-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, W2hHzWzxP22a6OsGSea8+ZF7KiO84v2X67KjZkkfzgyl6nXu6OvOS/fw+dVy2I3E KoZDUYsHBo4FbdRLxPtw+Q== /in/edgar/work/0001015402-00-003438/0001015402-00-003438.txt : 20001122 0001015402-00-003438.hdr.sgml : 20001122 ACCESSION NUMBER: 0001015402-00-003438 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20001121 EFFECTIVENESS DATE: 20001121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERENS INDUSTRIES INC CENTRAL INDEX KEY: 0000768216 STANDARD INDUSTRIAL CLASSIFICATION: [7389 ] IRS NUMBER: 870565948 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-50352 FILM NUMBER: 774130 BUSINESS ADDRESS: STREET 1: 701 NORTH POST OAK ROAD STREET 2: SUITE 350 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 7136827400 MAIL ADDRESS: STREET 1: 5525 S 900 EAST STREET 2: SUITE #10 CITY: SALT LAKE CITY STATE: UT ZIP: 84117 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL AIR CORP DATE OF NAME CHANGE: 19970521 S-8 1 0001.txt As filed with the Securities and Exchange Commission on November 20, 2000 Registration no. 333-__________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________________________ FORM S-8 Registration Statement Under the Securities Act of 1933 _____________________ BERENS INDUSTRIES, INC. (Exact name of Registrant as specified in its charter) Nevada 87-05065948 ------ ----------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 701 N. Post Oak Road, Suite 350 Marc I. Berens Houston, Texas 77024 701 N. Post Oak Road, Suite 350 (713) 682-7400 Houston, Texas 77024 (Address, including zip code, and (713) 682-7400 telephone number, including (Name, address, including zip code, area code, of registrant's and telephone number, including principal executive offices) area code, of agent for service) 2000 STOCK OPTION PLAN CONSULTING AGREEMENT MANFRED STERNBERG CONSULTING AGREEMENT YOLANA BERENS CONSULTING AGREEMENT WENQUAN LIU CONSULTING AGREEMENT CHUN KIN CHAN CONSULTING AGREEMENT MARC IVAN BERENS CONSULTING AGREEMENT G. JAMIESON BRYAN (Full Title of the Plans) _________________ copy to: Thomas C. Pritchard Brewer & Pritchard, P.C. Three Riverway, 18th Floor Houston, Texas 77056 Phone (713) 209-2950 Fax (713) 659-2430 _________________
CALCULATION OF REGISTRATION FEE =================================================================================================== TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF SECURITIES TO BE AMOUNT BEING OFFERING PRICE AGGREGATE REGISTRATION REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE - ------------------------ ------------------ ------------------ ------------------ ------------- Common Stock, par value .001 per share. . . . . 3,018,600 $ .09 $ 271,674 $ 75 - ------------------------ ------------------ ------------------ ------------------ ------------- TOTAL $ 75 =================================================================================================== (1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, the number of shares of the issuer's Common Stock registered hereunder will be adjusted in the event of stock splits, stock dividends or similar transactions. (2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h), on the basis of the average bid and asked price of the Common Stock as reported by the OTC Electronic Bulletin Board on November 15, 2000.
PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by the company with the SEC are incorporated herein by reference: 1. The company's latest annual report filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, or, either (1) the company's latest prospectus filed pursuant to Rule 424(b) under the Securities Act that contains audited financial statements for the company's latest fiscal year for which such statements have been filed, or (2) the company's effective registration statement on Form 10-SB filed under the Exchange Act containing audited financial statements for the company's latest fiscal year; 2. All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in (1) above; and 3. The description of the common stock that is contained in a registration statement or amendment thereto filed under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to the registration statement which indicates that all shares of common stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in the registration statement and to be a part thereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES Not Applicable ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 78.7502 of the Nevada General Corporation Law allows the Company to indemnify any person who was or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by reason of the fact that he or she is or was a director, officer, employee, or agent of the Company or is or was serving at the request of the Company as a director, officer, employee, or agent of any corporation, partnership, joint venture, trust or other enterprise. The Company may advance expenses in connection with defending any such proceeding, provided the indemnitee undertakes to pay any amounts if it is later determined that the person was not entitled to be indemnified by the Company. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS The following exhibits are filed as part of this registration statement: II-1
EXHIBIT NO. IDENTIFICATION OF EXHIBIT - ------------ ---------------------------------------------------------------------- 4.1(2) - Common Stock Specimen 5.1(1) - Opinion Regarding Legality 10.1(1) - Consulting Agreement Manfred Sternberg 10.2(1) - Consulting Agreement Wenquan Liu 10.3(1) - Consulting Agreement Chun Kin Chan 10.4(1) - Consulting Agreement Yolana Berens 10.5(1) - Consulting Agreement Marc Ivan Berens 10.6(2) - 2000 Stock Option Plan 10.7(1) - Consulting Agreement G. Jamieson Bryan 23.1(1) - Consent of Counsel (included in Exhibit 5.1) 23.2(1) - Consent of Ham, Langston, & Brezina, independent public accountants _____________________ (1) Filed herewith. (2) Filed previously.
ITEM 9. UNDERTAKINGS (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: i. To include any prospectus required by Section 10(a)(3) of the Securities Act; ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. Provided, however, that paragraphs (a)(1)(i) and (ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement. II-2 (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 20th day of November 2000. BERENS INDUSTRIES, INC. By: /s/ Marc I. Berens -------------------------------------------- Marc I. Berens, Chief Executive Officer ____________________________ Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated: Signature Title Date - ---------------------- ----------------------- ----------------- /s/ Marc I. Berens Chief Executive Officer November 20, 2000 - ---------------------- and Director Marc I. Berens /s/ William Ranshaw Director November 20, 2000 - ---------------------- William Ranshaw /s/ Jeffrey Hansen Director November 20, 2000 - ---------------------- Jeffrey Hansen II-4 EX-5.1 2 0002.txt Exhibit 5.1 November 20, 2000 Mr. Marc Ivan Berens Berens Industries, Inc. 701 N. Post Oak Road, Suite 350 Houston, Texas 77024 Re: Berens Industries, Inc. Registration Statement on Form S-8 Gentlemen: We have represented Berens Industries, Inc., a Nevada corporation ("Company"), in connection with the preparation of a registration statement filed with the Securities and Exchange Commission on Form S-8 ("Registration Statement") relating to the proposed issuance of up to 3,018,600 shares ("Shares") of the Company's common stock, par value $.001 per share ("Common Stock") upon the exercise of options and issuance of awards issued pursuant to certain agreements ("Plans") attached as exhibits to the Registration Statement. In this connection, we have examined originals or copies identified to our satisfaction of such documents, corporate and other records, certificates, and other papers as we deemed necessary to examine for purposes of this opinion, including but not limited to the Plans, the Certificate of Incorporation of the Company, the Bylaws of the Company, and resolutions of the Board of Directors of the Company. We are of the opinion that the Shares will be, when issued pursuant to the Plans, legally issued, fully paid and nonassessable. We hereby consent to the filing of this Opinion as an Exhibit to the Registration Statement. Very truly yours, BREWER & PRITCHARD, P.C. [SIGNATURE OF BREWER & PRITCHARD, P.C. APPEARS HERE] EX-10.1 3 0003.txt CONSULTING AGREEMENT This Consulting Agreement dated August 1, 2000 ("Agreement") is by and between, BERENS INDUSTRIES, INC., a Nevada corporation ("Company") and MANFRED STERNBERG, an individual ("Consultant"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, Consultant desires to provide certain consulting services to the Company; and WHEREAS, the Company and Consultant desire to set forth in writing the terms and conditions of their agreement; NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, the parties hereto agree as follows: 1. Engagement. Subject to the terms and provisions of this Agreement, ---------- the Company hereby affirms the engagement of Consultant, as an independent contractor, to provide consulting services. 2. Compensation. For certain services performed by Consultant for the ------------ Company, the Company will issue to Consultant 10,000 shares of common stock of the Company pursuant to a S-8 Registration Statement. 3. Status Reports. At the Company's written request, Consultant shall --------------- prepare and submit to the Company a written status report describing the status of any sales of the Company Common Stock sold hereby. 4. Term. The term of this Agreement shall commence on the date herein ---- and shall continue at will. 5. Miscellaneous. ------------- (a) Assignment. All of the terms, provisions and conditions of ---------- this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. This Agreement shall not be assigned or transferred by either party, nor shall any interest herein be assigned, transferred, pledged or hypothecated by either party without the prior written consent of the other party. (b) Applicable Law. This Agreement shall be construed in --------------- accordance with and governed by the laws of the State of Texas. (c) Entire Agreement, Amendments and Waivers. This Agreement -------------------------------------------- constitutes the entire agreement of the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any party hereto unless set forth in a document duly executed by such party or an authorized agent or such party. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. BERENS INDUSTRIES, INC. By: ---------------------------- Marc I. Berens, PRESIDENT MANFRED STERNBERG ______________________________ EX-10.2 4 0004.txt CONSULTING AGREEMENT This Consulting Agreement dated August 1, 2000 ("Agreement") is by and between, BERENS INDUSTRIES, INC., a Nevada corporation ("Company") and WENQUAN LIU, an individual ("Consultant"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, Consultant desires to provide certain consulting services to the Company; and WHEREAS, the Company and Consultant desire to set forth in writing the terms and conditions of their agreement; NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, the parties hereto agree as follows: 1. Engagement. Subject to the terms and provisions of this Agreement, ---------- the Company hereby affirms the engagement of Consultant, as an independent contractor, to provide consulting services. 2. Compensation. For certain services performed by Consultant for the ------------ Company, the Company will issue to Consultant 4,300 shares of common stock of the Company pursuant to a S-8 Registration Statement. 3. Status Reports. At the Company's written request, Consultant shall --------------- prepare and submit to the Company a written status report describing the status of any sales of the Company Common Stock sold hereby. 4. Term. The term of this Agreement shall commence on the date herein ---- and shall continue at will. 5. Miscellaneous. ------------- (a) Assignment. All of the terms, provisions and conditions of ---------- this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. This Agreement shall not be assigned or transferred by either party, nor shall any interest herein be assigned, transferred, pledged or hypothecated by either party without the prior written consent of the other party. (b) Applicable Law. This Agreement shall be construed in --------------- accordance with and governed by the laws of the State of Texas. (c) Entire Agreement, Amendments and Waivers. This Agreement -------------------------------------------- constitutes the entire agreement of the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any party hereto unless set forth in a document duly executed by such party or an authorized agent or such party. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. BERENS INDUSTRIES, INC. By: ---------------------------- Marc I. Berens, PRESIDENT WENQUAN LIU ______________________________ EX-10.3 5 0005.txt CONSULTING AGREEMENT This Consulting Agreement dated August 1, 2000 ("Agreement") is by and between, BERENS INDUSTRIES, INC., a Nevada corporation ("Company") and CHUN KIN CHAN, an individual ("Consultant"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, Consultant desires to provide certain consulting services to the Company; and WHEREAS, the Company and Consultant desire to set forth in writing the terms and conditions of their agreement; NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, the parties hereto agree as follows: 1. Engagement. Subject to the terms and provisions of this Agreement, ---------- the Company hereby affirms the engagement of Consultant, as an independent contractor, to provide consulting services. 2. Compensation. For certain services performed by Consultant for the ------------ Company, the Company will issue to Consultant 4,300 shares of common stock of the Company pursuant to a S-8 Registration Statement. 3. Status Reports. At the Company's written request, Consultant shall --------------- prepare and submit to the Company a written status report describing the status of any sales of the Company Common Stock sold hereby. 4. Term. The term of this Agreement shall commence on the date herein ---- and shall continue at will. 5. Miscellaneous. ------------- (a) Assignment. All of the terms, provisions and conditions of ---------- this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. This Agreement shall not be assigned or transferred by either party, nor shall any interest herein be assigned, transferred, pledged or hypothecated by either party without the prior written consent of the other party. (b) Applicable Law. This Agreement shall be construed in --------------- accordance with and governed by the laws of the State of Texas. (c) Entire Agreement, Amendments and Waivers. This Agreement -------------------------------------------- constitutes the entire agreement of the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any party hereto unless set forth in a document duly executed by such party or an authorized agent or such party. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. BERENS INDUSTRIES, INC. By: ---------------------------- Marc I. Berens, PRESIDENT CHUN KIN CHAN ______________________________ EX-10.4 6 0006.txt CONSULTING AGREEMENT This Consulting Agreement dated August 1, 2000 ("Agreement") is by and between, BERENS INDUSTRIES, INC., a Nevada corporation ("Company") and YOLANA BERENS, an individual ("Consultant"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, Consultant desires to provide certain consulting services to the Company; and WHEREAS, the Company and Consultant desire to set forth in writing the terms and conditions of their agreement; NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, the parties hereto agree as follows: 1. Engagement. Subject to the terms and provisions of this Agreement, ---------- the Company hereby affirms the engagement of Consultant, as an independent contractor, to provide consulting services. 2. Compensation. For certain services performed by Consultant for the ------------ Company, the Company will issue to Consultant 250,000 shares of common stock of the Company pursuant to a S-8 Registration Statement. 3. Status Reports. At the Company's written request, Consultant shall --------------- prepare and submit to the Company a written status report describing the status of any sales of the Company Common Stock sold hereby. 4. Term. The term of this Agreement shall commence on the date herein ---- and shall continue at will. 5. Miscellaneous. ------------- (a) Assignment. All of the terms, provisions and conditions of ---------- this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. This Agreement shall not be assigned or transferred by either party, nor shall any interest herein be assigned, transferred, pledged or hypothecated by either party without the prior written consent of the other party. (b) Applicable Law. This Agreement shall be construed in --------------- accordance with and governed by the laws of the State of Texas. (c) Entire Agreement, Amendments and Waivers. This Agreement -------------------------------------------- constitutes the entire agreement of the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any party hereto unless set forth in a document duly executed by such party or an authorized agent or such party. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. BERENS INDUSTRIES, INC. By: ---------------------------- Marc I. Berens, PRESIDENT YOLANA BERENS ______________________________ EX-10.5 7 0007.txt CONSULTING AGREEMENT This Consulting Agreement dated August 1, 2000 ("Agreement") is by and between, BERENS INDUSTRIES, INC., a Nevada corporation ("Company") and MARC I. BERENS, an individual ("Consultant"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, Consultant desires to provide certain consulting services to the Company; and WHEREAS, the Company and Consultant desire to set forth in writing the terms and conditions of their agreement; NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, the parties hereto agree as follows: 1. Engagement. Subject to the terms and provisions of this Agreement, ---------- the Company hereby affirms the engagement of Consultant, as an independent contractor, to provide consulting services. 2. Compensation. For certain services performed by Consultant for the ------------ Company, the Company will issue to Consultant 250,000 shares of common stock of the Company pursuant to a S-8 Registration Statement. 3. Status Reports. At the Company's written request, Consultant shall --------------- prepare and submit to the Company a written status report describing the status of any sales of the Company Common Stock sold hereby. 4. Term. The term of this Agreement shall commence on the date herein ---- and shall continue at will. 5. Miscellaneous. ------------- (a) Assignment. All of the terms, provisions and conditions of ---------- this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. This Agreement shall not be assigned or transferred by either party, nor shall any interest herein be assigned, transferred, pledged or hypothecated by either party without the prior written consent of the other party. (b) Applicable Law. This Agreement shall be construed in --------------- accordance with and governed by the laws of the State of Texas. (c) Entire Agreement, Amendments and Waivers. This Agreement -------------------------------------------- constitutes the entire agreement of the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any party hereto unless set forth in a document duly executed by such party or an authorized agent or such party. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. BERENS INDUSTRIES, INC. By: ---------------------------- Marc I. Berens, PRESIDENT MARC I. BERENS ______________________________ EX-10.7 8 0008.txt CONSULTING AGREEMENT This Consulting Agreement dated August 1, 2000 ("Agreement") is by and between, BERENS INDUSTRIES, INC., a Nevada corporation ("Company") and G. JAMIESON BRYAN, an individual ("Consultant"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, Consultant desires to provide certain consulting services to the Company; and WHEREAS, the Company and Consultant desire to set forth in writing the terms and conditions of their agreement; NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, the parties hereto agree as follows: 1. Engagement. Subject to the terms and provisions of this Agreement, ---------- the Company hereby affirms the engagement of Consultant, as an independent contractor, to provide consulting services. 2. Compensation. For certain services performed by Consultant for the ------------ Company, the Company will issue to Consultant 500,000 shares of common stock of the Company pursuant to a S-8 Registration Statement. 3. Status Reports. At the Company's written request, Consultant shall --------------- prepare and submit to the Company a written status report describing the status of any sales of the Company Common Stock sold hereby. 4. Term. The term of this Agreement shall commence on the date herein ---- and shall continue at will. 5. Miscellaneous. ------------- (a) Assignment. All of the terms, provisions and conditions of ---------- this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. This Agreement shall not be assigned or transferred by either party, nor shall any interest herein be assigned, transferred, pledged or hypothecated by either party without the prior written consent of the other party. (b) Applicable Law. This Agreement shall be construed in --------------- accordance with and governed by the laws of the State of Texas. (c) Entire Agreement, Amendments and Waivers. This Agreement -------------------------------------------- constitutes the entire agreement of the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any party hereto unless set forth in a document duly executed by such party or an authorized agent or such party. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. BERENS INDUSTRIES, INC. By: ______________________________ Marc I. Berens, PRESIDENT G. JAMIESON BRYAN ______________________________ EX-23.2 9 0009.txt Exhibit 23.2 [Letterhead of Ham, Langston & Brezina, L.L.P. appears here] CONSENT OF INDEPENDENT ACCOUNTANTS To the Board of Directors Berens Industries, Inc. We consent to the use of our Report dated March 13, 2000, relating to the financial statements of Berens Industries, Inc. as of December 31, 1999 incorporated by reference herein. /s/ Ham, Langston & Brezina, L.L.P. November 20, 2000 Houston, Texas -----END PRIVACY-ENHANCED MESSAGE-----