EXHIBIT 10.1




EMPLOYMENT AGREEMENT


 This EMPLOYMENT AGREEMENT (this
"Agreement") is effective as of the 1st day of January 2016, by and
between Envision Solar International, Inc., a Nevada corporation (the
"Company"), and Desmond Wheatley, an individual
("Employee"), and is made with respect to the following facts:






 R
E C I T A L S


A.         The Company and the
Employee wish to ensure that the Company will receive the benefit of Employee's
loyalty and service.




B.         In order to help ensure
that the Company receives the benefit of Employee's loyalty and service, the
parties desire to enter into this formal Employment Agreement to provide
Employee with appropriate compensation arrangements and to assure Employee of
employment stability.




C.         The parties have entered
into this Agreement for the purpose of setting forth the terms of employment of
the Employee by the Company.






NOW, THEREFORE, in consideration of the premises
and mutual covenants herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:




1.         Employment of
Employee and Duties.  The Company hereby hires Employee and Employee
hereby accepts employment upon the terms and conditions described in this
Agreement. During the period from August 11, 2011 to December 31, 2015, the
Employee was the President and Chief Executive Officer and Secretary of the
Company. Commencing on January 1, 2016, the Employee shall continue as the
President and Chief Executive Officer and Corporate Secretary of the Company
with all of the duties, privileges and authorities usually attendant upon such
offices, including but not limited to responsibility for the day-to-day
management of the Company's operations. Subject to (a) the general supervision
of the Board of Directors, and (b) the Employee's duty to report to the Board
of Directors periodically, as specified by them from time-to-time, Employee
shall have all of the authority to perform his employment duties for the
Company.  During the term of this Agreement, Employee shall also be a member of
the Company's Board of Directors.




2.         Time and Effort.
 Employee agrees to devote his full working time and attention to the
management of the Company's business affairs, the implementation of its
strategic plan, as determined by the Board of Directors, and the fulfillment of
his duties and responsibilities as the Company's President and Chief Executive Officer
and Corporate Secretary.  Expenditure of a reasonable amount of time for
personal matters and business and charitable activities shall not be deemed to
be a breach of this Agreement, provided that those activities do not materially
interfere with the services required to be rendered to the Company under this
Agreement.




3.         The Company's
Authority.  Employee agrees to comply with the Company's rules and
regulations as adopted by the Company's Board of Directors regarding
performance of his duties, and to carry out and perform those orders,
directions and policies established by the Company with respect to his
engagement.  Employee shall promptly notify the Company's Board of Directors of
any objection he has to the Board's directives and the reasons for such
objection.


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4.         Noncompetition by
Employee.  During the term of this Agreement, the Employee shall not,
directly or indirectly, either as an employee, employer, consultant, agent,
principal, partner, stockholder (in a private company), corporate officer,
director, or in any other individual or representative capacity, engage or
participate in any business that is in direct competition with the business of
the Company or its affiliates.




5.         Term of Agreement. 
This Agreement shall commence to be effective as of January 1,, 2016
(the "Commencement Date"), and shall continue until December 31, 2020, unless sooner
terminated as provided in Section 15 of this Agreement.




6.         Confidential
Information: Nondisclosure Covenant.            


6.1.      Confidential
Information.  As used herein the term "Confidential Information" shall
mean all customer and contract lists, records, financial data, trade secrets,
business and marketing plans and studies, manuals for employee and personnel
policies, manufacturing and/or production manuals, computer programs and
software, strategic plans, formulas, manufacturing and production processes and
techniques (including without limitation types of machinery and equipment used
together with improvements and modifications thereon), tools, applications for
patents, designs, models, patterns, drawings, tracings, sketches, blueprints,
and all other similar information developed and/or used by the Company in the
course of its business and which is not known by or readily available to the
general public.




6.2       Nondisclosure
Covenant.  Employee acknowledges that, in the course of performing
services for and on behalf of the Company, Employee has had and will continue
to have access to Confidential Information.  Employee hereby covenants and
agrees to maintain in strictest confidence all Confidential Information in
trust for the Company, its successors and assigns, and to disclose such
information only on a "need-to-know" basis in furtherance and for the benefit
of the Company's business.  During the period of Employee's employment with the
Company and at any and all times following Employee's termination of employment
for any reason, including without limitation Employee's voluntary resignation
or involuntary termination with or without cause, Employee agrees to not
misappropriate, utilize for any purpose other than for the direct benefit of
the Company, or disclose or make available to anyone outside the Company's
organization, any Confidential Information or anything relating thereof without
the prior written consent of the Company, which consent may be withheld by the
Company for any reason or no reason at all.




6.3       Return of Property. 
Upon Employee's termination of his employment with the Company for any reason,
including without limitation Employee's voluntary resignation or involuntary
termination with or without cause, Employee hereby agrees to promptly return to
the Company's possession all copies of any writings, computer discs or
equipment, drawings or any other information relating to Confidential
Information which are in Employee's possession or control. Employee further
agrees that, upon the request of the Company at any time during Employee's
period of employment with the Company, Employee shall promptly return to the
Company all such copies of writings, computer discs or equipment, drawings or
any other information relating to Confidential Information which are in
Employee's possession or control.




6.4       Rights to Inventions
and Trade Secrets.  Employee hereby assigns to the Company all right,
title and interest in and to any ideas, inventions, original works or
authorship, developments, improvements or trade secrets which Employee solely
or jointly has conceived or reduced to practice, or will conceive or reduce to
practice, or cause to be conceived or reduced to practice during his employment
with the Company.  All original works of authorship  


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which are made by Employee
(solely or jointly with others) within the scope of Employee's services hereunder
and which are protectable by copyright are "works made for hire," as that term
is defined in the United States Copyright Act.






            7.         Noninterference and Nonsolicitation Covenants. 
In further reflection of the Company's important interests in its proprietary
information and its trade, customer, vendor and employee relationships,
Employee agrees that, during the 12 month period following the termination of
Employee's employment with the Company for any reason, including without
limitation Employee's voluntary resignation or involuntary termination for cause,
Employee will not directly or indirectly, for or on behalf of any person, firm,
corporation or other entity, (a) interfere with any contractual or other
business relationships that the Company has with any of its customers, clients,
service providers or materials suppliers as of the date of Employee's
termination of employment, or (b) solicit or induce any employee of the Company
to terminate his/her employment relationship with the Company. 




8.         Compensation. 
During the term of this Agreement, the Company shall pay the following
compensation to Employee:




8.1       Annual Compensation. 
Starting on January 1, 2016, Employee shall be paid a fixed salary of $250,000
per annum, which will be paid (i) in twenty-four installments of $8,333.33 each
on the fifteenth and last day of each month and (ii) twenty-four installments
of $2083.34, on the same dates, which Employee shall defer until such time as
the Employee and the Board of Directors agree that payment of the deferred
salary and/or cessation of the deferral is appropriate ("Annual Compensation"),
or as otherwise provided in this Agreement. In the case of a cessation of the
deferral, the Company's Board of Directors may unilaterally affect such a
result by a resolution duly adopted by it without the agreement of the Employee
and with Employee recusing himself from the vote. Employee can demand payment
of all or any portion of the deferred amount, and the Company must comply with
such demand promptly, upon the occurrence of (a) two consecutive fiscal
quarters where the Company earns an EBITDA profit calculated in accordance with
generally accepted accounting principles ("GAAP"), (b) the Company earns at
least ten (10) million dollars in gross revenue in any consecutive 12 month
period, calculated in accordance with GAAP, (c) the Company experiences a
"change of control" whereby more than 50% of the outstanding equity of the
Company changes ownership in a single transaction or series of related
transactions, or otherwise as defined in Section 15.6 of this Agreement, (d) a
sale of all or substantially all of the assets of the Company, (e) the Company
raises at least ten (10) million dollars in equity capital in any consecutive
12 month period, or (f) the Company's common stock closes above $0.25 per share
for 20 consecutive trading days. In any event, all deferred amounts of salary
under this Section 8.1 will be evidenced by an unsecured convertible promissory
note payable by the Company to the Employee, bearing simple interest at the
rate of 10% per annum, accruing until paid, convertible into shares of the
Company's common stock at $.15 per share (subject to appropriate adjustment in
the event of stock dividends, stock splits, recapitalizations, and similar extraordinary
transactions) at any time in whole or in part at the Employee's discretion,
with a maturity date of December 31, 2020. 




8.2       Additional
Compensation.  In addition to the compensation set forth in Section 8.1
of this Agreement, Employee is eligible for a quarterly and/or annual bonus based upon criteria
which will be agreed to and defined through conversations with the Board of
Directors (the "Bonus Potential"). Employee's total bonus will be based on the Board of Directors' evaluation
of the Employee's definable efforts, accomplishments and similar contributions.
The bonus will also be based on a consideration of increases in shareholder
value, efforts made by the Employee to effect mergers or acquisitions for the
Company, if applicable, and other positive results for shareholders based on
efforts by the Employee. The
Employee's individual performance goals will be set forth in writing in the
attached Exhibit A to this Agreement, as periodically amended and updated by
resolution duly adopted by the Board of Directors (with Employee recusing
himself from the 


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vote) at least annually and no
later than the last business day of the first calendar quarter of any given
year, and will result from strategic and tactical planning discussions between
the Employee and members of the Board of Directors. In the absence of a written
indication of the Employee's Bonus Potential by resolution duly adopted by the
Company's Board of Directors, "Bonus Potential" for the purpose of this
Agreement will mean 100% of Annual Compensation per annum, pro-rated for partial
years. An indication of Bonus Potential for a fiscal year will be deemed to
cover all fiscal quarters within such fiscal year. The distribution of the
Employee's total bonus between quarterly and annual payments will be decided
during the same discussions by the directors and the Employee. Any quarterly
bonus due for a particular fiscal quarter will be paid within fifteen (15) days
following the end of each such Company fiscal quarter.  Any annual bonus
earned will be paid within thirty (30) days) following the end of the fiscal
year for which the annual bonus was earned. The Employee must be an active
employee of the Company at the end of each fiscal quarter during the period for
which the bonus is earned to receive bonuses.




8.3       Stock Incentives.  As of January 1, 2016, the
Company will grant to the Employee 4,350,000 stock options to purchase 4,350,000
shares of the Company's Common Stock, having an exercise price per share equal
to the fair market value of the Company's common stock on the date of grant, and
an exercise period of ten years after the date of grant in accordance with the
terms and conditions of the Company 2011 Stock Incentive Plan (the "Plan"),
with a vesting schedule as follows: 1/3 upon grant, 1/3 on January 1, 2017 and 1/3
on January 1, 2018 until the remaining stock options have vested. Upon
recommendation of the Compensation Committee of the Company's Board of
Directors and approval of the Company's full Board of Directors, the Employee
may be granted additional stock options to purchase additional stock of the
Company, depending on the achievement of Company operating milestones such as
annual gross revenue and EBIDTA, or time served as an employee, to be
established by the Board of Directors of the Company.




9.         Fringe Benefits. 
Employee shall be entitled to all fringe benefits that the Company or its
subsidiaries may make available from time-to-time for persons with comparable
positions and responsibilities.  Without limitation, such benefits shall
include participation in any life and disability insurance programs, profit
incentive plans, pension or retirement plans, and bonus plans as are maintained
or adopted from time-to-time by the Company. The Company shall also provide
Employee with any medical and dental group insurance coverage or equivalent
coverage for Employee and his dependents as are maintained or adopted from
time-to-time by the Company.  The medical and dental insurance coverage shall
begin at such time as the Company adopts such plans and shall continue
throughout the term of this Agreement.  




10.       Office and Staff. 
In order to enable Employee to discharge his obligations and duties pursuant to
this Agreement, the Company agrees that it shall provide suitable office space
for Employee in San Diego, California, together with all necessary and
appropriate supporting staff and secretarial assistance, equipment, stationary,
books and supplies as the Company can reasonably make available as it evolves. 
Employee agrees that the office space and supporting staff presently in place
is suitable for the purposes of this Agreement. 




11.       Reimbursement of
Expenses.  The Company shall reimburse Employee for all reasonable
travel, mobile telephone, promotional and entertainment expenses incurred in
connection with the performance of Employee's duties hereunder, subject to
Section 12 of this Agreement with respect to automobile expenses.  Employee's
reimbursable expenses shall be paid promptly by the Company upon presentment by
Employee of an itemized list of invoices describing such expenses.  All
compensation provided in Sections 8, 9, 11 and 12 of this Agreement shall be
subject to customary withholding tax and other employment taxes, to the extent
required by law.

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12.       Automobile. 
Notwithstanding
anything else herein to the contrary, the Company shall pay to the Employee a
fixed amount equal to the standard published governmental mileage rate per mile
for each mile driven for Company business during the term of this Agreement as
reimbursement to the Employee for all expenses incurred by the Employee for the
use of his automobile for Company business purposes, including but not limited
to depreciation, repairs, maintenance, gasoline and insurance. After the
expiration of the first year of the term of this Agreement, the Company's Board
of Directors will review and may in its discretion determine to increase the
Employee's automobile allowance, or authorize the Company to lease an
automobile for the Employee.  Employee shall not be entitled to any other
reimbursement for the use of his automobile for business purposes.




13.       Vacation. Employee shall be entitled to five
weeks of paid vacation per year or pro rata portion of each year of service by
Employee under this Agreement, not to be taken consecutively without the prior
approval of the Company's Board of Directors, which will not be unreasonably
withheld. The Employee shall be entitled to the holidays provided in the
Company's established corporate policy for employees with comparable duties and
responsibilities. Starting on the second anniversary of employment under this
Agreement, Employee will be entitled to six weeks of paid vacation per year. Vacation
will be earned and accrued on a prorated basis throughout a given employment
year.




14.       Rights In And To
Inventions And Patents.




14.1     Description of
Parties' Rights.  The Employee agrees that with respect to any
inventions made by him or the Company during the term of this Agreement, solely
or jointly with others, (i) which are made with the Company's equipment,
supplies, facilities, trade secrets or time, or (ii) which relate to the
business of the Company or the Company's actual or demonstrably anticipated
research or development, or (iii) which result from any work performed by the
Employee for the Company, such inventions shall belong to the Company.  The
Employee also agrees that the Company shall have the right to keep such
inventions as trade secrets, if the Company chooses.




14.2     Disclosure
Requirements.  For purposes of this Agreement, an invention is deemed
to have been made during the term of this Agreement if, during such period, the
invention was conceived or first actually reduced to practice.  In order to
permit the Company to claim rights to which it may be entitled, the Employee
agrees to disclose to the Company in confidence the nature of all patent
applications filed by the Employee during the term of this Agreement.




15.       Termination. 
This Agreement may be terminated in the following manner and not otherwise:




15.1     Mutual Agreement.  
This Agreement may be terminated by the mutual written agreement of the Company
and Employee to terminate.




15.2     Termination by
Employee for Breach.  Employee may at his option and in his sole
discretion terminate this Agreement for the material breach by the Company of
the terms of this Agreement if the Company has not cured the breach within 30
days of receipt of written notice of the breach from the Employee.  In the
event of such termination, Employee shall give the Company 30 day's prior written
notice.




15.3     Termination by the
Company for Breach.  The Company may at its option terminate this
Agreement in the event that the Employee breaches this Agreement, is convicted
of committing a felony under federal, state or local law, commits gross
negligence in the performance of his duties under this Agreement, or breaches
his fiduciary duty to the Company, to the Board of Directors or to the Company's
shareholders; provided, however, that the Company shall give the Employee
written notice of specific instances for the basis of any termination of this
Agreement by the Company pursuant to Section 15.3 of this Agreement. 
Employee shall have a period of 10 days after said notice in which to cease the
alleged violations before the Company may terminate this Agreement.  


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If Employee ceases to commit the
alleged violations within said 10 day period, the Company may not terminate this
Agreement pursuant to this Section.  If Employee continues to commit the
alleged violations after said 10-day period, the Company may terminate this
Agreement immediately upon written notification to Employee.




15.4     Termination Upon
Death.  This Agreement shall terminate upon the death of the Employee.




15.5     Termination Upon the
Disability of the Employee.  This Agreement shall terminate upon the
disability of the Employee.  As used in the previous sentence, the term
"disability" shall mean the complete disability to discharge
Employee's duties and responsibilities for a continuous period of not less than
six months during any calendar year.  Any physical or mental disability which
does not prevent Employee from discharging his duties and responsibilities in
accordance with usual standards of conduct as determined by the Company in its
reasonable opinion shall not constitute a disability under this Agreement.




                        15.6     Termination As A Result of A Change
in Control of the Company.  "Change of Control" is defined as a sale of all or
substantially all of the Company's assets or more than fifty percent (50%) of
the Company's outstanding stock, to a purchaser which is unaffiliated with the
Company, in a single transaction or a series of related transactions, or a
merger pursuant to which the Company is not the surviving corporation, with any
entity which is unaffiliated with the Company. In the event of a Change in
Control of the Company, if the Employee, negotiating in good faith, is unable
to come to an agreement with the surviving Company regarding an employment
agreement, then the Employee may terminate this Agreement. 




                        15.7     Other Termination by
Employee.  If this Agreement is terminated by Employee in writing for a
reason other than the Company's breach of this Agreement (i.e. voluntary
resignation) then (a) Employer shall not be entitled to assert any claim
against the Employee for consequential or indirect damages or for lost profits
as a result of the termination; and (b) Employee shall not be entitled to any
rights set forth in Section 16 of this Agreement except that Employee shall be
entitled to the right to exercise vested options, if any, for a period of 90
days after the date of the written notification of termination by the Employee.




16.       Termination Without
Cause.  If this Agreement is terminated by Employee for any reason
pursuant to Section 15.2 or 15.6 of this Agreement or by the Company in any
manner except specifically in accordance with Section 15.1, 15.3, 15.4 or 15.5
of this Agreement, then (i) the Company shall immediately pay to the Employee a
lump sum payment in cash equal to four (4) times the Employee's then Annual Compensation,
or in the event of a termination as a result of a  Change in Control of the
Company, the Company shall also immediately pay to Employee a lump sum payment
in cash equal to four (4) times the Employee's then Annual Compensation, in
either case as full accord and satisfaction of all amounts then owed by the
Company to the Employee under Section 8.1 and 8.2 of this Agreement, (ii)
Employee shall be entitled to all of the benefits under Section 9 of this
Agreement, as amended, for a period of two years from the termination, and
(iii) if applicable, all unvested stock options owned by Employee will
immediately vest, and Employee shall be entitled to exercise all vested stock
options which he owns for a period of 90 days after the date of termination. It
is specifically agreed that in such event Employee shall have no duty to
mitigate his damages by seeking comparable, inferior or different employment.


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17.       Assignability of
Benefits.  Except to the extent that this provision may be contrary to
law, no assignment, pledge, collateralization or attachment of any of the
benefits under this Agreement shall be valid or recognized by the Company. 
Except as provided by law, payment provided for by this Agreement shall not be
subject to seizure for payment of any debts or judgments against the Employee,
nor shall the Employee have any right to transfer, modify, anticipate or
encumber any rights or benefits hereunder; provided that any stock issued by
the Company to the Employee pursuant to this Agreement shall not be subject to
Section 17 of this Agreement.




18.       Indemnification of
Employee.  The Company shall indemnify and hold Employee harmless as
provided in Sections 18.1, 18.2 and 18.3 of this Agreement.  The Company shall,
upon the request of Employee, assume the defense and directly bear all of the
expense of any action or proceedings which may arise for which Employee is
entitled to indemnification pursuant to this Section.




18.1     Indemnification of
Employee for Actions by Third Parties.  The Company hereby agrees to
indemnify and hold Employee harmless from any liability, claims, fines,
damages, losses, expenses, judgments or settlements actually incurred by him,
including but not limited to reasonable attorneys' fees and costs actually
incurred by him as they are incurred, as a result of Employee being made at any
time a party to, or being threatened to be made a party to, any proceeding
(other than an action by or in the right of the Company, which is addressed in
Section 18.2 of this Agreement), relating to actions Employee takes within the
scope of his employment as the President, Chief Executive Officer and Corporate
Secretary of the Company or in any other employment capacity, or in his role as
a director of the Company, provided that Employee acted in good faith and in a
manner he reasonably believed to be in the best interest of the Company and, in
the case of a criminal proceeding, had no reasonable cause to believe his
conduct was unlawful.




18.2     Indemnification of
Employee for Actions in the Right of the Company. The Company hereby
agrees to indemnify and hold Employee harmless from any liability, claims,
damages, losses, expenses, judgments or settlements actually incurred by him,
including but not limited to reasonable attorneys' fees and costs actually
incurred by him as they are incurred, as a result of Employee being made a
party to, or being threatened to be made a party to, any proceeding by or in
the right of the Company to procure a judgment in its favor by reason of any
action taken by Employee as an officer, director or agent of the Company,
provided that Employee acted in good faith in a manner he reasonably believed
to be in the best interests of the Company and its shareholders, and provided
further, that no indemnification by the Company shall be required pursuant to
this Section 18.2 (i) for acts or omissions that involve intentional misconduct
or a knowing and culpable violation of law, (ii) for acts or omissions that
Employee believed to be contrary to the best interests of the Company or its
shareholders or that involve the absence of good faith on the part of Employee,
(iii) for any transaction from which Employee derived an improper personal
benefit, (iv) for acts or omissions that show a reckless disregard by Employee
of his duties to the Company or its shareholders in circumstances in which
Employee was aware, or should have been aware, in the ordinary course of
performing his duties, of a risk of serious injury to the Company or its
shareholders, (v) for acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of Employee's duties to the Company
or its shareholders, or (vi) for any other act by Employee for which Employee
is not permitted to be indemnified under the Nevada General Corporations Law
and, if applicable, the California Corporations Code.  Furthermore, the Company
has no obligation to indemnify Employee pursuant to this Section 18.2 in any of
the following circumstances:




A.         In respect of any claim, issue, or
matter as to which Employee is adjudged to be liable to the Company in the
performance of his duties to the Company and its shareholders, unless and only
to the extent that the court in which such action was brought determines upon
application that, in view of all the circumstances of the case, he is fairly
and reasonably entitled to indemnity for the expenses and then only in the
amount that the court shall determine.


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B.         In the event of the application of
Section 18.2(A), then for amounts paid in settling or otherwise disposing of a
threatened or pending action without court approval.




C.         In the event of the application of
Section 18.2(A), then for expenses incurred in defending a threatened or
pending action which is settled or otherwise disposed of without court
approval.




18.3     Reimbursement. 
In the event that it is determined by a trier of fact that Employee is not
entitled to indemnification by the Company pursuant to Sections 18.1 or 18.2 of
this Agreement, then Employee is obligated to reimburse the Company for all amounts
paid by the Company on behalf of Employee pursuant to the indemnification
provisions of this Agreement.  In the event that Employee is successful on the
merits in the defense of any proceeding referred to in Sections 18.1 or 18.2 of
this Agreement, or any related claim, issue or matter, then the Company will
indemnify and hold Employee harmless from all fees, costs and expenses actually
incurred by him in connection with the defense of any such proceeding, claim,
issue or matter.




19.       Directors' and Officers'
Liability Insurance.  The Company will utilize its best efforts in good
faith to purchase directors' and officers' liability insurance for the officers
and directors of the Company, which would include the same coverage for
Employee.  The Company covenants to maintain
in effect a directors' and officers' liability insurance policy on the same
terms and conditions as applicable to all other officers and directors of the
Company.




20.       Notice.  All notices and other communications
required or permitted hereunder shall be in writing or in the form of an e-mail
(confirmed in writing) to be given only during the recipient's normal business
hours unless arrangements have otherwise been made to receive such notice by e-mail
outside of normal business hours, and shall be mailed by registered or
certified mail, postage prepaid, or otherwise delivered by hand, messenger, or e-mail
(as provided above) addressed (a) if to the Employee, at the address for such
Employee set forth on the signature page hereto or at such other address as
such Employee shall have furnished to the Company in writing or (b) if to the
Company, to its principal executive offices and addressed to the attention of
the Chairman, or at such other address as the Company shall have furnished in writing
to the Employee.




In case of the Company:




Envision Solar International, Inc.


5660 Eastgate Drive


San Diego, CA 92121


Attention: Chairman


In case of the Employee:




Desmond Wheatley


the address on file with the Company
as supplied by Employee.




21.       Attorneys' Fees. 
In the event that any of the parties must resort to legal action in order to
enforce the provisions of this Agreement or to defend such suit, 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 suit.


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22.       Entire Agreement. 
This Agreement embodies the entire understanding among the parties and merges
all prior discussions or communications among them, and no party shall be bound
by any definitions, conditions, warranties, or representations other than as
expressly stated in this Agreement or as subsequently set forth in a writing
signed by the duly authorized representatives of all of the parties hereto.




23.       No Oral Change;
Amendment.  This Agreement may only be changed or modified and any
provision hereof may only be waived by a writing signed by the party against
whom enforcement of any waiver, change or modification is sought.  This
Agreement may be amended only in writing by mutual consent of the parties.




24.       Severability. 
In the event that any provision of this Agreement shall be void or
unenforceable for any reason whatsoever, then such provision shall be stricken
and of no force and effect.  The remaining provisions of this Agreement shall,
however, continue in full force and effect, and to the extent required, shall
be modified to preserve their validity.




25.       Applicable Law. 
This Agreement shall be construed as a whole and in accordance with its fair
meaning.  This Agreement shall be interpreted in accordance with the laws of
the State of California, and venue for any action or proceedings brought with
respect to this Agreement shall be in the County of Los Angeles in the State of
California.




26.       Successors and
Assigns.  Each covenant and condition of this Agreement shall inure to
the benefit of and be binding upon the parties hereto, their respective heirs,
personal representatives, assigns and successors in interest.  Without limiting
the generality of the foregoing sentence, this Agreement shall be binding upon
any successor to the Company whether by merger, reorganization or otherwise.














[SIGNATURES ON FOLLOWING PAGE]














 














 














 














 














 














 














 














 




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            IN WITNESS WHEREOF, the parties hereto
have executed this Agreement on the date first above written.






	THE COMPANY:	Envision Solar International, Inc.
	 	a Nevada corporation
	 	 
	Attest:	
    
 

    
	 	John M. Evey
	 	Chairman
	
    
 

    	 
	Jay S. Potter, Director	 
	 	 
	EMPLOYEE:	
    
      By:

    
	 	Desmond Wheatley




  

 

 

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EXHIBIT A


 


BONUS POTENTIAL MILESTONES


 


FISCAL YEARS ENDING DECEMBER 31,
2016 THROUGH 2020


 


 


FISCAL YEAR ENDING DECEMBER 31, 2016


For the
purposes of calculating the bonus earned for fiscal year 2016, the sales
figures referenced are defined on a cash basis. That will be revisited relative
to fiscal year 2017. If a contracted amount is partially received, that amount
received will qualify in the calculation of bonus earned. Derivative impacts
should not be a factor during 2016.

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-12- 




FISCAL QUARTER ENDING MARCH 31, 2017
(IF APPLICABLE)


(If no quarterly bonus mark NA)


 


FISCAL QUARTER ENDING JUNE 30, 2017
(IF APPLICABLE)


(If no quarterly bonus mark NA)


 


FISCAL QUARTER ENDING SEPTEMBER 30,
2017 (IF APPLICABLE)


(If no quarterly bonus mark NA)


 


FISCAL QUARTER ENDING DECEMBER 31,
2017 (IF APPLICABLE)


(If no quarterly bonus mark NA)


 


FISCAL YEAR ENDING DECEMBER 31, 2017



 


 

-13- 




FISCAL QUARTER ENDING MARCH 31, 2018
(IF APPLICABLE)


(If no quarterly bonus mark NA)


 


FISCAL QUARTER ENDING JUNE 30, 2018
(IF APPLICABLE)


(If no quarterly bonus mark NA)


 


FISCAL QUARTER ENDING SEPTEMBER 30,
2018 (IF APPLICABLE)


(If no quarterly bonus mark NA)


 


FISCAL QUARTER ENDING DECEMBER 31,
2018 (IF APPLICABLE)


(If no quarterly bonus mark NA)


 


FISCAL YEAR ENDING DECEMBER 31, 2018


 

-14- 




 


FISCAL QUARTER ENDING MARCH 31, 2019
(IF APPLICABLE)


(If no quarterly bonus mark NA)


 


FISCAL QUARTER ENDING JUNE 30, 2019
(IF APPLICABLE)


(If no quarterly bonus mark NA)


 


FISCAL QUARTER ENDING SEPTEMBER 30,
2019 (IF APPLICABLE)


(If no quarterly bonus mark NA)


 


FISCAL QUARTER ENDING DECEMBER 31,
2019 (IF APPLICABLE)


(If no quarterly bonus mark NA)


 


FISCAL YEAR ENDING DECEMBER 31, 2019


 

-15- 




 


FISCAL QUARTER ENDING MARCH 31, 2020
(IF APPLICABLE)


(If no quarterly bonus mark NA)


 


FISCAL QUARTER ENDING JUNE 30, 2020
(IF APPLICABLE)


(If no quarterly bonus mark NA)


 


FISCAL QUARTER ENDING SEPTEMBER 30,
2020 (IF APPLICABLE)


(If no quarterly bonus mark NA)


 


FISCAL QUARTER ENDING DECEMBER 31,
2020 (IF APPLICABLE)


(If no quarterly bonus mark NA)


 


FISCAL YEAR ENDING DECEMBER 31, 2020

-16-