) arising out of
          or relating to any conflict or violation of any third-party  agreement
          by such Party.

     1.7  The Parties each  individually  represent and warrant that any and all
          information,  code, programs, processes, practices or techniques which
          such Party will describe,  demonstrate,  divulge, use, or in any other
          manner  make  known to the  other  Party  during  the  performance  of
          Services  (collectively,  the  "Property")  may be divulged and freely
          used by such divulging Party,  without any obligation to, or violation
          of, any right of others,  and without  violation of any law or payment
          of any royalty.

     1.8  Throughout  the  Term  of  this  Agreement,  the  Consultant  and  its
          directors,  officers,  representatives,  agents  and  employees  shall
          comply with all federal,  state, local,  foreign and/or  international
          laws and regulations  applicable to the Consultant's  business and its
          performance of its obligations under this Agreement.


2.   RELATIONSHIP OF THE PARTIES:

     2.1  It is  understood  and  agreed  that  Consultant  will act under  this
          Agreement  as an  independent  contractor  and  that  nothing  in this
          Agreement  or  the  nature  of any  services  rendered  in  connection
          herewith  shall be deemed to  create  an agency  relationship  between
          Consultant and the Client.  Consultant has no authority to, and agrees
          not to,  assume or create  any  obligation  or  liability,  express or
          implied,  on the Client's behalf,  or to bind the Client in any manner
          or to anything whatsoever. The Consultant represents and warrants that
          it will not make  any  warranties  or  representations  regarding  the
          Client or its products except as expressly stated in this Agreement or
          as otherwise may be authorized in writing by Client from time to time.

     2.2  Payments  made to  Consultant  hereunder  may be subject to applicable
          federal,  state,  and local tax withholding  laws. The Client makes no
          representations  regarding the tax  implications  of the  compensation
          provided  for in this  Agreement.  The Client  advises  Consultant  to
          consult with a tax  professional  and/or its attorney  regarding  such
          implications   and   the   Consultant's   responsibilities   regarding
          fulfillment  of  its  taxation  obligations.  Consultant  specifically
          acknowledge  and agrees that: (i)  Consultant  shall be liable for all
          taxes  assessed  by any  federal,  state,  or local  authorities  with
          respect  to the  compensation  provided  herein;  and (ii) that to the

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          extent required by law and/or otherwise reasonably deemed necessary by
          the  Client,  the Client is  authorized  to  withhold  such taxes from
          compensation due Consultant hereunder.

3.   COMPENSATION, INVOICING AND PAYMENT:

     3.1  For  its  Services  rendered   hereunder,   Consultant  shall  receive
          compensation  equal to five percent (5 %) of the total,  or portion of
          the total " Sale Price" actually received by the Client from a Covered
          Customer,  which is not an existing customer of the Company ("Existing
          Customer"),  of any sale of  product  within  the Field Of Use made by
          Client  during the Term to a Covered  Customer  or  otherwise  made by
          Client as a direct result of Consultant's efforts hereunder during the
          Term. ("Base  Compensation").  For purposes of this Agreement,  "Sales
          Price " shall mean the dollar amount  representing the invoiced amount
          that the customer pays to the client. Sales made to Existing Customers
          of the Company  shall be  compensated  on a case by case basis and the
          final amount of the  compensation  shall be decided,  after discussion
          with the Consultant,  in the sole  discretion of the Company.  For the
          purposes of this agreement  Existing Customer shall mean any customer,
          or affiliate or associate of that customer, with which the Company has
          an existing  relationship or The Company can demonstrate that the sale
          has come  about  as a  result  of the  Company's  activities  with the
          Existing Customer.


     3.2  Nothing in this Agreement  shall obligate the Client to enter into any
          sale or transaction with any Covered  Customer.  The Client may refuse
          to conclude any agreement or  transaction  with or without good cause.
          No compensation  of any kind will be payable to Consultant  under this
          Agreement in the event that a sale or transaction is not  consummated,
          for any reason  whatsoever,  including without limitation the fault or
          default of the Client.

     3.3  From  time to time  the  Client  may task the  Consultant  to  perform
          certain business  development  activities and/or to advise and consult
          on the  most  advantageous  positioning  of  the  Company  and/or  the
          creation of documents  and  materials  to aid in the securing  debt or
          equity financing. In the event that the Client requests Services which
          are not  compensated  under the terms of section 3.1 of this agreement
          Consultant  shall invoice,  monthly,  in arrears,  Client,  and Client
          shall pay to consultant,  within thirty days of receiving the invoice,
          the sum of two hundred and fifty  dollars  ($250.00) for each hour the
          Consultant  works  in  the  furtherance  of  rendering  such  Services
          provided that Consultant shall not perform hourly Services without the
          prior  written  approval  of the  Client  and in any  event  shall not
          invoice for more than 100 hours in any calendar month.

     3.4  Consultant  shall invoice for and receive a payment of eight  thousand
          dollars  ($8000.00) for the first month  commencing upon the execution
          of this agreement and five thousand dollars  ($5000.00) for each month
          thereafter,  in advance as a retainer  against any hourly billings for
          Services,  which are not compensated in accordance with section 3.1 of
          this  agreement.  Each  invoice  described  in  section  3.3  of  this
          agreement shall include any retainer  payments received for the period
          as a credit against the final invoice for that month.

     3.5  Consultant shall have the option to receive restricted Envision common
          shares for any  outstanding  invoice at a price in line with all state
          and federal security laws.

     3.6  The  Client  has the  right to cease to pay the  retainer  during  any
          period where hourly services are not anticipated.

4.   BENEFITS:

     The Consultant  understands  and agrees that as an independent  contractor,
     the  Consultant  shall not be entitled  to receive any benefit  payments or
     participate in any benefit  program  offered by Client.  Upon the effective
     date of this  Agreement,  the Consultant  voluntarily  waives any interest,

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     claim or  entitlement  to, or right to  participate  in, and  affirmatively
     elects not to enroll in or participate in, any retirement,  pension,  401k,
     health care,  or other benefit plan  maintained by the Client.  This waiver
     will  remain  in full  force  and  effect  regardless  of  findings  by any
     governmental agency.

5.   CONFIDENTIALITY:

     Client  and  Consultant  are  parties to a certain  Mutual  Confidentiality
     Agreement (the  "Confidentiality  Agreement").  The terms and provisions of
     such  Confidentiality  Agreement are hereby incorporated by reference as if
     fully set forth herein.  Notwithstanding anything to the contrary contained
     in the Confidentiality Agreement, the Consultant will not publish, disclose
     to third parties,  utilize for the Consultant's  own benefit,  or otherwise
     make use of any of the Client's (or Client's  customers)  trade  secrets or
     other  confidential  information  concerning  the Client or its  customers,
     except to the extent necessary to carry out the Consultant's obligations to
     the  Client  hereunder  or with the prior  written  consent  of the  Client
     (and/or Client's customer, as applicable).  For purposes of this Agreement,
     "Confidential  Information"  shall  have  the  meaning  prescribed  in  the
     Confidentiality  Agreement  and  shall  include,  without  limitation,  any
     financial or  accounting  information  regarding the business of the Client
     that has not been  publicly  reported or  released,  including  information
     regarding  revenues,  anticipated  revenues,  expenses  and  costs,  profit
     margins and cash flow,  information  regarding the Client's customers,  the
     Client's business plans and strategies,  forecasts and projections, pricing
     information, customer proposals and contracts, employee information and any
     other  information  developed,  in the possession of or owned by the Client
     that the Client does not disclose publicly.

6.   INTELLECTUAL PROPERTY AND WORK PRODUCT:

     6.1  All  work  performed  by the  Consultant  for the  Client  under  this
          Agreement  is in the nature of "work for hire".  Consultant  expressly
          agrees that all data, electronic or paper documents, models, programs,
          methods, inventions, innovations, reports or other work product of any
          kind and all works based upon,  derived  from,  or  incorporating  the
          foregoing  which have been,  or will be,  prepared  by the  Consultant
          within  the  scope  of the  consulting  services  provided  hereunder,
          including any contribution  (whether  individual or  collaborative) to
          such  materials  created by the  Consultant in the course of providing
          the Services  (collectively  "Innovations") shall be deemed "works for
          hire" and shall be the shall be the sole and exclusive property of the
          Client.   "Innovations"   shall   also   include   any  work   product
          incorporating,   utilizing   or   based-upon   any  of  the   Client's
          confidential  information.  The Consultant hereby irrevocably  assigns
          and/or agrees to irrevocably  assign to the Client, its successors and
          assigns,  any and all of its right,  title and  interest in and to any
          and  all   Innovations  and  to  any  copyright,   trademark,   patent
          applications  or Letters Patent  thereon  developed for and during the
          performance of the Services for the Client.  The Consultant  agrees to
          execute whatever documents may be reasonably necessary at the Client's
          request,  and  without  further  compensation,  in order to assign the
          rights in any such  Innovations  to the  Client.  Notwithstanding  the
          foregoing  and those  confidentiality  requirements  set forth  above,
          nothing in this clause  shall  affect the  Consultant's  rights to any
          data,  electronic  or  paper  documents,  models,  programs,  methods,
          inventions,  innovations, reports or other work product, independently
          developed  by  the  Consultant   while  not  engaged  in  or  for  the
          performance of the Services,  whether during, before or after the term
          of this agreement.

     6.2  The Consultant agrees to promptly turn over to the Client, immediately
          upon the  expiration  or  termination  of this  Agreement,  all notes,
          reports,   data  and  other  work  product   containing   Confidential
          Information of the Client or the Client's customers and/or produced in
          connection  with any work  performed  under  this  Agreement  (and all
          copies  thereof),  whether  in  paper  or  electronic  form  that  the
          Consultant  has in its  possession  upon the  written  request  of the
          Client.   Following  termination  or  expiration  of  this  Agreement,
          Consultant shall neither make nor retain any copies (whether in paper,
          electronic or other format) of any property or work product  belonging
          to the Client or containing  Confidential  Information relating to the
          Client  or  Client's  customers  What was each  Party's  Property  and
          Contacts  before this  Agreement  remains their  Property and Contacts

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          after this  Agreement.  Any Property and  Contacts  jointly  developed
          during  the  course  of this  Agreement  remains  joint  Property  and
          Contacts afterwards.

7.   NON-SOLICITATION, NON-DEFAMATION:

     The Parties  agree that while this  Agreement is in effect and for a period
     of two years thereafter, each Party will not for itself or any third party,
     directly or indirectly divert or attempt to divert from the other Party (or
     any affiliate of it that might be formed) any business of any kind in which
     the other Party is engaged including,  without limitation, the solicitation
     of or interference with any of its customers, clients or vendors Contractor
     or Employee to terminate  its business  relationship  with the other Party.
     During  the term of this  Agreement  and for one (1) year  thereafter,  The
     Parties will not encourage or solicit any employee,  independent contractor
     or contractor of the other Party (or any of its  affiliates)  to leave that
     Party  for any  reason.  The  Parties  agree  that  they  will  not make or
     disseminate  any  defamatory  comments  or  communications  about the other
     Party.

8.   TERMINATION:

     8.1  The Parties may terminate this Agreement at any time for any reason or
          no reason upon thirty (30) calendar  days written  notice to the other
          Party.

     8.2  In the event of termination, neither Party shall be discharged for any
          antecedent  obligations  or  liabilities to the other Party under this
          Agreement,   unless  otherwise   agreed  in  writing.   On  and  after
          termination or expiration of this Agreement,  whether  pursuant to the
          provisions of this Section 8.2,  Section 1.1 or otherwise,  Consultant
          shall  immediately cease performance of all Services and inform Client
          of any and all contacts  and/or leads that  Consultant was pursuing at
          the time of termination or expiration.

     8.3  In the event of termination, the Client shall owe the Consultant their
          appropriate    compensation    through   the    conclusion    of   all
          work-in-progress  transactions  which shall  include any  transactions
          which are entered into by the Client  during the Term and for a period
          of six (6) months from the date of  termination of this Agreement to a
          Covered  Customer or Covered Investor or otherwise made by Client as a
          direct result of Consultant's efforts hereunder during the Term.


9.   GENERAL PROVISIONS:

     9.1  This  Agreement  shall  be  governed  by  the  laws  of the  State  of
          California without regard to conflicts of laws principles.  Each party
          irrevocably consents to the personal jurisdiction of federal and state
          courts  located in Los Angeles,  California,  as  applicable,  for any
          matter arising out of or relating to this  Agreement.  No provision in
          this  Agreement is to be  interpreted  against such party because that
          party drafted such provision. In the event of any action or proceeding
          arising out of the subject matter hereof,  the prevailing  party shall
          be entitled to recover from the other party its reasonable  attorney's
          fees and costs.

     9.2  If any  provision  of this  Agreement  is held by a court of law to be
          illegal, invalid or unenforceable,  (a) that provision shall be deemed
          amended to achieve as nearly as possible the same  economic  effect as
          the original provision, and (b) the legality,  validity enforceability
          of the remaining provisions of this Agreement shall not be affected or
          impaired thereby.

     9.3  The parties acknowledge and agree that the performance of the Services
          hereunder by the Consultant constitutes personal services that may not
          be assigned or delegated to a third party without the written  consent
          of the Client.  The  Consultant  shall not  subcontract  or assign the
          performance of any portion of the Services  without the Client's prior
          written consent.  Any purported  subcontract or agreement not approved

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          by the Client shall be void.  The  Consultant  hereby  agrees that the
          Client may assign this Agreement to its designated  representatives or
          affiliates.

     9.4  Waiver by the Parties of any default  hereunder  shall not be deemed a
          waiver of any other default.  No provision of this Agreement  shall be
          deemed  waived,  amended or  modified  by either  party,  unless  such
          waiver,  amendment  or  modification  is in writing  and signed by the
          authorized representative of each party.

     9.5  The  Parties  acknowledge  that  because of the  unique  nature of any
          Innovations  and the  confidential  information  that may be  revealed
          during the performance of the Services under this Agreement, the other
          Party would suffer irreparable harm if the non-complying  Party failed
          to comply with any of its  obligations  under  Sections 5 through 7 of
          this  Agreement,  and monetary  damages  would be  inadequate to fully
          compensate  The harmed Party.  The Parties  shall,  in addition to any
          other  remedies  available  at  law  or  in  equity,  be  entitled  to
          injunctive relief to enforce the terms of Sections 5 through 7 of this
          Agreement.

     9.6  This  Agreement,  together  with  all  Exhibits  and  other  documents
          attached hereto,  constitutes the entire agreement between the Parties
          relating  to  its  subject   matter  and   supersedes   all  prior  or
          contemporaneous  oral or written  agreements  concerning  the  subject
          matter hereof.

     9.7  All  notices,  demands,  requests,  consents,   approvals,  and  other
          communications  required or  permitted  hereunder  shall be in writing
          and,  unless  otherwise  specified  herein,  shall  be (i)  personally
          served,  (ii) deposited in the mail,  registered or certified,  return
          receipt requested,  postage prepaid,  (iii) delivered by reputable air
          courier  service with charges  prepaid,  or (iv)  transmitted  by hand
          delivery,  telegram, email or facsimile,  addressed as set forth below
          each Party's  signature  or to such other  address as such party shall
          have  specified most recently by written  notice.  Any notice or other
          communication  required or  permitted to be given  hereunder  shall be
          deemed effective (a) upon hand delivery or delivery by facsimile, with
          accurate confirmation generated by the transmitting facsimile machine,
          at the address or number  designated below (if delivered on a business
          day during normal business hours where such notice is to be received),
          or the first business day following such delivery (if delivered  other
          than on a business day during normal  business hours where such notice
          is to be received)  (b) on the second  business day following the date
          of mailing by express  courier  service,  fully prepaid,  addressed to
          such address, or upon actual receipt of such mailing,  whichever shall
          first  occur or (c) if given by email,  upon  receipt  by the  sending
          party of an email from the receiving party confirming receipt

     9.8  This  Agreement may be executed in any number of  counterparts  and by
          the different  signatories  hereto on separate  counterparts,  each of
          which,  when so executed,  shall be deemed an  original,  but all such
          counterparts  shall constitute but one and the same  instrument.  This
          Agreement  may be executed by  facsimile  signature  and  delivered by
          electronic transmission.

NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO INDUCE EITHER PARY TO SIGN THIS
AGREEMENT. THE PARTIES SIGN THIS AGREEMENT VOLUNTARILY AND FREELY.

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IN WITNESS WHEREOF the parties hereto execute the Agreement on the date and year
written below.


"CONSULTANT"                                      "CLIENT"
GREENCORE CAPITAL PARTNERS, LLC                   ENVISION SOLAR INTERNATIONAL
600 WEST BROADWAY, SUITE 960                      7675 DAGGET, SUITE 150
SAN DIEGO, CA. 92101                              SAN DIEGO, CA  92111
                                                  858 799 5483



BY: /s/ Jay Potter                                BY: /s/ Desmond Wheatley
-----------------------------------               ----------------------------
Title : CEO                                       Title: President
Date:  01/10/13                                   Date: 01/10/13






























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