EXHIBIT 10.3

                                ESCROW AGREEMENT

     This  Escrow  Agreement  (hereinafter  the  "Escrow Agreement") is made and
entered  into this 19th day of July, 2001, by and among Berens Industries, Inc.,
a  Nevada  corporation  ("Berens"),  Yolana  Partnership,  LTD., a Texas limited
partnership  that is a control person of Berens ("Yolana" or the "Shareholder"),
and  Robert  D.  Axelrod,  P.C.,  as  the  Escrow  Agent  ("Escrow  Agent").

     WHEREAS,  Yolana  is  a  control person of Berens and desires to facilitate
Berens'  acquisition  of the capital stock of  Solis Communications Corporation,
a  Texas  corporation,  ("Solis")  because such a stock acquisition will benefit
Berens  directly  and  Yolana  indirectly.

     WHEREAS,  Berens  has  entered  into  that certain Stock Exchange Agreement
dated  as of July 19, 2001, by and among Berens, and the stockholders of  Solis,
and  Mr.  Marc  Ivan Berens who is a control person of Berens ("Mr. Berens"), to
which  this  Escrow  Agreement  is Exhibit "D" (the "Stock Exchange Agreement").

     WHEREAS,  the  Stock  Exchange Agreement requires that Yolana deposits into
escrow  2,000,000  shares  of Berens common stock (the "Escrow Stock" or "Escrow
Shares")  and  that  this  Escrow Agreement be executed, delivered and performed
prior  to  the  execution  of  the  Stock  Exchange  Agreement.

     WHEREAS,  in  connection with the execution of the Stock Exchange Agreement
it  is  necessary  to  establish  an  escrow  for  the  Escrow  Stock.

     WHEREAS,  the  Parties  desire  that  Robert  D. Axelrod, P.C. serve as the
Escrow  Agent  in  connection  with  this  Escrow  Agreement.

     The  defined terms herein have the same meaning as the defined terms in the
Stock  Exchange  Agreement  of  even  date  herewith  by  and among the Parties.

     NOW  THEREFORE,  in  consideration of the foregoing recitals and the mutual
covenants and obligations herein contained, the Parties agree hereto as follows:

     1.     Escrow  of  Escrow  Stock.  At  the  time  of  executing this Escrow
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Agreement,  the  Shareholder  shall  deliver  to the Escrow Agent the following:


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          a.  Certificates  representing  the  Escrow  Stock  which is 2,000,000
     shares  of  common  stock  of  Berens;

          b.     Stock  powers  for  the  Escrow  Shares,  fully executed by the
Shareholder  covering the certificates delivered in escrow (the "Stock Powers").
The Stock Powers, along with the Escrow Stock, shall hereinafter be collectively
referred  to  as  the  "Escrowed  Documents."



          c.  The Shareholder, by the delivery of the 2,000,000 Escrow Shares to
     the  Escrow  Agent,  does  hereby acknowledge and represent that the Escrow
     Shares  are owned, beneficially and of record, by the Shareholder, free and
     clear  of  any  liens,  claims, equities, charges, options, rights of first
     refusal  or  encumbrances and, further, acknowledges and represents that it
     has  the  unrestricted right and power to transfer, convey and deliver full
     ownership of the Escrow Shares without the consent, agreement or joinder of
     any  other  person  and without any designation, declaration or filing with
     any  governmental  authority.

     2.     Conditions  for  Release  from  Escrow.  The  Escrow Agent is hereby
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instructed  to  receive  and  hold the Escrow Shares in escrow until January 10,
2002,  unless  extended  thereafter  for 30 days pursuant to Section 2(c) below.

     (a)  On  January 10, 2002, the Chief Financial Officer of Berens shall send
          written  notice  (the  "Escrow  Notice")  to  the Escrow Agent and the
          Shareholder,  informing  them of the amount of funds, if any, that has
          been  received  by  Berens from debt financings, equity financings, or
          net  proceeds  from  litigation  received by Berens in connection with
          litigation  that  was  initiated  by Berens prior to the Closing Date,
          excluding  (i)  any litigation initiated by Artmovement.com, Inc., and
          (ii)  any  funds  received  from  George  Speaks.

     (b)       If  the Escrow Notice sets forth that Berens has received greater
          than  $150,000  by  January 10, 2002 in connection with the sources of
          funds  listed  in  Section  2(a), then the Escrow Agent shall release,
          within  five  (5)  business  day  of  the  Escrow  notice,  the Escrow
          Documents  to  the  Shareholder.

     (c)       If  Berens  receives  less  than  $150,000  by  January  10, 2002
          pursuant  to  sources  listed  in Section 2(a), the Escrow Agent shall
          release within five (5) business days of the Escrow Notice, the number
          of Escrow Shares equal to 2,000,000 times a fraction, the numerator of
          which  is  the amount received pursuant to sources provided in Section
          2(a)  and  the  denominator  of  which  is  $150,000. In addition, the
          Shareholder  shall have thirty (30) days from January 10, 2002 to make
          up the difference between the amount received pursuant to Section 2(a)
          and $150,000 ("Differential Amount"). Shareholder shall have the right
          to  pay  the Differential Amount or any portion thereof in cash at the
          price of the greater of five cents ($.05) per share of Common Stock or
          the average of the current closing price of the shares of common stock
          of  Berens  for the 10 days prior to January 10, 2002. Notwithstanding
          the  foregoing,  the Differential Amount or any portion thereof may be
          paid  at  terms  no  less  favorable than the terms under which Berens
          raised  capital,  if  any,  pursuant  to  Section  2(a).

     (d)       Upon  receipt of  the Differential Amount or any portion thereof,
          the  CFO  shall  instruct  the  Escrow  Agent to release the number of
          Escrow  Shares  equal  to 2,000,000 times a fraction, the numerator of
          which is the amount of Differential Amount paid by the Shareholder and
          the  denominator  of  which  is  $150,000.


     3.     Escrow Period and Delivery.  The escrow period shall commence on the
            --------------------------
date  of the execution of this Escrow Agreement, which shall be the same date as
the  date  of  the  Closing  of the Stock Exchange Agreement, and shall continue
until  the  final  disposition  of the Escrowed Documents in accordance with the
terms  of  this Escrow Agreement (the "Termination").  Once the Escrow Agent has
delivered  the  Escrowed  Documents  in accordance with the terms of this Escrow
Agreement,  its  duties pursuant to this Escrow Agreement shall be completed and
it  shall  have  no  further  responsibility  whatsoever  hereunder.

     4.     The  Shareholder  hereby  agrees that as long as the Escrow Stock is
held in escrow pursuant to this Escrow Agreement, it will not take any action to
cancel, sell, pledge, assign, dispose of or otherwise transfer the Escrow Stock,
except  as  otherwise  provided  by this Escrow Agreement.  If Berens declares a
cash  dividend or stock dividend or if Berens splits or subdivides its shares of
common  stock  or  issues  any shares of its common stock in a reclassification,
then  any  cash  dividend  or  stock  dividend to which the Shareholder would be
entitled  shall  be  issued  directly  to  the Escrow Agent to hold in escrow in
accordance  with  the  terms  and  conditions  of  this  Escrow  Agreement.

     5.     The  Escrow  Agent  is  hereby  authorized  to  exchange  the  share
certificates  delivered  to  it  for  any  number  and any denomination of share
certificates  that  the Escrow Agent, in its sole discretion, requires to enable
it  to  release the Escrow Stock from time to time, as required pursuant to this
Escrow  Agreement.

     6.     The  Escrow  Agent  shall  have  no duties or obligations other than
those  specifically  set forth herein or required by law.  The acceptance by the
Escrow  Agent  of its duties under this Escrow Agreement is subject to the terms
and  conditions  hereof,  which  shall  govern  and  control with respect to its
rights,  duties,  liabilities  and  immunities.

     7.     Berens  and  the  Shareholder  understand  and agree that the Escrow
Agent  is  not  a  principal,  participant,  or  beneficiary  of  the underlying
transactions which necessitate this Escrow Agreement.  The Escrow Agent shall be
obligated  only for the performance of such duties as are specifically set forth
herein  and  may rely and shall be protected in acting or refraining from acting
on  any  instrument  reasonably  believed  by  it to be genuine and to have been
signed  or  presented  by  the  proper  Party  or  Parties,  their  officers,
representatives  or agents.  As long as the Escrow Agent has acted in good faith
or  on  the  advice of counsel or has not been guilty of willful misconduct, the
Escrow  Agent shall have no liability under, or duty to inquire beyond the terms


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and  provisions  of  this Escrow Agreement, and it is agreed that its duties are
purely  ministerial in nature.  The Escrow Agent shall in no event be liable for
any  exemplary  or  consequential  damages,  the Parties understanding that this
limitation is provided for in view of the fact that Escrow Agent will receive no
compensation  (other  than  reimbursement  for  expenses),  for  its  services
hereunder.

     8.     The  Escrow  Agent  shall not be obligated to take any legal actions
hereunder  against  any  third party who is not a party to this Escrow Agreement
which  might,  in the Escrow Agent's judgment, involve any expense or liability,
unless  the  Escrow  Agent  shall have been furnished with reasonable indemnity.


     9.     The  Escrow  Agent  is not bound in any way by any other contract or
agreement  between  or  among the Parties hereto whether or not the Escrow Agent
has  knowledge  thereof  of its terms and conditions and the Escrow Agent's only
duty,  liability  and responsibility shall be to hold and deal with the Escrowed
Documents  as  herein  directed.

     10.     The Escrow Agent shall not be bound by any modification, amendment,
termination,  cancellation,  rescission or supersession of this Escrow Agreement
unless  the  same  shall  be  in  writing and signed by all of the other Parties
hereto and, if its duties as Escrow Agent hereunder are affected thereby, unless
it  shall  have  given  prior  written  consent  thereto.

     11.     The  Parties  hereto  each jointly and severally agree to indemnify
the  Escrow Agent against and hold the Escrow Agent harmless from anything which
the Escrow Agent may do or refrain from doing in connection with its performance
or  non-performance  as Escrow Agent under this Escrow Agreement and any and all
losses, costs, damages, expenses, claims and reasonable attorneys' fees suffered
or  incurred  by  the Escrow Agent as a result of, in connection with or arising
from  or  out  of the acts of omissions of the Escrow Agent in performance of or
pursuant  to  this Escrow Agreement, except such acts or omissions as may result
from  the  Escrow  Agent's  willful  misconduct.

     12.     In the event of any disagreement between Berens and the Shareholder
or  any  or either of them concerning this Escrow Agreement or between them,  or
demands being made in connection with the Escrow Stock, or in the event that the
Escrow  Agent  is  in  doubt  as  to  what  action  the Escrow Agent should take
hereunder, the Escrow Agent may, at its option, refuse to comply with any claims
or  demands on it, or refuse to take any other action hereunder, as long as such
disagreement  continues  or such doubt exists, and in any such event, the Escrow
Agent  shall not be or become liable in any way or to any person for its failure
or  refusal  to  act,  and  the Escrow Agent shall be entitled to continue so to
refrain  from  acting  until:

          a.  the rights of Berens and the Shareholder shall have been fully and
     finally  adjudicated  by  a  court  of  competent  jurisdiction;  or

          b.  all differences shall have been adjusted and all doubt resolved by
     agreement  between  Berens  and the Shareholder, and the Escrow Agent shall
     have  been  notified  thereof  in  writing  signed  by  all  Parties.


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     13.     Should the Escrow Agent become involved in litigation in any manner
whatsoever  on account of this Escrow Agreement or the Escrow Stock, the Parties
hereto  (other  than  Escrow  Agent), hereby bind and obligate themselves, their
heirs,  personal  representatives,  successors,  assigns to pay Escrow Agent, in
addition  to  any  charge  made hereunder for acting as Escrow Agent, reasonable
attorneys' fees incurred by Escrow Agent, and any other disbursements, expenses,
losses,  costs  and  damages  in connection with or resulting from such actions,
unless  such  litigation  is the direct result of the Escrow Agent's own willful
misconduct.

     14.     The  terms of these instructions are irrevocable by the undersigned
unless  such  revocation  is  consented  to in writing by each of Berens and the
Shareholder.
     15.     The  terms  herein  shall  be binding upon the Escrow Agent and its
successors,  and  upon  Berens  and  the  Shareholder.

     16.     The  Escrow  Agent  may  resign  as  escrow agent in respect of the
Escrow  Stock  by  giving  written  notice  to  Berens and the Shareholder.  The
resignation  of  the Escrow Agent shall be effective, and the Escrow Agent shall
cease  to be bound by this Escrow Agreement, thirty (30) days following the date
such  notice  of  resignation  is  given.

     Berens  and  the  Shareholder  shall,  before  the  effective  date  of the
resignation  of  the  Escrow  Agent,  appoint another escrow holder who shall be
acceptable  to them and that such an appointment, when made, shall be binding on
them.  Upon appointment by the new escrow holder, the Escrow Agent shall deliver
the Escrowed Documents to the new escrow holder whereupon the Escrow Agent shall
not  be  liable  for  the completion of any further acts pursuant to this Escrow
Agreement.  In  the  event  that Berens and the Shareholder do not appoint a new
escrow  holder prior to the expiration of the thirty (30) day period, the Escrow
Agent shall be entitled to make application to a court of competent jurisdiction
in  the  State  of  Texas  to  be  relieved of the obligations upon it and/or to
interplead  the  Escrowed  Documents  into  such  court  and for directions with
respect  to  the  delivery of the Escrowed Documents.  The Escrow Agent shall be
entitled  to  act  in  accordance  with  the  direction of the court without any
further  liability  whatsoever  to  any  other  Party.

     17.     The  Escrow  Agent  will  not  receive  any  compensation  for  the
performance  of its services in connection with this Escrow Agreement except for
the  reimbursement  of any and all out-of-pocket expenses incurred by the Escrow
Agent  in  connection  with  the  performance  of  its  services  hereunder.

     18.     All  notices  and other communications provided for herein shall be
in  writing and shall be delivered personally or sent by registered or certified
mail,  return  receipt  requested,  postage  prepaid,  or  overnight air courier
guaranteeing  next  day  delivery:


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  (a)     If  to  Berens:

          Berens  Industries,  Inc.
          701  N.  Post  Oak,  Suite  350
          Houston,  Texas  77056
          Fax:  (713)  682-7204

          With  a  copy  to:

          Robert  D.  Axelrod
          Axelrod,  Smith  &  Kirshbaum
          5300  Memorial  Drive,  Suite  700
          Houston,  Texas  77007
          Fax:  (713)  552-0202


  (b)     If  to  Yolana  Partnership,  Ltd.

          Yolana  Partnership,  Ltd.
          701  N.  Post  Oak  Road,  Suite  350
          Houston,  Texas,  77024

          With  copies  to:

          Brewer  &  Pritchard,  P.C.
          Three  Riverway,  Suite  1800
          Houston,  Texas  77056
          Fax:   (713)  659-5302

  (c)     If to  Escrow  Agent  to:

          Robert  D.  Axelrod,  P.C.
          c/o  Axelrod,  Smith  &  Kirshbaum
          5300  Memorial  Drive,  Suite  700
          Houston,  Texas  77007
          Fax:  (713)  552-0202

All  notices  and communications shall be deemed to have been duly given: at the
time  delivered  by  hand,  if  personally  delivered;  three  days  after being
deposited  in  the  mail,  postage  prepaid, sent certified mail, return receipt
requested,  if mailed; and the next day after timely delivery to the courier, if
sent  by  overnight  air courier guaranteeing next day delivery.  If a notice or
communication is mailed in the manner provided above within the time prescribed,
it  is  duly  given,  whether  or  not  the  addressee  receives  it.

     19.     The  Shareholders'  voting rights for the Escrowed Shares shall not
be affected while the Escrowed Shares are held in escrow pursuant to this Escrow
Agreement.


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     20.     This  Escrow  Agreement shall be construed according to the laws of
the  State  of  Texas  and  the  Parties  submit  themselves  to  the  exclusive
jurisdiction  of  the  courts of the State of Texas in the event of any dispute.

     21.     This  Escrow  Agreement  may  be  executed  in  any  number  of
counterparts,  each  of which shall be deemed to be an original and all of which
taken  together  shall  be  deemed  to  constitute  one  and  the  same.

     22.     The Escrow Agent and any stockholder, director, officer, partner or
employee of the Escrow Agent may have a pecuniary interest in any transaction in
which  the  Parties may be interested, or contract with or lend money to a party
or  otherwise  act as fully and freely with a party as though it were not Escrow
Agent  under  this  Agreement.  In  other words, this Escrow Agreement shall not
prevent  the  Escrow  Agent  from  performing  any other activity which it would
normally  perform.  Additionally, nothing herein shall preclude the Escrow Agent
from  acting in any other capacity for either of the Parties.  SPECIFICALLY, THE
PARTIES  EXPRESSLY  ACKNOWLEDGE AND AGREE THAT THE ESCROW AGENT AND EMPLOYEES OF
THE  ESCROW  AGENT SERVE AS LEGAL COUNSEL TO SOLIS, TO THE STOCKHOLDERS OF SOLIS
IN  CONNECTION  WITH  THE  STOCK EXCHANGE AGREEMENT AND MAY ACT IN THE FUTURE AS
LEGAL  COUNSEL  TO BERENS.  THE PARTIES EXPRESSLY WAIVE ANY CONFLICT OF INTEREST
WHICH  MAY  ARISE  FROM  SUCH  LEGAL  REPRESENTATION AND SERVING AS ESCROW AGENT
HEREUNDER.  FURTHER,  THE  SHAREHOLDER  EXPRESSLY  AGREES THAT SERVING AS ESCROW
AGENT  WILL IN NO WAY PRECLUDE ESCROW AGENT OR ANY EMPLOYEE OR PARTNER OF ESCROW
AGENT  FROM  CONTINUING  TO SERVE AS LEGAL COUNSEL TO THE STOCKHOLDERS OF SOLIS,
SOLIS  OR  IN  THE  FUTURE  TO  SERVE  AS  LEGAL  COUNSEL  TO  BERENS.


                         [SIGNATURES ON FOLLOWING PAGE]



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     IN  WITNESS WHEREOF, the Parties hereto have executed this Escrow Agreement
effective  as  of  the  day  and  year  first  above  written.



                               BERENS  INDUSTRIES,  INC.


                               By:
                                  ----------------------------------------------
                                   /s/  Marc  Ivan  Berens,  President



                               SHAREHOLDER:

                               YOLANA  PARTNERSHIP,  LTD.


                               By:  /s/  Jeffrey  Hansen
                                    Simkova,  L.L.C.,  General  Partner  of
                                    Yolana  Partnership,  Ltd.


                               By:
                                  ----------------------------------------------
                               /s/  Jeffrey Hansen, President of Simkova, L.L.C.


                               ROBERT D. AXELROD, P.C., AS THE ESCROW AGENT



                               By:
                                  ----------------------------------------------
                                   /s/  Robert  D.  Axelrod,  President


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