Exhibit  10.1     Stock  Exchange  Agreement.


                            STOCK EXCHANGE AGREEMENT
                            ------------------------


     This  Stock Exchange Agreement (the "Agreement"), dated as of July19, 2001,
is  by  and  among Berens Industries, Inc., a Nevada corporation ("Berens"), and
each  of  the  persons  or entities whose names appear and who are identified as
stockholders  on  the  signature  page hereof (individually, a "Stockholder" and
collectively  the  "Stockholders"),  such  persons  or entities being registered
holders  of  capital  stock  of  Solis  Communications  Corporation,  a  Texas
corporation  ("Solis"),  and  Mr.  Marc  Ivan  Berens who is a control person of
Berens  ("Mr.  Berens").

                                 R E C I T A L S
                                 ---------------

     WHEREAS,  each Stockholder is the record and beneficial owner of the number
of  shares  of common stock of Solis indicated in the table set forth as Exhibit
"A"  to this Agreement (which shares are hereinafter collectively referred to as
the  "Solis  Stock");

     WHEREAS,  Berens  desires  to  acquire  from  the  Stockholders,  and  the
Stockholders desire to convey to Berens, all of the issued and outstanding Solis
Stock  owned  by the Stockholders in exchange for shares of Series A Convertible
Non-Redeemable  Preferred  Stock,  $.001  par  value  per  share, of Berens (the
"Berens  Stock"),  the  designation  certificate  of which is attached hereto as
Exhibit  "B",  all  on  the  terms  and  conditions  set  forth  below;

     NOW,  THEREFORE, in consideration of the premises, the mutual covenants and
agreements and the respective representations and warranties herein contained in
this Agreement, and on the terms and subject to the conditions set forth in this
Agreement,  the  parties  hereto, intending to be legally bound, hereby agree as
follows:


                                    ARTICLE I
                               EXCHANGE OF SHARES

     Section  1.1     Solis  Stock.  At  the  Closing  (as  defined below), each
                      ------------
Stockholder shall transfer, convey and deliver to Berens the number of shares of
Solis Stock set forth opposite their name on Exhibit A hereto, and shall deliver
to  Berens  stock  certificates  representing  the Solis Stock, duly endorsed to
Berens  or  accompanied  by  duly  executed  stock  powers in form and substance
satisfactory  to  Berens.

     Section  1.2     Berens  Stock.  At the Closing, in exchange for each share
                      -------------
of  Solis  Stock  transferred  to Berens, Berens shall issue and deliver to each
Stockholder  the  number of shares of Berens Stock set forth opposite their name
on  Exhibit A hereto.  The transaction by which the transfer shall take place is
referred  to  in  this  Agreement  as  the  "Exchange".


<PAGE>
                                   ARTICLE II
                                   THE CLOSING

     The  Closing  of  the  transactions  contemplated  by  this  Agreement (the
"Closing")  shall take place at 2:00 p.m. on July 19, 2001 (the "Closing Date"),
at  the  offices  of Axelrod, Smith & Kirshbaum, 5300 Memorial Drive, Suite 700,
Houston,  Texas  77007  or at such other time and place as agreed upon among the
parties  hereto.


                                   ARTICLE III
               REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

     Each of the Stockholders hereby severally represents and warrants to Berens
as  follows:

     Section  3.1     Ownership  of  the  Solis  Stock.  Each  Stockholder owns,
                      --------------------------------
beneficially  and  of  record,  that  number  of shares of Solis Stock set forth
opposite  the  Stockholder's  name  on Exhibit A hereto; except for restrictions
imposed  by federal and state securities laws, (i) such shares are owned by such
Stockholder  free  and  clear  of any liens, claims, equities, charges, options,
rights of first refusal, voting agreements or encumbrances; (ii) the Stockholder
has  the  unrestricted  right  and  power  to  transfer, convey and deliver full
ownership  of  such  shares without the consent or agreement of any other person
and  without  any  designation,  declaration  or  filing  with  any governmental
authority; and, (iii) upon the transfer of such shares to Berens as contemplated
herein,  Berens will receive good and valid title thereto, free and clear of any
liens, claims, equities, charges, options, rights of first refusal, encumbrances
or  other  restrictions.

     Section  3.2     Organization.  If the Stockholder is either a corporation,
                      ------------
limited  liability company or partnership, it represents and warrants that it is
duly  organized,  validly  existing  and  in good standing under the laws of the
state  of  its incorporation or formation, with full power and authority and all
necessary  governmental  and  regulatory licenses, permits and authorizations to
carry  on  the  businesses in which it is engaged, to own the properties that it
owns currently and will own at the Closing, and to perform its obligations under
this  Agreement.  If the Stockholder is a corporation, limited liability company
or  partnership  it  is  qualified  as  a  foreign  corporation, foreign limited
liability  company or foreign partnership (which ever the case may be) and is in
good  standing  in  each jurisdiction in which the failure to qualify would have
material  adverse  effect on the business, properties or condition (financial or
otherwise)  of  the  corporate,  limited  liability  company  or  partnership
Stockholder.

     Section  3.3     Authorization.  If the Stockholder is a person, then he or
                      -------------
she  is  of the full age of majority, with full power, capacity and authority to
enter into this Agreement and perform the obligations contemplated hereby by and
for  himself  or  herself and his or her spouse, if any. If the Stockholder is a
corporation,  limited  liability  company  or  partnership,  then all corporate,
limited  liability  company  or partnership action on the part of the corporate,
limited  liability  company  or  partnership  Shareholder  necessary  for  the
authorization,  execution,  delivery  and  performance of this Agreement and the
transactions  contemplated  hereby  has been taken or will be taken prior to the
Closing.  All  action  on  the  part  of  the  Stockholder  necessary  for  the
authorization,  execution,  delivery  and  performance  of this Agreement by the
Stockholder has been taken or will be taken prior to the Closing. This Agreement
constitutes  a  valid  and  binding  obligation  of the Stockholder, enforceable
against  the  Stockholder  in  accordance with its terms, subject to bankruptcy,
insolvency, reorganization, and other laws of general application relating to or
affecting  creditors'  rights  and  to  general  equitable  principles.


<PAGE>
     Section  3.4     Pending  Claims.  There  is  no  claim,  suit,  action  or
                      ---------------
proceeding,  whether  judicial,  administrative or otherwise, pending or, to the
best  of the Stockholder's knowledge, threatened that would preclude or restrict
the  transfer  to  Berens  of  the  Solis  Stock owned by the Stockholder or the
performance  of  this  Agreement  by  the  Stockholder.

     Section  3.5     No  Default.   The  execution, delivery and performance of
                      -----------
this  Agreement  by the Stockholder does not and will not constitute a violation
or  default  under  or  conflict  with any contract, agreement, understanding or
commitment  to which such Stockholder is a party or by which such Stockholder is
bound.

     Section  3.6     Acquisition  of  Stock  for  Investment.  Each Stockholder
                      ---------------------------------------
understands  that  the  issuance  of  Berens Stock will not have been registered
under  the  Securities  Act  of  1933,  as  amended  (the  "Act"),  or any state
securities  acts,  and,  accordingly, are restricted securities, and that he/she
represents  and  warrants to Berens that his/her present intention is to receive
and  hold  the  Berens  Stock  for  investment  only  and not with a view to the
distribution  or  resale  thereof.

     Additionally,  the Stockholder understands that any sale by the Stockholder
of  any  of  the  Berens Stock received under this Agreement will, under current
law,  require  either (a) the registration of the Berens Stock under the Act and
applicable  state  securities  acts; (b) compliance with Rule 144 of the Act; or
(c)  the  availability of an exemption from the registration requirements of the
Act  and  applicable  state securities acts. Unless a Registration Statement had
been  filed  to  register  the  Berens  Stock,  the Stockholder hereby agrees to
execute,  deliver,  furnish or otherwise provide to Berens an opinion of counsel
reasonably  acceptable  to Berens prior to any subsequent transfer of the Berens
Stock,  that such transfer will not violate the registration requirements of the
federal  or  state  securities acts.  The Stockholder further agrees to execute,
deliver,  furnish or otherwise provide to Berens any documents or instruments as
may  be  reasonably  necessary  or desirable in order to evidence and record the
Berens  Stock  acquired  hereby.

     To  assist  in  implementing  the  above provisions, the Stockholder hereby
consents  to the placement of the legend, or a substantially similar legend, set
forth  below,  on  all  certificates  representing ownership of the Berens Stock
acquired  hereby until the Berens Stock has been sold, transferred, or otherwise
disposed  of,  pursuant  to  the  requirements  hereof.  The  legend  shall read
substantially  as  follows:

     "THESE  SECURITIES  HAVE  NOT  BEEN  REGISTERED UNDER THE SECURITIES ACT OF
     1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES
     MUST  BE ACQUIRED FOR INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND
     MAY  NOT  BE  SOLD,  ,  HYPOTHECATED,  OR  OTHERWISE  TRANSFERRED  WITHOUT
     COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE
     FEDERAL  AND  STATE  SECURITIES  LAWS  OR APPLICABLE EXEMPTIONS THEREFROM."


<PAGE>
     Section  3.7     Stockholder Access to Information.  The Stockholder hereby
                      ---------------------------------
confirms  and  represents that he/she:  (a) has been afforded the opportunity to
ask  questions  of and receive answers from representatives of Berens concerning
the  business  and  financial condition, properties, operations and prospects of
Berens  and  has  asked  such  questions  as  he/she desires to ask and all such
questions  have  been  answered to the full satisfaction of the Stockholder; (b)
has  such knowledge and experience in financial and business matters so as to be
capable  of  evaluating  the  relative  merits  and  risks  of  the transactions
contemplated  hereby; (c) has had an opportunity to engage and is represented by
an attorney of his/her choice; (d) has had an opportunity to negotiate the terms
and  conditions  of this Agreement; (e) has been given adequate time to evaluate
the  merits  and risks of the transactions contemplated hereby; and (f) has been
provided  with  and  given an opportunity to review all SEC filings available on
www.sec.gov.

     Section 3.8     Disclosure.  To the best of the Stockholder's knowledge, no
                     ----------
representation  or  warranty  of  the  Stockholder  contained  in this Agreement
(including the exhibits and schedules hereto) contains any untrue statement of a
material  fact  or omits to state a material fact necessary in order to make the
statements  contained  herein  or  therein,  in light of the circumstances under
which  they  were  made,  not  misleading.

     Section  3.9     Indemnification by Stockholder  The Stockholder recognizes
                      ------------------------------
that  the  Exchange  being conducted with Berens is based, to a material degree,
upon  the  representations  and  warranties  of  Stockholder  as  set  forth and
contained  herein  and  the  Stockholder  hereby  agrees  to  indemnify and hold
harmless  Berens  against  all damages, costs, or expenses (including reasonable
attorney's fees) arising as a result of any breach of representation or warranty
or  omission  made  herein  by  the  Stockholder.

     If  any  action is brought against Berens in respect of which indemnity may
be  sought  against  the Stockholder pursuant to the foregoing paragraph, Berens
shall  promptly  notify  the  Stockholder  in writing of the institution of such
action  (but the omission to so notify the Stockholder shall not relieve it from
any liability that it may have to Berens except to the extent the Stockholder is
materially  prejudiced  or  otherwise  forfeit substantive rights or defenses by
reason  of  such  failure), and the Stockholder shall assume the defense of such
action,  including  the employment of counsel to be chosen by the Stockholder to
be  reasonably  satisfactory  to  Berens, and payment of expenses.  Berens shall
have  the  right  to  employ  the Stockholder's or their own counsel in any such
case,  but  the  fees  and  expenses of such counsel shall be at Berens expense,
unless  the  employment of such counsel shall have been authorized in writing by
the  Stockholder  in  connection  with  the  defense  of  such  action,  or  the
Stockholder  shall  not  have  employed counsel to take charge of the defense of
such  action,  or  counsel  employed  by the Stockholder shall not be diligently
defending  such action, or Berens shall have reasonably concluded that there may
be  defenses  available  to  it  which are different from or additional to those
available  to  the  Stockholder,  or  that  representation of Berens by the same
counsel  would  be  inappropriate  under  applicable  standards  of professional
conduct  due  to  actual or potential differing interests between them (in which
case  the  Stockholder  shall  not  have the right to direct the defense of such
action  on behalf of Berens), in any of which event such fees and expenses shall
be  borne  by  the  Stockholder.  Anything  in  this  paragraph  to the contrary
notwithstanding,  the  Stockholder shall not be liable for any settlement of, or


<PAGE>
any expenses incurred with respect to, any such claim or action effected without
the  Stockholder's  written  consent,  which  consent  shall not be unreasonably
withheld.  The  Stockholder  shall  not,  without  the  prior written consent of
Berens  effect  any settlement of any proceeding in respect of which Berens is a
party and indemnity has been sought hereunder unless such settlement includes an
unconditional  release  of  Berens  from  all  liability  on claims that are the
subject  matter  of  such  proceeding.

                                   ARTICLE IV
                     REPRESENTATIONS AND WARRANTIES OF SOLIS

     Solis  hereby  represents  and  warrants  to  Berens  as  follows:

     Section  4.1     Organization  and  Capitalization.  Solis is a corporation
                      ---------------------------------
duly  organized,  validly  existing  and  in good standing under the laws of the
State of Texas, with full power and authority and all necessary governmental and
regulatory  licenses,  permits  and authorizations to carry on the businesses in
which  it  is engaged, to own the properties that it owns currently and will own
at  the  Closing.  Solis  is  qualified  as a foreign corporation and is in good
standing  in  each  jurisdiction  in  which  the failure to qualify would have a
material  adverse  effect on the business, properties or condition (financial or
otherwise)  of  Solis.  Solis  does  not  have  any  subsidiaries  or  any other
investments or ownership interest in any corporation, partnership, joint venture
or other business enterprise.  The authorized capital stock of Solis consists of
100,000  shares  of  common stock of which 100,000 shares are validly issued and
outstanding.  There  are  no  shares  of  preferred stock of Solis authorized or
outstanding.  All of such issued and outstanding shares of Solis Stock have been
duly  authorized  and validly issued and are fully paid and non-assessable.  The
Stockholders  own  100%  of the capital stock of Solis.  None of the shares were
issued  in  violation of any preemptive rights.  There are no existing warrants,
options, rights of first refusal, conversion rights, calls, commitments or other
agreements  of  any character pursuant to which Solis is or may become obligated
to issue any of its stock or securities.  Solis has no obligation to repurchase,
reacquire  or  redeem  any  of  its  outstanding  capital  stock.

     Section  4.2     At  the  time  of  the Closing, Solis will own and have at
least  $255,000.00  in  cash  and other tangible assets as set forth on Schedule
4.2.

     Section  4.3     Litigation.  There  are  no actions, suits or proceedings,
                      ----------
formal  or  informal,  pending  or,  to  the best knowledge of Solis, threatened
against  Solis, nor is Solis subject to any order, judgment or decree, except in
all  cases,  whether  known  or  unknown.

     Section 4.4     Taxes.  Solis has filed all federal tax returns and reports
                     -----
due  or  required  to  be  filed,  and has paid all taxes, interest payments and
penalties,  if  any,  required  to be paid with respect thereto.  Solis has made
adequate provision for the payment of all taxes accruable for all periods ending
on  or  before the Closing Date to any taxing authority and is not delinquent in
the  payment  of  any  material  tax  or  governmental  charge  of  any  nature.

     Section  4.5     Compliance with Laws.  Solis is, and at all times prior to
                      --------------------
the  date  hereof has been, to the best of its knowledge, in compliance with all
statutes, orders, rules, and regulations applicable to it or to the ownership of
its  assets  or  the  operation  of  its  business, except for failures to be in
compliance  that  would  not  have  a  material  adverse effect on the business,


<PAGE>
properties,  condition (financial or otherwise) or prospects of Solis, and Solis
has  no basis to expect to receive, and has not received, any order or notice of
any  such  violation  or  claim  of  violation of any such statute, order, rule,
ordinance  or  regulation.

     Section  4.6     Books  and  Records.  The  books of account, minute books,
                      -------------------
stock  record  books  and  other  records  of Solis, all of which have been made
available to Berens, are accurate and complete in all material respects and have
been  maintained  in  accordance  with  sound  business  practices.

     Section 4.7     Title to Properties; Encumbrances.  Solis has good title to
                     ---------------------------------
all  of  its  properties and assets, real and personal, tangible and intangible,
that  are  material  to  the  condition  (financial  or  otherwise),  business,
operations  or  prospects  of  Solis,  free  and clear of all mortgages, claims,
liens,  security interests, charges, leases, encumbrances and other restrictions
of  any kind and nature, except  (i) as disclosed in the financial statements of
Solis,  (ii) statutory liens not yet delinquent, and (iii) such liens consisting
of  zoning or planning restrictions, imperfections of title, easements, pledges,
charges and encumbrances, if any, as do not materially detract from the value or
materially  interfere  with  the  present  use of the property or assets subject
thereto  or  affected  thereby.

     Section  4.8     Disclosure.  To  the  best  of  Solis's  knowledge,  no
                      ----------
representation  or  warranty of Solis contained in this Agreement (including the
exhibits and schedules hereto) contains any untrue statement or omits to state a
material  fact  necessary  in  order  to make the statements contained herein or
therein,  in  light  of  the  circumstances  under  which  they  were  made, not
misleading.

     Section  4.9     Employee  Benefit  Plans  .   Solis  is not a party to any
                      ------------------------
employee  benefit  plan.

     Section  4.10     No  Pending  Transactions  .  Except for the transactions
                       -------------------------
contemplated  by  this  Agreement,  Solis  is  not a party to or bound by or the
subject of any agreement, undertaking, commitment or discussions or negotiations
with  any  person  that  could  result in (i) the sale, merger, consolidation or
recapitalization  of  Solis  or  any of its  Subsidiaries or material investees,
(ii)  the  sale of all or substantially all of the assets of Solis or any of its
Subsidiaries,  or  (iii)  a  change  of control of more than five percent of the
outstanding  capital  stock  of  Solis  or  any  of  its  Subsidiaries.

     Section  4.11     Indemnification  by  Solis.  Solis  recognizes  that  the
                       --------------------------
Exchange  being  conducted  with Berens is based, to a material degree, upon the
representations  and  warranties  of Solis as set forth and contained herein and
Solis  hereby  agrees to indemnify and hold harmless Berens against all damages,
costs, or expenses (including reasonable attorney's fees) arising as a result of
any  breach  of  representation  or  warranty  or omission made herein by Solis.

     If  any  action is brought against Berens in respect of which indemnity may
be  sought  against   Solis  pursuant  to  the foregoing paragraph, Berens shall
promptly  notify  Solis  in  writing  of the institution of such action (but the
omission  to so notify Solis shall not relieve it from any liability that it may
have  to Berens except to the extent Solis is materially prejudiced or otherwise
forfeit  substantive  rights  or  defenses by reason of such failure), and Solis


<PAGE>
shall  assume the defense of such action, including the employment of counsel to
be  chosen  by  Solis  to  be  reasonably satisfactory to Berens, and payment of
expenses.  Berens  shall have the right to employ Solis' or their own counsel in
any  such  case,  but  the  fees and expenses of such counsel shall be at Berens
expense,  unless  the  employment  of such counsel shall have been authorized in
writing  by  Solis in connection with the defense of such action, or Solis shall
not  have  employed  counsel  to  take  charge of the defense of such action, or
counsel  employed  by  Solis  shall  not be diligently defending such action, or
Berens  shall  have reasonably concluded that there may be defenses available to
it  which  are different from or additional to those available to Solis, or that
representation  of  Berens  by  the  same  counsel  would be inappropriate under
applicable  standards  of  professional  conduct  due  to  actual  or  potential
differing  interests  between them (in which case Solis shall not have the right
to direct the defense of such action on behalf of Berens), in any of which event
such  fees  and  expenses shall be borne by Solis. Anything in this paragraph to
the  contrary  notwithstanding, Solis shall not be liable for any settlement of,
or  any  expenses  incurred  with  respect to, any such claim or action effected
without  Solis'  written  consent,  which  consent  shall  not  be  unreasonably
withheld.  Solis  shall  not, without the prior written consent of Berens effect
any  settlement  of  any  proceeding  in  respect of which Berens is a party and
indemnity  has  been  sought  hereunder  unless  such  settlement  includes  an
unconditional  release  of  Berens  from  all  liability  on claims that are the
subject  matter  of  such  proceeding.

                                    ARTICLE V
                  REPRESENTATIONS AND WARRANTIES OF BERENS AND
                              MR. MARC IVAN BERENS

     Berens,  and  Mr.  Marc  Ivan  Berens ("Mr. Berens") as a control person of
Berens,  hereby  represent  and  warrant  to  the  Stockholders  as  follows:

     Section  5.1     Organization  and Capitalization.  Berens is a corporation
                      --------------------------------
duly  organized,  validly  existing  and  in good standing under the laws of the
State  of  Nevada,  with full power and authority and all necessary governmental
and  regulatory  licenses, permits and authorizations to carry on the businesses
in  which  it  is engaged, to own the properties that it owns currently and will
own at the Closing, and to perform its obligations under this Agreement.  Berens
is  qualified  as  a  foreign  corporation  and  is  in  good  standing  in each
jurisdiction  in  which  the  failure  to  qualify would have a material adverse
effect  on  the  business,  properties  or condition (financial or otherwise) of
Berens.  Berens  does  not  have  any  subsidiaries  or any other investments or
ownership  interest  in  any  corporation,  partnership,  joint venture or other
business  enterprise, except as set forth in Schedule 5.1.  Immediately prior to
the  Closing  Date  the  authorized  capital  stock  of  Berens  consists of (i)
50,000,000  shares  of  common  stock,  $.001  par  value  per  share,  of which
26,143,495 shares are validly issued and outstanding, and (ii) 10,000,000 shares
of  preferred  stock  $.001  par  value  per share, none of which are issued and
outstanding.  All  of  such issued and outstanding shares of the stock of Berens
have  been and all of the shares of Berens Stock to be issued hereby will be, at
the  Closing,  duly  authorized  and  validly  issued and are and will be at the
Closing  fully paid and non-assessable.  None of the shares that were issued and
none  of  the  shares to be issued hereby will be in violation of any preemptive
rights.  Berens  has no obligation to repurchase, reacquire or redeem any of its
outstanding  capital  stock.  There  are  no  outstanding  Berens  derivative
securities  (options,  warrants,  convertibles,  rights  and  the  like).


<PAGE>
     Section  5.2     Subsidiaries.  Artmovement.com,  Inc.,  Auctionzplus.com,
                      ------------
Inc.  and Berensgallery.com, Inc., all of which are Nevada corporations, are the
only  subsidiaries.  All of the outstanding capital stock of, or other ownership
interests  in,  each Subsidiary is owned by Berens, directly or indirectly, free
and  clear  of  any  lien  or  any other limitation or limitation or restriction
(including  restrictions  on  the right to vote).  All outstanding shares of the
capital  stock  of  any  Subsidiary have been duly authorized and validly issued
and  are  fully  paid  and non-assessable and are free of any preemptive rights.
There  are  no  outstanding  securities  of  any  Subsidiary convertible into or
evidencing the right to purchase or subscribe for any shares of capital stock of
any Subsidiary, there are no outstanding or authorized options, warrants, calls,
subscriptions,  rights,  commitments  or  any  other agreements of any character
obligating  any  Subsidiary  to  issue  any  shares  of its capital stock or any
securities convertible into or evidencing the right to purchase or subscribe for
any  shares  of  such  stock, and there are no agreements or understandings with
respect  to  the voting, sale, transfer or registration of any shares of capital
stock  of  any  Subsidiary.

     Section  5.3     Authorization.  All corporate action on the part of Berens
                      -------------
necessary  for  the  authorization,  execution, delivery and performance of this
Agreement  by  Berens  has  been  taken  or  will be taken prior to the Closing.
Berens  has  the requisite corporate power and authority to execute, deliver and
perform  this Agreement.  This Agreement has been duly executed and delivered by
Berens,  and  constitutes  a valid and binding obligation of Berens, enforceable
against  Berens in accordance with its terms, subject to bankruptcy, insolvency,
reorganization,  and  other laws of general application relating to or affecting
creditors'  rights  and  to  general  equitable  principles.

     Section  5.4     Litigation.  There  are  no  claims,  actions,  suits  or
                      ----------
proceedings,  formal or informal, pending or, to the best knowledge of Berens or
Mr.  Berens,  threatened  against  Berens,  nor  is Berens subject to any order,
judgment  or  decree.

     Section  5.5     SEC  Reports.  During  the  last twelve months, Berens has
                      ------------
filed with the SEC all of the reports required to be filed with the SEC pursuant
to Section 15(d) of the Securities Exchange Act of 1934, as amended.  Berens has
filed  with  the SEC, its Form 10-KSB for the  year ended December 31, 2000, and
its Form 10-QSB for the quarter ended March 31, 2001.  To the best of Berens and
Mr.  Berens  knowledge,  as  of  their respective dates, the SEC Filings did not
contain any untrue statement of a material fact or omit to state a material fact
required  to  be  stated therein or necessary to make the statements therein, in
light  of  the  circumstances  under  which  they  were  made,  not  misleading.

     Section  5.6     Taxes.   Except  for  941  payroll  taxes of approximately
                      -----
$86,000,  Berens  has  filed all federal, state or local tax returns and reports
due  or  required  to  be  filed  and  has paid all taxes, interest payments and
penalties,  if  any,  required  to  be  paid  with respect thereto, and has made
adequate provision for the payment of all taxes accruable for all periods ending
on  or  before the Closing Date to any taxing authority and is not delinquent in
the  payment  of  any  material  tax  or  governmental  charge  of  any  nature.


<PAGE>
     Section  5.7     Financial  Information.   Berens  has  delivered  to  the
                      ----------------------
Stockholders  the  audited  balance  sheet  of  Berens  as of December 31, 2000,
together  with the related statements of income, changes in shareholder's equity
and  cash  flow  for  the  years  then  ended,  including the related notes, all
certified  by  Ham,  Langston  &  Brezina,  certified  public  accountants.  In
addition,  Berens  has  delivered  to  the  Stockholders  its  interim unaudited
financial  statements  as  filed  with the SEC for the three month periods ended
March  31,  2001  (the audited and unaudited balance sheet and interim financial
statements  are  collectively  referred  to  the as the "Financial Statements").
Such  Financial  Statements, including the related notes, are in accordance with
the  books  and  records  of Berens and fairly present the financial position of
Berens and the results of operations and changes in financial position of Berens
as  of  the dates and for the periods indicated, in each case in conformity with
generally  accepted accounting principles applied on a consistent basis.  Except
as, and to the extent reflected or reserved against in the Financial Statements,
Berens  as  of the date of the financial statements has no material liability or
obligation of any nature, whether absolute, accrued, continued or otherwise, not
fully  reflected  or  reserved  against  in the Financial Statements.  As of the
Closing  Date, except as set forth in Schedule 5.7, there will not have been any
adverse  change  in  the  financial  condition  or  other  operations, business,
properties  or  assets  of  Berens  from  that reflected in the latest financial
statements  of  Berens  furnished  to  the  Stockholders  pursuant  hereto.

     Section 5.8     Compliance with Laws.  Berens is, and at all times prior to
                     --------------------
the  date  hereof  has  been, to the best of Berens and Mr. Berens knowledge, in
compliance  with  all  statutes,  orders,  rules,  ordinances  and  regulations
applicable  to  it  or  to  the  ownership of its assets or the operation of its
businesses,  except  for  failures  to  be  in  compliance that would not have a
material  adverse  effect  on  the business, properties, condition (financial or
otherwise)  or  prospects  of  Berens and Berens and Mr. Berens have no basis to
expect,  nor has received, any order or notice of any such violation or claim of
violation  of  any  such  statute,  order,  rule,  ordinance  or  regulation.

     Section  5.9     Title  to  Properties;  Encumbrances.  Berens has good and
                      ------------------------------------
marketable  title  to  all  of  its  properties  and  assets, real and personal,
tangible  and  intangible,  that  are  material  to  the condition (financial or
otherwise),  business,  operations or prospects of Berens, free and clear of all
mortgages,  claims, liens, security interests, charges, leases, encumbrances and
other  restrictions  of  any  kind  and  nature,  except (i) as disclosed in the
Financial  Statements  of  Berens,  (ii) statutory liens not yet delinquent, and
(iii) such liens consisting of zoning or planning restrictions, imperfections of
title,  easements,  pledges,  charges  and  encumbrances,  if  any,  as  do  not
materially  detract  from the value or materially interfere with the present use
of  the  property  or  assets  subject  thereto  or  affected  thereby.

     Section  5.10     Disclosure.  To  the  best  of  Berens  and  Mr.  Berens
                       ----------
knowledge,  no  representation  or warranty of Berens or Mr. Berens contained in
this Agreement (including the exhibits and schedules hereto) contains any untrue
statement  of  a  material  fact  or omits to state a material fact necessary in
order  to  make  the  statements  contained  herein  or therein, in light of the
circumstances  under  which  they  were  made,  not  misleading.

     Section  5.11     No  Default.  The  execution, delivery and performance of
                       -----------
this Agreement by Berens does not and will not constitute a violation or default
under  or  conflict with any contract, agreement, understanding or commitment to
which  it is a party or by which it is bound or the Certificate of Incorporation
or  By-Laws  of  Berens  or  any  statute, regulation, law, ordinance, judgment,


<PAGE>
decree,  writ, injunction, order or ruling of any government entity, except that
there  will  not  be  a  sufficient  number  of  shares  of  Berens common stock
authorized  if  all  shares  of  the  preferred  stock issued in the transaction
contemplated  hereby  are  converted.

     Section  5.12     Material  Agreements;  Action.  Except  for  the  debt of
                       -----------------------------
approximately  $33,000  owed  to Yolana Berens, there are no material contracts,
agreements,  commitments,  understandings  or  proposed  transactions,  whether
written  or  oral,  to  which Berens or any of its Subsidiaries is a party or by
which  it  is  bound  that  involve  or  relate to:  (i) any of their respective
officers, directors, stockholders or partners or any Affiliate thereof; (ii) the
sale of any of the assets of Berens or any of its Subsidiaries other than in the
ordinary  course  of  business;  (iii)  covenants  of  Berens  or  any  of  its
Subsidiaries  not  to  compete in any line of business or with any person in any
geographical area or covenants of any other person not to compete with Berens or
any  of  its  Subsidiaries  in any line of business or in any geographical area;
(iv)  the  acquisition  by  Solis  or  any  of its Subsidiaries of any operating
business or the capital stock of any other Person; (v) the borrowing of money or
(vi)  the  expenditure of more than $25,000  in the aggregate or the performance
by  Berens  or any Subsidiary extending for a period more than one year from the
date  hereof,  other  than  in the ordinary course of business.  There have been
made  available to Solis and its representatives true and complete copies of all
such  agreements.  All  such  agreements  are in full force and effect.  Neither
Berens  nor  any of its Subsidiaries is in default under any such agreements nor
is  any other party to any such agreements in default thereunder in any respect.

     Section  5.13     Pending  Claims.  There  is  no  claim,  suit,  action or
                       ---------------
proceeding,  whether  judicial,  administrative or otherwise, pending or, to the
Berens  and Mr. Berens knowledge, threatened that would preclude or restrict the
transfer  to  the  Stockholders  of  the Berens Stock or the performance of this
Agreement  by  Berens.

     Section 5.14     Insurance .  Berens and its Subsidiaries maintain adequate
                      ---------
insurance with respect to their respective businesses and are in compliance with
all  material  requirements  and  provisions  thereof.

     Section  5.15     Employee  Benefit  Plans .   Berens is not a party to any
                       ------------------------
employee  benefit  plan.

     Section  5.16     No  Pending  Transactions  .  Except for the transactions
                       -------------------------
contemplated  by this Agreement, neither Berens nor any Subsidiary is a party to
or  bound  by  or  the  subject  of  any  agreement,  undertaking, commitment or
discussions  or  negotiations with any person that could result in (i) the sale,
merger, consolidation or recapitalization of Berens or any  Subsidiary, (ii) the
sale  of  all or substantially all of the assets of Berens or any Subsidiary, or
(iii)  a  change of control of more than five percent of the outstanding capital
stock  of  Berens  or  any  Subsidiary.

     Section  5.17     No  Undisclosed  Liabilities .  To the best of Berens and
                       ----------------------------
Mr.  Berens  knowledge,  neither Berens nor or any Subsidiary has any obligation
or liability (contingent or otherwise) that would be required to be reflected in
the  financial  statements  of  the  Company  in  accordance with GAAP except as
reflected  in Berens Balance Sheet, in Schedule 5.7, or incurred in the ordinary
course  of  business  in  an  amount  not  in  excess  of  $7,500.


<PAGE>
     Section 5.18     Indemnification by Berens and Mr. Berens.   Berens and Mr.
                      ----------------------------------------
Berens  recognize  that  the  Exchange  being conducted with the Stockholders is
based,  to  a material degree, upon the representations and warranties of Berens
and  Mr.  Berens  as  set  forth  and contained herein and Berens and Mr. Berens
(collectively  the "Indemnifying Parties") hereby agree to jointly and severally
indemnify  and  hold  harmless  the  Stockholders against all damages, costs, or
expenses  (including  reasonable  attorney's  fees)  arising  as a result of any
breach of representation or warranty or omission made herein by the Indemnifying
Parties.

     If  any  action  is brought against Solis or the Stockholders (collectively
the  "Indemnified  Parties") in respect of which indemnity may be sought against
the  Indemnifying  Parties  pursuant to the foregoing paragraph, the Indemnified
Parties  shall  promptly  notify  the  Indemnifying  Parties  in  writing of the
institution  of  such  action  (but  the  omission to so notify the Indemnifying
Parties  shall  not relieve the Indemnifying Parties from any liability that the
Indemnifying  Parties  may have to such Indemnified Parties except to the extent
the  Indemnifying  Parties  are  materially  prejudiced  or  otherwise  forfeit
substantive  rights or defenses by reason of such failure), and the Indemnifying
Parties  shall  assume  the  defense of such action, including the employment of
counsel  to  be chosen by the Indemnifying Parties to be reasonably satisfactory
to  the  Indemnified  Parties, and payment of expenses.  The Indemnified Parties
shall  have  the  right  to  employ  the  Indemnifying  Parties  counsel, or the
Indemnified  Parties' own counsel in any such case, but the fees and expenses of
such  counsel shall be at the Indemnified Party's expense, unless the employment
of  such  counsel  shall  have  been  authorized  in writing by the Indemnifying
Parties  in  connection  with  the  defense  of such action, or the Indemnifying
Parties  shall  not  have employed counsel to take charge of the defense of such
action,  or counsel employed by the Indemnifying Parties shall not be diligently
defending  such  action,  or  the  Indemnified  Parties  shall  have  reasonably
concluded that there may be defenses available to it which are different from or
additional  to  those  available  to  the  Indemnifying  Parties,  or  that
representation  of  such  Indemnified  Party and the Indemnifying Parties by the
same  counsel  would be inappropriate under applicable standards of professional
conduct  due  to  actual or potential differing interests between them (in which
case  the Indemnifying Parties shall not have the right to direct the defense of
such  action  on  behalf of the Indemnified Parties), in any of which event such
fees  and  expenses  shall  been borne by the Indemnifying Parties.  Anything in
this  paragraph  to the contrary notwithstanding, the Indemnifying Parties shall
not  be  liable for any settlement of, or any expenses incurred with respect to,
any  such  claim  or  action  effected without the Indemnifying Parties' written
consent,  which  consent  shall  not be unreasonably withheld.  The Indemnifying
Parties  shall not, without the prior written consent of the Indemnified Parties
effect  any  settlement  of  any  proceeding in respect of which any Indemnified
Parties  is  a  party  and  indemnity  has  been  sought  hereunder  unless such
settlement  includes  an  unconditional release of such Indemnified Parties from
all  liability  on  claims  that  are  the  subject  matter  of such proceeding.

                                   ARTICLE VI
                                CLOSING; DELIVERY

     Section 6.1(a)   Closing Documents of the Stockholders.  The obligations of
                      -------------------------------------
Berens  to  effect  the  transactions  contemplated  hereby  are  subject to the
delivery  by  the Stockholders at Closing of certificates evidencing their Solis
Stock  duly  endorsed for transfer by the Stockholders to Berens as contemplated
by  this  Agreement,  in  form and substance satisfactory to counsel for Berens.


<PAGE>
      Section  6.1(b)    Closing  Documents  of  Berens.  The obligations of the
                         ------------------------------
Stockholders  to  effect  the  transactions  contemplated  hereby are subject to
Berens  delivering to the Stockholders either (i) certificates evidencing Berens
Stock,  duly executed for issuance by Berens to the Stockholders as contemplated
by  this Agreement or (ii) letter of instructions from a duly authorized officer
of  Berens  to  American  Registrar  &  Transfer  (Berens's  transfer  agent),
instructing  the  transfer agent to duly issue stock certificates evidencing the
shares  of  Berens  Stock  to  the  Stockholders,  all  as  contemplated by this
Agreement,  in  form and substance satisfactory to counsel for the Stockholders.

     Section  6.1(c)  Conditions  to  the  Obligations  of  Berens  and  the
                      ------------------------------------------------------
Stockholders.  The  obligations  of  Berens  and  the Stockholders to effect the
transactions contemplated hereby are further subject to the following condition:

     (i)     No  action,  suit  or  proceeding  by  or  before  any court or any
governmental  or  regulatory  authority shall have been commenced or threatened,
and no investigation by any governmental or regulatory authority shall have been
commenced  or  threatened,  seeking  to  restrain,  prevent  or  challenge  the
transactions  contemplated  hereby  or  seeking  judgments against Berens or the
Stockholders.

     (ii)     The representations and warranties of Berens, the Stockholders and
Mr. Berens set forth in this Agreement shall be true and correct in all material
respects  on  the  Closing  Date.

     (iii)     Berens,  the Stockholders and Mr. Berens shall have performed and
complied  with all agreements, obligations, covenants and conditions required by
this Agreement to be performed or complied with on or prior to the Closing Date.

     (iv)     The parties shall have received corporate resolutions of the Board
of  Directors  of  Berens, certified by an officer of Berens, which approves the
transactions  contemplated  herein  and  authorizes  the execution, delivery and
performance  of  this Agreement and the documents referred to herein to which it
is  or  is  to  be  a  party  dated  as  of  the  Closing  Date.

     (v)     The  Board  of  Directors  of  Berens  shall  have  appointed  one
additional  director  to  its  Board  of  Directors.

     (vi)     The  following  related  transactions  or  events shall have taken
place  prior  to  Closing:

          (a)  Yolana  Partnership  Ltd. shall have executed a letter containing
               instructions  to  cancel  certificate  #1948  in  the  amount  of
               7,000,000 shares of common stock pursuant to the stock redemption
               agreement  attached  hereto  as  Exhibit  "C";


<PAGE>
          (a)  The  Escrow  Agreement  attached hereto as Exhibit "D" shall have
               been  executed;

          (b)  Marc  Berens  resigns  as  a  director  of  Berens;

          (c)  Robert  Davis  shall  be  appointed  as a director of Berens; and

          (d)  Yolana  Partnership  Ltd.  shall  have  entered  into  a  letter
               agreement  attached  hereto  as  Exhibit  "E".

                                   ARTICLE VII
                             POST CLOSING COVENANTS

     Shareholders  Meeting.  Immediately  subsequent  to  the  Closing  of  the
     ---------------------
transactions  contemplated  herein Berens covenants and agrees that it will take
all  steps  necessary  to  call  and conduct and Meeting of Shareholders for the
purpose  of  (i)  changing  its name, (ii) election of directors to its Board of
Directors,  and (iii) authorizing a 1 for 5 reverse stock split of its shares of
common  stock  outstanding.


                                  ARTICLE VIII
                                  MISCELLANEOUS

     Section  8.1     Notices.   All  notices  and other communications provided
                      -------
for  herein  shall  be in writing and shall be deemed to have been duly given to
the  following  persons,  if  delivered  personally  or  sent  by  registered or
certified  mail,  return  receipt  requested,  postage prepaid, or overnight air
courier  guaranteeing  next  day  delivery:

          (a)     If  to  Berens:

          Marc  Berens
          701  N.  Post  Oak  Rd.,  Suite  350
          Houston,  Texas  77024

          With  a  copy  to:

          Thomas  L.  Pritchard
          Brewer  &  Pritchard
          Three  Riverway,  18th  Floor
          Houston,  Texas  77056

          If  to  Mr.  Berens:

          Marc  Berens
          701  N.  Post  Oak  Rd.,  Suite  350
          Houston,  Texas  77024


<PAGE>
          With  a  copy  to:

          Thomas  L.  Pritchard
          Brewer  &  Pritchard
          Three  Riverway,  18th  Floor
          Houston,  Texas  77056

          (b)        If  to  the  Stockholders,  to:

          The  addresses  listed  on  Exhibit  A,  attached  hereto.

          With  a  copy  to:

          Robert  D.  Axelrod
          Axelrod,  Smith  &  Kirshbaum
          5300  Memorial  Drive,  Suite  700
          Houston,  Texas  77007


     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.

     Section  8.2     Assignment.  Neither this Agreement nor any of the rights,
                      ----------
interests  or  obligations  hereunder  shall  be  assigned by any of the parties
without  the  prior written consent of the other parties, which consent will not
be  unreasonably  withheld.  This  Agreement  will be binding upon, inure to the
benefit  of  and  be  enforceable  by  the  parties  and their respective heirs,
personal  representatives,  successors  and  assigns.

     Section 8.3     Counterparts.  This Agreement may be executed in any number
                     ------------
of  counterparts,  which  taken  together  shall  constitute  one  and  the same
instrument  and  each of which shall be considered an original for all purposes.

     Section  8.4     Section  Headings.  The section headings contained in this
                      -----------------
Agreement  are for convenient reference only and shall not in any way affect the
meaning  or  interpretation  of  this  Agreement.

     Section  8.5     Entire  Agreement.  This  Agreement,  the  documents to be
                      -----------------
executed hereunder and the exhibits and schedules attached hereto constitute the
entire  agreement  among  the  parties  hereto  pertaining to the subject matter
hereof  and  supersede  all  prior  agreements, understandings, negotiations and
discussions,  whether  oral or written, of the parties pertaining to the subject
matter  hereof, and there are no warranties, representations or other agreements
among  the  parties  in  connection  with  the  subject  matter hereof except as
specifically  set  forth  herein  or in documents delivered pursuant hereto.  No
supplement,  amendment,  alteration, modification, waiver or termination of this
Agreement  shall  be  binding  unless executed in writing by the parties hereto.
All  of  the  exhibits  and  schedules  referred to in this Agreement are hereby
incorporated  into  this  Agreement  by  reference and constitute a part of this
Agreement.


<PAGE>
     Section  8.6     Validity.  The  invalidity  or  unenforceability  of  any
                      --------
provision  of  this Agreement shall not affect the validity or enforceability of
any  other  provisions  of  this Agreement, which shall remain in full force and
effect.

     Section  8.7     Survival.  The  respective  representations,  warranties,
                      --------
covenants  and  agreements set forth in this Agreement shall survive the Closing
for  a  period  of  two  (2)  years  from  the  execution  hereof.

     Section  8.8     Public Announcements.  The parties hereto agree that prior
                      --------------------
to  making any public announcement or statement with respect to the transactions
contemplated  by  this  Agreement,  the  party  desiring  to  make  such  public
announcement  or  statement  shall  consult  with  the  other parties hereto and
exercise  their  best  efforts  to  (i)  agree  upon  the text of a joint public
announcement  or  statement  to  be  made  by all of such parties or (ii) obtain
approval  of  the  other  parties hereto to the text of a public announcement or
statement  to  be  made  solely  by  the  party  desiring  to  make  such public
announcement;  provided, however, that if any party hereto is required by law to
make  such public announcement or statement, then such announcement or statement
may  be  made  without  the  approval  of  the  other  parties.

     Section 8.9     Gender.  All personal pronouns used in this Agreement shall
                     ------
include  the  other  genders,  whether used in the masculine, feminine or neuter
gender,  and  the  singular  shall  include the plural, and vice versa, whenever
appropriate.

     Section 8.10     Choice  of Law.   This Agreement shall be governed by, and
                      --------------
construed  in accordance with, the laws of the State of Texas, without regard to
principles  of  conflict  of  laws.

     Section 8.11     Costs and Expenses.  Each of the parties hereto shall each
                      ------------------
pay their own respective fees and disbursements incurred in connection with this
Agreement.

                      [Signatures Appear On The Next Page]


<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  or caused this
Agreement  to  be executed effective as of the day and year first above written.

                                       Berens  Industries,  Inc.


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



                                       ---------------------------------------
                                       /s/  Mr.  Marc  Berens,  individually


                                       STOCKHOLDERS:

                                       ---------------------------------------
                                       /s/  Robert  Davis
                                       Address:
                                               -------------------------------
                                       ---------------------------------------
                                       ---------------------------------------


                                       ---------------------------------------
                                       /s/  Jeff  Olexa
                                       Address:
                                               -------------------------------
                                       ---------------------------------------
                                       ---------------------------------------

                                       ---------------------------------------
                                       /s/  Manfred  Sternberg
                                       Address:
                                               -------------------------------
                                       ---------------------------------------
                                       ---------------------------------------


<PAGE>