EXHIBIT 10.5

                                  July 18, 2001



Berens Industries, Inc.
701 N. Post Oak Road, Suite 350
Houston, Texas 77024

Dear Sirs:

     Pursuant  to  Section  6.1(c)(vi)  of  the  Stock Exchange Agreement by and
between  Berens Industries, Inc. ("BEII"), Solis Communications Corporation, and
the  shareholders  of Solis Communications Corp., I hereby agree and acknowledge
that  I  have  pledged  7,000,000  shares  of  BEII common stock to secure debts
("Pledged  Shares").  Manfred  Sternberg  is  aware  that  such shares have been
pledged.  If  the  Pledged  Shares  are  returned  within one year from the date
hereof, I agree that I will not sell in any public or private transaction any of
the  Pledged  Shares  owned  by  Yolana  Partnership,  Ltd.  I hereby consent to
placing  a  stop  transfer  order  with the transfer agent of BEII and placing a
restrictive  legend  on  any certificate representing any of the Pledged Shares.


                                        Sincerely,

                                        /S/ Jeffrey Hansen
                                        -----------------------------------
                                        Jeffrey Hansen, President
                                        Simkova, LLC, as General Partner of
                                        Yolana Partnership, Ltd.



Agreed  and  Acknowledged:


/S/  Manfred  Sternberg
-----------------------
Manfred  Sternberg


Date:  7/19/01
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