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                                  EXHIBIT 10.2



                                  AMENDMENT TO

                                     BYLAWS

                                       OF

                        ENVISION SOLAR INTERNATIONAL, INC

                              A NEVADA CORPORATION


         The  first  sentence  of  Article  III,  Section  3.2 of the  Bylaws of
Envision  Solar  International,  Inc.  ("Bylaws") is hereby amended and restated
(the "Amendment") as follows:

         "The number of directors  which shall  constitute the whole board shall
be seven (7)."

         The Bylaws shall remain in effect as modified by this Amendment  except
to the  extent  that the Bylaws  contradict  the  Amendment,  in which case this
Amendment shall govern.

THIS IS TO CERTIFY:

         That I am the duly elected,  qualified and acting Secretary of Envision
Solar  International,  Inc., a Nevada corporation (the "Company"),  and that the
foregoing  Amendment  to the Bylaws  was  validly  adopted  on July 11,  2014 by
written consent of the Board of Directors of the Company.

         IN WITNESS  WHEREOF,  I have hereunto set my hand this 11th day of July
2014.


                                    /s/ Desmond Wheatley
                                    -------------------------------------------
                                    Desmond Wheatley, Secretary