**  Indicates information which has been omitted and filed separately with the
SEC pursuant to a confidential treatment request.  Asterisks appear on page 2
and 3 of this agreement.

                            DATABASE ACCESS AGREEMENT


     This  is a Database access Agreement between Digital Media Resources, Ltd.,
with  a  principal  office  located  at  Gounodstraat  1 2018 Antwerpen Belgium,
referred to in this Agreement as ``Vendor,'' and Berens Industries, Inc., of 701
North  Post  Oak Road, Suite 350, Houston, Texas 77024, USA, referred to in this
Agreement  as  ``Customer.''


                                    RECITALS
     Vendor  represents  that it is the exclusive publishing agent for the Mayer
Book  of  Switzerland  and  has  established a database or other digitally based
medium  (collectively referred to as "Database") that is available for access by
its  customers  pursuant  to  the  terms  and  conditions  of  this  Agreement.
Customer  desires  to  obtain  access  to Vendor's Database known as Art Library
Auction Index, which uses the contents of the most recently published Mayer Book
of  Switzerland  as  its  principal  information  source.
Therefore,  in  consideration of the promises made in this Agreement, Vendor and
Customer  agree  as  follows:


                               ACCESS TO DATABASE
     1.  When  Vendor accepts and the parties execute this Agreement, during the
term of this Agreement Customer shall be entitled to access Vendor's Database as
specified  in  this  Agreement  continuously,  twenty-four  (24)  hours per day,
throughout the term of this Agreement, subject to the other terms and conditions
stated  in this Agreement.  Vendor agrees to always provide access in accordance
with  the  then  current minimum industry standards and Vendor acknowledges that
such  minimums  will  likely  change  with  new  technology.  Specifically  and
currently,  Vendor  agrees  to  provide  a  minimum  access  capacity  on  its
artlibrary.com site of two hundred and fifty six kilobytes per second (256kb/s).
In  the event that the volume of traffic renders this 256kb/s level of bandwidth
insufficient,  Vendor agrees to increase the bandwidth and/or server capacity in
line  with  the  increase  in  server  usage  at  Vendor's  sole  expense.

                                      TERM
     2. This Agreement shall take effect on the date of its acceptance by Vendor
and  shall  continue  in  effect for thirty-six (36) months, except as otherwise
provided in this Agreement.   This Agreement shall be automatically renewed on a
month to month basis at the end of the thirty-six (36) month period unless it is
terminated  in  writing  by either party giving ninety (90) days written notice.


                                        1
<PAGE>
                             CONTENTS OF DATABASE
     3.  (a)  Customer  shall  have  access  to  Vendor's  Database known as Art
Library  Auction Index which contains auction records from more than 800 auction
houses in 40 countries through its site artlibrary.com, and uses the contents of
the  most  recently  published  Mayer  Book  of  Switzerland  as  its  principal
information  source.
(b)  Vendor  agrees  to deliver custom designed interfaces that links Customer's
sites to the Database stored on Vendor's server.  Vendor further agrees to allow
the  Customer  to  improve  the  custom  interfaces  to  take  advantages of any
technological  advancements  that  may  occur during the term of this Agreement.
(c)  Vendor  shall  maintain  and  update  the  Database  with the same care and
frequency  as  in  the twelve (12) months proceeding the date of this Agreement.
Vendor  shall  update the Database with respect to future auction records within
the  following  time  limits:
(i)     1998  data  by  September  1,  1999;
(ii)     1999  data  by  September  1,  2000;  and
(iii)     2000  data  by  September  1,  2001.
     Vendor acknowledges that time is of the essence in relation to these time
limits.

                       SECURITY AND INTELLECTUAL PROPERTY
     4.  (a)  Customer  acknowledges  the  title  of  Vendor to all intellectual
property rights now or in the future asserted by Vendor in relation to materials
contained  on  Vendor's  artlibrary.com  site.  Customer agrees not to challenge
Vendor's  said  rights.
     (b)  Customer  shall protect the security in regard with access to the data
on  the  Database,  using  no  less  care  than it does to protect its own data.
     (c)  Vendor acknowledges the title of Customer to all intellectual property
rights  now  or  in  the  future  asserted  by Customer in relation to materials
contained  on  Customer's site, other than the pages licensed to Vendor.  Vendor
agrees  not  to  challenge  Customer's  said  rights.

                                     CHARGES
     5.  (a) Customer shall pay a monthly fee of **.  Payments shall be made
quarterly upon execution of this Agreement.  Customer may at Customer's sole
discretion make lump sums payments during the term of this Agreement for a
discount fee as follows:
          (i)  ** lump sum payment for 24 months; or
          (ii) ** lump sum payment for 36 months.

Customer will pay a lump sum payment for the first 12 months as follows:

          - ** upon execution of this agreement.
          - ** on or before 15 November 1999 as the balance of the annual lump
            sum, less discounts and payments made **

Customer is in no way obligated to make other said lump sum payments after the
First twelve months.


                                        2
<PAGE>
                                   TERMINATION
     6.     (a)  Vendor  may  cancel this Agreement if Customer fails to pay the
agreed  fee  as  stated  in  Paragraph  5  herein after thirty (30) days written
notice. Customer may terminate this Agreement on ten (10) days written notice to
Vendor  if  Vendor:
(i)     fails  to  maintain  and  enhance  the  Database  on  a  regular  basis;
(ii)     fails  to  provide  the  agreed  bandwidth  and/or  server  capacity as
specified  in  Paragraph  1  herein.;  or
(iii)     sells,  assigns,  reassigns, or in any way compromises its contract as
the  exclusive  publishing  agent  for  the  Mayer  Book of Switzerland which is
essential  to  Customer.

                                   EXCLUSIVITY
     7.  (a)  Vendor shall not grant access to it Database to any sites that are
operated  in  the  English  language  other  than  access previously  granted to
Interactive Collector Limited ("IC"), London, UK, and to  Vendor itself.  Vendor
agrees to grant Customer a right of second refusal, after IC, to meet any offers
Vendor receives for its Database and  related  content  during the term of  this
Agreement, and  for  a  period  of three (3) months following the termination of
this agreement.
         (b)  **
         (c)  Vendor shall vigorously prevent IC from reselling, reassigning, or
redistributing the contents of, or the access rights to, the  Database  records.
Other than Customer, IC,  their  wholly-owned  subsidiaries  and  those  parties
covered under 7(b) of this Agreement, no other party (included, but not  limited
to,  clients,  partners  and  affiliates  of IC)  may  offer any products or the
internet as a distribution medium.  **

                                   ASSIGNMENT
     8.  Customer and Vendor agrees that this Agreement shall not be assigned or
transferred  and  that  any  attempt  on  either part to assign or transfer this
Agreement or any of its rights or obligations under this Agreement shall be null
and void. Customer further agrees that Vendor may assign payments due under this
Agreement  with  prior  permission  or  approval  of  Customer.

                                  GOVERNING LAW
     9.  This  Agreement shall be construed under and be governed by the laws of
the  State  of  Texas  in  the  United  States  of  America.

                                ENTIRE AGREEMENT
     10.  This  Agreement,  including  all  attachments,  constitutes the entire
Agreement  of  the  parties.


                                        3
<PAGE>
                                     NOTICES
     11.  Notices  required or provided for under this Agreement may be given by
Vendor  to  Customer  in  writing  or  electronically over its computer service.
Notices  required  or provided for under this Agreement may be given by Customer
to Vendor in writing or electronically over Vendor's computer service. No public
statements  in  regard  to  the  nature of this agreement may be made before the
option  fee  of  US$  33,000  is  received  by  Vendor.

                               NONWAIVER OF RIGHTS
     12.  Customer  and  Vendor  agree  that no failure or delay to exercise any
right, power, or privilege on the part of either party shall operate as a waiver
of  any  right,  power,  or privilege under this Agreement.  Customer and Vendor
also  agree that no single or partial exercise of any right under this Agreement
shall  preclude  further  exercise  of  the  right.

                                  SEVERABILITY
     13.  If  any  court  determines  that  any  provision  in this Agreement is
invalid,  void,  or  unenforceable,  the remaining provisions shall nevertheless
continue  in  full  force  and  effect.

                                 ATTORNEY'S FEES
     14.  If  any  legal  action  is  necessary  to  enforce  the  terms of this
Agreement,  the prevailing party shall be entitled to reasonable attorney's fees
in  addition  to  any  other  relief  to  which that party may be entitled. This
provision  shall  be  construed  as  applicable  to  the  entire  Agreement.

                                      August 13
Executed  at  Houston, Texas on -----------------------, 1999.

DIGITAL  MEDIA  RESOURCES  LTD.


      /s/David Dehaeck
By:------------------------------
      David  Dehaeck
      Managing  Director

BERENS  INDUSTRIES,  INC.


     ./s/Marc Berens
By:  -----------------------------
      Marc  Berens
      Chief  Executive  Officer