BERENS INDUSTRIES INC, S-8, 1999-10-08

BERENS INDUSTRIES INC
S-8, 1999-10-08
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<PAGE>

As filed with the Securities and Exchange Commission on October 8, 1999

Registration no. 333-__________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
Registration Statement
Under the Securities Act of 1933

--------------------------------

BERENS INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)

NEVADA 87-05065948
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)

701 N. Post Oak Road, Suite 350 Marc I. Berens
Houston, Texas 77024 701 N. Post Oak Road, Suite 350
(713) 682-7400 Houston, Texas 77024
(Address, including zip code, and (713) 682-7400
telephone number, including (Name, address, including zip code,
area code, of registrant's and telephone number, including
principal executive offices) area code, of agent for service)

THOMAS C. PRITCHARD CONSULTING AGREEMENT
MANFRED STERNBERG NON-QUALIFIED OPTION AGREEMENT
STEPHANIE GUSTAFSON NON-QUALIFIED OPTION AGREEMENT
DEBRA TRITT NON-QUALIFIED OPTION AGREEMENT

(Full Title of the Plans)

_________________

copy to:
Thomas C. Pritchard
Brewer & Pritchard, P.C.
1111 Bagby, 24th Floor
Houston, Texas 77002
Phone (713) 209-2950
Fax (713) 659-2430

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT BEING OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.001 per share................. 66,750 $2.625 $175,219 $49
- -----------------------------------------------------------------------------------------------------------
TOTAL $49
===========================================================================================================
</TABLE>

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
number of shares of the issuer's Common Stock registered hereunder will be
adjusted in the event of stock splits, stock dividends or similar
transactions.

(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h), on the basis of the high and low
prices of the Common Stock as reported by the OTC Electronic Bulletin Board
on October 7, 1999.
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by the company with the SEC are
incorporated herein by reference:

1. The company's latest annual report filed pursuant to Section 13(a) or
15(d) of the Exchange Act of 1934, or, either (1) the company's latest
prospectus filed pursuant to Rule 424(b) under the Securities Act that contains
audited financial statements for the company's latest fiscal year for which such
statements have been filed, or (2) the company's effective registration
statement on Form 10-SB filed under the Exchange Act containing audited
financial statements for the company's latest fiscal year;

2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (1) above; and

3. The description of the common stock that is contained in a
registration statement or amendment thereto filed under Section 12 of the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.

All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to the registration statement which indicates that all
shares of common stock offered have been sold or which deregisters all of such
shares then remaining unsold, shall be deemed to be incorporated by reference in
the registration statement and to be a part thereof from the date of filing of
such documents.

ITEM 4. DESCRIPTION OF SECURITIES

Not Applicable

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

Brewer & Pritchard, P.C., counsel to the company, has passed upon the
legality under the law of the State of Nevada, the state in which the company is
incorporated, of the common stock of the company being offered hereby.
Principals of Brewer & Pritchard, P.C. own 50,000 shares of the company's common
stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 78.7502 of the Nevada General Corporation Law allows the Company to
indemnify any person who was or is threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding by reason of the
fact that he or she is or was a director, officer, employee, or agent of the
Company or is or was serving at the request of the Company as a director,
officer, employee, or agent of any corporation, partnership, joint venture,
trust or other enterprise. The Company may advance expenses in connection with
defending any such proceeding, provided the indemnitee undertakes to pay any
amounts if it is later determined that the person was not entitled to be
indemnified by the Company.

II-1
<PAGE>

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Any restricted securities to be offered or resold pursuant to this
registration statement were issued pursuant to an exemption under Section 4(2)
of the Securities Act, as a non-public offering of securities.

ITEM 8. EXHIBITS

The following exhibits are filed as part of this registration statement:

EXHIBIT NO. IDENTIFICATION OF EXHIBIT
- ----------- -------------------------

4.1(2) -- Common Stock Specimen
5.1(1) -- Opinion Regarding Legality
10.1(1) -- Thomas C. Pritchard Consulting Agreement
10.2(1) -- Manfred Sternberg Non-Qualified Option Agreement
10.3(1) -- Stephanie Gustafson Non-Qualified Option Agreement
10.4(1) -- Debra Tritt Non-Qualified Option Agreement
23.1(1) -- Consent of Counsel (included in Exhibit 5.1)
23.2(1) -- Consent of Ham, Langston, & Brezina, independent public
accountants
_____________________
(1) Filed herewith.
(2) Filed previously on registration statement Form 10-SB SEC File No.0-22711

ITEM 9. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

i. To include any prospectus required by Section 10(a)(3) of
the Securities Act;

ii. To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the
effective registration statement; and

iii. To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.

Provided, however, that paragraphs (a)(1)(i) and (ii) do
not apply if the registration statement is on Form S-3 or
Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the SEC by
the registrant pursuant to

II-2
<PAGE>

Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

II-3
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 1st day of October,
1999.

BERENS INDUSTRIES, INC.

By /s/ Marc I. Berens
-------------------------------------------
MARC I. BERENS, Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated:

Signature Title Date
- --------- ----- ----

/s/ Marc I. Berens Chief Executive Officer October 1, 1999
- ------------------- and Director
MARC I. BERENS

/s/ Yolana Berens Director October 1, 1999
- -------------------
YOLANA BERENS

/s/ William Ranshaw Director October 1, 1999
- --------------------
WILLIAM RANSHAW

II-4

<PAGE>

EXHIBIT 5.1

October 8, 1999

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

Re: Berens Industries, Inc.
Registration Statement on Form S-8

Gentlemen:

We have represented Berens Industries, Inc., a Nevada corporation
("Company"), in connection with the preparation of a registration statement
filed with the Securities and Exchange Commission on Form S-8 ("Registration
Statement") relating to the proposed issuance of up to 66,750 shares ("Shares")
of the Company's common stock, par value $.001 per share ("Common Stock") upon
the exercise of options issued pursuant to certain agreements ("Plans") attached
as exhibits to the Registration Statement. In this connection, we have examined
originals or copies identified to our satisfaction of such documents, corporate
and other records, certificates, and other papers as we deemed necessary to
examine for purposes of this opinion, including but not limited to the Plans,
the Certificate of Incorporation of the Company, the Bylaws of the Company, and
resolutions of the Board of Directors of the Company.

We are of the opinion that the Shares will be, when issued pursuant to the
Plans, legally issued, fully paid and nonassessable.

We hereby consent to the filing of this Opinion as an Exhibit to the
Registration Statement.

Very truly yours,

BREWER & PRITCHARD, P.C.

[SIGNATURE OF BREWER & PRITCHARD, P.C. APPEARS HERE]

<PAGE>

EXHIBIT 10.1

CONSULTING AGREEMENT

This Consulting Agreement dated September 20, 1999 ("Agreement") is by and
between, BERENS INDUSTRIES, INC., a Nevada corporation ("Company") and THOMAS C.
PRITCHARD, P.C., 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 general legal 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 in full force and effect for a period of six months.

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.
<PAGE>

(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________________________________________
Name______________________________________
Title_____________________________________

THOMAS C. PRITCHARD

___________________________________________

<PAGE>

EXHIBIT 10.2

NONQUALIFIED STOCK OPTION AGREEMENT

This Nonqualified Stock Option Agreement (this "Agreement") is entered into
between National Air Corporation, a Nevada corporation (the "Company"), and
Manfred Sternberg (the "Optionee") this ____ day of July, 1999. This Agreement
is in consideration of the Optionee's employment with the Company. In
consideration of the mutual promises and covenants made herein, the parties
hereby agree as follows:

1. GRANT OF OPTION. The Company grants to the Optionee an option (this
"Option") to purchase from the Company all or any part of a total of 26,750
shares (collectively, the "Option Shares) of the common stock, par value $0.001
per share, of the Company (the "Common Stock"), at a price of $.01 per share.
The Option is granted as of the date hereof.

2. CHARACTER OF OPTION. This Option is not an "incentive stock option"
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").

3. TERM. This Option will expire at the close of business, on July 19,
2004, (the "Option Termination Date").

4. CONDITIONS PRECEDENT. The Company will not issue or deliver any
certificate for Option Shares pursuant to the exercise of this Option prior to
fulfillment of all of the following conditions:

(a) The admission of the Option Shares to listing on all stock exchanges on
which the Common Stock is then listed, unless the Company determines in its sole
discretion that such listing is neither necessary nor advisable;

(b) The completion of any registration or other qualification of the sale
of the Option Shares under any federal or state law or under the rulings or
regulations of the Securities and Exchange Commission or any other governmental
regulatory body that the Company in its sole discretion deems necessary or
advisable; and

(c) The obtaining of any approval or other clearance from any federal or
state governmental agency that the Company in its sole discretion determines to
be necessary or advisable.

5. VESTING. Subject to the provisions of this Agreement, the Option will
vest in its entirety upon execution of this Agreement (all of such fully vested
Option Shares being hereinafter referred to collectively as the "Vested
Shares"). The Optionee shall have the right to exercise this Option with respect
to all Vested Shares at any time and from time to time until the Option

1
<PAGE>

Termination Date, provided that this Option may not be exercised with respect to
any fractional shares.

6. PROCEDURE FOR EXERCISE. Exercise of this Option or a portion hereof
shall be effected by the Optionee's giving of written notice to the Company at
the offices of the Company located at 701 N. Post Oak Road, Suite 350, Houston,
Texas 77024, and paying the purchase price prescribed in Section I above for the
Option Shares to be acquired pursuant to the exercise.

7. PAYMENT OF PURCHASE PRICE. The purchase price for any Option Shares
purchased will be paid at the time of exercise of this Option either (i) in
cash, (ii) by certified or cashier's check, or (iii) in any other form of valid
consideration, as permitted by the Company in its sole discretion at the time of
exercise.

8. ACCELERATION IN CERTAIN EVENTS. Notwithstanding any provision of this
Option Agreement to the contrary, the following provisions will apply:

(a) Mergers and Reorganizations. If the Company or its shareholders enter
into an agreement to dispose of all or substantially all of the assets of the
Company by means of a sale, merger or other reorganization, liquidation or
otherwise in a transaction in which the Company is not the surviving
corporation, this Option will become immediately exercisable with respect to the
full number of shares subject to this Option during the period commencing as of
the date of the agreement to dispose of all or substantially all of the assets
of the Company and ending when the disposition of assets contemplated by that
agreement is consummated; provided, however, that no Option will be immediately
exercisable under this Section on account of any agreement of merger or other
reorganization when the shareholders of the Company immediately before the
consummation of the transaction will own at least fifty percent of the total
combined voting power of all classes of stock entitled to vote of the surviving
entity immediately after the consummation of the transaction. This Option will
not become immediately exercisable if the transaction contemplated in the
agreement is a merger or reorganization in which the Company will survive.

(b) Change in Control. In the event of a change in control of the Company,
this Option will become immediately exercisable. The term "change in control"
for purposes of this Section refers to the acquisition after the effective date
of this Option Agreement of the beneficial ownership of 50% or more of the
outstanding voting securities of the Company by any person or by persons acting
as a group within the meaning of Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") (other than an acquisition by (i) a
person or group meeting the requirements of clauses (i) and (ii) of Rule 13d-
1(b)(1) promulgated under the Exchange Act, or (ii) any employee pension benefit
plan (within the meaning of Section 3(2) of ERISA) of the Company or of its
Subsidiaries (as outlined in Section 424(f) of the Code), including a trust
established pursuant to such plan); provided, however, that no change in control
will be deemed to have occurred (i) if prior to the acquisition of, or offer to
acquire, 50% or more of the voting securities of the Company, the full Board of
Directors of the Company has adopted by not less than two-thirds vote

2
<PAGE>

a resolution specifically approving such acquisition or offer or (ii) from (A) a
transfer of the Company's voting securities by any person who beneficially owns
more than 50% of the Company's outstanding voting securities on the effective
date of this Option (an "Existing Holder") to (i) a member of the Existing
Holder's immediate family (within the meaning of Rule 16a-1(e) of the Exchange
Act) either during the Existing Holder's lifetime or by will or the laws of
descent and distribution; (ii) any trust as to which an Existing Holder or a
member (or members) of an Existing Holder's immediate family (within the meaning
of Rule 16a-l(e) of the Exchange Act) is the beneficiary; (iii) any trust as to
which an Existing Holder is the settlor with sole power to revoke; (iv) any
entity over which an Existing Holder has the power, directly or indirectly, to
direct or cause the direction of the management and policies of the entity,
whether through the ownership of voting securities, by contract or otherwise; or
(v) any charitable trust. foundation or corporation under Section 501(c)(3) of
the Code that is funded by an Existing Holder, or any corporation or other
entity all the voting securities of which are owned by such a charitable trust,
foundation or corporation; or (B) the acquisition of voting securities of the
Corporation by either (i) an Existing Holder or (ii) a person, trust or other
entity described in the foregoing clauses (A)(i)-(v) of this clause (ii). The
term "person" for purposes of this Section refers to an individual or a
corporation. partnership. trust, association joint venture, pool, syndicate,
sole proprietorship, unincorporated organization or any other form of entity not
specifically listed herein.

9. TAX WITHHOLDING.

(a) Condition Precedent. The issuances of Option Shares pursuant to the
exercise of this Option are subject to the condition that if at any time the
Company determines, in its discretion, that the satisfaction of withholding tax
or other withholding liabilities under any federal, state or local law is
necessary or desirable as a condition of, or in connection with such issuances,
then the issuances will not be effective unless the withholding has been
effected or obtained in a manner acceptable to the Company.

(b) Manner of satisfying Withholding Obligation. When the Optionee is
required to pay to the Company an amount required to be withheld under
applicable income tax laws in connection with the purchase of Option Shares upon
exercise of this Option, such payment may be made (i) in cash, (ii) by check, or
(iii) in any other form of valid consideration, as permitted by the Company in
its discretion.

10. TRANSFERABILITY. This Option shall not be transferable other than
pursuant to a qualified domestic relations order, by will or by the laws of
descent and distribution.

11. ADJUSTMENT. If the outstanding Common Stock is increased, decreased,
changed into or exchanged for a different number or kind of shares or securities
through merger, consolidation, combination, exchange of shares, other
reorganization, recapitalization, reclassification, stock dividend, stock split
or reverse stock split, an appropriate and proportionate adjustment will be made

3
<PAGE>

in the number or kind of shares purchasable under any unexercised portion of
this Option. Any such adjustment will be made without change in the aggregate
purchase price applicable to the unexercised portion of this Option, but with a
corresponding adjustment in the purchase price for each Option Share purchasable
under this Option. The foregoing adjustments and the manner of application of
the foregoing provisions will be determined solely by the Company, and any such
adjustment may provide for the elimination of fractional share interests.

12. AMENDMENT. This Agreement may be amended by an instrument in writing
signed by both the Company and the Optionee.

13. COMPLIANCE WITH SECURITIES LAWS. Option Shares will not be issued
unless the issuance and delivery of the Option Shares (and the exercise of this
Option, if applicable) compiles with all relevant provisions of federal and
state law, including, without limitation, the Securities Act of 1933, as
amended, the rules and regulations promulgated thereunder and the requirements
of any stock exchange upon which the Option Shares may then be listed, and will
be further subject to the approval of counsel for the Company with respect to
such compliance. The Optionee agrees to furnish evidence satisfactory to the
Company, including, without limitation, a written and signed representation
letter and consent to be bound by any transfer restrictions imposed by law,
legend, condition or otherwise, and a representation that the Option Shares are
being acquired only for investment and without any present intention to sell or
distribute the Option Shares in violation of any federal or state law, rule or
regulation. Further, the Optionee consents to the imposition of a legend on the
certificate representing the Option Shares issued pursuant to the exercise of
this option restricting their transferability as required by law or by this
Section.

4
<PAGE>

14. MISCELLANEOUS. This Agreement will be construed and enforced in
accordance with the laws of the State of Texas, excluding any principle or
provision thereof that would require application of the laws of any other
jurisdiction, and will he binding upon and inure to the benefit of any successor
or assign of the Company and any executor, administrator, trustee, guarantor or
other legal representative of the Optionee.

THE COMPANY:

NATIONAL AIR CORPORATION

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

THE OPTIONEE:

/s/ Manfred Sternberg
-------------------------------------
Manfred Sternberg

----------------------------------

<PAGE>

EXHIBIT 10.3

NONQUALIFIED STOCK OPTION AGREEMENT

This Nonqualified Stock Option Agreement (this "Agreement") is entered into
between National Air Corporation, a Nevada corporation (the "Company"), and
Stephanie Gustafson (the "Optionee") this 23/rd/ day of July, 1999. This
Agreement is in consideration of the Optionee's employment with the Company. In
consideration of the mutual promises and covenants made herein, the parties
hereby agree as follows:

1. GRANT OF OPTION. The Company grants to the Optionee an option (this
"Option") to purchase from the Company all or any part of a total of 20,000
shares (collectively, the "Option Shares) of the common stock, par value $0.001
per share, of the Company (the "Common Stock"), at a price of $.01 per share.
The Option is granted as of the date hereof.

2. CHARACTER OF OPTION. This Option is not an "incentive stock option"
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").

3. TERM. This Option will expire at the close of business, on July 19,
2004, (the "Option Termination Date").

4. CONDITIONS PRECEDENT. The Company will not issue or deliver any
certificate for Option Shares pursuant to the exercise of this Option prior to
fulfillment of all of the following conditions:

(c) The obtaining of any approval or other clearance from any federal or
state governmental agency that the Company in its sole discretion determines to
be necessary or advisable.

1
<PAGE>

Option with respect to all Vested Shares at any time and from time to time until
the Option Termination Date, provided that this Option may not be exercised with
respect to any fractional shares.

8. ACCELERATION IN CERTAIN EVENTS. Notwithstanding any provision of this
Option Agreement to the contrary, the following provisions will apply:

2
<PAGE>

(i) if prior to the acquisition of, or offer to acquire, 50% or more of the
voting securities of the Company, the full Board of Directors of the Company has
adopted by not less than two-thirds vote a resolution specifically approving
such acquisition or offer or (ii) from (A) a transfer of the Company's voting
securities by any person who beneficially owns more than 50% of the Company's
outstanding voting securities on the effective date of this Option (an "Existing
Holder") to (i) a member of the Existing Holder's immediate family (within the
meaning of Rule 16a-1(e) of the Exchange Act) either during the Existing
Holder's lifetime or by will or the laws of descent and distribution; (ii) any
trust as to which an Existing Holder or a member (or members) of an Existing
Holder's immediate family (within the meaning of Rule 16a-l(e) of the Exchange
Act) is the beneficiary; (iii) any trust as to which an Existing Holder is the
settlor with sole power to revoke; (iv) any entity over which an Existing Holder
has the power, directly or indirectly, to direct or cause the direction of the
management and policies of the entity, whether through the ownership of voting
securities, by contract or otherwise; or (v) any charitable trust. foundation or
corporation under Section 501(c)(3) of the Code that is funded by an Existing
Holder, or any corporation or other entity all the voting securities of which
are owned by such a charitable trust, foundation or corporation; or (B) the
acquisition of voting securities of the Corporation by either (i) an Existing
Holder or (ii) a person, trust or other entity described in the foregoing
clauses (A)(i)-(v) of this clause (ii). The term "person" for purposes of this
Section refers to an individual or a corporation. partnership. trust,
association joint venture, pool, syndicate, sole proprietorship, unincorporated
organization or any other form of entity not specifically listed herein.

9. TAX WITHHOLDING.

10. TRANSFERABILITY. This Option shall not be transferable other than
pursuant to a qualified domestic relations order, by will or by the laws of
descent and distribution.

11. ADJUSTMENT. If the outstanding Common Stock is increased, decreased,
changed into or exchanged for a different number or kind of shares or securities
through merger, consolidation,

3
<PAGE>

combination, exchange of shares, other reorganization, recapitalization,
reclassification, stock dividend, stock split or reverse stock split, an
appropriate and proportionate adjustment will be made in the number or kind of
shares purchasable under any unexercised portion of this Option. Any such
adjustment will be made without change in the aggregate purchase price
applicable to the unexercised portion of this Option, but with a corresponding
adjustment in the purchase price for each Option Share purchasable under this
Option. The foregoing adjustments and the manner of application of the foregoing
provisions will be determined solely by the Company, and any such adjustment may
provide for the elimination of fractional share interests.

12. AMENDMENT. This Agreement may be amended by an instrument in writing
signed by both the Company and the Optionee.

4
<PAGE>

THE COMPANY:

NATIONAL AIR CORPORATION

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

THE OPTIONEE:

/s/ Stephanie Gustafson
------------------------------------------
Stephanie Gustafson

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EXHIBIT 10.4

NONQUALIFIED STOCK OPTION AGREEMENT

This Nonqualified Stock Option Agreement (this "Agreement") is entered into
between National Air Corporation, a Nevada corporation (the "Company"), and
Debra Tritt (the "Optionee") this ____ day of July, 1999. This Agreement is in
consideration of the Optionee's employment with the Company. In consideration
of the mutual promises and covenants made herein, the parties hereby agree as
follows:

2. CHARACTER OF OPTION. This Option is not an "incentive stock option"
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").

3. TERM. This Option will expire at the close of business, on July 19,
2004, (the "Option Termination Date").

4. CONDITIONS PRECEDENT. The Company will not issue or deliver any
certificate for Option Shares pursuant to the exercise of this Option prior to
fulfillment of all of the following conditions:

(c) The obtaining of any approval or other clearance from any federal or
state governmental agency that the Company in its sole discretion determines to
be necessary or advisable.

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Termination Date, provided that this Option may not be exercised with respect to
any fractional shares.

8. ACCELERATION IN CERTAIN EVENTS. Notwithstanding any provision of this
Option Agreement to the contrary, the following provisions will apply:

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9. TAX WITHHOLDING.

10. TRANSFERABILITY. This Option shall not be transferable other than
pursuant to a qualified domestic relations order, by will or by the laws of
descent and distribution.

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12. AMENDMENT. This Agreement may be amended by an instrument in writing
signed by both the Company and the Optionee.

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THE COMPANY:

NATIONAL AIR CORPORATION

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

THE OPTIONEE:

/s/ Debra Tritt
---------------------------------------
Debra Tritt

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EXHIBIT 23.2

Ham, Langston & Brezina, L.L.P.
Certified Public Accountants

CONSENT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
Berens Industries, Inc.

We consent to the use of our Report dated August 25, 1999, relating to the
financial statements of BerensGallery.com, Inc. as of June 15, 1999 incorporated
by reference herein.

/s/ Ham, Langston & Brezina, L.L.P.

October 8, 1999
Houston, Texas