CONSULTING  AGREEMENT

     This  Consulting  Agreement  dated  August  1, 2000 ("Agreement") is by and
between,  BERENS  INDUSTRIES,  INC.,  a  Nevada  corporation  ("Company") and G.
JAMIESON  BRYAN,  an  individual  ("Consultant").

                       W  I  T  N  E  S  S  E  T  H:
                       -  -  -  -  -  -  -  -  -  -

          WHEREAS,  Consultant desires to provide certain consulting services to
the  Company;  and

          WHEREAS, the Company and Consultant desire to set forth in writing the
terms  and  conditions  of  their  agreement;

          NOW,  THEREFORE,  in  consideration  of  the  premises  and the mutual
covenants,  agreements,  and considerations herein contained, the parties hereto
agree  as  follows:

     1.     Engagement.  Subject  to the terms and provisions of this Agreement,
            ----------
the  Company  hereby  affirms  the  engagement  of Consultant, as an independent
contractor,  to  provide  consulting  services.

     2.     Compensation.  For  certain services performed by Consultant for the
            ------------
Company,  the Company will issue to Consultant 500,000 shares of common stock of
the  Company  pursuant  to  a  S-8  Registration  Statement.

     3.     Status  Reports.  At the Company's written request, Consultant shall
            ---------------
prepare  and submit to the Company a written status report describing the status
of  any  sales  of  the  Company  Common  Stock  sold  hereby.

     4.     Term.  The  term of this Agreement shall commence on the date herein
            ----
and  shall  continue  at  will.

     5.     Miscellaneous.
            -------------

          (a)     Assignment.  All  of  the  terms, provisions and conditions of
                  ----------
this  Agreement  shall  be binding upon and shall inure to the benefit of and be
enforceable  by the parties hereto and their respective successors and permitted
assigns.  This  Agreement  shall not be assigned or transferred by either party,
nor  shall any interest herein be assigned, transferred, pledged or hypothecated
by  either  party  without  the  prior  written  consent  of  the  other  party.

          (b)     Applicable  Law.  This  Agreement  shall  be  construed  in
                  ---------------
accordance  with  and  governed  by  the  laws  of  the  State  of  Texas.


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          (c)     Entire  Agreement,  Amendments  and  Waivers.  This  Agreement
                  --------------------------------------------
constitutes  the entire agreement of the parties hereto and expressly supersedes
all prior and contemporaneous understandings and commitments, whether written or
oral,  with respect to the subject matter hereof.  No variations, modifications,
changes  or  extensions  of  this  Agreement  or any other terms hereof shall be
binding  upon  any  party hereto unless set forth in a document duly executed by
such  party  or  an  authorized  agent  or  such  party.

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

                              BERENS  INDUSTRIES,  INC.



                              By:  ______________________________
                                   Marc  I.  Berens,  PRESIDENT


                              G.  JAMIESON  BRYAN


                              ______________________________


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