1

                                                                    Exhibit 10.2

                         NOTICE TO PROSPECTIVE EMPLOYEES
                         -------------------------------

     YOU    SHOULD  CAREFULLY  READ  THE  FOLLOWING  DOCUMENT
     PRIOR   TO   SIGNING.  IT  CONTAINS   A  NUMBER  OF  RULES  AND
     REQUIREMENTS  GOVERNING  YOUR   EMPLOYMENT,   CONDUCT
     AND  ACTIONS.   AS  THE  TERMS  ARE  USED  IN  THIS  AGREEMENT
     YOU   ARE  THE   EMPLOYEE,  AND  THE  COMPANY  IS  EMPLOYER.
     ---              --------             -------      --------
     IF  YOU  HAVE  QUESTIONS  CONSULT  A  LAWYER  BEFORE  SIGNING.


                   EMPLOYMENT  AND  CONFIDENTIALITY  AGREEMENT


     THIS  AGREEMENT made between Berens Industries, Inc., a Nevada Corporation,
maintaining offices at 701 North Post Oak Road, Suite 350, Houston, Texas 77024,
(hereinafter  "Employer"  or  "Company"),  and  Kevin  Willcutts,  (hereinafter
"Employee"), an individual currently residing at 1927 Hawthorne Street, Houston,
Texas  77098.

     IN  CONSIDERATION of the employment or continued employment of the Employee
by  Employer and the mutual covenants contained herein, it is agreed at follows:

                              1.  EMPLOYMENT.
                                  ----------

     Employer hereby employs or continues the employment of the Employee and the
Employee  hereby  accepts  employment  upon  the  terms and conditions contained
herein.

                              2.  COMPENSATION.
                                  ------------

Compensation  shall  consist  of  salary,  benefits,  vacation, and holidays, as
follows:


                                        1
<PAGE>
(A.)     SALARY. For the services rendered by the Employee to Employer, Employer
shall pay the Employee a salary at the rate of $5,000 per month, or as otherwise
shall  be  agreed  upon  from  time to time by the parties hereto. Any raises in
salary  to which Employee shall become entitled, shall be evidenced by a written
memorandum  awarding  such  raise  to  the  Employee,  and  signed  by Employer.

(b.)     STOCK  OPTIONS,  BONUSES  AND  INCENTIVES.   In  addition  to  salary,
Employee  shall  receive  stock  options, bonuses and incentives. Stock Options,
Bonuses  and  Incentives  shall  vest  to  Employee  after  six  (6)  months  of
employment.  If Employee is terminated for Cause, all Stock Options, Bonuses and
Incentives  earned  after  the  date  of termination shall become null and void.
Employees  Stock  Option, Bonus and Incentives shall be granted according to the
following  formula:


                                        2
<PAGE>
     STOCK  OPTIONS:

Employee  will  be granted options to acquire 50,000 restricted shares of common
stock of Employer pursuant to Employers 1999 Stock Incentive Plan, at a price of
$1.00  per  share  upon transfer of the domain name artmovement.com to Employer.

OTHER:

<TABLE>
<CAPTION>
<C>  <S>
 1.  Employee will be granted piggy-back registration rights for any fully vested
     restricted common shares Employee exercises.
 2.  Any options not exercised within Two (2) Year's of the date of this Agreement
     shall become null and void and Employer shall have no further obligation to
     Employee and Employee shall have no further claim on stock options of
     Employer.
 3.  Employer retains sole discretion to grant additional Stock Options and Incentives
     to Employee during employment.
 4.  Employee will receive 1,000,000 restricted common shares of Mercosur
     Industries, Inc.
 5.  Employee will receive a commission in stock or cash to be mutually determined
     by Employer and Employee for raising equity capital for Employer.
</TABLE>

     (c)  BENEFITS.  Benefits  shall  be  paid  to  Employee  by  Employer  in
accordance with the standard practice of Employer when offered to all Employees.
Benefits  presently  anticipated  include fully paid, standard Employer provided
health insurance for the Employee, and a fifty percent (50%) copayment of health
insurance  premiums  under  the  standard Employer provided policy for dependent
members  of  Employee's  family.  No  other  benefits are offered at the time of
entering  into  this  contract.  Employer  may  chose to offer other benefits to
Employee  from  time  to  time.

     (d)  VACATIONS AND HOLIDAYS.  Employee shall be entitled to three (3) weeks
paid  vacation  after one (1) year of Employment, based on a five day work week.
Vacation  days  will  begin  to  accrue  to  Employee  after ninety (90) days of
Employment. In addition, Employee shall be entitled to take off from work during
all  designated  Employer  and  Federal  holidays  with  pay.


     (e)  SICK  AND  PERSONAL DAYS: Employee shall be entitled to a total of ten
(10)  days  paid  Sick  and/or  Personal  days  beginning ninety (90) days after
Employment.  No sick days or personal days can be taken (paid) one week prior to
or  immediately  after  any  Vacation  days.  Sick and/or Personal days not used
during the term of employment will not be carried forward to the next employment
year.

     (f)  EXPENSE  ACCOUNT.  Employee  shall  be  entitled  to reimbursement for
documented  and  approved  business  and  travel  expenses.  Such  charges shall
include;  coach  air  fare,  hotel, meals, taxi, and business entertainment. All
travel  and  hotel  charges  must be pre-approved by Employer. Employee shall be
required  to submit a monthly statement of reimbursable expenses for approval by
such  person or group as determined by the Board of Directors of Employer.  Such
statement  shall  include a copy of the expense receipt, a statement of business
purpose,  and  name  of  client  for  whom  the  expense  was  incurred.

                                   3.  TERM.
                                       ----

     This  Agreement  shall  provide for a term of six (6) months, terminable at
any  time by either the Employer or the Employee for Cause.  This Agreement will
automatically  renew  for  an  additional  six  (6)  months  with  all terms and
conditions  extended  in  their entirety. This Agreement shall be interpreted to
provide  a  defined  contract  of  employment  for  a specific term.  Should the
Employee  be  dismissed "for cause" under this Agreement, all payments and other
stock  options  or  incentives due and accruing to Employee up until the time of
termination  shall  be  payable.


                                        3
<PAGE>
     Nonetheless,  the  provisions  of  Articles  5 and 6 related to Proprietary
Information  and  Non-circumvention  shall survive termination of this agreement
and  continue  for  such  terms  as  provided  therein.

     4.  DUTIES  AND  EXTENT  OF  SERVICES.
         ---------------------------------

     The  Employee is engaged to perform work as Vice President of Marketing and
Business  Development  of Employer. Employee shall report to the Chief Executive
Officer  of  Employer.

     (a.)  GENERAL  DUTIES.  The  precise  duties or services to be performed by
Employee  are  as  set  forth in the Corporate Bylaws of Employer, and as may be
extended  or  curtailed, from time to time, at the direction of the President of
the  Employer.  The  Employee  shall  devote the majority of Employee's workday,
attention and energies to the business of Employer, and shall assume and perform
such  further  reasonable  responsibilities and duties as may be assigned to him
from  time  to  time  by Employer. Employee is management, and shall have no set
working  hours.   Employee  will  endeavor  to  be  available  at  such times as
required  by  Employer  for  consultations,  demonstrations,  etc.

     (b.)  CONFLICTING  EMPLOYMENT.  Employee  shall  NOT  be  able  to  perform
additional employment duties during the term of this Agreement.  For purposes of
this  covenant,  "employment"  shall  mean  provision of services similar in any
manner to those provided by Employee to Employer, to any other person or entity,
whether  or  not for compensation. Such outside work shall include the use of or
relate  to  Proprietary  Information  provided  by  Employer  to  Employee.

     (c.)  REPORTING.  Employee shall prepare reports directed to such person as
Employer  shall  specify, which define the work performed by Employee. It is not
intended  that  these  reports  be  a  timesheet,  but  shall  specify  actual
accomplishments  of  Employee.  Such  reports shall specify progress, directions
undertaken,  financial  transactions  reviewed or created, new contacts, and any
other  significant  developments  in  the  work  of  Employee.

               5.  NON-DISCLOSURE  OF  CONFIDENTIAL  INFORMATION.
                   ---------------------------------------------

     The  Employee agrees, during the term of employment and forever thereafter,
except  as  provided  in  Article  7 of this Agreement, to keep confidential all
information  provided  by  Employer  or  learned  as a result of this employment
(hereinafter  collectively referred to as "Proprietary Information"), AND not to
release,  use,  or  disclose  it  except  with  the  prior written permission of
Employer,  specifically  as  follows:


                                        4
<PAGE>
     "Proprietary  Information" includes, inter alia, data and material relating
to  any  customer,  vendor,  licenser,  licensee,  or  other parties transacting
business with Employer, information on deal structure, accounting, scientific or
technical  data,  information  related  to  regulatory clearances of products or
securities,  analyst  compilations,  forecasts,  studies  and  other  documents,
including  those  prepared  by  Employee  or  any  other  employees, independent
contractors,  agents  and  representatives, or any other person or entity, which
contain  or  otherwise  reflect  such  "Proprietary  Information".

     (a.)  The  Proprietary  Information will be kept confidential and shall not
be disclosed, except as required by law without the prior written consent of the
Company.  Disclosure  includes  the  information  being  made  available  to  a
non-party to this Agreement by Employee in any matter whatsoever, in whole or in
part,  and such Proprietary Information shall not be used by Employee other than
in  connection  with  the  Employment.

     (b.)  Proprietary  Information shall not include any information which: (i)
was  already  of  written record in Employee's files on a non-confidential basis
prior  to  disclosure  to Employee by Company or anyone in privity with Company;
(If  Employee  intends  to rely upon this exemption, he shall within 24 hours of
any  disclosure  of Proprietary Information by Employer to him, provide Employer
copies  of  such  written  record  in  his  personal  files,  including the date
obtained.)  or  (ii)  at  the  time  of  disclosure  to  Employee, was generally
available  to  the  public  without the performance of work necessary to extract
such information from the unlimited environment of public information from which
it may be obtained; or (iii) becomes available to Employee, after termination of
Employment,  in writing on a non-confidential basis from a third party, provided
that  such  third  party  is  not  breaching any legal, contractual or fiduciary
obligation  to  the  Company  or  any  other  entity.  In  the  event  that such
Proprietary Information was provided to Employee by such third party breaching a
duty  to  Company  as  provided  herein,  Employee  agrees not to further use or
disclose such Proprietary Information, but Employee will have no other liability
with  respect  to  USE  of  such  Proprietary  Information.

     (c.)  Proprietary  Information is being provided to Employee solely for the
purpose  of  his  performance  under  this  Agreement.

     (d.)  In  addition  to  requirements  of  nondisclosure  of  Proprietary
Information, without Company's prior written consent, (except as required by law
-  as  discussed  in Subpart f, hereinbelow), Employee will not  disclose to any
Person  (whether  an  individual, corporation, government body or agency, or any
other  entity)  the  fact  that  (i.)  Proprietary  Information  has  been  made
available;  (ii.)  that  discussions or negotiations are taking place concerning
any  business of the Company, including the terms and conditions, or other facts
with  respect  to  any  Transaction; (iii.) that any Proprietary Information has
been  developed  by Employee or any other person or entity for Company; or (iv.)
that  Employee  and  the  Company  have  entered  into  this  Agreement.


                                        5
<PAGE>
     (e.)  Company  will  keep  a written record of the  Proprietary Information
furnished  to  Employee by the Company and all Proprietary Information developed
by Employee.   Employee may verify this record at any time.  Upon Termination of
Employment,  all  Proprietary  Information,  together  will  all copies thereof,
including  any  working  models, research notes, case histories, books, business
records,  scientific  instruments,  and  other  items  containing  or  embodying
Confidential  Proprietary  Information  will  be  returned  immediately  to  the
Company.  Employee  shall  certify  in writing, in the form of an affidavit made
under  oath,  to such return of the Proprietary Information in a form acceptable
to  Company.  In  addition,  whenever  Employee  obtains  permission to disclose
Proprietary  Information  to  anyone,  such  permission  and disclosure shall be
recorded  in  Employee's  written  record  maintained by Employer.  Employer and
Employee  shall  jointly  insure  that all transactions are accurately recorded.

     (f.)  In  the  event  that  Employee is  requested or  legally compelled to
disclose  any  Proprietary  Information,  Employee  (whether  or  not  the
Employer-Employee  relationship  has  been  terminated) will provide the Company
written  notice  as soon as possible, and in no event more than ten (l0) days of
such  event, so that the Company may seek an appropriate remedy and/or waive, in
writing,  compliance  with  the provisions of this Agreement.  In the event that
Company does not waive compliance with this Agreement, Employee shall be legally
bound  not to disclose such information, pending the Company seeking a remedy to
forestall  disclosure.  The  Company will promptly advise Employee of any action
it intends to take. In the event that such remedy, as is desired by the Company,
is  not  obtained  or  that the Company waives compliance with the provisions of
this  Agreement,  Employee  will  furnish  only  that portion of the Proprietary
Information  which  "upon  the  written opinion of appropriate legal counsel" is
legally  required  to  be  produced,  and  will  exercise best efforts to obtain
reliable  assurance that confidential treatment will be accorded the Proprietary
Information  provided.

     (g.)  Employee  shall promptly advise Company in writing if Employee learns
of  any  unauthorized use or disclosure of Proprietary Information by any person
or  entity.

     (h.)  Employee  shall  have  no  proprietary  interest  in the work product
developed by Employee or any other employee, independent contractor, or agent of
Employer  during  the  course,  and  as  a result of this Agreement and Employee
expressly  agrees  to assign all rights, title and interest to any trade secrets
or  other  proprietary rights (including patents, or other intellectual property
rights)  developed as a result of this Agreement to  Company.    Employee agrees
to  execute  appropriate  assignments  upon  request  of  Company.

     (i.)  Transmittal of Proprietary Information by Employer to Employee may be
made  in  oral  or written form.  If in writing, such transmittal shall bear the
word  "Confidential".  Any  copies  or reproductions  shall bear the proprietary
notices  contained  in  the  original.

     (j.)  Proprietary  Information  shall remain confidential for an indefinite
term  as  provided  in  Article  7.


                                        6
<PAGE>
                              6.  NON-CIRCUMVENTION.
                                  -----------------

     If this Employment Agreement terminates for any reason, Employee agrees for
such times as are specified herein not to have any business dealings whatsoever,
either  directly  or indirectly or through associates with any customer, source,
technical  consultant,  agent,  associate,  or  client  of  the  Company  or its
subsidiaries  or  any  person  or  firm  with  whom Employee has made contact in
connection  with  his  activities  for  the  Company  (hereinafter  "Introduced
Entities").

     With  respect to such Introduced Entities which Employee may have knowledge
as  a  result  of  the  Employee-Employer  relationship  made  possible  by this
Agreement,  and  in  addition  to  the  requirements of Article 5, the Employee:

     (a.)  will  keep  in  strictest  confidence,  both  during the term of this
Agreement  and  subsequent to termination of this Agreement, and will not during
the term of this Agreement or thereafter disclose or divulge to any person, firm
or  corporation,  or  use  directly  or  indirectly,  for his own benefit or the
benefit of others, any information which in good faith and good conscience ought
to  be  treated  as  confidential  information  including,  without  limitation,
information  relating  to  the  technical  or  business aspects developed by the
Company,  including,  inter alia, information as to sources of, and arrangements
for,  goods  and  services  supplied  to  customers  or  clients of the Company,
submission  and proposal procedures of the Company, customer or contact lists or
any  other  confidential information or trade secrets respecting the business or
affairs  of the Company which Employee may acquire or develop in connection with
or  as  a  result  of  the  performance  of  his  services  hereunder.

     (b.)   agrees  to  the  following  additional  restrictions upon Employee's
transaction  of  any, other, present and future, related or non-related business
with  Introduced Entities.  The nature of the information provided by Company to
him,  requires  Employee  to  work,  in many cases, directly with the Introduced
Entities,  including  those  named  or  disclosed  in  Proprietary  Information.
Employer and Employee jointly agree that work performed by Employee for Employer
is  such  that  Employee  would  not  have otherwise known about such Introduced
Entities",  which  he has met as a result of the Employment relationships.  This
does  not  include  persons or entities of which Employee already had knowledge.
It  is  jointly  agreed that such relationships are Proprietary Information, and
not  subject  to utilization by Employee during the course of this Agreement and
for  a  reasonable  term  as  provided  herein  thereafter,  as  follows:

     (i.)    Employee  agrees  not  to  enter  into  any  relationship  with  an
Introduced  Entity.  Employee  irrevocably  and  unconditionally agrees that all
such  relationships  (including  deals,  agreements,  employment,  or  any other
relationship) involving  Proprietary Information or with any Introduced Entities
which  result  from any Proprietary Information provided under this Agreement or
performance  by  Employee under this Agreement, are barred.  Employee  shall not
circumvent  Company  by  entering into or reaching any agreement between himself
(or  any  related entity) and any Introduced Entity, except as permitted by this
Agreement.


                                        7
<PAGE>
     (ii.)  Such restrictions upon non-circumvention shall continue  for Two (2)
years  from  the date hereof if the relationship with the Introduced Entity does
not  involve  any  Proprietary  Information.  If  such  relationship  involves
Proprietary Information, including the introduction having been made as a result
of  disclosure  of  the  Introduced Entity as part of the content of Proprietary
Information,  the restrictions shall continue for an indefinite term as provided
in  Article  7.

     (iii.)  Employee  specifically  represents  that  he  possesses  sufficient
knowledge  and  ability  so  that compliance with the provisions of this article
will  not  effectively  prohibit him from obtaining other employment should this
Agreement  terminate.

     In  the  event  of  an  actual  or  threatened  breach  by  Employee of the
provisions  of  this  Article,  Employer  shall be entitled to injunctive relief
restraining  the Employee from the breach or threatened breach, however, nothing
herein  shall  be  construed  as  prohibiting  Employer  from pursuing any other
remedies  available for such breach or threatened breach, including the recovery
of  damages  from  Employee.

                              7.  TERM  FOR  NONDISCLOSURE.
                                  ------------------------

     This  Article  shall  survive  Termination of this Agreement.  Employer and
Employee  agree  that  Proprietary  Information  is a valuable resource owned by
Employer. The confidentiality of such resource must be protected beyond the term
of  Employment  of  Employee.  It  is agreed that Employee shall be obligated to
keep  Proprietary  Information  confidential  as  provided  in  Articles 5 and 6
herein,  until  one  of  the  following  occurs:

     (a.)  Employer  notifies  Employee  in  writing  that  such  Proprietary
Information  is  no  longer  confidential.

     (b.)  Such  Proprietary  Information  is  disclosed in writing in a public,
non-confidential disclosure, and then only to the extent of the disclosure made,
and  to the extent that such disclosure is not made as a breach of any agreement
or obligation with Employer.  If such public disclosure relates to a requirement
of non-circumvention as provided in Article 6 of this Agreement, it shall NOT be
sufficient  for  the  term to run under this Article, that the public disclosure
details  business  between  Company  and  such  Introduced  Entity.

                                  8.  WARRANTY.
                                      --------

     Employee  acknowledges and agrees that any and all  Proprietary Information
is  provided without any representation or warranty, expressed or implied, as to
the  accuracy  or completeness and that the Company  expressly disclaims any and
all  liability  that  may  be  based on the information or any errors therein or
omissions  therefrom.  Employee  agrees  that  only  those  representations  and
warranties  made  to  Employee  in  writing  by  the  Company  in  any  executed
definitive  agreement  shall  have  any  legal  effect.


                                        8
<PAGE>
                              9.  CONSIDERATION.
                                  -------------

     Employee  acknowledges receipt of good and sufficient consideration to make
this  a  binding  agreement, which consideration is as follows: (i.)  Payment of
Ten Dollars ($l0.00) in cash, receipt of which is hereby acknowledged, and (ii.)
The payment from time to time of wages and such benefits (as provided in Article
2)  which at the discretion of the Employer may be provided (however, failure to
pay  wages  and  fail-ure  to  provide  benefits shall not be considered to be a
failure  of consideration or inadequate consideration, provided at least one pay
period  of  wages is paid by Employer to Employee), and (iii.) The  covenants of
Employer, including the contractual requirement of  indemnification, made herein
to  Employee.  By  signing  this  Agreement,  Employee  submits  that the agreed
consideration  is  good,  sufficient  and binding upon Employee for this to be a
good  and  valid  agreement.

                              10.  INDEMNIFICATION.
                                   ---------------

     Employer,  at  its  own  expense, shall defend, indemnify and hold Employee
harmless  from  any claim, demand, cause of action, debt or liability (including
attorneys'  fees)  to  the  extent  it  is based on a claim that Employee in the
course  of  this  Agreement,  infringed or violated the patent of a third party,
provided Company is notified promptly of such claim and provided that such claim
is  based  upon  the  Proprietary Information provided by Company. Company shall
have  the  right  to  control the defense in any such action and to enter into a
stipulation  of  discontinuance  and settlement of such claim in its discretion.

                         11.  STANDARD  OF  CONDUCT.
                              ---------------------

     Any  work  performed  by Employee under this Agreement is as an Employee of
the Company.  Employee is authorized to negotiate for Company as directed by the
Board  of  Directors  of  Company.  Employee  may sign agreements for Company as
directed  by  its Board of Directors.   It is the intention of the parties to at
all  times  conduct  themselves,  both  with  respect  to  activities under this
Agreement,  and  their  respective  business activities generally, in compliance
with  all  applicable  federal  and  state  laws.  The  mutual interests of both
parties to this Agreement require that both parties act in good faith to fulfill
the  intent  and  purpose  of  this  Agreement.

                         12.  INJUNCTIVE  RELIEF.
                              ------------------

     Employee  acknowledges  that  the  use  or  disclosure  of  the Proprietary
Information  in  a  manner  inconsistent  with this Agreement will cause Company
irreparable  damage  for which the remedies available at law would be inadequate
to  protect  the Company.  As such the Company shall have the right to equitable
and  injunctive  relief  to  prevent the unauthorized use or disclosure, and (in
addition  to  such  equity  relief)  to  such  damages as are occasioned by such
unauthorized  use  or  disclosure.  Employee  agrees in advance NOT to object to
the  granting  of  equitable  relief  (including  injunctions  and  specific
performance)  in  the  Company's,  favor  WITHOUT any proof by Company of actual
damages  and WITHOUT the posting of any bond. The aforementioned remedies are in
addition  to  all  other  remedies  available  to  the  Company.


                                        9
<PAGE>
     Employee hereby irrevocably and unconditionally consents and submits to the
exclusive  jurisdiction  of the courts of the State of Texas located in the City
of  Houston,  Texas  for  any  actions,  suits  or proceedings arising out of or
relating to this Agreement or any Transaction contemplated hereby, and Em-ployee
agrees NOT to commence any action, suit or proceeding relating thereto except in
such  a  court.  Employee agrees that service of any process, summons, notice or
document  by  U.S.  certified  mail,  postage prepaid, to your address set forth
hereinbelow  shall  be  effective  service  of  process  for  commencement  or
maintenance  of  any  proceeding  brought  against  Employee  in any such court.

                                  13. SEVERANCE
                                  -------------

Should Employee leave the Employment of Employer for any reason other than Cause
after  the  initial  term  of  Employment, Employer will pay to Employee two (2)
months  severance  pay.

                             14. GENERAL PROVISIONS.
                                 -------------------

     14.1  NO  WAIVER.  Employee's obligation(s)  as set forth in this Agreement
may  be  waived,  in whole or in part, by Employer. To be effective, a waiver by
the  Company  must be in writing, shall specifically refer to this Agreement and
the  obligation  being  waived,  and must be executed by an executive officer of
the Company, A waiver on one occasion will not be deemed a waiver of the same or
any  other  occasions  or  on  any future occasion. It is further understood and
agreed  that  no  failure or delay by Employer in exercising any right, power or
privilege  under this Agreement shall operate as a waiver thereof, nor shall any
single  or partial exercise preclude any other or further exercise of any right,
power  or  privilege  hereunder.

     14.2 NOTICES.  Any notice hereby required or permitted to be given shall be
sufficient  if  in  writing  and mailed by registered or certified mail, postage
prepaid, to either party at the address of such party set forth below or at such
other  address  as  shall  have  been  designated  by  written  notice  by  such
party  to  the  other  party.

Initially  such  notices  shall  be  sent  as  follows:

  If  by  Employer  to:

     Mr.  Kevin  Willcutts
     1927  Hawthorne  Street
     Houston,  Texas  77098

  If  by  Employee  to:

     Mr.  Marc  Ivan  Berens,  President
     Berens  Industries,  Inc.
     701  North  Post  Oak  Road,  Suite  350
     Houston,  Texas  77024


                                       10
<PAGE>
                         14.3  ENTIRE  CONTRACT.

     This Agreement shall constitute the entire contract between the parties and
supersedes  all  existing agreements between them, whether oral or written, with
respect  to  the  subject matter hereof. No change, modification or amendment of
this  Agreement,  which  is  to be binding upon Employer, shall be of any effect
unless  in  writing  signed  by  the  Employee  and by the Authorized Officer of
Employer.

                         14.4  GOVERNING  LAW.

     This  agreement  shall  be governed by the laws of the State of  Texas, and
without  regard  to any principles of conflicts of laws, the state (not federal)
courts  of  the  State  of  Texas  shall  have  jurisdiction  and  venue  over
controversies concerning interpretation of this Agreement.  Each party agrees to
be  solely  responsible  for  any  legal  fees incurred by it in connection with
negotiation  and  execution  of  this  Agreement, and represents that it owes no
commission  or  other  fee,  including  any  employment agency fee, to any other
entity  for  bringing  about  or  introduction  of  parties  to  this Agreement.

                         14.5  SEVERABILITY.

     Should  any  provision  of  this  Agreement  not  be  enforceable  in  any
jurisdiction,  the remainder of the Agreement shall not be affected thereby, and
this  Agreement  shall be interpreted as though the non-enforceable part was not
contained  herein.

                         14.6  ASSIGNMENT.

     This  Agreement  is  not  assignable  by  Employee,  because  Employer  is
contracting  for  the  personal  work of the Employee.  Employer may assign this
Agreement  to another entity. Upon assignment, Employer shall notify Employee in
writing.

Signed  in  Duplicate  by  the  Parties  hereto.

EMPLOYEE:                    Kevin  Willcutts


         6/1/99                 /s/Kevin Willcutts
DATED: -----------           By:-----------------------------



EMPLOYER:                    Berens  Industries,  Inc.

         6/1/99                 /s/Marc Berens
DATED: -----------           By:-----------------------------