EXHIBIT 10.1

                       ENVISION SOLAR INTERNATIONAL, INC.
                        RESTRICTED STOCK GRANT AGREEMENT

         This  Restricted  Stock Grant  Agreement (the  "AGREEMENT") is made and
entered into as of April 2, 2014, (the "EFFECTIVE DATE") by and between Envision
Solar International,  Inc., a Nevada corporation (the "COMPANY"), and the person
named below (the "GRANTEE").


GRANTEE:                                  JACK SCHNEIDER
                                          --------------------------------------

SOCIAL SECURITY NUMBER:                   (PROVIDED SEPARATELY)
                                           -------------------------------------

ADDRESS:                                  (PROVIDED SEPARATELY)
                                          --------------------------------------

TOTAL NUMBER OF SHARES TO BE GRANTED:     1,000,000 (THE "RESTRICTED SHARES")
                                          --------------------------------------

         1. GRANT OF RESTRICTED SHARES AND ESCROW.

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

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

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

                  2.1  SCHEDULE OF VESTING.  Grantee  shall be eligible  for the
release from escrow of Restricted Shares as follows:  166,672 Shares on April 2,
2014 and then 69,444 Shares on the last day of each calendar quarter  thereafter
commencing on June 30, 2014.

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

                                      -1-
<PAGE>

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

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

                  JACK SCHNEIDER
                  --------------------------------------------------------------
                  --------------------------------------------------------------

                  Grantee desires to take title to the Shares as follows:

                  [ x ] Individual, as separate property

                  [   ] Husband and wife, as community property

                  [   ] Joint Tenants

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

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

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

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

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

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

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<PAGE>

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

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

         5. RESTRICTED SECURITIES.

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

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

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

         7. COMPANY TAKE-ALONG RIGHT.

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

                                      -3-
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structured as a sale of securities,  agree to sell Grantee's Shares on the terms
and conditions of the Approved Sale which terms and  conditions  shall treat all
stockholders  of the Company  equally (on a pro rata basis),  except that shares
having a liquidation  preference may, if so provided in the documents  governing
such  shares,  receive  an amount  of  consideration  equal to such  liquidation
preference in addition to the consideration  being paid to the holders of Shares
not having a liquidation preference.

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

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

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

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

                                      -4-
<PAGE>

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

         9. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.

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

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

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

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

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

                                      -5-
<PAGE>

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

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

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

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

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

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

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

                                      -6-
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         17. ENTIRE AGREEMENT.  This Agreement  constitutes the entire agreement
and  understanding  of the parties  with  respect to the subject  matter of this
Agreement, and supersedes all prior understandings and agreements,  whether oral
or written,  between the parties  hereto with  respect to the  specific  subject
matter of this Agreement.

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


ENVISION SOLAR INTERNATIONAL, INC.             GRANTEE



By:
    ----------------------------------         ---------------------------------
                                               (Signature)

Desmond Wheatley                               Jack Schneider
--------------------------------------         ---------------------------------
(Please print name)                            (Please print name)

Chief Executive Officer
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(Please print title)























                                      -7-
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                                 SPOUSE CONSENT


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


Date:
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                                          Print Name of Grantee's Spouse

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(Please print name)                       Signature of Grantee's Spouse


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






                              /_/    Check this box if you do not have a spouse.