CONSULTING AGREEMENT

     This  Consulting  Agreement  dated  August  1, 2000 ("Agreement") is by and
between,  BERENS  INDUSTRIES, INC., a Nevada corporation ("Company") and MANFRED
STERNBERG,  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,
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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 10,000 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.
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          (a)     Assignment.  All  of  the  terms, provisions and conditions of
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     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.

          (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.


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     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


                              MANFRED  STERNBERG



                              ______________________________


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