f8k0210ex10xxviii_envision.htm


    Exhibit 10.28

     

    
      ASSIGNMENT
OF EMPLOYMENT AGREEMENT

      


      ASSIGNMENT OF EMPLOYMENT AGREEMENT
(this “Agreement”), dated as
of February 10, 2010 by and among Envision Solar International, Inc., a
California corporation (“Envision”), Casita
Enterprises, Inc., a Nevada corporation (“Casita”), and Joanna
Tan (“Executive”).

      


      WHEREAS, Envision and Executive have
entered into that certain Employment Agreement, dated as of February 2, 2009
(the “Employment
Agreement”);

      


      WHEREAS, Casita and Executive wish to
assign all of Envision’s, right, title and interest in, to and under the
Employment Agreement to Casita and Casita agrees to assume and accept such
assignments and Executive consents to such assignment.

      


      NOW THEREFORE, Envision, Casita and
Executive agree as follows:

      


      1.           Assignment and
Assumption.  Envision does hereby sell, assign and transfer
(the “Assignment”) unto
Casita and its successors and assigns, all of its obligations, right, title and
interest in, to and under the Employment Agreement.  Each of the
undersigned consents to the Assignment.

      


      2.           
Ratification.  Except
as assigned hereby, nothing herein contained shall otherwise modify, reduce,
amend or otherwise supplement the terms and provisions of the Employment
Agreement, which shall remain in full force and effect in accordance with its
terms.

      


      3.           Governing
Law.  This Agreement shall be governed by, and be construed in
accordance with, the laws of the State of New York.

      


      4.           Counterparts.  This
Agreement may be executed in one or more counterparts by the parties hereto in
separate counterparts, each of which when executed shall be deemed to be an
original and all of which together shall constitute one and the same
instrument.

      


      


      [SIGNATURE
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      IN
WITNESS WHEREOF, the parties hereto have duly executed this Assignment as of the
date first written above.

       

       

      
         

         

        
          
            	
                    ENVISION
      SOLAR INTERNATIONAL, INC.

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ Robert Noble

                  
	 
      	
                    Name:               Robert
      Noble

                  
	 
      	
                    Title:                 Chief Executive
      Officer

                  
	 
      	 
      
	 
      	 
      
	
                    CASITA
      ENTERPRISES, INC.

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ Robert Noble

                  
	 
      	
                    Name:               Robert
      Noble

                  
	 
      	
                    Title:                 Chief
      Executive Officer

                  
	 
      	 
      
	 
      	 
      
	
                    Executive:

                  
	 
      	 
      
	
                     /s/ Joanna
      Tan                                        

                  
	
                    

                      Joanna
      Tan