<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>ex10.1.txt
<TEXT>
EXHIBIT 10.1

                       ENVISION SOLAR INTERNATIONAL, INC.
                        RESTRICTED STOCK GRANT AGREEMENT

     This Restricted Stock Grant Agreement (the "Agreement") is made and entered
into as of January 23,  2014,  (the  "Effective  Date") by and between  Envision
Solar International,  Inc., a Nevada corporation (the "Company"), and the person
named below (the "Grantee").


Grantee:                                Paul H. Feller
                                        ----------------------------------------

Social Security Number:                 (Provided Separately)
                                        ----------------------------------------

Address:                                ----------------------------------------

                                        ----------------------------------------

Total Number of Shares to Be Granted:   1,000,000 (the "Restricted Shares")
                                        ----------------------------------------

     1. GRANT OF RESTRICTED SHARES AND ESCROW.

          1.1 GRANT OF RESTRICTED  SHARES.  In consideration for the performance
of services by the  Grantee  for the Company as a director,  the Company  hereby
grants the Restricted  Shares to the Grantee,  subject to the conditions of this
Agreement. As used in this Agreement, the term "Shares" shall mean shares of the
Company's  common  stock,  par  value  $0.001  per  share,  which  includes  the
Restricted Shares granted under this Agreement,  and all securities received (i)
in  replacement  of the  Shares,  (ii) as a result of stock  dividends  or stock
splits with respect to the Shares,  and (iii) in  replacement of the Shares in a
merger, recapitalization, reorganization or similar corporate transaction.

          1.2 ESCROW OF  RESTRICTED  SHARES.  The Secretary of the Company shall
hold the Shares in escrow and will either (i) release eligible Restricted Shares
when vested or (ii) in the event  Grantee is  terminated as set forth in Section
2.2 of this Agreement,  return Restricted Shares which have not yet vested as of
the date of such termination to the Company for cancellation.  Grantee will have
no voting rights with respect to Restricted  Shares until such Restricted Shares
have been vested and released from escrow to the Grantee.  All cash,  stock, and
other dividends  declared with respect to the Restricted  Shares while in escrow
will be remitted back to the Company when paid.

     2. VESTING. The Restricted Shares shall vest and be released from escrow to
the Grantee  under this  Agreement in accordance  with the vesting  schedule set
forth in Section 2.1 and the other  conditions  precedent  to the  release  from
escrow of the eligible Restricted Shares.

          2.1  SCHEDULE OF VESTING.  Grantee  shall be eligible  for the release
from escrow of Restricted Shares as follows:  166,672 Shares on January 24, 2014
and then  69,444  Shares  on the last day of each  calendar  quarter  thereafter
commencing on March 31, 2014.

          2.2  TERMINATION.  If the  Grantee's  services  with the  Company as a
director  terminate  for any reason  before all of the  Restricted  Shares  have
vested in accordance  with Section 2.1 of this  Agreement,  then the  Restricted
Shares  which  have not yet  vested as of the 2 date of such  termination  shall

                                      -1-
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immediately be forfeited as of the date of such  termination and returned to the
Company by the Secretary for cancellation.

          2.3 TITLE TO SHARES.  The exact  spelling of the  name(s)  under which
Grantee shall take title to the Shares is:

               Paul H Feller
               --------------------------------------------

               Grantee desires to take title to the Shares as follows:

               [ x ] Individual, as separate property

               [ ] Husband and wife, as community property

               [ ] Joint Tenants

          To assign the Shares to a trust, a stock transfer  agreement in a form
and substance  acceptable to the Company must be completed and executed and such
transfer must comply with applicable federal and state securities laws.

     3.  REPRESENTATIONS  AND  WARRANTIES  OF GRANTEE.  Grantee  represents  and
warrants to the Company that:

          3.1 AGREES TO TERMS OF THIS AGREEMENT.  Grantee has received a copy of
this Agreement, has read and understands the terms of this Agreement, and agrees
to be bound by its terms and conditions.

          3.2  ACCEPTANCE OF SHARES FOR OWN ACCOUNT FOR  INVESTMENT.  Grantee is
acquiring the Shares for Grantee's own account for investment  purposes only and
not with a view to, or for sale in connection with, a distribution of the Shares
within the meaning of the  Securities  Act of 1933, as amended (the  "Securities
Act"). Grantee has no present intention of selling or otherwise disposing of all
or any portion of the Shares.

          3.3 ACCESS TO  INFORMATION.  Grantee has had access to all information
regarding  the  Company  and  its  present  and  prospective  business,  assets,
liabilities and financial condition that Grantee reasonably  considers important
in making  the  decision  to  acquire  the  Shares,  and  Grantee  has had ample
opportunity to ask questions of the Company's  representatives  concerning  such
matters and this investment.

          3.4 UNDERSTANDING OF RISKS.  Grantee is fully aware of: (i) the highly
speculative  nature of the investment in the Shares;  (ii) the financial hazards
involved;  (iii) the lack of  liquidity  of the Shares and the  restrictions  on
transferability  of the Shares  (e.g.,  that  Grantee may not be able to sell or
dispose  of  the  Shares  or  use  them  as  collateral  for  loans);  (iv)  the
qualifications and backgrounds of the management of the Company; and (v) the tax
consequences  of investment in the Shares.  Grantee is capable of evaluating the
merits and risks of this  investment,  has the ability to protect  Grantee's own
interests in this transaction and is financially capable of bearing a total loss
of this investment.

                                      -2-
<PAGE>

          3.5 NO GENERAL SOLICITATION.  At no time was Grantee presented with or
solicited  by  any  publicly  issued  or  circulated  newspaper,   mail,  radio,
television or other form of general  advertising or  solicitation  in connection
with the offer, sale and issue of the Shares.

     4. COMPLIANCE WITH SECURITIES  LAWS.  Grantee  understands and acknowledges
that the  Shares  have not been  registered  with the  Securities  and  Exchange
Commission  (the "SEC") under the Securities Act and that,  notwithstanding  any
other provision of this Agreement to the contrary, the issuance of any Shares is
expressly conditioned upon compliance with the Securities Act and all applicable
state  securities  laws.  Grantee agrees to cooperate with the Company to ensure
compliance with such laws.

     5. RESTRICTED SECURITIES.

          5.1 NO TRANSFERS UNLESS REGISTERED OR EXEMPT. Grantee understands that
Grantee may not transfer any Shares unless such Shares are registered  under the
Securities Act and qualified under  applicable  state securities laws or unless,
in the opinion of counsel to the Company,  exemptions from such registration and
qualification  requirements  are available.  Grantee  understands  that only the
Company may file a  registration  statement with the SEC and that the Company is
under no obligation  to do so with respect to the Shares.  Grantee has also been
advised that exemptions from registration and qualification may not be available
or may not permit Grantee to transfer all or any of the Shares in the amounts or
at the times proposed by Grantee.

          5.2 SEC RULE 144. In addition,  Grantee has been advised that SEC Rule
144 promulgated under the Securities Act, which permits certain limited sales of
unregistered  securities,  is not presently available with respect to the Shares
and, in any event, requires that the Shares be held for a minimum of six months,
and in certain cases one (1) year,  after they have been  acquired,  before they
may be resold under Rule 144. Grantee understands that Rule 144 may indefinitely
restrict transfer of the Shares so long as Grantee remains an "affiliate" of the
Company or if "current public information" about the Company (as defined in Rule
144) is not publicly available.

     6.  MARKET  STANDOFF  AGREEMENT.  Grantee  agrees  in  connection  with any
registration of the Company's  securities  that, upon the request of the Company
or the  underwriters  managing any public offering of the Company's  securities,
Grantee  shall not sell or  otherwise  dispose of any Shares  without  the prior
written  consent of the  Company or such  underwriters,  as the case may be, for
such  period of time (not to exceed one  hundred  eighty  (180)  days) after the
effective date of such  registration  requested by such underwriters and subject
to all  restrictions  as the Company or the  underwriters  may specify.  Grantee
further  agrees  to  enter  into  any  agreement   reasonably  required  by  the
underwriters to implement the foregoing.

     7. COMPANY TAKE-ALONG RIGHT.

          7.1  APPROVED  SALE.  If the Board of  Directors  of the Company  (the
"Board") shall deliver a notice to Grantee (a "Sale Event Notice")  stating that
the Board has  approved a sale of all or a portion of the Company (an  "Approved
Sale")  and  specifying  the name and  address of the  proposed  parties to such
transaction and the consideration payable in connection therewith, Grantee shall
(i)  consent  to and raise no  objections  against  the  Approved  Sale or the 4
process  pursuant  to which  the  Approved  Sale was  arranged,  (ii)  waive any

                                      -3-
<PAGE>

dissenter's  rights and other similar rights,  and (iii) if the Approved Sale is
structured as a sale of securities,  agree to sell Grantee's Shares on the terms
and conditions of the Approved Sale which terms and  conditions  shall treat all
stockholders  of the Company  equally (on a pro rata basis),  except that shares
having a liquidation  preference may, if so provided in the documents  governing
such  shares,  receive  an amount  of  consideration  equal to such  liquidation
preference in addition to the consideration  being paid to the holders of Shares
not having a liquidation preference.

          Grantee  shall take all  necessary  and  desirable  lawful  actions as
directed by the Board and the stockholders of the Company approving the Approved
Sale in connection with the consummation of any Approved Sale, including without
limitation,  the execution of such  agreements  and such  instruments  and other
actions  reasonably  necessary to (A) provide the  representations,  warranties,
indemnities,  covenants,  conditions,  non-compete agreements, escrow agreements
and other  provisions  and  agreements  relating to such  Approved Sale and, (B)
effectuate the allocation and distribution of the aggregate  consideration  upon
the Approved Sale,  provided,  that this Section 7 shall not require  Grantee to
indemnify   the   purchaser   in  any   Approved   Sale  for   breaches  of  the
representations,   warranties   or   covenants  of  the  Company  or  any  other
stockholder, except to the extent (x) Grantee is not required to incur more than
its  pro  rata  share  of  such  indemnity   obligation   (based  on  the  total
consideration to be received by all stockholders that are similarly situated and
hold  the  same  class or  series  of  capital  stock)  and (y)  such  indemnity
obligation  is  provided  for and limited to a  post-closing  escrow or holdback
arrangement of cash or stock paid in connection with the Approved Sale.

          7.2 COSTS. Grantee shall bear Grantee's pro rata share (based upon the
amount of  consideration  to be received) of the reasonable costs of any sale of
Shares  pursuant to an Approved  Sale to the extent such costs are  incurred for
the benefit of all  selling  stockholders  of the Company and are not  otherwise
paid by the  Company  or the  acquiring  party.  Costs  incurred  by  Grantee on
Grantee's own behalf shall not be considered costs of the transaction hereunder.

          7.3 SHARE DELIVERY.  At the consummation of the Approved Sale, Grantee
shall,  if  applicable,  deliver  certificates  representing  the  Shares  to be
transferred,  duly endorsed for transfer and  accompanied by all requisite stock
transfer taxes, if any, and the Shares to be transferred shall be free and clear
of any liens,  claims or encumbrances  (other than restrictions  imposed by this
Exercise Notice) and Grantee shall so represent and warrant.

          7.4  TERMINATION OF COMPANY  TAKE-ALONG  RIGHT.  The Take-Along  Right
shall terminate as to the Shares upon the Public Trading Date of the Shares. For
the purposes of this  Agreement,  the "Public Trading Date" of the Shares is the
date on which the Shares first become freely  tradable under the Securities Act,
either  pursuant to Rule 144 or another  provision  of the  Securities  Act. The
holder of the Shares may apply to have all restrictive  transfer legends removed
from the  certificates  evidencing  the  Shares,  provided  that the request for
legend  removal  is made at  such  times  and in such  manner  that  removal  is
accomplished in compliance with the Securities Act and the rules and regulations
promulgated  under the Securities Act; and provided  further,  that any proposed
sale of Shares must comply with all Company  policies and  procedures,  and with
applicable federal, state and local laws.

                                      -4-
<PAGE>

     8. RIGHTS AS A  STOCKHOLDER.  Subject to the terms and  conditions  of this
Agreement,  Grantee shall have all of the rights of a stockholder of the Company
with  respect  to the  Shares  after  eligible  Restricted  Shares  vest and are
released  from  escrow to  Grantee,  until such time as Grantee  disposes of the
Shares.

     9. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.

          9.1 LEGENDS.  Grantee  understands  and agrees that the Company  shall
place the legends set forth below or similar legends on any stock certificate(s)
evidencing  the Shares,  together with any other legends that may be required by
state or federal securities laws, the Company's  Certificate of Incorporation or
Bylaws,  any other  agreement  between  Grantee and the Company or any agreement
between Grantee and any third party:

          THE SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR UNDER
          THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO
          RESTRICTIONS ON TRANSFERABILITY  AND RESALE AND MAY NOT BE TRANSFERRED
          OR RESOLD EXCEPT AS PERMITTED  UNDER THE SECURITIES ACT AND APPLICABLE
          STATE   SECURITIES   LAWS,   PURSUANT  TO  REGISTRATION  OR  EXEMPTION
          THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR
          THE FINANCIAL  RISKS OF THIS  INVESTMENT  FOR AN INDEFINITE  PERIOD OF
          TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL
          IN FORM AND  SUBSTANCE  SATISFACTORY  TO THE ISSUER TO THE EFFECT THAT
          ANY PROPOSED  TRANSFER OR RESALE IS IN COMPLIANCE  WITH THE SECURITIES
          ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

          THE SHARES  REPRESENTED BY THIS  CERTIFICATE  ARE SUBJECT TO A 180 DAY
          MARKET  STANDOFF  RESTRICTION  AS SET  FORTH  IN A  CERTAIN  AGREEMENT
          BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES,  A COPY OF
          WHICH MAY BE OBTAINED  AT THE  PRINCIPAL  OFFICE OF THE  ISSUER.  AS A
          RESULT OF SUCH AGREEMENT,  THESE SHARES MAY NOT BE TRADED PRIOR TO 180
          DAYS AFTER THE EFFECTIVE DATE OF A PUBLIC OFFERING OF THE COMMON STOCK
          OF THE ISSUER  HEREOF.  SUCH  RESTRICTION IS BINDING ON TRANSFEREES OF
          THESE SHARES.

          9.2  STOP-TRANSFER  INSTRUCTIONS.   Grantee  agrees  that,  to  ensure
compliance  with the  restrictions  imposed by this  Agreement,  the Company may
issue appropriate "stoptransfer" instructions to its transfer agent, if any, and
if the Company transfers its own securities,  it may make appropriate  notations
to the same effect in its own records.

          9.3  REFUSAL TO  TRANSFER.  The Company  shall not be required  (i) to
transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the  provisions of this  Agreement or (ii) to treat as owner
of such Shares, or to accord the right to vote or pay dividends to any purchaser
or other transferee to whom such Shares have been so transferred.

                                      -5-
<PAGE>

     10. TAX CONSEQUENCES.  GRANTEE  UNDERSTANDS THAT GRANTEE MAY SUFFER ADVERSE
TAX  CONSEQUENCES  AS A RESULT OF GRANTEE'S  ACQUISITION  OR  DISPOSITION OF THE
SHARES.  GRANTEE  REPRESENTS  (i) THAT GRANTEE HAS CONSULTED  WITH A TAX ADVISER
THAT GRANTEE DEEMS  ADVISABLE IN CONNECTION  WITH THE ACQUISITION OR DISPOSITION
OF THE SHARES AND (ii) THAT  GRANTEE IS NOT  RELYING ON THE  COMPANY FOR ANY TAX
ADVICE.

     11. COMPLIANCE WITH LAWS AND REGULATIONS.  The issuance and transfer of the
Shares shall be subject to and  conditioned  upon  compliance by the Company and
Grantee with all applicable  state and federal laws and regulations and with all
applicable  requirements of any stock exchange or automated  quotation system on
which  the  Company's  common  stock may be listed or quoted at the time of such
issuance or transfer.

     12. SUCCESSORS AND ASSIGNS.  The Company may assign any of its rights under
this Agreement. This Agreement shall be binding upon and inure to the benefit of
the  successors  and  assigns of the  Company.  Subject to the  restrictions  on
transfer  herein set forth,  this  Agreement  shall be binding  upon Grantee and
Grantee's heirs, executors,  administrators,  legal representatives,  successors
and assigns.

     13.  GOVERNING LAW;  SEVERABILITY.  This Agreement shall be governed by and
construed in  accordance  with the internal  laws of the State of Nevada as such
laws are applied to agreements  between Nevada residents  entered into and to be
performed  entirely  within Nevada,  excluding  that body of laws  pertaining to
conflict of laws. If any provision of this Agreement is determined by a court of
law to be illegal or unenforceable, then such provision shall be enforced to the
maximum extent  possible and the other  provisions  shall remain fully effective
and enforceable.

     14.  NOTICES.  Any notice  required to be given or delivered to the Company
shall be in writing and addressed to the  Corporate  Secretary of the Company at
its principal corporate offices. Any notice required to be given or delivered to
Grantee  shall be in writing and  addressed to Grantee at the address  indicated
above or to such other  address as Grantee may designate in writing from time to
time to the Company. All notices shall be deemed effectively given upon personal
delivery,  (i)  three  (3) days  after  deposit  in the  United  States  mail by
certified or registered mail (return receipt  requested),  (ii) one (1) business
day after its deposit with any return  receipt  express  courier  (prepaid),  or
(iii) one (1) business day after transmission by facsimile or email.

     15.  FURTHER  INSTRUMENTS.  The  parties  agree  to  execute  such  further
instruments  and to take such further  action as may be reasonably  necessary to
carry out the purposes and intent of this Agreement.

     16. HEADINGS; COUNTERPARTS. The captions and headings of this Agreement are
included for ease of reference only and shall be disregarded in  interpreting or
construing  this  Agreement.  All  references  herein to Sections shall refer to
Sections  of this  Agreement.  This  Agreement  may be executed in any number of
counterparts,  each of which when so executed and  delivered  shall be deemed an
original, and all of which together shall constitute one and the same agreement.

                                      -6-
<PAGE>


     17. ENTIRE AGREEMENT.  This Agreement  constitutes the entire agreement and
understanding  of the  parties  with  respect  to the  subject  matter  of  this
Agreement, and supersedes all prior understandings and agreements,  whether oral
or written,  between the parties  hereto with  respect to the  specific  subject
matter of this Agreement.

     WHEREOF,  the Company has caused this  Agreement to be executed by its duly
authorized  representative  and Grantee has  executed  this  Agreement as of the
Effective Date.

ENVISION SOLAR INTERNATIONAL, INC.             GRANTEE

                                               /s/ Paul H. Feller
By:                                            ---------------------------------
----------------------------------             (Signature)


Desmond Wheatley                               Paul H. Feller
----------------------------------             ---------------------------------
(Please print name)                            (Please print name)

Chief Executive Officer
----------------------------------
(Please print title)































                                      -7-
<PAGE>
                                 SPOUSE CONSENT

     The  undersigned  spouse  of Paul  H.  Feller  (the  "Grantee")  has  read,
understands,  and hereby approves the Restricted  Stock Grant Agreement  between
Envision Solar  International,  Inc., a Nevada  corporation  (the "Company") and
Grantee (the "Agreement").  In consideration of the Company's granting my spouse
the right to purchase the Shares as set forth in the Agreement,  the undersigned
hereby agrees to be  irrevocably  bound by the Agreement and further agrees that
any community  property interest shall similarly be bound by the Agreement.  The
undersigned hereby appoints Grantee as my  attorney-in-fact  with respect to any
amendment or exercise of any rights under the Agreement.


Date: 1/9/2014
---------------------------------------         --------------------------------
                                                Print Name of Grantee's Spouse


---------------------------------------         --------------------------------
(Please print name)                             Signature of Grantee's Spouse


---------------------------------------         Address:
(Please print title)                            --------------------------------

                                                --------------------------------

                                                --------------------------------

                                                --------------------------------




                                                Check this box if you do not
                                                have a spouse.

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