Exhibit 10.2     Option and Distribution Agreement


                        OPTION AND DISTRIBUTION AGREEMENT

     THIS OPTION AND DISTRIBUTION AGREEMENT ("Agreement"), dated the 19th day of
July,  2001,  is  by  and  between  Berens  Industries,  a  Nevada  Corporation
("Parent"),  Artmovement.com,  Inc.,  a  Nevada  corporation  and  wholly-owned
subsidiary  of  the  Parent ("Subsidiary"), Yolana Partnership, Ltd. ("Yolana"),
and  Manfred  Steinberg,  Robert  Davis,  and  Jeff  Olexa  (the  "Majority
Shareholders").

                                    RECITALS
                                    --------

     WHEREAS, Parent owns 100% of the capital stock of Subsidiary which consists
of  12,960,000  shares  of  Subsidiary  common  stock  (the "Sub Common Stock");

     WHEREAS,  Parent  and  Subsidiary  have  determined  that  they may, in the
future,  elect  to distribute the shares of Sub Common Stock to the stockholders
of  Parent  (the  "Distribution");

     WHEREAS,  Parent  and  Subsidiary  have  determined  that  if they elect to
distribute  the  shares  of  Sub Common Stock to the stockholders that they will
register  with  the  Securities  and  Exchange Commission ("Commission") the Sub
Common  Stock under the Securities Act of 1933, as amended ("Securities Act") or
the  Securities Exchange Act of 1934, as amended ("Exchange Act"), as determined
by  the  Parent  (the "Registration"), upon the occurrence of certain conditions
provided  herein;

     WHEREAS,  Manfred  Steinberg,  Robert Davis, and Jeff Olexa will own all of
the  Series  A  Preferred  Stock  ("Preferred  Stock")  of  the  Parent ("Parent
Preferred  Stock")  upon  the  Closing  of  the  Stock  Exchange  Agreement (the
"Majority  Shareholders");

     WHEREAS, the Majority Shareholders each desire to grant to Yolana an option
to  purchase shares of Sub Common Stock to which they may be entitled to receive
in  the  Distribution  which  are  derived  from  the  Preferred  Stock;  and

     WHEREAS,  this Agreement is contemplated in the Stock Exchange Agreement by
and between the Parent, Solis Communications Corporation ("Solis"), the Majority
Shareholders,  and  Marc  I.  Berens  dated  July  19,  2001  ("Stock  Exchange
Agreement"),  and  the  Escrow  Agreement  by and between the Parent, Yolana and
Robert  D.  Axelrod,  P.  C.,  dated  July  19,  2001  ("Escrow  Agreement").

     NOW,  THEREFORE,  in  consideration  of  the  premises  and  the respective
representations, covenants, agreements and conditions hereinafter set forth, and
other  good and valuable consideration, the receipt and sufficiency of which are
hereby  acknowledged,  the  parties  hereto  hereby  agree  as  follows:


                                    ARTICLE I
                                   DEFINITIONS

     All terms not defined herein shall have the meanings set forth in the Stock
Exchange  Agreement  and  Escrow  Agreement.


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                                   ARTICLE II

                        DISTRIBUTION OF SUB COMMON STOCK
     Section  2.1.  CAPITAL  RAISING  EFFORTS. In the event that Parent receives
prior  to  January  10,  2002:

     (a)  $600,000 (including amounts received by the Parent pursuant to Section
          2(a)  of  the  Escrow  Agreement)  in debt or equity financing or from
          litigation  initiated  by  the  Parent  prior  to  the  Closing  Date
          (excluding  any  litigation  initiated  by the Subsidiary or any funds
          received  from  George  Speaks),  or

     (b)  $75,000  from  litigation initiated by Subsidiary prior to the Closing
          Date  (as  defined  in  the  Stock  Exchange  Agreement),

Parent shall (i) file within forty-five (45) days of January 10,2002 and use its
best  efforts to render an effective registration statement under the Securities
Act  or Exchange Act for the purpose of distributing the Sub Common Stock to the
shareholders  of  the  Parent  ("Registration Statement") and (ii) shall use its
best efforts to answer all comments received from the Commission with respect to
the  Registration  Statement  or  any  amendment thereto as soon as commercially
reasonable.  If the Parent is required to file a Registration Statement pursuant
to this Section 2.1, Yolana shall reimburse the Parent for all expenses incurred
in  connection  with  the Registration and Distribution of the Sub Common Stock,
including  but  not  limited  to  professional fees, distribution fees, blue sky
fees,  and all filing fees not later than the effective date of the Registration
Statement  ("Effective  Date").

     Section  2.2.  RECORD  DATE.  In  the event that the conditions provided in
Sections  2.1  is  completed,  Parent  shall  establish  a  record  date for the
determination  of shareholders entitled to receive shares of Sub Common Stock in
the  Distribution  ("Record  Date").


                                   ARTICLE III
                              TERMS OF DISTRIBUTION

     Section  3.1.  COOPERATION.  Parent  and  Subsidiary  shall  cooperate  in
preparing,  filing  with  the  Commission  and  causing  to become effective any
registration  statements  or  amendments  thereto  that  are  appropriate.

     Section  3.2.  BLUE  SKY  LAWS.  Parent  and Subsidiary shall take all such
action  as may be necessary or appropriate under the securities or blue sky laws
of  states  or  other  political subdivisions of the United States in connection
with  the  transactions  contemplated  by  this  Agreement.

     Section 3.3. DISTRIBUTION DATE. Subsidiary's board of directors may, in its
discretion,  establish  the  distribution date and any appropriate procedures in
connection  with  the  Distribution.

     Section  3.4.  DELIVERY  OF  CERTIFICATES. On the distribution date, Parent
shall  deliver  to  the  distribution  agent,  as  determined  by  Subsidiary, a
certificate  or  certificates representing all of the then outstanding shares of
Sub  Common  Stock  held  by  Parent,  endorsed in blank, and shall instruct the
distribution agent to distribute to each holder of record of Parent Common Stock
on  the  Record  Date  a certificate or certificates representing such holder of
record's  allotted  share(s)  of  Sub Common Stock as determined by Subsidiary's
board  of directors. Subsidiary agrees to provide all certificates for shares of
Sub  Common  Stock  that the distribution agent shall require in order to effect
the  Distribution.


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<PAGE>
     Section  3.5.  INDEMNIFICATION.  Subsidiary  agrees  to  indemnify and hold
harmless  Parent from all claims, demands or causes of action arising out of the
Distribution  hereunder.


                                   ARTICLE 1V
                            OPTION TO PURCHASE SHARES

     Section  4.1.  OPTION.  Each  Majority Shareholder grants to Yolana, or its
assigns,  the  option  to  purchase  all  the  Sub  Common Stock which it may be
entitled to receive by reason of its ownership of shares of the Parent Preferred
Stock (including shares of Parent Preferred Stock which it receives by reason of
dividend or stock split), for an aggregate exercise price equal to the par value
of  the  Sub  Common  Stock  to  be distributed to the Majority Shareholder (the
"Option").

     Section  4.2.  VESTING;  TERMINATION OF OPTION. The Option set forth herein
shall  vest  and be valid only in the event that (i) the conditions set forth in
Section  2.1(a) or (b) are met and (ii) Yolana has reimbursed the Parent in full
for  all  of the expenses of the Registration and Distribution of the Sub Common
Stock  as  required  by  Section  2.1  not  later than the Effective Date of the
Registration  Statement.  The Option, if vested, will expire ten (10) days after
the  Effective  Date  of  the  Registration  Statement.

     Section  4.3.  EXERCISE  OF  OPTION.  Yolana  may  exercise  the  Option by
providing  written  notice to each of the Majority Shareholders of its intent to
exercise  the Option, along with payment in an amount equal to (i) the par value
of the Sub Common Stock ($.001 per share) times (ii) the number of shares of Sub
Common Stock which are to be distributed to the Majority Shareholders based upon
their  ownership  of  the  Parent  Preferred  Stock.

     Section  4.4.  RESTRICTIONS  ON  TRANSFER. Each Majority Shareholder hereby
agrees  not  to  offer,  sell, contract to sell or otherwise transfer, pledge or
dispose  of,  directly or indirectly, any Parent Preferred Stock for a period of
six months from the Closing Date ("Lock Up Period"), and represents and warrants
that  he  will  keep his shares of Parent Preferred Stock, free and clear of any
interests,  security  interest,  claims,  liens,  pledges,  penalties,  charges,
encumbrances,  buy-sell agreements, and any other rights of any party whatsoever
of  every kind and character during the Lock Up Period. If Parent is required to
file a Registration Statement pursuant to Section 2.1, each Majority Shareholder
agrees  to extend the Lock Up Period for the lesser of (a) three (3) months from
the initial filing date of the Registration Statement or (b) ten (10) days after
the  Effective  Date  of the Registration Statement ("Extended Lock Up Period").
After  the  Lock  Up  Period  or the Extended Lock Up Period, if applicable, has
expired  any  stop  transfer  orders placed on the Majority Shareholders' Parent
securities  shall  be removed and the Majority Shareholders may dispose of their
shares.

     Section  4.5.  STOP  TRANSFER  ORDER. Each Majority Shareholder consents to
placing  stop-transfer orders with the transfer agent of the Parent's securities
with  respect  to  any  Parent  Preferred  Stock  which  are  registered in such
shareholder's  name,  or  which  are  beneficially  owned  or controlled by such
shareholder,  during  the  Lock  Up  Period  or  Extended  Lock  Period.


         [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]


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IN WITNESS WHEREOF the undersigned hereby executes this agreement the ___ day of
July,  2001.


BERENS  INDUSTRIES,  INC.                       MAJORITY  SHAREHOLDER:

By:  /S/ Marc I. Berens                         By: /S/  Jeff  Olexa
     ------------------------------                 ---------------------------
         Marc I. Berens, President                       Jeff  Olexa



ARTMOVEMENT.COM,  INC.                          By: /S/  Robert  Davis
                                                    ---------------------------
                                                         Robert  Davis


By:  /S/ Marc I. Berens                         By: /S/  Manfred  Sternberg
     ------------------------------                 ---------------------------
         Marc I. Berens, President                       Manfred  Sternberg



                                                Yolana  Partnership,  Ltd.

                                                By:
                                                   ----------------------------
                                                   Jeffrey Hansen, President of
                                                   Simkova, LLC, General Partner


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