Exhibit  10.3


                       NONQUALIFIED  STOCK  OPTION  AGREEMENT

     This Nonqualified Stock Option Agreement (this "Agreement") is entered into
between Berens Industries, Inc., a Nevada corporation (the "Company"), and Kevin
Willcutts (the "Optionee") this 20th day of December, 1999. This Agreement is in
consideration  of  the Optionee's employment with the Company.  In consideration
of  the  mutual  promises and covenants made herein, the parties hereby agree as
follows:

     1.     GRANT OF OPTION.  The Company grants to the Optionee an option (this
"Option")  to  purchase  from  the  Company all or any part of a total of 10,000
shares  (collectively, the "Option Shares) of the common stock, par value $0.001
per  share,  of  the Company (the "Common Stock"), at a price of $.01 per share.
The  Option  is  granted  as  of  the  date  hereof.

     2.     CHARACTER OF OPTION.  This Option is not an "incentive stock option"
within  the  meaning  of  Section  422  of the Internal Revenue Code of 1986, as
amended  (the  "Code").

     3.     TERM.  This Option will expire at the close of business, on July 19,
2004,  (the  "Option  Termination  Date").

     4.     CONDITIONS  PRECEDENT.  The  Company  will  not issue or deliver any
certificate  for  Option Shares pursuant to the exercise of this Option prior to
fulfillment  of  all  of  the  following  conditions:

     (a)     The  admission  of  the  Option  Shares  to  listing  on  all stock
exchanges  on  which  the  Common  Stock  is  then  listed,  unless  the Company
determines  in  its  sole  discretion that such listing is neither necessary nor
advisable;

     (b)     The  completion  of  any registration or other qualification of the
sale of the Option Shares under any federal or state law or under the rulings or
regulations  of the Securities and Exchange Commission or any other governmental
regulatory  body  that  the  Company  in  its sole discretion deems necessary or
advisable;  and

     (c)     The  obtaining  of any approval or other clearance from any federal
or  state governmental agency that the Company in its sole discretion determines
to  be  necessary  or  advisable.

     5.     VESTING.  Subject  to  the  provisions of this Agreement, the Option
will  vest  in  its entirety upon execution of this Agreement (all of such fully
vested  Option  Shares being hereinafter referred to collectively as the "Vested
Shares"). The Optionee shall have the right to exercise this Option with respect
to  all  Vested  Shares  at  any  time  and  from  time to time until the Option
Termination Date, provided that this Option may not be exercised with respect to
any  fractional  shares.


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     6.     PROCEDURE FOR EXERCISE.  Exercise of this Option or a portion hereof
shall  be  effected by the Optionee's giving of written notice to the Company at
the  offices of the Company located at 701 N. Post Oak Road, Suite 350, Houston,
Texas  77024, and paying the purchase price prescribed in Section Iabove for the
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Option  Shares  to  be  acquired  pursuant  to  the  exercise.

     7.     PAYMENT OF PURCHASE PRICE.  The purchase price for any Option Shares
purchased  will  be  paid  at  the time of exercise of this Option either (i) in
cash,  (ii) by certified or cashier's check, or (iii) in any other form of valid
consideration, as permitted by the Company in its sole discretion at the time of
exercise.

     8.     ACCELERATION  IN  CERTAIN  EVENTS.  Notwithstanding any provision of
this  Option  Agreement  to  the  contrary, the following provisions will apply:

     (a)     Mergers  and  Reorganizations.  If  the Company or its shareholders
enter  into an agreement to dispose of all or substantially all of the assets of
the  Company  by means of a sale, merger or other reorganization, liquidation or
otherwise  in  a  transaction  in  which  the  Company  is  not  the  surviving
corporation, this Option will become immediately exercisable with respect to the
full  number of shares subject to this Option during the period commencing as of
the  date  of the agreement to dispose of all or substantially all of the assets
of  the  Company  and ending when the disposition of assets contemplated by that
agreement  is consummated; provided, however, that no Option will be immediately
exercisable  under  this  Section on account of any agreement of merger or other
reorganization  when  the  shareholders  of  the  Company immediately before the
consummation  of  the  transaction  will own at least fifty percent of the total
combined  voting power of all classes of stock entitled to vote of the surviving
entity  immediately  after the consummation of the transaction. This Option will
not  become  immediately  exercisable  if  the  transaction  contemplated in the
agreement  is  a  merger  or  reorganization  in which the Company will survive.

     (b)     Change  in  Control.  In  the  event  of a change in control of the
Company,  this  Option  will become immediately exercisable. The term "change in
control"  for  purposes  of  this  Section  refers  to the acquisition after the
effective  date  of  this Option Agreement of the beneficial ownership of 50% or
more  of  the  outstanding  voting securities of the Company by any person or by
persons  acting  as  a  group  within  the  meaning  of  Section 13(d)(3) of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act") (other than an
acquisition by (i) a person or group meeting the requirements of clauses (i) and
(ii)  of  Rule  13d-1(b)(1)  promulgated  under  the  Exchange  Act, or (ii) any
employee  pension  benefit plan (within the meaning of Section 3(2) of ERISA) of
the  Company or of its Subsidiaries (as outlined in Section 424(f) of the Code),
including a trust established pursuant to such plan); provided, however, that no
change  in  control  will  be  deemed  to  have  occurred  (i)  if  prior to the
acquisition of, or offer to acquire, 50% or more of the voting securities of the
Company, the full Board of Directors of the Company has adopted by not less than
two-thirds vote a resolution specifically approving such acquisition or offer or
(ii)  from  (A)  a transfer of the Company's voting securities by any person who
beneficially  owns  more than 50% of the Company's outstanding voting securities
on  the  effective date of this Option (an "Existing Holder") to (i) a member of
the  Existing  Holder's immediate family (within the meaning of Rule 16a-1(e) of
the Exchange Act) either during the Existing Holder's lifetime or by will or the
laws  of descent and distribution; (ii) any trust as to which an Existing Holder
or  a  member  (or members) of an Existing Holder's immediate family (within the
meaning  of  Rule  16a-l(e)  of  the Exchange Act) is the beneficiary; (iii) any


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trust  as  to which an Existing Holder is the settlor with sole power to revoke;
(iv)  any  entity  over  which  an  Existing  Holder  has the power, directly or
indirectly,  to  direct or cause the direction of the management and policies of
the  entity,  whether through the ownership of voting securities, by contract or
otherwise;  or (v) any charitable trust. foundation or corporation under Section
501(c)(3)  of  the Code that is funded by an Existing Holder, or any corporation
or  other  entity  all  the  voting  securities  of  which  are  owned by such a
charitable  trust,  foundation  or corporation; or (B) the acquisition of voting
securities of the Corporation by either (i) an Existing Holder or (ii) a person,
trust  or  other  entity  described  in the foregoing clauses (A)(i)-(v) of this
clause  (ii).  The  term  "person"  for  purposes  of  this Section refers to an
individual  or  a  corporation.  partnership.  trust, association joint venture,
pool,  syndicate,  sole proprietorship, unincorporated organization or any other
form  of  entity  not  specifically  listed  herein.

     9.     TAX  WITHHOLDING.

     (a)     Condition Precedent. The issuances of Option Shares pursuant to the
exercise  of  this  Option  are subject to the condition that if at any time the
Company  determines, in its discretion, that the satisfaction of withholding tax
or  other  withholding  liabilities  under  any  federal,  state or local law is
necessary  or desirable as a condition of, or in connection with such issuances,
then  the  issuances  will  not  be  effective  unless  the withholding has been
effected  or  obtained  in  a  manner  acceptable  to  the  Company.

     (b)     Manner  of  satisfying Withholding Obligation. When the Optionee is
required
to  pay to the Company an amount required to be withheld under applicable income
tax  laws in connection with the purchase of Option Shares upon exercise of this
Option,  such  payment  may  be made (i) in cash, (ii) by check, or (iii) in any
other  form  of  valid  consideration,  as  permitted  by  the  Company  in  its
discretion.

     10.     TRANSFERABILITY.  This  Option shall not be transferable other than
pursuant  to  a  qualified  domestic  relations order, by will or by the laws of
descent  and  distribution.

     11.     ADJUSTMENT.  If  the  outstanding  Common  Stock  is  increased,
decreased, changed into or exchanged for a different number or kind of shares or
securities through merger, consolidation, combination, exchange of shares, other
reorganization,  recapitalization, reclassification, stock dividend, stock split
or reverse stock split, an appropriate and proportionate adjustment will be made
in  the  number  or  kind of shares purchasable under any unexercised portion of
this  Option.  Any  such adjustment will be made without change in the aggregate
purchase  price applicable to the unexercised portion of this Option, but with a
corresponding adjustment in the purchase price for each Option Share purchasable
under  this  Option.  The foregoing adjustments and the manner of application of
the  foregoing provisions will be determined solely by the Company, and any such
adjustment  may  provide  for  the  elimination  of  fractional share interests.


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     12.     AMENDMENT.  This  Agreement  may  be  amended  by  an instrument in
writing  signed  by  both  the  Company  and  the  Optionee.

     13.     COMPLIANCE  WITH SECURITIES LAWS.  Option Shares will not be issued
unless  the issuance and delivery of the Option Shares (and the exercise of this
Option,  if  applicable)  compiles  with  all relevant provisions of federal and
state  law,  including,  without  limitation,  the  Securities  Act  of 1933, as
amended,  the  rules and regulations promulgated thereunder and the requirements
of  any stock exchange upon which the Option Shares may then be listed, and will
be  further  subject  to the approval of counsel for the Company with respect to
such  compliance.  The  Optionee  agrees to furnish evidence satisfactory to the
Company,  including,  without  limitation,  a  written and signed representation
letter  and  consent  to  be  bound by any transfer restrictions imposed by law,
legend,  condition or otherwise, and a representation that the Option Shares are
being  acquired only for investment and without any present intention to sell or
distribute  the  Option Shares in violation of any federal or state law, rule or
regulation.  Further, the Optionee consents to the imposition of a legend on the
certificate  representing  the  Option Shares issued pursuant to the exercise of
this  option  restricting  their  transferability  as required by law or by this
Section.


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     14.     MISCELLANEOUS.  This Agreement will  be construed and  enforced  in
accordance  with  the  laws  of  the  State of Texas, excluding any principle or
provision  thereof  that  would  require  application  of  the laws of any other
jurisdiction, and will he binding upon and inure to the benefit of any successor
or  assign of the Company and any executor, administrator, trustee, guarantor or
other  legal  representative  of  the  Optionee.

                         THE  COMPANY:

                         NATIONAL  AIR  CORPORATION


                         By:   /s/  Marc  I.  Berens
                               ---------------------------------
                                    Marc  I.  Berens,  President


                         THE  OPTIONEE:

                              /s/  Kevin  Willcutts
                               ---------------------------------
                                   Kevin  Willcutts


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