<SEC-DOCUMENT>0001065949-13-000012.txt : 20130111
<SEC-HEADER>0001065949-13-000012.hdr.sgml : 20130111
<ACCEPTANCE-DATETIME>20130111155005
ACCESSION NUMBER:		0001065949-13-000012
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20130109
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:		Unregistered Sales of Equity Securities
ITEM INFORMATION:		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20130111
DATE AS OF CHANGE:		20130111

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:		13525449

	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>envsolar8kjan2013.txt
<DESCRIPTION>FORM 8K
<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): JANUARY 9, 2013

                       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>

SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS

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

     On  January  9,  2013,  Envision  Solar   International,   Inc.,  a  Nevada
corporation  (the  "Company" or  "Envision")  entered into a selling  agreement,
dated January 8, 2013, with Allied Beacon Partners,  Inc. ("Allied  Beacon"),  a
registered securities broker dealer,  pursuant to which Allied Beacon has agreed
to  assist  us on a  "best  efforts"  basis  with a  private  offering  of up to
$1,200,000 to be made by the Company.  Allied  Beacon will receive  compensation
equal to (i) an eight  percent  (8%)  cash fee and (ii)  common  stock  purchase
warrants equal to 5% of the shares issued with respect to any investment brought
into the offering by Allied Beacon.  Such common stock purchase warrants will be
exercisable  at an exercise  price of $0.25 per share for a period of five years
from the date of issuance.  A copy of this  agreement is attached to this Report
as Exhibit 10.1.

     On January 10, 2013,  Envision  entered into a  consulting  agreement  (the
"Consulting  Agreement") with GreenCore Capital,  LLC ("GreenCore")  pursuant to
which GreenCore will provide professional services to the Company in addition to
acting as a sales channel for the Company's products.  Jay Potter, our Director,
is the chief  executive  officer of GreenCore.  In  consideration  for providing
these  services to the Company,  GreenCore will be receive (i) $250 per hour for
all services which are  preauthorized  and directed by the Company's  management
and (ii) a cash fee (or  equivalent  value in the Company's  common stock at its
option)  equal  to 5% of the  Sales  Price  (as  that  term  is  defined  in the
Consulting Agreement) received by the Company from customers who are referred to
the Company by GreenCore.  A copy of the Consulting Agreement is attached hereto
as Exhibit 10.2.

SECTION 2. FINANCIAL INFORMATION

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

     On January 10, 2013,  effective December 31, 2012, the Company entered into
a Third  Extension and Amendment  Agreement  (the  "Extension  Agreement")  with
Gemini Master Fund, Ltd and Gemini Strategies, LLC, (collectively "Gemini"), the
investor  and  collateral  agent  respectively,  with  respect  to a  series  of
convertible notes payable owed by the Company to Gemini. The Extension Agreement
1) extends the maturity date of the  convertible  notes to December 31, 2013, 2)
adds $20,000 to the outstanding balance of the notes to settle previous expenses
owed,  and 3) includes a $5,000 cash payment to be paid to Gemini by the Company
for  legal  costs  incurred  by  Gemini  related  to this  Extension  Agreement.
Additionally, the Company has agreed to cause Robert Noble, our Chairman and our
principal  stockholder,  to deliver a lock-up  agreement  pursuant  to which Mr.
Noble will agree to not sell or  otherwise  dispose of his stock  until  seventy
five  percent  of the loan  balance  is paid or our stock  price  meets  certain
milestones,  as  defined.  Mr.  Noble  has  agreed  to enter  into  the  lock-up
agreement.  The principal  amounts of the debt  outstanding  to Gemini amount to
$1,406,325.45 immediately after this Extension Agreement.

SECTION 3. SECURITIES AND TRADING MARKETS

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
-------------------------------------------------

     See Section 8, Item 8.01 of this Report.

SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.02  DEPARTURE OF DIRECTORS OR CERTAIN  OFFICERS;  ELECTION OF  DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
--------------------------------------------------------------------------------

     See Section 1, Item 1.01 of this Report.

                                      -1-
<PAGE>

SECTION 8. OTHER EVENTS

ITEM 8.01 OTHER EVENTS
----------------------

     The Company is making a private  placement  of its common stock for general
working capital  purposes.  The private placement is being made pursuant to Rule
506 of Regulation D  promulgated  under  Section 4(2) of the  Securities  Act of
1933, as amended.

     Pursuant to this private placement, the Company is offering up to 4,000,000
units for a purchase price of $0.30 per unit (subject to the Company's option to
increase  the  number of units  offered  by an  additional  333,333).  Each unit
consists  of two (2) shares of the  Company's  common  stock and one  warrant to
purchase an additional  share of common stock at an exercise  price of $0.20 per
share exercisable for a period of one year from the date of issuance.  The sales
termination  date for the offering is March 15, 2013, but may be extended for up
to an additional 90 days. As of the date of this Report,  we have not yet raised
any capital pursuant to this offering.

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS

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

(d) Exhibits

          10.1 Selling  Agreement  with  Allied  Beacon  Partners,  Inc.,  dated
               January 8, 2013.

          10.2 Consulting  Agreement with GreenCore Capital,  LLC, dated January
               10, 2013.



                                   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.

January 11, 2013                  By: /s/ Desmond Wheatley
                                      ------------------------------------------
                                       Desmond Wheatley, Chief Executive Officer
















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






















                                      -7-
</TEXT>
</DOCUMENT>
<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.


EVSI Integrated Solar Solution Consulting                            Page 1 of 7

<PAGE>

     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

EVSI Integrated Solar Solution Consulting                            Page 2 of 7

<PAGE>

          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,

EVSI Integrated Solar Solution Consulting                            Page 3 of 7

<PAGE>

     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

EVSI Integrated Solar Solution Consulting                            Page 4 of 7

<PAGE>

          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

EVSI Integrated Solar Solution Consulting                            Page 5 of 7

<PAGE>

          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.

EVSI Integrated Solar Solution Consulting                            Page 6 of 7

<PAGE>

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






























EVSI Integrated Solar Solution Consulting                            Page 7 of 7
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
