Pledge Agreement Regarding 7,000,000 Shares of Berens Industries, Inc. Common Stock by Yolana Partnership, Ltd.

Summary

This agreement, dated July 18, 2001, involves Jeffrey Hansen (as President of Simkova, LLC, general partner of Yolana Partnership, Ltd.) pledging 7,000,000 shares of Berens Industries, Inc. (BEII) common stock to secure certain debts, as referenced in a Stock Exchange Agreement with BEII, Solis Communications Corporation, and its shareholders. If the pledged shares are returned within one year, Hansen agrees not to sell any of these shares. The agreement also allows for a stop transfer order and a restrictive legend on the share certificates. Manfred Sternberg acknowledges and agrees to these terms.

EX-10.5 7 doc7.txt EXHIBIT 10.5 July 18, 2001 Berens Industries, Inc. 701 N. Post Oak Road, Suite 350 Houston, Texas 77024 Dear Sirs: Pursuant to Section 6.1(c)(vi) of the Stock Exchange Agreement by and between Berens Industries, Inc. ("BEII"), Solis Communications Corporation, and the shareholders of Solis Communications Corp., I hereby agree and acknowledge that I have pledged 7,000,000 shares of BEII common stock to secure debts ("Pledged Shares"). Manfred Sternberg is aware that such shares have been pledged. If the Pledged Shares are returned within one year from the date hereof, I agree that I will not sell in any public or private transaction any of the Pledged Shares owned by Yolana Partnership, Ltd. I hereby consent to placing a stop transfer order with the transfer agent of BEII and placing a restrictive legend on any certificate representing any of the Pledged Shares. Sincerely, /S/ Jeffrey Hansen ----------------------------------- Jeffrey Hansen, President Simkova, LLC, as General Partner of Yolana Partnership, Ltd. Agreed and Acknowledged: /S/ Manfred Sternberg - ----------------------- Manfred Sternberg Date: 7/19/01 -------