EXHIBIT 10.1

                              CONSULTING AGREEMENT

         This  CONSULTING  AGREEMENT  (this  "Agreement")  is entered into to be
effective as of February 1, 2014 by and between  Envision  Solar  International,
Inc. (the "Company"),  a Nevada  corporation,  with its principal office at 7675
Dagget,  Suite 150, San Diego,  CA 92111 and Cronus Equity  ("Consultant or CE")
(collectively  with  the  Company,  the  "Parties",  and  each  individually,  a
"Party"), with reference to the following facts:

         WHEREAS,  upon  the  terms  and  subject  to  the  conditions  of  this
Agreement,  the  Company  desires to engage the  Consultant  to provide  certain
consulting  services to the Company,  and the Consultant  desires to render such
services.

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
promises and covenants  herein  contained,  the Company and Consultant  agree as
follows:

1.       ENGAGEMENT OF  CONSULTANT.  The Company  hereby  engages  Consultant to
         provide  consulting  services  pursuant  to  this  Agreement,  and  the
         Consultant hereby accepts such. Consultant acknowledges and agrees that
         Consultant shall provide such services on a best efforts first-priority
         basis  and  will  not   participate   in  efforts  that  are  knowingly
         competitive  to the  Company  or to this  Agreement.  With  that  said,
         Consultant  has an expertise in the public markets and media sectors of
         business  and has the  right to  pursue  business  in these  and  other
         sectors of business.

2.       SERVICES.  Consultant's  services  shall  be  rendered  in the  area of
         business   development,   fundraising   and  the  evaluation  of  asset
         acquisition  for Company and shall be done at the direction of the CEO.
         In addition,  Consultant shall use best efforts to assist with existing
         Company related business.

3.       PROFESSIONAL MANNER. Consultant agrees to render all services generally
         and  customarily  performed  in similar  capacities  in a  professional
         manner  in  accordance  with   specifications   furnished  by  Company.
         Consultant  shall within reason use his best efforts to promptly comply
         with all instructions,  directions, requests, rules, and regulations of
         Company in connection with  Consultant's  services to be rendered under
         this Agreement.

4.       COMPENSATION.  Provided  Consultant renders services in accordance with
         this  Agreement,  Company will pay to Consultant the monthly fee of Ten
         Thousand Dollars  ($10,000.00) or such amount as is jointly agreed,  in
         advance  and in  writing by the  Parties  ("Monthly  Fee"),  during the
         twelve  (12) month  term.  Consultant  will  deliver  an  invoice  upon
         signature of this  agreement and at or prior to the first  business day
         of each month and  payment  will be paid in a timely  manner  after the
         first day of the month for which the invoice is issued.

5.       ADDITIONAL  COMPENSATION.  In addition to the (a)  consulting  services
         performed  by  the   Consultant  for  the  Monthly  Fee,  and  (b)  the
         Consultant's  performance  of his  other  duties as a  director  of the
         Company,  the  Company  may from time to time  during  the term of this
         Agreement request the Consultant to assist it in raising capital in the
         form of equity or debt  ("Additional  Services").  In consideration for
         the Consultant's  Additional Services,  including referring prospective
         investors  to  the  Company   (collectively,   the  "Investors"),   the
         Consultant  may be entitled to an  additional  consulting  fee mutually
         agreed  upon in advance in writing by the  Company  and the  Consultant
         (the "Additional  Consulting Fee"). The Consultant will submit invoices
         to the  Company  on a monthly  basis for  Additional  Consulting  Fees,
         payable  within 20 days of receipt,  provided  that (i) the  Additional
         Consulting  Fees will only be  payable  with  respect  to actual  funds
         contributed or loaned to, and accepted by, the Company from an Investor
         introduced by the Consultant  and not  previously  known to the Company
         from another source,  (ii) the Company may accept or reject  investment
         proposals  from   prospective   Investors  in  its  sole  and  absolute
         discretion, and (iii) the amount of the Additional Consulting Fees will
         not be based on a  percentage  of the  investment,  and will be payable

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         only if and when the  Investor's  investment is received by the Company
         is cash or cash equivalents that clear into good funds.

6.       EXPENSES.  Company will only  reimburse the Consultant for expenses (1)
         that  were   pre-approved  by  the   management,   and  (2)  only  upon
         presentation of expense receipts or statements or such other supporting
         information as the Company may require (the "Expense Report").

7        TERM. The term of this  agreement is twelve (12) months.  The foregoing
         notwithstanding  the  Company  shall have the right to  terminate  this
         agreement with  Consultant at any time for any reason or for no reason,
         with 30 days advance  notice.  The Company may at its option  terminate
         this Agreement  immediately without 30 days advance notice in the event
         that the Employee is convicted  of  committing a felony under  federal,
         state or local law or commits gross  negligence in the  performance  of
         his duties under this  Agreement.  The Company may also  terminate this
         Agreement in the event that the  Consultant  breaches the Agreement and
         fails to cure such breach within seven (7) days of written  notice from
         the Company.

8.       WRITTEN  REPORTS.  Company may request data and reports from Consultant
         from time to time. Consultant shall provide reports in reasonable form,
         to include such  information  and data that is reasonably  requested by
         the Company.

9.       INTELLECTUAL  PROPERTY.  All right, title and interest in the material,
         work,  results and data specifically  developed under this Agreement on
         behalf of the  company,  including  all elements  thereof,  will at all
         times belong solely and exclusively to Company for use in any manner or
         media it may make or  authorize  throughout  the  world in  perpetuity.
         Similarly, any and all materials, ideas, or other creative and literary
         property and  Consultant's  adaptations and  arrangements  thereof will
         belong solely and  completely to Company for any use it may  thereafter
         see  fit.  Any  and  all  inventions,  discoveries,   developments  and
         innovations conceived by the Consultant during this engagement relative
         to the duties under this Agreement  shall be the exclusive  property of
         the Company;  and the Consultant  hereby assigns all right,  title, and
         interest in the same to the Company, and Consultant's services shall be
         deemed  those  of an  employee  for hire for  copyright  purposes.  For
         avoidance of doubt,  the results and proceeds of Consultant's  services
         hereunder,  including,  without  limitation,  any  works of  authorship
         resulting from his services during the Term will be works-made-for hire
         and Company  will be deemed the sole owner  throughout  the universe of
         any and all rights of whatsoever nature therein,  whether or not now or
         hereafter known, existing, contemplated,  recognized or developed, with
         the  right  to  use  the  same  in  perpetuity  in any  manner  Company
         determines  in its sole  discretion  without  any  further  payment  to
         Consultant.  If, for any reason,  any of such results and proceeds will
         not  legally  be  deemed  a  work-for-hire,   then  Consultant   hereby
         irrevocably  assigns  and  agrees to assign  any and all of his  right,
         title and interest thereto, including,  without limitation, any and all
         intellectual  property  rights,  copyrights,  patents,  trade  secrets,
         trademarks and/or other rights of whatsoever nature therein, whether or
         not now or  hereafter  known,  existing,  contemplated,  recognized  or
         developed,  to Company, and Company will have the right to use the same
         in perpetuity  throughout the universe  without any further  payment to
         Consultant.  Consultant  will use best efforts in cooperating  with all
         requirements   or  requests  by  Company  and  by  law  to  ensure  any
         intellectual   property  rights  contemplated  by  this  Agreement  are
         assigned to Company.

10.      CONFIDENTIALITY. The Parties have executed a mutual Confidentiality and
         Non  Disclosure  Agreement  dated February 1 2014. For purposes of this
         Agreement,  "CONFIDENTIAL  INFORMATION" shall mean: (a) all information
         regarding  the  Company  and  its  current  and  future   subsidiaries,
         affiliates,  related entities and investments that is or is intended to
         be confidential by the Company, including without limitation,  business
         plans,  marketing plans, business development and expansion,  financial
         statements  and financial  information,  products,  services,  vendors,
         suppliers,  customers,   contracts,   forecasts,   projections,  sales,
         marketing  and  employees  and  consultants  of the  Company,  and  any
         proprietary,  trade  secret,  or other  information  that is not in the
         public  domain,  as  well  as any  attorney-client  privileged  or work
         product  information;  and (b)  information  of any  third  party  with
         respect to which the Company is under obligation to keep  confidential;

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         but excluding  information that is held not to be confidential by court
         order.

         a.       Consultant  agrees  that he  will  maintain  the  Confidential
                  Information  in  strictest  confidence  will not  disclose the
                  Confidential  Information  to any  person and will not use the
                  Confidential Information except to assist the Company, and its
                  designated agents, including its attorneys, as contemplated by
                  this Agreement.  Consultant  shall  immediately give notice to
                  the  Company  of any  unauthorized  use or  disclosure  of the
                  Confidential  Information.  Consultant  agrees to  assist  the
                  other  party  in  remedying  any  such   unauthorized  use  or
                  disclosure of the other party's Confidential Information.

         b.       A disclosure by Consultant of Confidential  Information  shall
                  not be considered to be a breach of this Agreement or a waiver
                  of  confidentiality  for other purposes if such disclosure is:
                  (a)  in  response  to a  valid  order  by  a  court  or  other
                  governmental  body;  (b)  otherwise  required  by law;  or (c)
                  necessary  to establish  the rights of the parties  under this
                  Agreement;  provided,  in  any  case,  that  Consultant  shall
                  provide  prompt prior written notice thereof to the Company to
                  enable the  Company to seek a  protective  order or  otherwise
                  prevent disclosure of the Confidential  Information or (d) can
                  be located in the public domain..

         c.       The provisions of this Section 9 shall survive any termination
                  of Consultant's engagement under this Agreement as long as all
                  payments are made in full per Section 4 (Compensation).

11.      MISCELLANEOUS & ARBITRATION.

         d.       NO VIOLATION OF OTHER  AGREEMENTS.  Each of the parties hereto
                  represents   and  warrants  that   execution,   delivery,   or
                  performance  of this  Agreement  does not  conflict  with,  or
                  violate  the terms of,  any other  agreement  to which it is a
                  party or by which it is bound.

         e.       INDEPENDENT   CONTRACTOR:   LIMITATION   OF   LIABILITY.   The
                  Consultant is an  independent  contractor to the Company,  and
                  nothing herein shall be deemed to constitute the Consultant or
                  his agents as an employee or agent of the Company.  Consultant
                  is  responsible  for all reporting of any / all taxes in their
                  jurisdiction that may be due for compensation paid for service
                  rendered  under  this  agreement.  Consultant  has no power or
                  authority  to  bind  the  Company,  and  shall  not  make  any
                  representation or statement that he has such power.

         f.       NOTICES.   All   notices,    requests,   demands   and   other
                  communications  (collectively,  "NOTICES")  given  pursuant to
                  this Agreement shall be in writing,  and shall be delivered by
                  email, personal service, courier, facsimile transmission or by
                  United  States first  class,  registered  or  certified  mail,
                  postage  prepaid,  addressed  to the party at the  address set
                  forth on the  signature  page of this  Agreement.  Any Notice,
                  other than a Notice  sent by  registered  or  certified  mail,
                  shall be effective when received;  a Notice sent by registered
                  or certified mail,  postage prepaid return receipt  requested,
                  shall be  effective  on the  earlier of when  received  or the
                  third  day  following  deposit  in the  United  States  Postal
                  Depository. Any party may from time to time change its address
                  for further  Notices  hereunder by giving  notice to the other
                  party in the manner prescribed in this Section.

         g.       ASSIGNMENT.  Neither  party may  assign its  interest  in this
                  Agreement or delegate its  responsibilities  hereunder without
                  prior  written  consent of the other party,  provided that the
                  Company  may  assign its  rights  and  obligations  under this
                  Agreement to any successor by merger or consolidation,  to any
                  purchaser  of all or  substantially  all of the  assets of the
                  Company or to any subsidiary or parent of the Company.

         h.       SEVERABILITY.   The  invalidity  or  unenforceability  of  any
                  particular  provision  of this  Agreement  or portion  thereof
                  shall not affect the validity or unenforceability of any other
                  provision  thereof.  If any  provision  of this  Agreement  is
                  adjudicated to be so broad as to be unenforceable, it shall be
                  interpreted to be only as broad as is enforceable.

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         i.       COUNTERPARTS: GOVERNING LAW. This Agreement may be executed in
                  any number of  counterparts,  each of which shall be deemed an
                  original,  but all of which together shall  constitute one and
                  the same instrument.  This Agreement shall be governed by, and
                  construed  in  accordance  with,  the  laws  of the  State  of
                  California.

         j.       HEADINGS.  The article and section  headings in this Agreement
                  are solely for  convenience of reference and shall be given no
                  effect  in  the   construction  or   interpretation   of  this
                  Agreement.

                  ARBITRATION.  All claims or  disputes  between the Company and
                  Consultant  arising out of or relating to this  Agreement,  or
                  the breach  thereof,  except  those  claims  that may not as a
                  matter of law be subject to  arbitration,  shall be decided by
                  final and binding  arbitration in accordance with the American
                  Arbitration  Association,  Employment  Arbitration  Rules  and
                  Mediation  Procedures (the "AAA Employment Rules"),  which can
                  be found at HTTP://WWW.ADR.ORG  and are incorporated herein by
                  this reference;  further,  Consultant  represents and warrants
                  that, before signing this Agreement, he has had an opportunity
                  to review the AAA Employment Rules online.  Moreover,  nothing
                  in  this  Agreement   prohibits   either  party  from  seeking
                  temporary  injunctive  or  other  equitable  relief  in aid of
                  arbitration from a court of competent jurisdiction.  A neutral
                  and impartial  arbitrator  shall be chosen by mutual agreement
                  of the parties;  provided,  however, if the parties are unable
                  to agree  upon an  arbitrator  within a  reasonable  period of
                  time,  then  a  neutral  and  impartial  arbitrator  shall  be
                  appointed in accordance  with the  arbitrator  nomination  and
                  selection procedure set forth in the AAA Employment Rules. The
                  arbitrator  shall prepare a written  decision  containing  the
                  essential findings and conclusions on which the award is based
                  so as to ensure  meaningful  judicial  review of the decision.
                  The arbitrator  shall apply the same substantive law, with the
                  same statutes of  limitations  and same  remedies,  that would
                  apply if the claims were brought in a  California  state court
                  of law. The  arbitrator  shall have the authority to rule on a
                  motion to dismiss and/or summary judgment by either party, and
                  the  arbitrator  shall  apply  the  standards  governing  such
                  motions under the  California  Rules of Civil  Procedure.  The
                  prevailing   party's   reasonable   costs  and   expenses   of
                  arbitration shall be paid by the opposing party.


         THE PARTIES ALSO UNDERSTAND AND AGREE THAT THIS AGREEMENT CONSTITUTES A
         WAIVER OF THEIR RIGHT TO A TRIAL BY JURY OF ANY CLAIMS OR CONTROVERSIES
         COVERED BY THIS  AGREEMENT OR TO  PARTICIPATE  IN A CLASS  ACTION.  THE
         PARTIES  AGREE  THAT  NONE OF THOSE  CLAIMS OR  CONTROVERSIES  SHALL BE
         RESOLVED BY A JURY TRIAL OR IN A CLASS ACTION.

         THE  PARTIES  FURTHER   ACKNOWLEDGE  THAT  THEY  HAVE  BEEN  GIVEN  THE
         OPPORTUNITY TO DISCUSS THIS AGREEMENT WITH THEIR LEGAL COUNSEL AND HAVE
         AVAILED  THEMSELVES OF THAT  OPPORTUNITY  TO THE EXTENT THEY WISH TO DO
         SO.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first above written.

CONSULTANT                                COMPANY


Signature: /s/ Paul Feller                Signature: /s/ Desmond Wheatley
           ---------------                           --------------------

Name:      Paul Feller                    Name :     Desmond Wheatley

Date:      2/11/14                        Date:      2/21/14
           ---------------                           --------------------



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