EXHIBIT 10.1


LOAN AND SECURITY AGREEMENT


THIS LOAN AND SECURITY AGREEMENT (this "Agreement")
dated as of October 30, 2015 (the "Effective Date") among SILICON
VALLEY BANK, a California corporation ("Bank"), and ENVISION
SOLAR INTERNATIONAL, INC., a Nevada corporation ("Envision International"),
and ENVISION SOLAR CONSTRUCTION, INC., a California corporation ("Envision
Construction", and together with Envision International, individually and
collectively, jointly and severally, "Borrower"), provides the terms on
which Bank shall lend to Borrower and Borrower shall repay Bank.  The parties
agree as follows:


1                    
ACCOUNTING AND OTHER TERMS


Accounting terms not defined in this Agreement shall be
construed following GAAP.  Calculations and determinations must be made following
GAAP.  Capitalized terms not otherwise defined in this Agreement shall have the
meanings set forth in Section 13.  All other terms contained in this
Agreement, unless otherwise indicated, shall have the meaning provided by the
Code to the extent such terms are defined therein.


2                    LOAN AND TERMS OF PAYMENT


2.1              Promise to Pay.  Borrower hereby unconditionally promises to
pay Bank the outstanding principal amount of all Credit Extensions and accrued
and unpaid interest thereon as and when due in accordance with this Agreement.


2.1.1           Revolving Advances.


(a)                
Availability.  Subject to the terms and conditions of this
Agreement, Bank shall make Advances not exceeding the Availability Amount.  Amounts borrowed under the Revolving Line may be repaid
and, prior to the Revolving Line Maturity Date, reborrowed, subject to the
applicable terms and conditions precedent herein.


(b)                
Termination; Repayment.  The Revolving Line terminates on the
Revolving Line Maturity Date, when the principal amount of all Advances, the
unpaid interest thereon, and all other Obligations relating to the Revolving
Line shall be immediately due and payable.


2.2                Intentionally Omitted. 



2.3                Payment of Interest on the Credit Extensions.  



(a)                
Interest Rate.  Subject to Section 2.3(b), the principal amount
outstanding under the Revolving Line shall accrue interest at a floating per
annum rate equal to the greater of three quarters of one percentage point (0.75%)
above the Prime Rate or four percent (4.00)%, which interest shall be payable
monthly in accordance with Section 2.3(d) below.


(b)                
Default Rate.  Immediately upon the occurrence and during the
continuance of an Event of Default, Obligations shall bear interest at a rate
per annum which is five percentage points (5.00%) above the rate that is
otherwise applicable thereto (the "Default Rate").  Fees and expenses
which are required to be paid by Borrower pursuant to the Loan Documents
(including, without limitation, Bank Expenses) but are not paid when due shall
bear interest until paid at a rate equal to the highest rate applicable to the
Obligations.  Payment or acceptance of the increased
interest rate provided in this Section 2.3(b) is not a permitted
alternative to timely payment and shall not constitute a waiver of any Event of
Default or otherwise prejudice or limit any rights or remedies of Bank. 


(c)                
Adjustment to Interest Rate.  Changes to the interest rate of any
Credit Extension based on changes to the Prime Rate shall be effective on the
effective date of any change to the Prime Rate and to the extent of any such
change. 


(d)                
Payment; Interest Computation.  Interest is payable monthly on the
first calendar day of each month and shall be computed on the basis of a
360-day year for the actual number of days elapsed.  In computing interest,
(i) all payments received after 12:00 p.m. Pacific time on any day shall be
deemed received at the opening of business on the next Business Day, and
(ii) the date of the making of any Credit Extension shall be included and the
date of 

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payment shall be excluded; provided, however, that if any Credit Extension is
repaid on the same day on which it is made, such day shall be included in
computing interest on such Credit Extension.


2.4                Fees.  Borrower shall pay to Bank:



(a)                
Commitment Fee.  A fully earned, non‐refundable commitment
fee of Twenty Five Hundred Dollars ($2,500), on the Effective Date.


(b)                
Bank Expenses.  All Bank Expenses (including reasonable
attorneys' fees and expenses for documentation and negotiation of this
Agreement, which fees for the documentation and negotiation of this Agreement
will not exceed Ten Thousand Dollars ($10,000) if there are no more than two
(2) reasonable turns of the Agreement) incurred through and after the Effective
Date, when due (or, if no stated due date, upon demand by Bank).


(c)                
Fees Fully Earned.  Unless otherwise provided in this Agreement
or in a separate writing by Bank, Borrower shall not be entitled to any credit,
rebate, or repayment of any fees earned by Bank pursuant to this Agreement
notwithstanding any termination of this Agreement or the suspension or termination
of Bank's obligation to make loans and advances hereunder.  Bank may deduct
amounts owing by Borrower under the clauses of this Section 2.4 pursuant to the
terms of Section 2.5(c).  Bank shall provide Borrower written notice of
deductions made from the Designated Deposit Account pursuant to the terms of
the clauses of this Section 2.4.


2.5                Payments; Application of Payments; Debit of Accounts.



(a)                
All payments to be made by Borrower under any Loan Document shall be
made in immediately available funds in Dollars, without setoff or counterclaim,
before 12:00 p.m. Pacific time on the date when due.  Payments of principal
and/or interest received after 12:00 p.m. Pacific time are considered received
at the opening of business on the next Business Day.  When a payment is due on
a day that is not a Business Day, the payment shall be due the next Business
Day, and additional fees or interest, as applicable, shall continue to accrue
until paid.  


(b)                
Bank has the exclusive right to determine the order and manner in which
all payments with respect to the Obligations may be applied.  Borrower shall
have no right to specify the order or the accounts to which Bank shall allocate
or apply any payments required to be made by Borrower to Bank or otherwise
received by Bank under this Agreement when any such allocation or application
is not specified elsewhere in this Agreement.


(c)                
Bank may debit any of Borrower's deposit accounts, including the
Designated Deposit Account, for principal and interest payments or any other
amounts Borrower owes Bank when due.  These debits shall not constitute a
set-off.


2.6                Withholding.  Payments received by Bank from Borrower under
this Agreement will be made free and clear of and without deduction for any and
all present or future taxes, levies, imposts, duties, deductions, withholdings,
assessments, fees or other charges imposed by any Governmental Authority
(including any interest, additions to tax or penalties applicable thereto). 
Specifically, however, if at any time any Governmental Authority, applicable
law, regulation or international agreement requires Borrower to make any
withholding or deduction from any such payment or other sum payable hereunder
to Bank, Borrower hereby covenants and agrees that the amount due from Borrower
with respect to such payment or other sum payable hereunder will be increased
to the extent necessary to ensure that, after the making of such required
withholding or deduction, Bank receives a net sum equal to the sum which it
would have received had no withholding or deduction been required, and Borrower
shall pay the full amount withheld or deducted to the relevant Governmental
Authority.  Borrower will, upon request, furnish Bank with proof reasonably
satisfactory to Bank indicating that Borrower has made such withholding
payment; provided, however, that Borrower need not make any withholding payment
if the amount or validity of such withholding payment is contested in good
faith by appropriate and timely proceedings and as to which payment in full is
bonded or reserved against by Borrower.  The agreements and obligations of
Borrower contained in this Section 2.6 shall survive the termination of
this Agreement.

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3                  CONDITIONS OF LOANS


3.1                Conditions Precedent to Initial Credit Extension.  Bank's
obligation to make the initial Credit Extension is subject to the condition
precedent that Bank shall have received, in form and substance satisfactory to
Bank, such documents, and completion of such other matters, as Bank may
reasonably deem necessary or appropriate, including, without limitation:


(a)                
duly executed original signatures to the Loan
Documents;


(b)                
the Keshif Guaranty Supplement;


(c)                
the Morgan Stanley Letter of Credit;


(d)                
the Side Letter;


(e)                
the Operating Documents and long-form good standing certificates of
Borrower and its Subsidiaries certified by the Secretary of State (or
equivalent agency) of Borrower's and such Subsidiaries' jurisdiction of
organization or formation and each jurisdiction in which Borrower and each
Subsidiary is qualified to conduct business, each as of a date no earlier than
thirty (30) days prior to the Effective Date;


(f)                 
duly executed original signatures to the completed Borrowing Resolutions
for each Borrower;


(g)                
certified copies, dated as of a recent date, of financing statement
searches, as Bank may request, accompanied by written evidence (including any
UCC termination statements) that the Liens indicated in any such financing
statements either constitute Permitted Liens or have been or, in connection
with the initial Credit Extension, will be terminated or released;


(h)                
the Perfection Certificate of Borrower, together with the duly executed
original signature thereto;


(i)                  
evidence satisfactory to Bank that the insurance policies and
endorsements required by Section 6.5 hereof are in full force and effect,
together with appropriate evidence showing lender loss payable and/or
additional insured clauses or endorsements in favor of Bank; and


(j)                  
payment of the fees and Bank Expenses then due as specified in
Section 2.4 hereof.


3.2                Conditions Precedent to all Credit Extensions.  Bank's
obligations to make each Credit Extension, including the initial Credit
Extension, is subject to the following conditions precedent:


(a)                
timely receipt of an executed Payment/Advance Form;  


(b)                
the representations and warranties in this Agreement shall be true,
accurate, and complete in all material respects on the date of the Payment/Advance
Form and on the Funding Date of each Credit Extension; provided, however, that
such materiality qualifier shall not be applicable to any representations and
warranties that already are qualified or modified by materiality in the text
thereof; and provided, further that those
representations and warranties expressly referring to a specific date shall be
true, accurate and complete in all material respects as of such date,
and no Event of Default shall have occurred and be continuing or result from
the Credit Extension.  Each Credit Extension is Borrower's representation and
warranty on that date that the representations and warranties in this Agreement
remain true, accurate, and complete in all material respects; provided,
however, that such materiality qualifier shall not be applicable to any
representations and warranties that already are qualified or modified by
materiality in the text thereof; and provided, further that
those representations and warranties expressly referring to a specific date
shall be true, accurate and complete in all material respects as of such date;
and


(c)                
Bank determines to its satisfaction that there has not been a
Material Adverse Change.


3.3                Covenant to Deliver.  Borrower
agrees to deliver to Bank each item required to be delivered to Bank under this
Agreement as a condition precedent to any Credit Extension.  Borrower
expressly agrees that a Credit Extension made prior to the receipt by Bank of
any such item shall not 

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constitute a waiver by Bank of Borrower's obligation to deliver such item,
and the making of any Credit Extension in the absence of a required item shall
be in Bank's sole discretion.


3.4                Procedures for Borrowing.  Subject to the prior satisfaction
of all other applicable conditions to the making of an Advance set forth in
this Agreement, to obtain an Advance, Borrower shall notify Bank (which notice
shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 p.m.
Pacific time on the Funding Date of the Advance.  Together with any such
electronic or facsimile notification, Borrower shall deliver to Bank by
electronic mail or facsimile a completed Payment/Advance Form executed by a
Responsible Officer or his or her designee.  Bank may rely on any telephone
notice given by a person whom Bank believes is a Responsible Officer or designee. 
Bank shall credit Advances to the Designated Deposit Account.  Bank may make
Advances under this Agreement based on instructions from a Responsible Officer
or his or her designee or without instructions if the Advances are necessary to
meet Obligations which have become due.


4                   CREATION OF SECURITY INTEREST


4.1               
Grant of Security Interest.  Borrower hereby grants
Bank, to secure the payment and performance in full of all of the Obligations,
a continuing security interest in, and pledges to Bank, the Collateral,
wherever located, whether now owned or hereafter acquired or arising, and all
proceeds and products thereof (subject only to Permitted Liens that are
permitted pursuant to the terms of this Agreement or applicable law to have
superior priority to Bank's Lien in this Agreement).


Borrower acknowledges that it previously has entered,
and/or may in the future enter, into Bank Services Agreements with Bank. 
Regardless of the terms of any Bank Services Agreement, Borrower agrees that
any amounts Borrower owes Bank thereunder shall be deemed to be Obligations
hereunder and that it is the intent of Borrower and Bank to have all such
Obligations secured by the first priority perfected security interest in the
Collateral granted herein (subject only to Permitted Liens that are permitted
pursuant to the terms of this Agreement or applicable law to have superior
priority to Bank's Lien in this Agreement).




If this Agreement is terminated,
Bank's Lien in the Collateral shall continue until the Obligations (other than
inchoate indemnity obligations) are repaid in full in cash.  Upon payment in
full in cash of the Obligations (other than inchoate indemnity obligations) and
at such time as Bank's obligation to make Credit Extensions has terminated,
Bank shall, at the sole cost and expense of Borrower, release its Liens in the
Collateral and all rights therein shall revert to Borrower.  In the event (x)
all Obligations (other than inchoate indemnity obligations), except for Bank
Services, are satisfied in full, and (y) this Agreement is terminated, Bank
shall terminate the security interest granted herein upon Borrower providing
cash collateral acceptable to Bank in its good faith business judgment for Bank
Services, if any.  In the event such Bank Services consist of outstanding
Letters of Credit, Borrower shall provide to Bank cash collateral in an amount
equal to (x) if such Letters of Credit are denominated in Dollars, then at
least one hundred five percent (105.0%); and (y) if such Letters of Credit
are denominated in a Foreign Currency, then at least one hundred ten percent
(110.0%), of the Dollar Equivalent of the face amount of all such Letters of
Credit plus all interest, fees, and costs due or to become due in connection
therewith (as estimated by Bank in its business judgment), to secure all of the
Obligations relating  to such  Letters of Credit.


4.2                         Priority of Security Interest.  Borrower represents,
warrants, and covenants that the security interest granted herein is and shall
at all times continue to be a first priority perfected security interest in the
Collateral (subject only to Permitted Liens that are permitted pursuant to the
terms of this Agreement or applicable law to have superior priority to Bank's
Lien under this Agreement).  If Borrower shall acquire a commercial tort claim,
Borrower shall promptly notify Bank in a writing signed by Borrower of the
general details thereof and grant to Bank in such writing a security interest
therein and in the proceeds thereof, all upon the terms of this Agreement, with
such writing to be in form and substance reasonably satisfactory to Bank.


4.3                Authorization to File Financing Statements.  Borrower hereby
authorizes Bank to file financing statements, without notice to Borrower, with
all appropriate jurisdictions to perfect or protect Bank's interest or rights
hereunder, including a notice that any disposition of the Collateral, except
Inventory in the ordinary course of Borrower's business, by either Borrower or
any other Person, shall be deemed to violate the rights of Bank under the
Code.  Such financing statements may indicate the Collateral as "all assets of
the Debtor" or words of similar effect, or as being of an equal or lesser scope,
or with greater detail, all in Bank's discretion.

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4.4                Pledge of Collateral.  Borrower hereby pledges, assigns and
grants to Bank  a security interest in all the Shares, together with all
proceeds and substitutions thereof, all cash, stock and other moneys and
property paid thereon, all rights to subscribe for securities declared or
granted in connection therewith, and all other cash and noncash proceeds of the
foregoing, as security for the performance of the Obligations.  On the
Effective Date, or, to the extent not certificated as of the Effective Date,
within ten (10) days of the certification of any Shares, the certificate or
certificates for the Shares will be delivered to Bank, accompanied by an
instrument of assignment duly executed in blank by Borrower.  To the extent
required by the terms and conditions governing the Shares, Borrower shall cause
the books of each entity whose Shares are part of the Collateral and any
transfer agent to reflect the pledge of the Shares.  Upon the occurrence and
during the continuance of an Event of Default hereunder, Bank may effect the
transfer of any securities included in the Collateral (including but not
limited to the Shares) into the name of Bank and cause new (as applicable)
certificates representing such securities to be issued in the name of Bank or
its transferee.  Borrower will execute and deliver such documents, and take or
cause to be taken such actions, as Bank may reasonably request to perfect or
continue the perfection of Bank's security interest in the Shares.  Unless an
Event of Default shall have occurred and be continuing, Borrower shall be
entitled to exercise any voting rights with respect to the Shares and to give
consents, waivers and ratifications in respect thereof, provided that no vote
shall be cast or consent, waiver or ratification given or action taken which
would be inconsistent with any of the terms of this Agreement or which would
constitute or create any violation of any of such terms.  All such rights to
vote and give consents, waivers and ratifications shall terminate upon the
occurrence and continuance of an Event of Default.


5                   REPRESENTATIONS
AND WARRANTIES


Borrower represents and warrants
as follows: 


5.1                Due Organization, Authorization; Power and Authority. 
Borrower is duly existing and in good standing as a Registered Organization in
its jurisdiction of formation and is qualified and licensed to do business and
is in good standing in any jurisdiction in which the conduct of its business or
its ownership of property requires that it be qualified except where the
failure to do so could not reasonably be expected to have a material adverse
effect on Borrower's business.  In connection with this Agreement, Borrower has
delivered to Bank a completed certificate signed by Borrower, entitled "Perfection
Certificate".  Borrower represents and warrants to Bank that
(a) Borrower's exact legal name is that indicated on the Perfection
Certificate and on the signature page hereof; (b) Borrower is an
organization of the type and is organized in the jurisdiction set forth in the
Perfection Certificate; (c) the Perfection Certificate accurately sets forth
Borrower's organizational identification number or accurately states that
Borrower has none; (d) the Perfection Certificate accurately sets forth
Borrower's place of business, or, if more than one, its chief executive office
as well as Borrower's mailing address (if different than its chief executive
office); (e) Borrower (and each of its predecessors) has not, in the past
five (5) years, changed its jurisdiction of formation, organizational structure
or type, or any organizational number assigned by its jurisdiction; and (f) all
other information set forth on the Perfection Certificate pertaining to
Borrower and each of its Subsidiaries is accurate and complete (it being
understood and agreed that Borrower may from time to time update certain
information in the Perfection Certificate after the Effective Date to the
extent permitted by one or more specific provisions in this Agreement).  If
Borrower is not now a Registered Organization but later becomes one, Borrower
shall promptly notify Bank of such occurrence and provide Bank with Borrower's
organizational identification number.


The execution, delivery and performance by
Borrower of the Loan Documents to which it is a
party have been duly authorized, and do not (i) conflict with any of
Borrower's  organizational documents, (ii) contravene,
conflict with, constitute a default under or violate any material Requirement
of Law, (iii) contravene, conflict or violate any applicable order, writ,
judgment, injunction, decree, determination or award of any Governmental
Authority by which Borrower or any of its Subsidiaries or any of their property
or assets may be bound or affected, (iv) require any action by, filing,
registration, or qualification with, or Governmental Approval from, any
Governmental Authority (except such Governmental Approvals which have already
been obtained and are in full force and effect or (v) conflict with, contravene, constitute a default or
breach under, or result in or permit the termination or acceleration of, any
material agreement by which Borrower is
bound.  Borrower is not in default under any agreement
to which it is a party or by which it is bound in which the default could reasonably be expected to have a
material adverse effect on Borrower's business.


5.2                Collateral. 
Borrower has good title to, rights in, and the power to transfer each item of
the Collateral upon which it purports to grant a Lien hereunder, free and clear
of any and all Liens except Permitted Liens.  Borrower has no Collateral
Accounts at or with any bank or financial institution other than Bank or Bank's
Affiliates except for the Collateral Accounts described in the Perfection
Certificate delivered to Bank in connection herewith and which 

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Borrower has taken such actions as are necessary to give Bank a perfected
security interest therein, pursuant to the term of Section 6.6(b).  The
Accounts are bona fide, existing obligations of the Account Debtors.   


The Collateral is not in the possession of any
third party bailee (such as a warehouse) except as otherwise provided in the
Perfection Certificate.  None of the components of the Collateral shall be
maintained at locations other than as provided in the Perfection Certificate or
as permitted pursuant to Section 7.2.  


All Inventory is in all material respects of good
and marketable quality, free from material defects.


Borrower is the sole owner of the Intellectual
Property which it owns or purports to own except for (a) non-exclusive licenses
granted to its customers in the ordinary course of business, (b)
over-the-counter software that is commercially available to the public, and (c)
material Intellectual Property licensed to Borrower and noted on the Perfection
Certificate.  Each Patent which it owns or purports to own and which is
material to Borrower's business is valid and enforceable, and no part of the
Intellectual Property which Borrower owns or purports to own and which is
material to Borrower's business has been judged invalid or unenforceable, in
whole or in part.  To the best of Borrower's knowledge, no claim has been made
that any part of the Intellectual Property violates the rights of any third
party except to the extent such claim would not reasonably be expected to have
a material adverse effect on Borrower's business.  


Except as noted on the Perfection Certificate, Borrower is
not a party to, nor is it bound by, any Restricted License.


5.3                Litigation.  There are no actions or proceedings pending or,
to the knowledge of any Responsible Officer, threatened in writing by or
against Borrower or any of its Subsidiaries involving more than, individually
or in the aggregate, One Hundred Thousand Dollars ($100,000).


5.4                Financial Statements; Financial Condition.  All consolidated
financial statements for Borrower and any of its Subsidiaries delivered to Bank
fairly present in all material respects Borrower's consolidated financial
condition and Borrower's consolidated results of operations.  There has not
been any material deterioration in Borrower's consolidated financial condition
since the date of the most recent financial statements submitted to Bank.


5.5                Solvency.  The fair salable value of Borrower's consolidated
assets (including goodwill minus disposition costs) exceeds the fair value of
Borrower's liabilities; Borrower is not left with unreasonably small capital
after the transactions in this Agreement; and Borrower is able to pay its debts
(including trade debts) as they mature.


5.6                Regulatory Compliance.  Borrower is not an "investment
company" or a company "controlled" by an "investment company" under the
Investment Company Act of 1940, as amended.  Borrower is not engaged as one of
its important activities in extending credit for margin stock (under
Regulations X, T and U of the Federal Reserve Board of Governors).  Borrower
(a) has complied in all material respects with all Requirements of Law, and
(b) has not violated any Requirements of Law the violation of which could
reasonably be expected to have a material adverse effect on its business.  None
of Borrower's or any of its Subsidiaries' properties or assets has been used by
Borrower or any Subsidiary or, to the best of Borrower's knowledge, by previous
Persons, in disposing, producing, storing, treating, or transporting any hazardous
substance other than legally.  Borrower and each of its Subsidiaries have
obtained all consents, approvals and authorizations of, made all declarations
or filings with, and given all notices to, all Governmental Authorities that
are necessary to continue their respective businesses as currently conducted.


5.7                Subsidiaries; Investments.  Borrower does not own any stock,
partnership, or other ownership interest or other equity securities except for
Permitted Investments.


5.8                Tax Returns and Payments; Pension Contributions.  Borrower has timely filed all required tax returns and
reports, and Borrower has timely paid all foreign, federal, state and local
taxes, assessments, deposits and contributions owed by Borrower except
(a) to the extent such taxes are being contested in good faith by
appropriate proceedings promptly instituted and diligently conducted, so long
as such reserve or other appropriate provision, if any, as shall be required in
conformity with GAAP shall have been made therefor, (b) if such taxes,
assessments, deposits and contributions do not, individually or in the 

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aggregate, exceed Twenty Five Hundred Dollars ($2,500), or (c) sales taxes
owed by Envision Construction in an aggregate amount not to exceed Thirty Seven
Thousand Dollars ($37,000) with respect to which no Liens exist as a result of
such Indebtedness.  


To the extent Borrower defers payment of
any contested taxes, Borrower shall (i) notify Bank in writing of the
commencement of, and any material development in, the proceedings, and (ii)
post bonds or take any other steps required to prevent the governmental
authority levying such contested taxes from obtaining a Lien upon any of the
Collateral that is other than a "Permitted Lien."  Borrower is unaware of any
claims or adjustments proposed for any of Borrower's prior tax years which
could result in additional taxes becoming due and payable by Borrower in excess
of Twenty Five Hundred Dollars ($2,500).  Borrower has paid all amounts
necessary to fund all present pension, profit sharing and deferred compensation
plans in accordance with their terms, and Borrower has not withdrawn from
participation in, and has not permitted partial or complete termination of, or
permitted the occurrence of any other event with respect to, any such plan which
could reasonably be expected to result in any liability of Borrower, including
any liability to the Pension Benefit Guaranty Corporation or its successors or
any other governmental agency.


5.9                Use of Proceeds.  Borrower shall use the proceeds of the
Credit Extensions solely as working capital and to fund its general business
requirements and not for personal, family, household or agricultural purposes.


5.10            Full Disclosure.  No written representation, warranty or
other statement of Borrower in any certificate or written statement given to
Bank, as of the date such representation, warranty, or other statement was
made, taken together with all such written certificates and written statements
given to Bank, contains any untrue statement of a material fact or omits to state
a material fact necessary to make the statements contained in the certificates
or statements not misleading (it being recognized by Bank that the projections
and forecasts provided by Borrower in good faith and based upon reasonable
assumptions are not viewed as facts and that actual results during the period
or periods covered by such projections and forecasts may differ from the
projected or forecasted results).


5.11            Definition of "Knowledge."  For purposes of the Loan
Documents, whenever a representation or warranty is made to Borrower's
knowledge or awareness, to the "best of" Borrower's knowledge, or with a
similar qualification, knowledge or awareness means the actual knowledge, after
reasonable investigation, of any Responsible Officer.


5.12            Shares.  Borrower has full power and authority to create a
first lien on the Shares and no disability or contractual obligation exists
that would prohibit Borrower from pledging the Shares pursuant to this
Agreement.  To Borrower's knowledge, there are no subscriptions, warrants,
rights of first refusal or other restrictions on transfer relative to, or
options exercisable with respect to the Shares.  The Shares have been and will
be duly authorized and validly issued, and are fully paid and non‐assessable. 
To Borrower's knowledge, the Shares are not the subject of any present or
threatened suit, action, arbitration, administrative or other proceeding, and
Borrower knows of no reasonable grounds for the institution of any such
proceedings.


6                 AFFIRMATIVE
COVENANTS


Borrower shall do all of the following:


6.1                Government Compliance.  


(a)           Maintain its and
all its Subsidiaries' legal existence and good standing in their respective
jurisdictions of formation and maintain qualification in each jurisdiction in
which the failure to so qualify would reasonably be expected to have a material
adverse effect on Borrower's business or operations.  Borrower shall comply,
and have each Subsidiary comply, in all material respects, with all laws,
ordinances and regulations to which it is subject.


(b)           Obtain all of the
Governmental Approvals necessary for the performance by Borrower of its
obligations under the Loan Documents to which it is a party and the grant of a
security interest to Bank in all of its property.  Borrower shall promptly
provide copies of any such obtained Governmental Approvals to Bank.

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6.2                Financial Statements, Reports, Certificates.  Provide Bank
with the following:


(a)                
Monthly Financial Statements.  As soon as available, but no later
than thirty (30) days after the last day of each month, a company prepared consolidated
balance sheet and income statement covering Borrower's consolidated operations
for such month certified by a Responsible Officer and in a form acceptable to
Bank (the "Monthly Financial Statements"); 


(b)                
Monthly Compliance Certificate.  Within thirty (30) days after
the last day of each month and together with the Monthly Financial Statements,
a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was
in full compliance with all of the terms and conditions of this Agreement, and
setting forth calculations showing compliance with the financial covenants set
forth in this Agreement and such other information as Bank may reasonably
request;


(c)                
Annual Operating Budget and Financial
Projections.  Within sixty (60) days after
the end of each fiscal year of Borrower, (i) annual operating budgets
(including income statements, balance sheets and cash flow statements, by
month) for the upcoming fiscal year of Borrower, and (ii) annual
financial projections for the following fiscal year (on a quarterly basis) as
approved by Borrower's board of directors, together with any related business
forecasts used in the preparation of such annual financial projections;


(d)                
Annual Audited Financial Statements.  As soon as available, but
no later than two hundred ten (210) days after the last day of Borrower's
fiscal year, audited consolidated financial statements prepared under GAAP,
consistently applied, together with a qualified opinion on the financial
statements from an independent certified public accounting firm reasonably
acceptable to Bank;


(e)                
Other Statements.  Within five (5) days of delivery, copies of
all statements, reports and notices made available to Borrower's security holders
or to any holders of Subordinated Debt;


(f)                 
SEC Filings.  In the event that Borrower becomes subject to the
reporting requirements under the Exchange Act within five (5) days of filing,
copies of all periodic and other reports, proxy statements and other materials
filed by Borrower with the SEC, any Governmental Authority succeeding to any or
all of the functions of the SEC or with any national securities exchange, or
distributed to its shareholders, as the case may be.  Documents required to
be delivered pursuant to the terms hereof (to the extent any such documents are
included in materials otherwise filed with the SEC) may be delivered
electronically and if so delivered, shall be deemed to have been delivered on
the date on which Borrower posts such documents, or provides a link thereto, on
Borrower's website on the Internet at Borrower's website address; provided,
however, Borrower shall promptly notify Bank in writing (which may be by
electronic mail) of the posting of any such documents;


(g)                
Legal Action Notice.  A prompt report of any legal actions
pending or threatened in writing against Borrower or any of its Subsidiaries
that could result in damages or costs to Borrower or any of its Subsidiaries
of, individually or in the aggregate, One Hundred Thousand Dollars ($100,000)
or more; and 


(h)                
Other Financial Information.  Other financial information
reasonably requested by Bank. 


6.3                Inventory; Returns.  Keep all Inventory in good and
marketable condition, free from material defects.  Returns and allowances
between Borrower and its Account Debtors shall follow Borrower's customary
practices as they exist at the Effective Date.  Borrower must promptly notify
Bank of all returns, recoveries, disputes and claims that involve more than One
Hundred Thousand Dollars ($100,000).


6.4                Taxes; Pensions.  Timely
file, and require each of its Subsidiaries to timely file, all required tax
returns and reports and timely pay, and require each of its Subsidiaries to
timely pay, all foreign, federal, state and local taxes, assessments, deposits
and contributions owed by Borrower and each of its Subsidiaries, except for
deferred payment of any taxes contested pursuant to the terms of Section 5.9
hereof, and shall deliver to Bank, on demand, appropriate certificates
attesting to such payments, and pay all amounts
necessary to fund all present pension, profit sharing and deferred compensation
plans in accordance with their terms.

-8- 







6.5                Insurance.  


(a)                
Keep its business and the Collateral insured for risks and in amounts
standard for companies in Borrower's industry and location and as Bank may
reasonably request.  Insurance policies shall be in a form, with financially
sound and reputable insurance companies that are not Affiliates of Borrower,
and in amounts that are satisfactory to Bank.  All property policies shall have
a lender's loss payable endorsement showing Bank as an additional lender loss
payee.  All liability policies shall show, or have endorsements showing, Bank
as an additional insured.  Bank shall be named as lender loss payee and/or additional
insured with respect to any such insurance providing coverage in respect of any
Collateral. 


(b)                
Ensure that proceeds payable under any property policy are, at
Bank's option, payable to Bank on account of the Obligations.  


(c)                
At Bank's request, Borrower shall deliver certified copies of insurance
policies and evidence of all premium payments.  Each provider of any such
insurance required under this Section 6.5 shall agree, by endorsement upon the
policy or policies issued by it or by independent instruments furnished to
Bank, that it will give Bank thirty (30) days prior written notice before
any such policy or policies shall be materially altered or canceled.  If
Borrower fails to obtain insurance as required under this Section 6.5 or
to pay any amount or furnish any required proof of payment to third persons and
Bank, Bank may make all or part of such payment or obtain such insurance
policies required in this Section 6.5, and take any action under the policies
Bank deems prudent.


6.6                Operating Accounts.


(a)            
Maintain its primary and its Subsidiaries' primary operating and other
deposit accounts and securities accounts with Bank and Bank's Affiliates, which
accounts shall represent at least eighty five percent (85%) of the dollar value
of Borrower's and such Subsidiaries' accounts at all financial institutions.
 


(b)                
Provide Bank five (5) days prior written notice before establishing any
Collateral Account at or with any bank or financial institution other than Bank
or Bank's Affiliates.  For each Collateral Account that Borrower at any time
maintains, Borrower shall cause the applicable bank or financial institution
(other than Bank) at or with which any Collateral Account is maintained to
execute and deliver a Control Agreement or other appropriate instrument with
respect to such Collateral Account to perfect Bank's Lien in such Collateral
Account in accordance with the terms hereunder which Control Agreement may not
be terminated without the prior written consent of Bank.  The provisions of the
previous sentence shall not apply to deposit accounts exclusively used for
payroll, payroll taxes and other employee wage and benefit payments to or for
the benefit of Borrower's employees and identified to Bank by Borrower as such.


6.7                Intentionally Omitted.  


6.8                Protection of Intellectual Property Rights.  


(a)                
(i) Protect, defend and maintain the validity and enforceability of its
Intellectual Property; (ii) promptly advise Bank in writing of material
infringements or any other event that could reasonably be expected to
materially and adversely affect the value of its Intellectual Property; and
(iii) not allow any Intellectual Property material to Borrower's business to be
abandoned, forfeited or dedicated to the public without Bank's written
consent.  


(b)                
Provide written notice to Bank within ten (10) days of entering or
becoming bound by any Restricted License (other than over-the-counter software
that is commercially available to the public).  Borrower shall take such steps
as Bank requests to obtain the consent of, or waiver by, any person whose
consent or waiver is necessary for (i) any Restricted License to be deemed
"Collateral" and for Bank to have a security interest in it that might
otherwise be restricted or prohibited by law or by the terms of any such
Restricted License, whether now existing or entered into in the future, and
(ii) Bank to have the ability in the event of a liquidation of any
Collateral to dispose of such Collateral in accordance with Bank's rights and
remedies under this Agreement and the other Loan Documents.


6.9                Litigation Cooperation. 
From the date hereof and continuing through the termination of this Agreement,
make available to Bank, without expense to Bank, Borrower and its officers,
employees and agents and Borrower's books and records, to the extent that Bank
may deem them reasonably 

-9- 







necessary to prosecute or defend any third-party suit or proceeding
instituted by or against Bank with respect to any Collateral or relating to
Borrower.


6.10            Access to Collateral; Books and Records.  Allow Bank, or its
agents, to inspect the Collateral and audit and copy Borrower's Books.  Such
inspections or audits shall be conducted no more often than once every twelve
(12) months unless an Event of Default has occurred and is continuing in which
case such inspections and audits shall occur as often as Bank shall determine
is necessary.  The foregoing inspections and audits shall be at Borrower's
expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850)
per person per day (or such higher amount as shall represent Bank's
then-current standard charge for the same), plus reasonable out-of-pocket
expenses.  In the event Borrower and Bank schedule an audit more than ten (10)
days in advance, and Borrower cancels or seeks to reschedule the audit with
less than ten (10) days written notice to Bank, then (without limiting any of
Bank's rights or remedies), Borrower shall pay Bank a fee of One Thousand
Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate
Bank for the anticipated costs and expenses of the cancellation or
rescheduling.


6.11            Formation or Acquisition of Subsidiaries.  Notwithstanding
and without limiting the negative covenants contained in Sections 7.3 and 7.7
hereof, at the time that Borrower forms any direct or indirect Subsidiary or
acquires any direct or indirect Subsidiary after the Effective Date, Borrower
shall (a) cause such new Subsidiary to provide to Bank a joinder to the Loan
Agreement to cause such Subsidiary to become a co-borrower hereunder, together
with such appropriate financing statements and/or Control Agreements, all in
form and substance satisfactory to Bank (including being sufficient to grant
Bank a first priority Lien (subject to Permitted Liens) in and to the assets of
such newly formed or acquired Subsidiary), (b) provide to Bank appropriate
certificates and powers and financing statements, pledging all of the direct or
beneficial ownership interest in such new Subsidiary, in form and substance
satisfactory to Bank, and (c) provide to Bank all other documentation in form
and substance satisfactory to Bank, including one or more opinions of counsel
satisfactory to Bank, which in its opinion is appropriate with respect to the
execution and delivery of the applicable documentation referred to above.  Any
document, agreement, or instrument executed or issued pursuant to this Section
6.13 shall be a Loan Document.


6.12            Further Assurances.  Execute any further instruments and take
further action as Bank reasonably requests to perfect or continue Bank's Lien
in the Collateral or to effect the purposes of this Agreement.  Deliver to
Bank, within five (5) days after the same are sent or received, copies
of all correspondence, reports, documents and other filings with any
Governmental Authority regarding compliance with or maintenance of Governmental
Approvals or Requirements of Law or that could reasonably be expected to have a
material effect on any of the Governmental Approvals or otherwise on the
operations of Borrower or any of its Subsidiaries.


7                    NEGATIVE COVENANTS


Borrower shall not do any of the following without Bank's
prior written consent:


7.1                Dispositions.  Convey, sell, lease, transfer, assign, or
otherwise dispose of (collectively, "Transfer"), or permit any of its
Subsidiaries to Transfer, all or any part of its business or property, except
for Transfers (a) of Inventory in the ordinary course of business;
(b) of worn‐out or obsolete Equipment that is, in the reasonable
judgment of Borrower, no longer economically practicable to maintain or useful
in the ordinary course of business of Borrower; (c) consisting of Permitted
Liens and Permitted Investments; (d) consisting of the sale or issuance of
any stock of Borrower permitted under Section 7.2 of this Agreement or under
the Side Letter; (e) consisting of Borrower's use or transfer of money or
Cash Equivalents in a manner that is not prohibited by the terms of this
Agreement or the other Loan Documents; and (f) of non-exclusive licenses
for the use of the property of Borrower or its Subsidiaries in the ordinary
course of business and licenses that could not result in a legal transfer of
title of the licensed property but that may be exclusive in respects other than
territory and that may be exclusive as to territory only as to discreet
geographical areas outside of the United States.  Borrower shall not make any
payments in respect of the Noble Note Documents; provided, however, so long as
no Event of Default has occurred and is continuing or would exist immediately
after such payment, Borrower may make each regularly scheduled, non-accelerated
payment of non-default (i) interest or (ii) with prior written consent of Bank,
which consent shall not be unreasonably withheld, principal, in each case as
and when due and payable in accordance with the terms of the Noble Debt
Documents.

-10- 







7.2                Changes in Business, Management, Ownership, or Business Locations. 
(a) Engage in or permit any of its Subsidiaries to engage in any business
other than the businesses currently engaged in by Borrower and such Subsidiary,
as applicable, or reasonably related thereto; (b) liquidate or dissolve; or
(c) (i) fail to provide notice to Bank of any Key Person departing
from or ceasing to be employed by Borrower within five (5) days after his or
her departure from Borrower; or (ii) enter into
any transaction or series of related transactions in which the stockholders of
Borrower who were not stockholders immediately prior to the first such
transaction own more than forty percent 40% of the voting stock of Borrower
immediately after giving effect to such transaction or related series of such
transactions (other than by the sale of Borrower's equity securities in
a public offering or to venture capital or private equity investors so long as
Borrower identifies to Bank the venture capital or private equity investors at
least seven (7) Business Days prior to the closing of the transaction and
provides to Bank a description of the material terms of the transaction). 



Borrower shall not, without at least thirty (30) days
prior written notice to Bank: (1) add any new offices or business locations,
including warehouses (unless such new offices or business locations contain
less than Ten Thousand Dollars ($10,000) in Borrower's assets or property) or
deliver any portion of the Collateral valued, individually or in the aggregate,
in excess of Ten Thousand Dollars ($10,000) to a bailee at a location other
than to a bailee and at a location already disclosed in the Perfection
Certificate, (2) change its jurisdiction of organization, (3) change its
organizational structure or type, (4) change its legal name, or (5) change any
organizational number (if any) assigned by its jurisdiction of organization.  




7.3                Mergers or Acquisitions.  Merge or consolidate, or permit any
of its Subsidiaries to merge or consolidate, with any other Person, or acquire,
or permit any of its Subsidiaries to acquire, all or substantially all of the
capital stock or property of another Person (including, without limitation, by
the formation of any Subsidiary).  A Subsidiary may merge or consolidate into
another Subsidiary or into Borrower.


7.4                Indebtedness.  Create, incur, assume, or be liable for any
Indebtedness, or permit any Subsidiary to do so, other than Permitted
Indebtedness.


7.5                Encumbrance.  Create, incur, allow, or suffer any Lien on any
of its property, or assign or convey any right to receive income, including the
sale of any Accounts, or permit any of its Subsidiaries to do so, except for
Permitted Liens, permit any Collateral not to be subject to the first priority
security interest granted herein (subject only to Permitted Liens that are
permitted pursuant to the terms of this Agreement or applicable law to have
superior priority to Bank's Lien in this Agreement), or
enter into any agreement, document, instrument or other arrangement (except
with or in favor of Bank) with any Person which directly or indirectly
prohibits or has the effect of prohibiting Borrower or any Subsidiary from
assigning, mortgaging, pledging, granting a security interest in or upon, or
encumbering any of Borrower's or any Subsidiary's Intellectual Property, except
as is otherwise permitted in Section 7.1 hereof and the definition of
"Permitted Liens" herein.


7.6                Maintenance of Collateral Accounts.  Maintain any Collateral
Account except pursuant to the terms of Section 6.6(b) hereof.


7.7               
Distributions; Investments.  (a) Pay any
dividends or make any distribution or payment or redeem, retire or purchase any
capital stock; or (b) directly or
indirectly make any Investment (including, without limitation, by the formation
of any Subsidiary) other than Permitted Investments, or permit any of its
Subsidiaries to do so.


7.8                Transactions with Affiliates.  Directly or indirectly enter
into or permit to exist any material transaction with any Affiliate of
Borrower, except for (a) transactions that are in the ordinary course of
Borrower's business, upon fair and reasonable terms that are no less favorable
to Borrower than would be obtained in an arm's length transaction with a
non-affiliated Person and (b) transactions with Keshif pursuant to the Side
Letter.


7.9                Subordinated Debt.  (a) Make or permit any payment on any
Subordinated Debt, except under the terms of the subordination, intercreditor,
or other similar agreement to which such Subordinated Debt is subject, or
(b) amend any provision in any document relating to the Subordinated Debt
which would increase the amount thereof, provide for earlier or greater
principal, interest, or other payments thereon, or adversely affect the
subordination thereof to Obligations owed to Bank.

-11- 







7.10            Compliance.  Become an "investment company" or a company
controlled by an "investment company", under the Investment Company Act of
1940, as amended, or undertake as one of its important activities extending
credit to purchase or carry margin stock (as defined in Regulation U of the
Board of Governors of the Federal Reserve System), or use the proceeds of any
Credit Extension for that purpose; fail to (a) meet the minimum funding
requirements of ERISA, (b) prevent a Reportable Event or Prohibited
Transaction, as defined in ERISA, from occurring, or (c) comply with the
Federal Fair Labor Standards Act, the failure of any of the conditions
described in clauses (a) through (c) which could reasonably be expected to have
a material adverse effect on Borrower's business; or violate any other law or
regulation, if the violation could reasonably be expected to have a material
adverse effect on Borrower's business, or permit any of its Subsidiaries to do
so; withdraw or permit any Subsidiary to withdraw
from participation in, permit partial or complete termination of, or permit the
occurrence of any other event with respect to, any present pension, profit
sharing and deferred compensation plan which could reasonably be expected to
result in any liability of Borrower, including any liability to the Pension Benefit
Guaranty Corporation or its successors or any other governmental agency.


8                EVENTS OF DEFAULT


Any one of the following shall constitute an event of
default (an "Event of Default") under this Agreement:


8.1                Payment Default.  Borrower fails to
(a) make any payment of principal or interest on any Credit Extension when
due, or (b) pay any other Obligations within three (3) Business Days after
such Obligations are due and payable (which three (3) Business Day cure period
shall not apply to payments due on the Revolving Line Maturity Date.  During
the cure period, the failure to make or pay any payment specified under clause
(b) hereunder is not an Event of Default (but no Credit Extension will be made
during the cure period);


8.2                Covenant Default.  


(a) Borrower fails or neglects
to perform any obligation in Sections 6.2, 6.4, 6.5, 6.6, 6.8(b), 6.10, 6.11, 6.12
or violates any covenant in Section 7; or


(b) Borrower fails or neglects to
perform, keep, or observe any other term, provision, condition, covenant or
agreement contained in this Agreement or any Loan Documents, and as to any
default (other than those specified in this Section 8) under such other term,
provision, condition, covenant or agreement that can be cured, has failed to
cure the default within ten (10) days after the occurrence thereof; provided,
however, that if the default cannot by its nature be cured within the ten (10)
day period or cannot after diligent attempts by Borrower be cured within such
ten (10) day period, and such default is likely to be cured within a reasonable
time, then Borrower shall have an additional period (which shall not in any
case exceed thirty (30) days) to attempt to cure such default, and within such
reasonable time period the failure to cure the default shall not be deemed an
Event of Default (but no Credit Extensions shall be made during such cure
period).  Cure periods provided under this section shall not apply, among other
things, to financial covenants or any other covenants set forth in clause (a)
above;


8.3                Material Adverse Change.  A Material Adverse Change occurs;


8.4                Attachment; Levy; Restraint on Business.  


(a) (i) The service of process
seeking to attach, by trustee or similar process, any funds of Borrower or of
any entity under the control of Borrower (including a Subsidiary), or (ii) a
notice of lien or levy is filed against any of Borrower's assets by any
Governmental Authority, and the same under subclauses (i) and (ii) hereof are
not, within ten (10) days after the occurrence thereof, discharged or stayed
(whether through the posting of a bond or otherwise); provided, however, no
Credit Extensions shall be made during any ten (10) day cure period; or 


(b) (i) any material portion of
Borrower's assets is attached, seized, levied on, or comes into possession of a
trustee or receiver, or (ii) any court order enjoins, restrains, or
prevents Borrower from conducting all or any material part of its business; 


8.5                Insolvency. 
(a) Borrower or any of its Subsidiaries is unable to pay its debts (including
trade debts) as they become due or otherwise becomes insolvent; (b) Borrower or
any of its Subsidiaries begins an Insolvency Proceeding; or (c) an Insolvency
Proceeding is begun against Borrower 

-12- 







or any of its Subsidiaries and is not dismissed or stayed within thirty (30)
days (but no Credit Extensions shall be made while any of the conditions
described in clause (a) exist and/or until any Insolvency Proceeding is
dismissed);


8.6                Other Agreements.  There is, under any agreement to which
Borrower or any Guarantor (other than Keshif) is a party with a third party or
parties, (a) any default resulting in a right by such third party or parties,
whether or not exercised, to accelerate the maturity of any Indebtedness in an
amount individually or in the aggregate in excess of Fifty Thousand Dollars ($50,000);
or (b) any breach or default by Borrower or Guarantor (other than Keshif),
the result of which could have a material adverse effect on Borrower's or any
Guarantor's business;    


8.7                Judgments; Penalties.  One or more fines, penalties or final
judgments, orders or decrees for the payment of money in an amount,
individually or in the aggregate, of at least Fifty Thousand Dollars ($50,000)
(not covered by independent third-party insurance as to which liability has
been accepted by such insurance carrier) shall be rendered against Borrower by
any Governmental Authority, and the same are not, within ten (10) days after
the entry, assessment or issuance thereof, discharged, satisfied, or paid, or
after execution thereof, stayed or bonded pending appeal, or such judgments are
not discharged prior to the expiration of any such stay (provided that no
Credit Extensions will be made prior to the satisfaction, payment, discharge,
stay, or bonding of such fine, penalty, judgment, order or decree);


8.8                Misrepresentations.  Borrower or any Person acting for
Borrower makes any representation, warranty, or other statement now or later in
this Agreement, any Loan Document or in any writing delivered to Bank or to
induce Bank to enter this Agreement or any Loan Document, and such
representation, warranty, or other statement is incorrect in any material
respect when made;


8.9                Subordinated Debt.  Any document, instrument, or agreement
evidencing any Subordinated Debt shall for any reason be revoked or invalidated
or otherwise cease to be in full force and effect, any Person shall be in
breach thereof or contest in any manner the validity or enforceability thereof
or deny that it has any further liability or obligation thereunder, or the
Obligations shall for any reason be subordinated or shall not have the priority
contemplated by this Agreement; 


8.10            Guaranty.  (a) Any guaranty of any Obligations terminates or
ceases for any reason to be in full force and effect; (b) any Guarantor does
not perform any obligation or covenant under any guaranty of the Obligations;
(c) any circumstance described in Sections 8.3, 8.4, 8.5, 8.7, or 8.8 occurs with
respect to any Guarantor (other than Keshif), (d) the liquidation, winding
up, or termination of existence of any Guarantor; or (e) (i) a material
impairment in the perfection or priority of Bank's Lien in the collateral
provided by any Guarantor (other than Keshif) or in the value of such
collateral or (ii) a material adverse change in the general affairs,
management, results of operation, condition (financial or otherwise) or the
prospect of repayment of the Obligations occurs with respect to any Guarantor
(other than Keshif); or


8.11            Governmental Approvals.  Any Governmental Approval shall have
been (a) revoked, rescinded, suspended, modified in an adverse manner or
not renewed in the ordinary course for a full term or (b) subject to any
decision by a Governmental Authority that designates a hearing with respect to
any applications for renewal of any of such Governmental Approval or that could
result in the Governmental Authority taking any of the actions described in
clause (a) above, and such decision or such revocation, rescission, suspension,
modification or non-renewal (i) cause, or could reasonably be expected to
cause, a Material Adverse Change, or (ii) adversely affects the legal
qualifications of Borrower or any of its Subsidiaries to hold such Governmental
Approval in any applicable jurisdiction and such revocation, rescission,
suspension, modification or non-renewal could reasonably be expected to affect
the status of or legal qualifications of Borrower or any of its Subsidiaries to
hold any Governmental Approval in any other jurisdiction.


8.12            Morgan Stanley Letter of Credit.  The Morgan Stanley Letter
of Credit shall for any reason be terminated or invalidated or otherwise cease
to be in full force and effect.


9                  BANK'S RIGHTS AND REMEDIES


9.1                Rights and Remedies.  Upon the occurrence and during the
continuance of an Event of Default, Bank may, without notice or demand, do any
or all of the following:

-13- 







(a)                
declare all Obligations immediately due and payable (but if an Event of
Default described in Section 8.5 occurs all Obligations are immediately due and
payable without any action by Bank);


(b)                
stop advancing money or extending credit for Borrower's benefit under
this Agreement or under any other agreement between Borrower and Bank;


(c)                
demand that Borrower (i) deposit cash with Bank in an amount equal to at
least one hundred ten percent (110.0%) of the Dollar Equivalent of the
aggregate face amount of all Letters of Credit remaining undrawn (plus all
interest, fees, and costs due or to become due in connection therewith (as
estimated by Bank in its good faith business judgment)), to secure all of the
Obligations relating to such Letters of Credit, as collateral security for the
repayment of any future drawings under such Letters of Credit, and Borrower
shall forthwith deposit and pay such amounts, and (ii) pay in advance all
letter of credit fees scheduled to be paid or payable over the remaining term
of any Letters of Credit;


(d)                
terminate any FX Contracts;


(e)                
verify the amount of, demand payment of and performance under, and
collect any Accounts and General Intangibles, settle or adjust disputes and
claims directly with Account Debtors for amounts on terms and in any order that
Bank considers advisable, and notify any Person owing Borrower money of Bank's
security interest in such funds;


(f)                 
make any payments and do any acts it considers necessary or reasonable
to protect the Collateral and/or its security interest in the Collateral. 
Borrower shall assemble the Collateral if Bank requests and make it available
as Bank designates.  Bank may enter premises where the Collateral is located,
take and maintain possession of any part of the Collateral, and pay, purchase,
contest, or compromise any Lien which appears to be prior or superior to its
security interest and pay all expenses incurred. Borrower grants Bank a license
to enter and occupy any of its premises, without charge, to exercise any of
Bank's rights or remedies;


(g)                
apply to the Obligations (i) any balances and deposits of Borrower it
holds, or (ii) any amount held by Bank owing to or for the credit or the
account of Borrower;


(h)                
ship, reclaim, recover, store, finish, maintain, repair, prepare for
sale, advertise for sale, and sell the Collateral.  Bank is hereby granted a
non-exclusive, royalty-free license or other right to use, without charge,
Borrower's labels, Patents, Copyrights, mask works, rights of use of any name,
trade secrets, trade names, Trademarks, and advertising matter, or any similar
property as it pertains to the Collateral, in completing production of,
advertising for sale, and selling any Collateral and, in connection with Bank's
exercise of its rights under this Section, Borrower's rights under all licenses
and all franchise agreements inure to Bank's benefit;


(i)                  
place a "hold" on any account maintained with Bank and/or deliver a
notice of exclusive control, any entitlement order, or other directions or
instructions pursuant to any Control Agreement or similar agreements providing
control of any Collateral;


(j)                  
demand and receive possession of Borrower's Books; and


(k)                
exercise all rights and remedies available to Bank under the Loan
Documents or at law or equity, including all remedies provided under the Code
(including disposal of the Collateral pursuant to the terms thereof).


9.2                Power of Attorney. 
Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact,
exercisable upon the occurrence and during the continuance of an Event of
Default, to:  (a) endorse Borrower's name on any checks or other forms of
payment or security; (b) sign Borrower's name on any invoice or bill of lading
for any Account or drafts against Account Debtors; (c) settle and adjust
disputes and claims about the Accounts directly with Account Debtors, for
amounts and on terms Bank determines reasonable; (d) make, settle, and adjust
all claims under Borrower's insurance policies; (e) pay, contest or settle any
Lien, charge, encumbrance, security interest, and adverse claim in or to the
Collateral, or any judgment based thereon, or otherwise take any action to
terminate or discharge the same; and (f) transfer the Collateral into the name
of Bank or a third party as the Code permits.  Borrower hereby appoints
Bank as its lawful attorney-in-fact to sign Borrower's name on any documents
necessary to perfect or continue the perfection of Bank's security interest in
the Collateral 

-14- 







regardless of whether an Event of Default has occurred until all Obligations
have been satisfied in full and Bank is under no further obligation to make
Credit Extensions hereunder.  Bank's foregoing appointment as Borrower's
attorney in fact, and all of Bank's rights and powers, coupled with an interest,
are irrevocable until all Obligations have been fully repaid and performed and
Bank's obligation to provide Credit Extensions terminates.


9.3                Protective Payments.  If Borrower fails to obtain the
insurance called for by Section 6.5 or fails to pay any premium thereon or
fails to pay any other amount which Borrower is obligated to pay under this
Agreement or any other Loan Document or which may be required to preserve the
Collateral, Bank may obtain such insurance or make such payment, and all
amounts so paid by Bank are Bank Expenses and immediately due and payable,
bearing interest at the then highest rate applicable to the Obligations, and
secured by the Collateral.  Bank will make reasonable efforts to provide
Borrower with notice of Bank obtaining such insurance at the time it is
obtained or within a reasonable time thereafter.  No payments by Bank are
deemed an agreement to make similar payments in the future or Bank's waiver of
any Event of Default.


9.4                Application of Payments and Proceeds
Upon Default.  If an Event of Default has
occurred and is continuing, Bank shall have the right to apply in any order any
funds in its possession, whether from Borrower account balances, payments,
proceeds realized as the result of any collection of Accounts or other
disposition of the Collateral, or otherwise, to the Obligations.  Bank shall pay
any surplus to Borrower by credit to the Designated Deposit Account or to other
Persons legally entitled thereto; Borrower shall remain liable to Bank for any
deficiency.  If Bank, directly or indirectly, enters into a deferred payment or
other credit transaction with any purchaser at any sale of Collateral, Bank
shall have the option, exercisable at any time, of either reducing the
Obligations by the principal amount of the purchase price or deferring the
reduction of the Obligations until the actual receipt by Bank of cash therefor.


9.5                Bank's Liability for Collateral.  So long as Bank complies
with reasonable banking practices regarding the safekeeping of the Collateral
in the possession or under the control of Bank, Bank shall not be liable or
responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage
to the Collateral; (c) any diminution in the value of the Collateral; or (d)
any act or default of any carrier, warehouseman, bailee, or other Person. 
Borrower bears all risk of loss, damage or destruction of the Collateral.


9.6                No Waiver; Remedies Cumulative.  Bank's failure, at any time
or times, to require strict performance by Borrower of any provision of this
Agreement or any other Loan Document shall not waive, affect, or diminish any
right of Bank thereafter to demand strict performance and compliance herewith
or therewith.  No waiver hereunder shall be effective unless signed by the
party granting the waiver and then is only effective for the specific instance
and purpose for which it is given.  Bank's rights and remedies under this
Agreement and the other Loan Documents are cumulative.  Bank has all rights and
remedies provided under the Code, by law, or in equity.  Bank's exercise of one
right or remedy is not an election and shall not preclude Bank from exercising
any other remedy under this Agreement or other remedy available at law or in
equity, and Bank's waiver of any Event of Default is not a continuing waiver. 
Bank's delay in exercising any remedy is not a waiver, election, or acquiescence. 



9.7                Demand Waiver.  Borrower waives demand, notice of default or
dishonor, notice of payment and nonpayment, notice of any default, nonpayment
at maturity, release, compromise, settlement, extension, or renewal of
accounts, documents, instruments, chattel paper, and guarantees held by Bank on
which Borrower is liable.


9.8                Borrower Liability.  Either Borrower may, acting singly,
request Advances hereunder.  Each Borrower hereby appoints the other as
agent for the other for all purposes hereunder, including with respect to
requesting Advances hereunder.  Each Borrower hereunder shall be jointly and
severally obligated to repay all Advances made hereunder, regardless of which
Borrower actually receives said Advance, as if each Borrower hereunder directly
received all Advances.  Each Borrower waives (a) any suretyship
defenses available to it under the Code or any other applicable law, and
(b) any right to require Bank to: (i) proceed against any Borrower or any
other person; (ii) proceed against or exhaust any security; or (iii)
pursue any other remedy.  Bank may exercise or not exercise any right or
remedy it has against any Borrower or any security it holds (including the
right to foreclose by judicial or non-judicial sale) without affecting any Borrower's
liability.  Notwithstanding any other provision of this Agreement or other
related document, each Borrower irrevocably waives all rights that it may have
at law or in equity (including, without limitation, any law subrogating
Borrower to the rights of Bank under this Agreement) to seek contribution,
indemnification or any other form of reimbursement from any other Borrower, or
any other Person now or hereafter primarily or secondarily liable for any of
the Obligations, for any  

-15- 







payment made by Borrower with respect to the
Obligations in connection with this Agreement or otherwise and all rights that
it might have to benefit from, or to participate in, any security for the
Obligations as a result of any payment made by Borrower with respect to the
Obligations in connection with this Agreement or otherwise.  Any agreement
providing for indemnification, reimbursement or any other arrangement
prohibited under this Section shall be null and void.  If any payment is
made to a Borrower in contravention of this Section, such Borrower shall hold
such payment in trust for Bank and such payment shall be promptly delivered to
Bank for application to the Obligations, whether matured or unmatured.


10               NOTICES


All notices, consents, requests, approvals, demands, or
other communication by any party to this Agreement or any other Loan Document
must be in writing and shall be deemed to have been validly served, given, or
delivered: (a) upon the earlier of actual receipt and three (3) Business Days
after deposit in the U.S. mail, first class, registered or certified mail
return receipt requested, with proper postage prepaid; (b) upon transmission,
when sent by electronic mail or facsimile transmission; (c) one (1) Business
Day after deposit with a reputable overnight courier with all charges prepaid;
or (d) when delivered, if hand-delivered by messenger, all of which shall be
addressed to the party to be notified and sent to the address, facsimile
number, or email address indicated below.  Bank or Borrower may change its
mailing or electronic mail address or facsimile number by giving the other
party written notice thereof in accordance with the terms of this Section 10.


If to Borrower:             ENVISION SOLAR INTERNATIONAL, INC.

9720 Trade Place

San Diego, CA 92126

Attn:  ________________________________

Fax:  ________________________________

Email:                                                                      






                                If
to Bank:           SILICON VALLEY
BANK


                                                           4370
La Jolla Village Drive, Suite 1050


                                                           San
Diego, CA 92122


                                                           Attention:
Cody Nenadal


                                                           Email: cnenadal@svb.com




11                
CHOICE OF LAW, VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE


California law governs the Loan
Documents without regard to principles of conflicts of law.  Borrower and Bank
each submit to the exclusive jurisdiction of the State and Federal courts in
Santa Clara County, California; provided, however, that nothing in this
Agreement shall be deemed to operate to preclude Bank from bringing suit or
taking other legal action in any other jurisdiction to realize on the
Collateral or any other security for the Obligations, or to enforce a judgment
or other court order in favor of Bank.  Borrower expressly submits and consents
in advance to such jurisdiction in any action or suit commenced in any such
court, and Borrower hereby waives any objection that it may have based upon
lack of personal jurisdiction, improper venue, or forum non conveniens and
hereby consents to the granting of such legal or equitable relief as is deemed
appropriate by such court.  Borrower hereby waives personal service of the
summons, complaints, and other process issued in such action or suit and agrees
that service of such summons, complaints, and other process may be made by
registered or certified mail addressed to Borrower at the address set forth in,
or subsequently provided by Borrower in accordance with, Section 10 of this
Agreement and that service so made shall be deemed completed upon the earlier
to occur of Borrower's actual receipt thereof or three (3) days after deposit
in the U.S. mails, proper postage prepaid.


TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF
ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE
LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT,
BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR
BOTH PARTIES TO ENTER INTO THIS AGREEMENT.  EACH PARTY HAS REVIEWED THIS WAIVER
WITH ITS COUNSEL.

-16- 







WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES'
AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above
waiver of the right to a trial by jury is not enforceable, the parties hereto
agree that any and all disputes or controversies of any nature between them
arising at any time shall be decided by a reference to a private judge,
mutually selected by the parties (or, if they cannot agree, by the Presiding
Judge of the Santa Clara County, California Superior Court) appointed in
accordance with California Code of Civil Procedure Section 638 (or pursuant to
comparable provisions of federal law if the dispute falls within the exclusive
jurisdiction of the federal courts), sitting without a jury, in Santa Clara
County, California; and the parties hereby submit to the jurisdiction of such
court.  The reference proceedings shall be conducted pursuant to and in
accordance with the provisions of California Code of Civil Procedure §§ 638
through 645.1, inclusive.  The private judge shall have the power, among
others, to grant provisional relief, including without limitation, entering
temporary restraining orders, issuing preliminary and permanent injunctions and
appointing receivers.  All such proceedings shall be closed to the public and
confidential and all records relating thereto shall be permanently sealed.  If
during the course of any dispute, a party desires to seek provisional relief,
but a judge has not been appointed at that point pursuant to the judicial
reference procedures, then such party may apply to the Santa Clara County,
California Superior Court for such relief.  The proceeding before the private
judge shall be conducted in the same manner as it would be before a court under
the rules of evidence applicable to judicial proceedings.  The parties shall be
entitled to discovery which shall be conducted in the same manner as it would
be before a court under the rules of discovery applicable to judicial
proceedings.  The private judge shall oversee discovery and may enforce all
discovery rules and orders applicable to judicial proceedings in the same
manner as a trial court judge.  The parties agree that the selected or
appointed private judge shall have the power to decide all issues in the action
or proceeding, whether of fact or of law, and shall report a statement of
decision thereon pursuant to California Code of Civil Procedure § 644(a). 
Nothing in this paragraph shall limit the right of any party at any time to
exercise self-help remedies, foreclose against collateral, or obtain
provisional remedies.  The private judge shall also determine all issues
relating to the applicability, interpretation, and enforceability of this
paragraph.




This Section 11 shall survive
the termination of this Agreement.


12               GENERAL
PROVISIONS


12.1            Termination Prior to Revolving Line Maturity Date; Survival. 
All covenants, representations and warranties made in this Agreement continue
in full force until this Agreement has terminated pursuant to its terms and all
Obligations have been satisfied.  So long as Borrower has satisfied the
Obligations (other than inchoate indemnity obligations, and any other
obligations which, by their terms, are to survive the termination of this
Agreement, and any Obligations under Bank Services Agreements that are cash
collateralized in accordance with Section 4.1 of this Agreement, this Agreement
may be terminated prior to the Revolving Line Maturity Date by Borrower, effective
three (3) Business Days after written notice of termination is given to Bank. 
Those obligations that are expressly specified in this Agreement as surviving
this Agreement's termination shall continue to survive notwithstanding this
Agreement's termination. 


12.2            Successors and Assigns.  This Agreement binds and is for the
benefit of the successors and permitted assigns of each party.  Borrower may
not assign this Agreement or any rights or obligations under it without Bank's
prior written consent (which may be granted or withheld in Bank's discretion). 
Bank has the right, without the consent of or notice to Borrower, to sell,
transfer, assign, negotiate, or grant participation in all or any part of, or
any interest in, Bank's obligations, rights, and benefits under this Agreement
and the other Loan Documents.


12.3            Indemnification.  Borrower agrees to indemnify, defend and
hold Bank and its directors, officers, employees, agents, attorneys, or any
other Person affiliated with or representing Bank (each, an "Indemnified
Person") harmless against:  (i) all obligations, demands, claims, and
liabilities (collectively, "Claims") claimed or asserted by any other
party in connection with the transactions contemplated by the Loan Documents;
and (ii) all losses or expenses (including Bank Expenses) in any way suffered,
incurred, or paid by such Indemnified Person as a result of, following from,
consequential to, or arising from transactions between Bank and Borrower
(including reasonable attorneys' fees and expenses), except for Claims and/or
losses directly caused by such Indemnified Person's gross negligence or willful
misconduct.


This Section 12.3 shall survive until all statutes of
limitation with respect to the Claims, losses, and expenses for which indemnity
is given shall have run.

-17- 







12.4            Time of Essence.  Time is of the essence for the performance
of all Obligations in this Agreement.


12.5            Severability of Provisions.  Each provision of this Agreement
is severable from every other provision in determining the enforceability of
any provision.


12.6            Correction of Loan Documents.  Bank may correct patent errors
and fill in any blanks in the Loan Documents consistent with the agreement of
the parties so long as Bank provides Borrower with written notice of such correction
and allows Borrower at least ten (10) days to object to such correction.  In
the event of such objection, such correction shall not be made except by an
amendment signed by both Bank and Borrower.


12.7            Amendments in Writing; Waiver; Integration.  No purported
amendment or modification of any Loan Document, or waiver, discharge or
termination of any obligation under any Loan Document, shall be enforceable or
admissible unless, and only to the extent, expressly set forth in a writing
signed by the party against which enforcement or admission is sought.  Without
limiting the generality of the foregoing, no oral promise or statement, nor any
action, inaction, delay, failure to require performance or course of conduct
shall operate as, or evidence, an amendment, supplement or waiver or have any
other effect on any Loan Document.  Any waiver granted shall be limited to the
specific circumstance expressly described in it, and shall not apply to any
subsequent or other circumstance, whether similar or dissimilar, or give rise
to, or evidence, any obligation or commitment to grant any further waiver.  The
Loan Documents represent the entire agreement about this subject matter and
supersede prior negotiations or agreements.  All prior agreements,
understandings, representations, warranties, and negotiations between the
parties about the subject matter of the Loan Documents merge into the Loan
Documents.


12.8            Counterparts.  This Agreement may be executed in any number
of counterparts and by different parties on separate counterparts, each of
which, when executed and delivered, is an original, and all taken together,
constitute one Agreement.


12.9            Confidentiality.  In handling any confidential information,
Bank shall exercise the same degree of care that it exercises for its own proprietary
information, but disclosure of information may be made: (a) to Bank's
Subsidiaries or Affiliates (such Subsidiaries and Affiliates, together with
Bank, collectively, "Bank Entities"); (b) to prospective transferees or
purchasers of any interest in the Credit Extensions (provided, however, Bank
shall use its best efforts to obtain any prospective transferee's or
purchaser's agreement to the terms of this provision); (c) as required by
law, regulation, subpoena, or other order; (d) to Bank's regulators or as
otherwise required in connection with Bank's examination or audit; (e) as
Bank considers appropriate in exercising remedies under the Loan Documents; and
(f) to third-party service providers of Bank so long as such service providers
have executed a confidentiality agreement with Bank with terms no less
restrictive than those contained herein.  Confidential information does not
include information that is either: (i) in the public domain or in Bank's
possession when disclosed to Bank, or becomes part of the public domain (other
than as a result of its disclosure by Bank in violation of this Agreement)
after disclosure to Bank; or (ii) disclosed to Bank by a third party, if
Bank does not know that the third party is prohibited from disclosing the information.


Bank Entities may use anonymous
forms of confidential information for aggregate datasets, for analyses or
reporting, and for any other uses not expressly prohibited in writing by
Borrower.  The provisions of the immediately preceding sentence shall
survive termination of this Agreement.


12.10         Attorneys' Fees, Costs and Expenses.  In any action or
proceeding between Borrower and Bank arising out of or relating to the Loan
Documents, the prevailing party shall be entitled to recover its reasonable
attorneys' fees and other costs and expenses incurred, in addition to any other
relief to which it may be entitled.


12.11         Electronic Execution of Documents.  The words "execution,"
"signed," "signature" and words of like import in any Loan Document shall be
deemed to include electronic signatures or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity and
enforceability as a manually executed signature or the use of a paper-based
recordkeeping systems, as the case may be, to the extent and as provided for in
any applicable law, including, without limitation, any state law based on the
Uniform Electronic Transactions Act.


12.12         Captions.  The headings used in this Agreement are for
convenience only and shall not affect the interpretation of this Agreement.

-18- 







12.13         Construction of Agreement.  The parties mutually acknowledge
that they and their attorneys have participated in the preparation and
negotiation of this Agreement.  In cases of uncertainty this Agreement shall be
construed without regard to which of the parties caused the uncertainty to
exist.


12.14         Relationship.  The relationship of the parties to this
Agreement is determined solely by the provisions of this Agreement.  The
parties do not intend to create any agency, partnership, joint venture, trust,
fiduciary or other relationship with duties or incidents different from those
of parties to an arm's-length contract.


12.15         Third Parties.  Nothing in this Agreement, whether express or
implied, is intended to: (a) confer any benefits, rights or remedies under or
by reason of this Agreement on any persons other than the express parties to it
and their respective permitted successors and assigns; (b) relieve or discharge
the obligation or liability of any person not an express party to this Agreement;
or (c) give any person not an express party to this Agreement any right of
subrogation or action against any party to this Agreement.


13               DEFINITIONS


13.1            Definitions.  As used in the Loan Documents, the word "shall"
is mandatory, the word "may" is permissive, the word "or" is not exclusive, the
words "includes" and "including" are not limiting, the singular includes the
plural, and numbers denoting amounts that are set off in brackets are
negative.  As used in this Agreement, the following capitalized terms have the
following meanings:


"Account" is any
"account" as defined in the Code with such additions to such term as may
hereafter be made, and includes, without limitation, all accounts receivable
and other sums owing to Borrower.


"Account Debtor" is any
"account debtor" as defined in the Code with such additions to such term as may
hereafter be made.


"Advance" or "Advances" means a revolving
credit loan (or revolving credit loans) under the Revolving Line.


"Affiliate" is, with respect to any Person, each
other Person that owns or controls directly or indirectly the Person, any
Person that controls or is controlled by or is under common control with the
Person, and each of that Person's senior executive officers, directors,
partners and, for any Person that is a limited liability company, that Person's
managers and members.


"Agreement" is defined in the preamble hereof.


"Authorized Signer" is any individual listed in
Borrower's Borrowing Resolution who is authorized to execute the Loan
Documents, including any Advance request, on behalf of Borrower.


"Availability Amount" is (a) the Revolving Line
minus (b) the outstanding principal balance of any Advances.


"Bank" is defined in the preamble hereof.


"Bank Entities" is defined in Section 12.9.


"Bank Expenses" are all reasonable audit fees and
expenses, costs, and expenses (including reasonable attorneys' fees and
expenses) for preparing, amending, negotiating, administering, defending and
enforcing the Loan Documents (including, without limitation, those incurred in
connection with appeals or Insolvency Proceedings) or otherwise incurred with
respect to Borrower or any Guarantor.


"Bank Services"  are any products, credit
services, and/or financial accommodations previously, now, or hereafter
provided to Borrower or any of its Subsidiaries by Bank or any Bank Affiliate,
including, without limitation, any letters of credit, cash management services
(including, without limitation, merchant services, direct deposit of payroll,
business credit cards, and check cashing services), interest rate swap
arrangements, and foreign exchange services as any such products or services
may be identified in Bank's various agreements related thereto (each, a "Bank
Services Agreement").

-19- 







"Borrower" is defined in the preamble hereof.


"Borrower's Books" are all Borrower's books and
records including ledgers, federal and state tax returns, records regarding
Borrower's assets or liabilities, the Collateral, business operations or
financial condition, and all computer programs or storage or any equipment
containing such information.


"Borrowing Resolutions" are, with respect to any
Person, those resolutions substantially in the form attached hereto as Exhibit
B.


"Business Day" is any day that is not a Saturday,
Sunday or a day on which Bank is closed.


"Cash Equivalents" means
(a) marketable direct obligations issued or unconditionally
guaranteed by the United States or any agency or any State thereof having
maturities of not more than one (1) year from the date of acquisition;
(b) commercial paper maturing no more than one (1) year after its creation
and having the highest rating from either Standard & Poor's Ratings Group
or Moody's Investors Service, Inc.; (c) Bank's certificates of deposit issued
maturing no more than one (1) year after issue; and (d) money market funds at
least ninety-five percent (95%) of the assets of which constitute Cash
Equivalents of the kinds described in clauses (a) through (c) of this
definition.


"Claims" is defined in Section 12.3.


"Code" is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of California; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Bank's Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of California, the term "Code" shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions.


"Collateral" is any and all properties, rights and
assets of Borrower described on Exhibit A.


"Collateral Account" is any Deposit Account,
Securities Account, or Commodity Account.


"Commodity Account" is
any "commodity account" as defined in the Code with such additions to such term
as may hereafter be made.


"Compliance Certificate" is that certain
certificate in the form attached hereto as Exhibit C.


"Contingent Obligation" is, for any Person, any
direct or indirect liability, contingent or not, of that Person for (a) any
indebtedness, lease, dividend, letter of credit or other obligation of another
such as an obligation, in each case, directly or indirectly guaranteed,
endorsed, co‐made, discounted or sold with recourse by that Person, or
for which that Person is directly or indirectly liable; (b) any obligations for
undrawn letters of credit for the account of that Person; and (c) all
obligations from any interest rate, currency or commodity swap agreement,
interest rate cap or collar agreement, or other agreement or arrangement
designated to protect a Person against fluctuation in interest rates, currency
exchange rates or commodity prices; but "Contingent Obligation" does not
include endorsements in the ordinary course of business.  The amount of a
Contingent Obligation is the stated or determined amount of the primary
obligation for which the Contingent Obligation is made or, if not determinable,
the maximum reasonably anticipated liability for it determined by the Person in
good faith; but the amount may not exceed the maximum of the obligations under
any guarantee or other support arrangement.


"Control Agreement" is any control agreement
entered into among the depository institution at which Borrower maintains a
Deposit Account or the securities intermediary or commodity intermediary at
which Borrower maintains a Securities Account or a Commodity Account, Borrower,
and Bank pursuant to which Bank obtains control (within the meaning of the
Code) over such Deposit Account, Securities Account, or Commodity Account.

-20- 







"Copyrights" are any and all copyright rights,
copyright applications, copyright registrations and like protections in each
work of authorship and derivative work thereof, whether published or
unpublished and whether or not the same also constitutes a trade secret.


"Credit Extension" is any Advance or any other
extension of credit by Bank for Borrower's benefit.


"Default Rate" is
defined in Section 2.3(b).


"Deposit Account" is any
"deposit account" as defined in the Code with such additions to such term as
may hereafter be made.


"Designated Deposit Account"
is the multicurrency account denominated in Dollars, account number XXXXXX3211,
maintained by Borrower with Bank.


"Dollars," "dollars"
or use of the sign "$" means only lawful money of the United States and
not any other currency, regardless of whether that currency uses the "$" sign
to denote its currency or may be readily converted into lawful money of the
United States.


"Dollar Equivalent" is, at any time, (a) with
respect to any amount denominated in Dollars, such amount, and (b) with respect
to any amount denominated in a Foreign Currency, the equivalent amount therefor
in Dollars as determined by Bank at such time on the basis of the
then-prevailing rate of exchange in San Francisco, California, for sales of the
Foreign Currency for transfer to the country issuing such Foreign Currency.


"Effective Date"
is defined in the preamble hereof.


"Equipment" is all
"equipment" as defined in the Code with such additions to such term as may
hereafter be made, and includes without limitation all machinery, fixtures,
goods, vehicles (including motor vehicles and trailers), and any interest in
any of the foregoing.


"ERISA" is the Employee Retirement Income Security
Act of 1974, and its regulations.


"Event of Default" is
defined in Section 8.


"Exchange Act" is the Securities Exchange Act of
1934, as amended.


"Foreign Currency" means lawful money of a country
other than the United States.


"Funding Date" is any date on which a Credit
Extension is made to or for the account of Borrower which shall be a Business
Day.


"FX Contract" is any foreign exchange contract by
and between Borrower and Bank under which Borrower commits to purchase from or
sell to Bank a specific amount of Foreign Currency on a specified date.


"GAAP" is generally accepted accounting principles
set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other Person as may be approved by a significant segment of
the accounting profession, which are applicable to the circumstances as of the
date of determination.


"Gemini" means Gemini Master Fund, Ltd.


"Gemini Strategies" means Gemini Strategies LLC,
Inc.


"General Intangibles"
is all "general intangibles" as defined in the Code in effect on the date hereof
with such additions to such term as may hereafter be made, and includes without
limitation, all Intellectual Property, claims, income and other tax refunds,
security and other deposits, payment intangibles, contract rights, options to
purchase or sell real or personal property, rights in all litigation presently
or hereafter pending (whether in contract, tort or otherwise), 

-21- 







insurance policies (including without limitation key man,
property damage, and business interruption insurance), payments of insurance and
rights to payment of any kind.


"Governmental Approval"
is any consent, authorization, approval, order, license, franchise, permit,
certificate, accreditation, registration, filing or notice, of, issued by, from
or to, or other act by or in respect of, any Governmental Authority.




"Governmental Authority" is any
nation or government, any state or other political subdivision thereof, any
agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative functions of or pertaining to government, any securities
exchange and any self-regulatory organization.


"Guarantor" is
any Person providing a Guaranty in favor of Bank.


"Guaranty" is any guarantee of all or any part of
the Obligations, including but without limitation the Keshif Guaranty, in each
case as the same may from time to time be amended, restated, modified or
otherwise supplemented.


 "Indebtedness" is (a) indebtedness for borrowed
money or the deferred price of property or services, such as reimbursement and
other obligations for surety bonds and letters of credit, (b) obligations
evidenced by notes, bonds, debentures or similar instruments, (c) capital lease
obligations, and (d) Contingent Obligations.


"Indemnified Person" is
defined in Section 12.3.


"Insolvency Proceeding" is any proceeding by or
against any Person under the United States Bankruptcy Code, or any other
bankruptcy or insolvency law, including assignments for the benefit of
creditors, compositions, extensions generally with its creditors, or
proceedings seeking reorganization, arrangement, or other relief.


"Intellectual
Property" means, with respect to any Person, all of such Person's right,
title, and interest in and to the following:


(a)                
its Copyrights, Trademarks and
Patents; 


(b)                
any and all trade secrets and
trade secret rights, including, without limitation, any rights to unpatented
inventions, know-how, operating manuals;


(c)                
any and all source code;


(d)                
any and all design rights which
may be available to such Person;


(e)                
any and all claims for damages by
way of past, present and future infringement of any of the foregoing, with the
right, but not the obligation, to sue for and collect such damages for said use
or infringement of the Intellectual Property rights identified above; and


(f)            all amendments, renewals and extensions of
any of the Copyrights, Trademarks or Patents.


"Inventory" is all
"inventory" as defined in the Code in effect on the date hereof with such
additions to such term as may hereafter be made, and includes without
limitation all merchandise, raw materials, parts, supplies, packing and
shipping materials, work in process and finished products, including without
limitation such inventory as is temporarily out of Borrower's custody or
possession or in transit and including any returned goods and any documents of
title representing any of the above.


"Investment" is any beneficial ownership interest
in any Person (including stock, partnership interest or other securities), and
any loan, advance or capital contribution to any Person.


"Keshif" means Keshif Ventures, LLC.


"Keshif Guaranty" means that certain Master
Unconditional Guaranty dated as of August 5, 2015 by and between Keshif and
Bank, as amended, restated, supplemented or otherwise modified from time to
time.

-22- 







"Keshif Guaranty Supplement" means the Supplement,
as defined in the Keshif Guaranty.


"Key Person" is each of Borrower's (a) Chief
Executive Officer, who is Desmond Wheatley as of the Effective Date and (b) Chief
Financial Officer, who is Chris Caulson as of the Effective Date.


"Letter of Credit" is a standby or commercial
letter of credit issued by Bank upon request of Borrower based upon an
application, guarantee, indemnity, or similar agreement.


"Lien" is a claim, mortgage, deed of trust, levy,
charge, pledge, security interest or other encumbrance of any kind, whether
voluntarily incurred or arising by operation of law or otherwise against any
property.


"Loan Documents" are, collectively, this Agreement
and any schedules, exhibits, certificates, notices, and any other documents
related to this Agreement, any Bank Services Agreement, any subordination
agreement, any note, or notes or guaranties executed by Borrower or any
Guarantor, including but without limitation the Keshif Guaranty, the Keshif
Guaranty Supplement, the Morgan Stanley Letter of Credit, and any other present
or future agreement by Borrower and/or any Guarantor with or for the benefit of
Bank in connection with this Agreement or Bank Services, all as amended,
restated, or otherwise modified.


"Material Adverse Change" is (a) a material
impairment in the perfection or priority of Bank's Lien in the Collateral or in
the value of such Collateral; (b) a material adverse change in the business,
operations, or condition (financial or otherwise) of Borrower; or (c) a
material impairment of the prospect of repayment of any portion of the
Obligations.


"Monthly Financial Statements" is defined in Section
6.2(a).


"Morgan Stanley Letter of Credit" means that
certain Irrevocable Standby Letter of Credit (no. 7540319011-900) dated as of
August 5, 2015, issued by Morgan Stanley Bank, N.A. in favor of Bank for the
account of Keshif, as modified or replaced from time to time as permitted
pursuant to the Keshif Guaranty.


"Noble Debt Documents" means that certain Third
Amended and Restated Secured Bridge Note in the principal sum of Six Hundred
Thousand Dollars ($600,000) from Envision International to Gemini or its
registered assigns, dated as of February 28, 2014, as assigned to Robert Noble
pursuant to that certain Note Purchase Agreement by and among Gemini, Gemini
Strategies and Robert Noble, dated as of June 26, 2015, together with all other
documents, instruments and other agreements entered into in connection
therewith, in each case, as in effect on the date hereof.


"Obligations" are Borrower's obligations to pay
when due any debts, principal, interest, fees, Bank Expenses, and other amounts
Borrower owes Bank now or later, whether under this Agreement, the other Loan
Documents, or otherwise, including, without limitation, all obligations
relating to letters of credit (including reimbursement obligations for drawn
and undrawn letters of credit), cash management services, and foreign exchange
contracts, if any, and including interest accruing after Insolvency Proceedings
begin and debts, liabilities, or obligations of Borrower  assigned to Bank, and
to perform Borrower's duties under the Loan Documents.


"Operating Documents" are, for any Person, such
Person's formation documents, as certified by the Secretary of State (or
equivalent agency) of such Person's jurisdiction of organization on a date that
is no earlier than thirty (30) days prior to the Effective Date, and, (a) if
such Person is a corporation, its bylaws in current form, (b) if such
Person is a limited liability company, its limited liability company agreement
(or similar agreement), and (c) if such Person is a partnership, its
partnership agreement (or similar agreement), each of the foregoing with all
current amendments or modifications thereto.


"Patents" means all patents, patent applications
and like protections including without limitation improvements, divisions,
continuations, renewals, reissues, extensions and continuations-in-part of the
same.


"Payment/Advance Form" is that certain form
attached hereto as Exhibit D.

-23- 







"Perfection Certificate" is defined in Section 5.1.


"Permitted Indebtedness" is:


(a)                
Borrower's Indebtedness to Bank
under this Agreement and the other Loan Documents;


(b)                
Indebtedness existing on the
Effective Date and shown on the Perfection Certificate;


(c)                
Subordinated Debt;


(d)                
unsecured Indebtedness to trade
creditors incurred in the ordinary course of business; 


(e)                
Indebtedness incurred as a result
of endorsing negotiable instruments received in the ordinary course of
business;


(f)                 
Indebtedness secured by Liens
permitted under clauses (a) and (c) of the definition of "Permitted Liens"
hereunder; 


(g)                
Indebtedness to Robert Noble
pursuant to the Noble Debt Documents; and


(h)                
extensions, refinancings,
modifications, amendments and restatements of any items of Permitted
Indebtedness (a) through (c) above, provided that the principal amount thereof
is not increased or the terms thereof are not modified to impose more burdensome
terms upon Borrower or its Subsidiary, as the case may be.


"Permitted Investments" are:


(a)                
Investments (including, without
limitation, Subsidiaries) existing on the Effective Date and shown on the
Perfection Certificate;


(b)                
Investments consisting of Cash Equivalents;


(c)                
Investments consisting of the
endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of Borrower;


(d)                
Investments consisting of deposit
accounts in which Bank has a perfected security interest; 


(e)                
Investments accepted in connection
with Transfers permitted by Section 7.1;


(f)                 
Investments consisting of the
creation of a Subsidiary for the purpose of consummating a merger transaction
permitted by Section 7.3 of this Agreement, which is otherwise a Permitted
Investment;


(g)                
Investments consisting of (i)
travel advances and employee relocation loans and other employee loans and
advances in the ordinary course of business, and (ii) loans to employees,
officers or directors relating to the purchase of equity securities of Borrower
or its Subsidiaries pursuant to employee stock purchase plans or agreements
approved by Borrower's Board of Directors;


(h)                
Investments (including debt
obligations) received in connection with the bankruptcy or reorganization of
customers or suppliers and in settlement of delinquent obligations of, and
other disputes with, customers or suppliers arising in the ordinary course of
business; and


(i)                  
Investments consisting of notes
receivable of, or prepaid royalties and other credit extensions, to customers
and suppliers who are not Affiliates, in the ordinary course of business;
provided that this paragraph (i) shall not apply to Investments of Borrower in
any Subsidiary.


"Permitted Liens" are:


(a)                
Liens existing on the Effective
Date and shown on the Perfection Certificate or arising under this Agreement
and the other Loan Documents;

-24- 







(b)                
Liens for taxes, fees, assessments
or other government charges or levies, either (i) not due and payable or (ii)
being contested in good faith and for which Borrower maintains adequate
reserves on its Books, provided that no notice of any such Lien has been filed
or recorded under the Internal Revenue Code of 1986, as amended, and the
Treasury Regulations adopted thereunder;


(c)                
purchase money Liens (i) on
Equipment acquired or held by Borrower incurred for financing the acquisition
of the Equipment securing no more than One Hundred Thousand Dollars ($100,000)
in the aggregate amount outstanding, or (ii) existing on Equipment when
acquired, if the Lien is confined to the property and improvements and the
proceeds of the Equipment;


(d)                
Liens of carriers, warehousemen,
suppliers, or other Persons that are possessory in nature arising in the
ordinary course of business so long as such Liens attach only to Inventory,
securing liabilities in the aggregate amount not to exceed One Hundred Thousand
Dollars ($100,000) and which are not delinquent or remain payable without
penalty or which are being contested in good faith and by appropriate
proceedings which proceedings have the effect of preventing the forfeiture or
sale of the property subject thereto; 


(e)                
Liens to secure payment of
workers' compensation, employment insurance, old-age pensions, social security
and other like obligations incurred in the ordinary course of business (other
than Liens imposed by ERISA);


(f)                 
Liens incurred in the extension,
renewal or refinancing of the indebtedness secured by Liens described in (a)
through (c), but any extension, renewal or replacement Lien must be limited to
the property encumbered by the existing Lien and the principal amount of the
indebtedness may not increase;


(g)                
leases or subleases of real
property granted in the ordinary course of Borrower's business (or, if
referring to another Person, in the ordinary course of such Person's business),
and leases, subleases, non-exclusive licenses or sublicenses of personal
property (other than Intellectual Property) granted in the ordinary course of
Borrower's business (or, if referring to another Person, in the ordinary course
of such Person's business), if the leases, subleases, licenses and sublicenses
do not prohibit granting Bank a security interest therein;


(h)                
non-exclusive license of
Intellectual Property granted to third parties in the ordinary course of
business, and licenses of Intellectual Property that could not result in a
legal transfer of title of the licensed property that may be exclusive in
respects other than territory and that may be exclusive as to territory only as
to discreet geographical areas outside of the United States;


(i)                  
Liens arising from attachments or
judgments, orders, or decrees in circumstances not constituting an Event of
Default under Sections 8.4 and 8.7; 


(j)                  
Liens in favor of Keshif pursuant
to the Side Letter, which are subject to a subordination agreement in form and
substance reasonably satisfactory to Bank; and


(k)                
Liens in favor of other financial
institutions arising in connection with Borrower's deposit and/or securities
accounts held at such institutions, provided that Bank has a perfected security
interest in the amounts held in such deposit and/or securities accounts.


"Person" is any individual, sole proprietorship,
partnership, limited liability company, joint venture, company, trust,
unincorporated organization, association, corporation, institution, public
benefit corporation, firm, joint stock company, estate, entity or government
agency.


"Prime Rate" is the rate of interest per annum from
time to time published in the money rates section of The Wall Street Journal or
any successor publication thereto as the "prime rate" then in effect; provided
that if such rate of interest, as set forth from time to time in the money
rates section of The Wall Street Journal, becomes unavailable for any reason as
determined by Bank, the "Prime Rate" shall mean the rate of interest per annum
announced by Bank as its prime rate in effect at its principal office in the
State of California (such Bank announced Prime Rate not being intended to be
the lowest rate of interest charged by Bank in connection with extensions of
credit to debtors).

-25- 







"Registered Organization" is any "registered organization" as defined in the Code with
such additions to such term as may hereafter be made.


"Regulatory Change"
means, with respect to Bank, any change on or after the date of this Agreement
in United States federal, state, or foreign laws or regulations, including
Regulation D, or the adoption or making on or after such date of any
interpretations, directives, or requests applying to a class of lenders
including Bank, of or under any United States federal or state, or any foreign
laws or regulations (whether or not having the force of law) by any court or
governmental or monetary authority charged with the interpretation or
administration thereof.


"Requirement of Law" is as to
any Person, the organizational or governing documents of such Person, and any
law (statutory or common), treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person
or any of its property is subject.


"Responsible Officer" is any of the Chief Executive
Officer, President, Chief Financial Officer and Controller of Borrower.  


"Restricted License" is any material license or
other agreement with respect to which Borrower is the licensee (a) that
prohibits or otherwise restricts Borrower from granting a security interest in
Borrower's interest in such license or agreement or any other property, or
(b) for which a default under or termination of could interfere with the
Bank's right to sell any Collateral.


"Revolving Line" is an aggregate principal amount
equal to One Million Dollars ($1,000,000).


"Revolving Line Maturity Date" is October __, 2016.


"SEC" shall mean the Securities and Exchange
Commission, any successor thereto, and any analogous Governmental Authority.


"Securities Account" is
any "securities account" as defined in the Code with such additions to such
term as may hereafter be made.


"Shares" is one hundred percent
(100%) of the issued and outstanding capital stock, membership units or other
securities owned or held of record by Borrower or Borrower's Subsidiary, in any
Subsidiary. 


"Side Letter" means that certain Side Letter, in
form and substance satisfactory to Keshif, between Borrower and Keshif dated as
of the Effective Date.


"Subordinated Debt" is indebtedness incurred by
Borrower subordinated to all of Borrower's now or hereafter indebtedness to
Bank (pursuant to a subordination, intercreditor, or other similar agreement in
form and substance satisfactory to Bank entered into between Bank and the other
creditor), on terms acceptable to Bank.


"Subsidiary" is, as to any Person, a corporation,
partnership, limited liability company or other entity of which shares of stock
or other ownership interests having ordinary voting power (other than stock or
such other ownership interests having such power only by reason of the
happening of a contingency) to elect a majority of the board of directors or
other managers of such corporation, partnership or other entity are at the time
owned, or the management of which is otherwise controlled, directly or
indirectly through one or more intermediaries, or both, by such Person.  Unless
the context otherwise requires, each reference to a Subsidiary herein shall be
a reference to a Subsidiary of Borrower. 


"Trademarks" means any trademark and servicemark
rights, whether registered or not, applications to register and registrations
of the same and like protections, and the entire goodwill of the business of
Borrower connected with and symbolized by such trademarks.


"Transfer" is defined in Section 7.1. 


[Signature
page follows]




-26- 








IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed as of the Effective Date.


BORROWER:


ENVISION SOLAR INTERNATIONAL, INC.


By: /s/ Desmond
Wheatley


Name: Desmond
Wheatley

Title: Chief Executive Officer




ENVISION SOLAR CONSTRUCTION, INC.


By: /s/ Desmond Wheatley

Name: Desmond Wheatley

Title: Chief Executive Officer




BANK:


SILICON VALLEY BANK


By: /s/ Cody Nenadal

Name: Cody Nenadal

Title: Vice President
























































[Signature page to Loan and Security Agreement]


-27- 







EXHIBIT A - COLLATERAL DESCRIPTION




 


The Collateral consists of all of
Borrower's right, title and interest in and to the following personal property:


All goods, Accounts (including health-care receivables),
Equipment, Inventory, contract rights or rights to payment of money, leases,
license agreements, franchise agreements, General Intangibles (except as
provided below), commercial tort claims, documents, instruments (including any
promissory notes), chattel paper (whether tangible or electronic), cash,
deposit accounts, fixtures, letters of credit rights (whether or not the letter
of credit is evidenced by a writing), securities, and all other investment
property, supporting obligations, and financial assets, whether now owned or
hereafter acquired, wherever located; and


all Borrower's Books relating to the foregoing, and any
and all claims, rights and interests in any of the above and all substitutions
for, additions, attachments, accessories, accessions and improvements to and
replacements, products, proceeds and insurance proceeds of any or all of the
foregoing.


Notwithstanding the foregoing,
the Collateral does not include any Intellectual Property; provided, however,
the Collateral shall include all Accounts and all proceeds of
Intellectual Property.  If a judicial authority (including a U.S. Bankruptcy
Court) would hold that a security interest in the underlying Intellectual
Property is necessary to have a security interest in such Accounts and such
property that are proceeds of Intellectual Property, then the Collateral shall
automatically, and effective as of the Effective Date, include the Intellectual
Property to the extent necessary to permit perfection of Bank's security
interest in such Accounts and such other property of Borrower that are proceeds
of the Intellectual Property.














EXHIBIT B




CORPORATE BORROWING CERTIFICATE


 




Borrower:  Envision Solar International, Inc.                                                        Date:  October __, 2015


Bank:             Silicon Valley Bank




                I
hereby certify as follows, as of the date set forth above:




1. 
I am the Secretary, Assistant Secretary or other officer of Borrower.   My
title is as set forth below.




2. 
Borrower's exact legal name is set forth above.  Borrower is a corporation
existing under the laws of the State of Nevada.  




3. 
Attached hereto are true, correct and complete copies of Borrower's
Articles/Certificate of Incorporation (including amendments), as filed with the
Secretary of State of the state in which Borrower is incorporated as set forth
above.  Such Articles/Certificate of Incorporation have not been amended,
annulled, rescinded, revoked or supplemented, and remain in full force and
effect as of the date hereof.  




4.  The following
resolutions were duly and validly adopted by Borrower's Board of Directors at a
duly held meeting of such directors (or pursuant to a unanimous written consent
or other authorized corporate action).  Such resolutions are in full force and
effect as of the date hereof and have not been in any way modified, repealed,
rescinded, amended or revoked, and Silicon Valley Bank ("Bank") may rely on
them until Bank receives written notice of revocation from Borrower.




Resolved, that any one of
the following officers or employees of Borrower, whose names, titles and
signatures are below, may act on behalf of Borrower:




	
  

  

  Name

  	
  

  

  Title

  	
  

  

  Signature

  	
  Authorized to Add or Remove Signatories

  
	
                                                                  

  	
                                                                  

  	
                                                                  

  	
  □


  
	
                                                                  

  	
                                                                  

  	
                                                                  

  	
  □


  
	
                                                                  

  	
                                                                  

  	
                                                                  

  	
  □


  
	
                                                                  

  	
                                                                  

  	
                                                                  

  	
  □


  





Resolved Further, that any one of the persons designated above
with a checked box beside his or her name may, from time to time, add or remove
any individuals to and from the above list of persons authorized to act on
behalf of Borrower.




Resolved Further, that such
individuals may, on behalf of Borrower: 


Borrow Money.  Borrow money
from Bank.


Execute Loan
Documents.  Execute any loan
documents Bank requires. 


Grant Security.  Grant Bank a security interest in any of Borrower's
assets.


Negotiate Items.  Negotiate or discount all drafts, trade
acceptances, promissory notes, or other indebtedness in which Borrower has an
interest and receive cash or otherwise use the proceeds.


Apply for
Letters of Credit.  Apply for letters
of credit from Bank.







Enter
Derivative Transactions.  Execute spot or forward foreign exchange
contracts, interest rate swap agreements, or other derivative transactions.


Further Acts.  Designate other individuals to request advances,
pay fees and costs and execute other documents or agreements (including
documents or agreement that waive Borrower's right to a jury trial) they
believe to be necessary to effect these resolutions.




Resolved Further, that all acts authorized by the above resolutions and
any prior acts relating thereto are ratified. 




5.  The persons listed above are
Borrower's officers or employees with their titles and signatures shown next to
their names.






By:                                                                          


Name:                                                                     


Title:                                                                       






                *** If
the Secretary, Assistant Secretary or other certifying officer executing above
is designated by the resolutions set forth in paragraph 4 as one of the authorized
signing officers, this Certificate must also be signed by a second authorized
officer or director of Borrower.






                I, the
__________________________ of Borrower, hereby
certify as to paragraphs 1 through 5 above, as of the date set forth above.






By:                                                                          


Name:                                                                     


Title:                                                                       













 


CORPORATE BORROWING CERTIFICATE


 




Borrower:  Envision Solar Construction, Inc.                                                        Date:  October __, 2015


Bank:             Silicon Valley Bank




                I
hereby certify as follows, as of the date set forth above:




1. 
I am the Secretary, Assistant Secretary or other officer of Borrower.   My
title is as set forth below.




2. 
Borrower's exact legal name is set forth above.  Borrower is a corporation
existing under the laws of the State of California.  




3. 
Attached hereto are true, correct and complete copies of Borrower's
Articles/Certificate of Incorporation (including amendments), as filed with the
Secretary of State of the state in which Borrower is incorporated as set forth
above.  Such Articles/Certificate of Incorporation have not been amended,
annulled, rescinded, revoked or supplemented, and remain in full force and
effect as of the date hereof.  




4.  The following
resolutions were duly and validly adopted by Borrower's Board of Directors at a
duly held meeting of such directors (or pursuant to a unanimous written consent
or other authorized corporate action).  Such resolutions are in full force and
effect as of the date hereof and have not been in any way modified, repealed,
rescinded, amended or revoked, and Silicon Valley Bank ("Bank") may rely on
them until Bank receives written notice of revocation from Borrower.




Resolved, that any one of
the following officers or employees of Borrower, whose names, titles and
signatures are below, may act on behalf of Borrower:




	
  

  

  Name

  	
  

  

  Title

  	
  

  

  Signature

  	
  Authorized to Add or Remove Signatories

  
	
                                                                  

  	
                                                                  

  	
                                                                  

  	
  □


  
	
                                                                  

  	
                                                                  

  	
                                                                  

  	
  □


  
	
                                                                  

  	
                                                                  

  	
                                                                  

  	
  □


  
	
                                                                  

  	
                                                                  

  	
                                                                  

  	
  □


  





Resolved Further, that any one of the persons designated above
with a checked box beside his or her name may, from time to time, add or remove
any individuals to and from the above list of persons authorized to act on
behalf of Borrower.




Resolved Further, that such
individuals may, on behalf of Borrower:


Borrow Money.  Borrow money
from Bank.


Execute Loan
Documents.  Execute any loan
documents Bank requires. 


Grant Security.  Grant Bank a security interest in any of Borrower's
assets.


Negotiate Items.  Negotiate or discount all drafts, trade
acceptances, promissory notes, or other indebtedness in which Borrower has an
interest and receive cash or otherwise use the proceeds.


Apply for
Letters of Credit.  Apply for letters
of credit from Bank.







Enter
Derivative Transactions.  Execute spot or forward foreign exchange
contracts, interest rate swap agreements, or other derivative transactions.


Further Acts.  Designate other individuals to request advances,
pay fees and costs and execute other documents or agreements (including
documents or agreement that waive Borrower's right to a jury trial) they
believe to be necessary to effect these resolutions.




Resolved Further, that all acts authorized by the above resolutions and
any prior acts relating thereto are ratified. 




5.  The persons listed above are
Borrower's officers or employees with their titles and signatures shown next to
their names.






By:                                                                          


Name:                                                                     


Title:                                                                       






                *** If
the Secretary, Assistant Secretary or other certifying officer executing above
is designated by the resolutions set forth in paragraph 4 as one of the
authorized signing officers, this Certificate must also be signed by a second
authorized officer or director of Borrower.






                I, the
__________________________ of Borrower, hereby
certify as to paragraphs 1 through 5 above, as of the date set forth above.






By:                                                                          


Name:                                                                     


Title:                                                                       

















EXHIBIT C




COMPLIANCE CERTIFICATE






TO: SILICON
VALLEY BANK                                                                                          Date: 
                                                     


FROM: 
ENVISION SOLAR INTERNATIONAL, INC. and ENVISION SOLAR CONSTRUCTION, INC.




The undersigned authorized
officer of ENVISION SOLAR INTERNATIONAL, INC. and ENVISION SOLAR CONSTRUCTION,
INC. (collectively, "Borrower") certifies that under the terms and conditions
of the Loan and Security Agreement between Borrower and Bank (the "Agreement"):


(1) Borrower is in complete
compliance for the period ending _______________ with all required covenants
except as noted below; (2) there are no Events of Default; (3) all
representations and warranties in the Agreement are true and correct in all
material respects on this date except as noted below; provided, however, that
such materiality qualifier shall not be applicable to any representations and
warranties that already are qualified or modified by materiality in the text
thereof; and provided, further that those
representations and warranties expressly referring to a specific date shall be
true, accurate and complete in all material respects as of such date;
(4) Borrower, and each of its Subsidiaries, has timely filed all required
tax returns and reports, and Borrower has timely paid
all foreign, federal, state and local taxes, assessments, deposits and
contributions owed by Borrower except as otherwise permitted pursuant to
the terms of Section 5.9 of the Agreement; and (5) no Liens have been
levied or claims made against Borrower or any of its Subsidiaries relating to
unpaid employee payroll or benefits of which Borrower has not previously
provided written notification to Bank.  




Attached are the required
documents supporting the certification.  The undersigned certifies that these
are prepared in accordance with GAAP consistently applied from one period to
the next except as explained in an accompanying letter or footnotes.  The
undersigned acknowledges that no borrowings may be requested at any time or
date of determination that Borrower is not in compliance with any of the terms
of the Agreement, and that compliance is determined not just at the date this
certificate is delivered.  Capitalized terms used but not otherwise defined
herein shall have the meanings given them in the Agreement.




Please indicate compliance status
by circling Yes/No under "Complies" column.



  

	
   

  
	
  Reporting Covenants

  	
  Required

  	
  Complies

  
	
   

  	
   

  	
   

  
	
  Monthly financial statements with 

  Compliance Certificate

  	
  Monthly within 30 days

  	
  Yes   No

  
	
  Annual financial statement (CPA Audited) + CC

  	
  FYE within 210 days

  	
  Yes   No

  
	
  10‐Q, 10‐K and 8-K

  	
  Within 5 days after filing with SEC

  	
  Yes   No

  
	
  Annual projections

  	
  Within 60 days of FYE

  	
  Yes   No

  





  





Other Matters





  



	
  Have there been any
  amendments of or other changes to the capitalization table of Borrower and to
  the Operating Documents of Borrower or any of its Subsidiaries?  If yes,
  provide copies of any such amendments or changes with this Compliance
  Certificate.

  	
  Yes

  	
  No

  





  





[Continued on Next Page]






               The following
are the exceptions with respect to the certification above:  (If no exceptions
exist, state "No exceptions to note.")




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


 


	
  ENVISION
  SOLAR INTERNATIONAL, INC.

  ENVISION SOLAR CONSTRUCTION, INC.



  By:
                                                                              

  Name:
                                                                         

  Title:
                                                                           

  	
  BANK USE ONLY


  Received by: _____________________

  authorized
  signer

  Date:    _________________________


  Verified: ________________________

  authorized
  signer

  Date:    _________________________


  Compliance
  Status:           Yes     No

  









EXHIBIT D


 


LOAN PAYMENT/ADVANCE REQUEST FORM




Deadline for same day
processing is Noon Pacific Time




Fax To:                                                                                                                                    Date:
_____________________






Loan
Payment:


ENVISION SOLAR
INTERNATIONAL, INC. and ENVISION SOLAR CONSTRUCTION, INC.




From Account #________________________________       To
Account #__________________________________________________


(Deposit Account #)                                                                                                (Loan
Account #)


Principal $____________________________________       and/or
Interest $________________________________________________




Authorized Signature:                                                               Phone
Number:                                                                     


Print Name/Title:                                               











Loan Advance:




Complete Outgoing Wire Request section below if
all or a portion of the funds from this loan advance are for an outgoing wire.




From Account #________________________________       To
Account #__________________________________________________


(Loan Account #)                                                                                    (Deposit
Account #)




Amount of Advance $___________________________




All Borrower's representations and
warranties in the Loan and Security Agreement are true, correct and complete in
all material respects on the date of the request for an advance; provided,
however, that such materiality qualifier shall not be applicable to any
representations and warranties that already are qualified or modified by
materiality in the text thereof; and provided, further that
those representations and warranties expressly referring to a specific date
shall be true, accurate and complete in all material respects as of such date:


 


Authorized Signature:                                                               Phone
Number:                                                                   


Print Name/Title:                                               







 




Outgoing Wire Request:


Complete only if all or a portion of funds from the
loan advance above is to be wired.


Deadline for same day processing is noon, Pacific Time 




Beneficiary Name: _____________________________                                                                                                                Amount
of Wire: $          


Beneficiary Bank: ______________________________                                                                                                               Account
Number:             


City and State:                                                         




Beneficiary Bank Transit (ABA) #:                                     Beneficiary
Bank Code (Swift, Sort, Chip, etc.):                                    


(For International Wire Only)




Intermediary Bank:                                                             Transit
(ABA) #:                                                                                   


For Further Credit to:                                                                                                                                                                       




Special Instruction:                                                                                                                                                                          


 


By signing below, I (we) acknowledge and agree that my
(our) funds transfer request shall be processed in accordance with and subject
to the terms and conditions set forth in the agreements(s) covering funds
transfer service(s), which agreements(s) were previously received and executed
by me (us).




Authorized Signature: ___________________________        2nd
Signature (if required): _______________________________________


Print Name/Title: ______________________________       Print
Name/Title: ______________________________________________


Telephone #:                                                                           Telephone
#: