SECURITIES AND EXCHANGE COMMISSION
                                    Washington, D.C. 20549
                                  ---------------------------
                             POST EFFECTIVE AMENDMENT NUMBER THREE
                                           FORM S-8
                                 REGISTRATION STATEMENT UNDER
                                 THE SECURITIES ACT OF 1933
                                  ---------------------------

                                     DARK DYNAMITE, INC.
                                     -------------------
                    (Exact name of registrant as specified in its charter)


        Nevada                                               65-1021346
        --------                                        -----------------
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)


            63 West 400 South, 2nd Fl Studio, Salt Lake City, Utah 84101
            ------------------------------------------------------------
                       (Address of principal executive offices)

                 The Amended 2004 Benefit Plan of Dark Dynamite, Inc..
                 -----------------------------------------------------
                               (Full title of the plan)


     LaVonne Frost, 1414 East Telegraph Street, Carson City, Nevada
     89701 (Name, address, including zip code, of agent for service)

                     Telephone number for Issuer:  (801) 746-3435

<TABLE>
<S>                              <C>            <C>                     <C>                   <C>

                         CALCULATION OF REGISTRATION FEE

Title of Securities to be   Amounts to be   Proposed Maximum      Proposed Maximum       Amount of
Registered                  Registered      Offering Price Per    Aggregate Offering     Registration
                                            Share(1) Price Fee
Common Stock, 0.001 par      1,000,000,000        0.0004               $ 400,000         $ 50.68
value
=========================== ==============  ====================  =====================  ==============

(1)     Bona fide estimate of maximum offering price solely for calculating the
        registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
        based on the average bid and asked price of the registrant's common
        stock as of October 20th, 2004, a date within five business days prior
        to the date of filing of this registration statement.

        In addition, pursuant to Rule 416 (c) under the Securities Act of 1933,
        this Registration Statement also covers an indeterminate amount of
        interests to be offered or sold pursuant to the Plan described herein.
</TABLE>



                                              1

<PAGE>



                          Post Effective Amendment Number Two to the
                           2004 Benefit Plan of Dark Dynamite, Inc.


This Post Effective Amendment No. Three is being filed to reflect that the
Board of Directors of Dark Dynamite, Inc. (the "Company") have amended The
2004 Benefit Plan of Dark Dynamite, Inc., as filed by the Company in an
S-8 Registration Statement on May 20th, 2004, file no. 333-115690, and as
amended, August 12, 2004, file no. 333-118150, and September 28,2004, file
no. 333-119334, each of which is incorporated herein by reference.  This
third amendment will increase the number of shares to be included in the
plan from Four Hundred Fifty Million (450,000,000) shares, to One
Billion-Four Hundred-Fifty Million (1,450,000,000).  The third amendment to
the 2004 Benefit Plan of Dark Dynamite, Inc. is filed as Exhibit "A" hereto.
The additional One Billion (1,000,000,000) shares are being registered hereby.

Item 8. Exhibits.

        The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 4.





                                              2

<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, on October 21, 2004.



                                 By: /s/ Jared D. Gold
                              -----------------------------------------------
                               Jared D. Gold, as President


        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Signature                       Title                               Date

   /s/ Jared D. Gold           President               October 21, 2004
----------------------
    Jared D. Gold










                                          3

<PAGE>





INDEX TO EXHIBITS

<TABLE>
<S>                 <C>                         <C>                                     <C>
                                                                                      Page
Exhibits         SEC Ref. No.               Description of Exhibit

A                   23(a)        Consent of Accountant                                 5
B                     4          Amendment to 2004 Benefit Plan of Dark                6
                                 Dynamite, Inc.
C                  5, 23(b)      Opinion and consent of Counsel with respect to the    7
                                 legality of the issuance of securities being issued


</TABLE>




























                                              4

<PAGE>



Exhibit A


Mike Bongiovanni
Greentree Financial Group, Inc.
21311 W. Catawaba Avenue
Cornelius, North Carolina 28031


                  CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Dark Dynamite, Inc. Salt Lake City, Utah

We consent to the incorporation by reference of our reports and to all
references to our firm included in this Post Effective Amendment Number Three
to the Registration Statement on Form S-8 of Dark Dynamite, Inc. The amendment
provides for the registration and issuance of up to 1,000,000,000 additional
shares of common stock of Dark Dynamite pursuant to the 2004 Benefit Plan of
Dark Dynamite, Inc. Our report dated April, 24 2004, incorporates by reference
our audit of the financial statements of NCI n/k/a Dark Dynamite which was
included as an exhibit in NCI=s n/k/a Dark Dynamite Annual Report on Form
10-KSB for the year ended December 31, 2003.


/s/ Bongiovanni & Associates

Bongiovanni & Associates, P.A.
October 20, 2004



























                                      Exhibit B.



                                           5

<PAGE>



                 POST EFFECTIVE AMENDMENT NUMBER THREE TO THE THE 2004
                         BENEFIT PLAN OF Dark Dynamite, Inc.

Effective this 21st day of October, 2004, Paragraphs 3 and 13 of the
2004 Benefit Plan of Dark Dynamite, Inc. shall be and hereby are amended to
read as follows:

3. Shares of Stock Subject to this Plan. A total of One Billion-Four
Hundred-Fifty Million (1,450,000,000) shares of Stock may be subject to, or
issued pursuant to, Benefits granted under this Plan. If any right to acquire
Stock granted under this Plan is exercised by the delivery of shares of Stock
or the relinquishment of rights to shares of Stock, only the net shares of
Stock issued (the shares of stock issued less the shares of Stock surrendered)
shall count against the total number of shares reserved for issuance under
the terms of this Plan.

13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate
on the earlier of the date that is five years from the date first appearing
in this Plan or the date on which the last of the 1,450,000,000 shares are
issued hereunder.


    ATTEST:

   /S/ Jared D. Gold
Jared D. Gold, President



                                          6

<PAGE>




Exhibit C


                                  ALEX M. BUSTOS
                              268 West 400 South
                                   Third Floor   Phone: (801) 575-8073 ext 127
 Attorney at Law         Salt Lake City, Utah 84101  Facsimile: (801) 575-8092
* Admitted only  in Texas


October 21, 2004

Board of Directors
Dark Dynamite, Inc.
268 West 400 South, Suite 300
Salt Lake City, Utah 84101

Re:     Legality and Authorization of Shares Issued Under Form S-8
Registration Statement

Gentlemen:

  I have acted as special counsel for Dark Dynamite, Inc., a Nevada
corporation (the "Company"), in the limited capacity of rendering an opinion
regarding the legality and authorization of the shares proposed to be
registered under an amended registration statement on Form S-8 (the
"Registration Statement") originally filed on May 20, 2004, and previously
amended, August 12, 2004, and September 28, 2004. The proposed amendment is
to be filed with the Securities and Exchange Commission ("the Commission")
under the Securities Act of 1933, as amended, ("the Act"). The Company is
registering a Post Effective Amendment to the Benefit Plan entitled "The
2004 Benefit Plan of Dark Dynamite, Inc." (the "Benefit Plan") pursuant
to which the Company will authorized the issuance of an additional One
Billion (1,000,000,000) shares of the Company's common stock, par value
$.001 (the "Shares").

        In connection with the preparation of this Opinion, I have examined
the following:

        1.     The Company's Articles of Incorporation and amendments thereto
               and Bylaws as submitted to me by the Company pursuant to my
               request for same;

        2.     The Registration Statement herein referenced;

        3.     The Board of Directors Resolution, dated October 20, 2004,
               authorizing and approving the Company's Post Effect Amendment
               No.Three to The 2004 Benefit Plan and the preparation
               of the Registration Statement;

        4. The Company's Section 10(a) Prospectus for the Registration
Statement;

        5. The Company's Form 10-KSB for the fiscal year ended December 31,
2003;


                                          7

<PAGE>





        6. The Company's Form 10-QSB for the quarter ended March 31, 2004;

        7. The Company's Form 10-KSB for the quarter ended June 30, 2004;

        8. Such other documents as I have deemed necessary for the purposes of
this Opinion.

        Additionally, I have made such investigations of federal law as I have
considered necessary and appropriate to form a basis for this opinion. My
opinion is qualified by the scope of the review specified herein and I make no
representations as to the sufficiency of my investigation for this opinion. I
further expressly exempt from this opinion any representations as to the
completeness, adequacy, accuracy or any other aspect of the financial
statements incorporated in the Registration Statement.

        The documentation and representations provided to me for this opinion
by the Company and its duly authorized representatives indicate that the
Company is validly organized under the laws of the State of Nevada; the
Company is current in its filings with the Commission; the Company's Board
of Directors has authorized the Benefit Plan; the Company's Board of Directors
has authorized the filing of the Post Effective Amended Registration Statement;
and that the total of 1,450,000,000 shares to be included in the Registration
Statement are available for issuance based upon corporate documentation
and on the amount of shares actually issued and outstanding. As such, I
am of the opinion that the Shares herein referenced have been duly and
validly authorized and that subject to compliance with all provisions of
the Plan, the Shares will be validly issued as fully paid and non-assessable
shares of common stock in the Company.

        This opinion is based upon and subject to the qualifications and
limitations specified below:

        (A) Certain of the remedial provisions of the 2004 Benefit Plan may be
        further limited or rendered unenforceable by other applicable laws and
        interpretations.

        (B) In rendering the opinion that the shares of the Common Stock to be
        registered pursuant to the Registration Statement and issued under the
        Benefit Plan will be validly issued, fully paid and non-assessable, I
        assumed that: (1) the Company's Board of Directors has exercised good
        faith in establishing the value paid for the Shares; (2) all issuances
        and cancellations of the capital stock of the Company will be fully and
        accurately reflected in the Company's Stock Records as provided by the
        Company's transfer agent; and (3) the consideration, as determined by
        the Company's Board of Directors, to be received in exchange for each
        issuance of common stock of the Company, has been paid in full and
        actually received by the Company.

        (C) I have made no independent verification of the facts asserted to be
        true and accurate by authorized representatives of the Company and have
        assumed that no person or entity has engaged in fraud or
        misrepresentation regarding the inducement relating to, or the
        execution or delivery of, the documents reviewed.

        (D) In rendering this opinion I have assumed that all signatures are
        genuine, that all documents submitted to me as copies conform
        substantially to the originals, that all documents have been duly
        executed on or as of the date represented on the documents, that
        execution and delivery of the documents was duly authorized on the part
        of the parties, that all documents are legal, valid and binding on the
        parties and that all corporate records are


                                               8

<PAGE>



        complete.

        (E) I have assumed that the Company is satisfying the substantive
        requirements of Form S-8 and I expressly disclaim any opinion regarding
        the Company's compliance with such requirements, whether they are of
        federal or state origin, or any opinion as to the subsequent
        tradeability of any Shares issued pursuant to the Benefit Plan.

        (F) I am admitted to practice law in the State of Texas. I am not
        admitted to practice law in the State of Nevada, or in any other
        jurisdiction where the Company may own property or transact business.
        This opinion is with respect to federal law only and I have not
        consulted legal counsel from any other jurisdiction for the purpose of
        the opinion contained herein. I expressly except from this opinion any
        opinion as to whether or to what extent a Nevada court or any other
        court would apply Nevada law, or the law of any other state or
        jurisdiction, to any particular aspect of the facts, circumstances and
        transactions that are the subject of this opinion.

        (G) This opinion is strictly limited to the parameters contained and
        referenced herein and is valid only as to the signature date with
        respect to the same. I assume no responsibility to advise you of any
        subsequent changes or developments which might affect any aspect to
        this opinion.

        I hereby consent to the use of this opinion as an exhibit to the
        Registration Statement. This opinion may not be used, relied upon,
        circulated, quoted or otherwise referenced in whole or in part for any
        purpose without my written consent.

        Sincerely,

        /s/
        Alex M. Bustos







                                       9

<PAGE>
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{"company-data": {"conformed-name": "DARK DYNAMITE, INC", "cik": "0000830664", "assigned-sic": "2300", "irs-number": "651021346", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-119886", "film-number": "041090892"}, "business-address": {"street1": "61 WEST 100 SOUTH", "street2": "SECOND FLOOR STUDIO", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101", "phone": "801-575-8073"}, "mail-address": {"street1": "268 WEST 400 SOUTH, SUITE 300", "street2": "SUITE 300", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101"}, "former-company": [{"former-conformed-name": "NCI HOLDINGS INC", "date-changed": "20030722"}, {"former-conformed-name": "VECTOR HOLDINGS CORP", "date-changed": "20000717"}, {"former-conformed-name": "VECTOR AEROMOTIVE CORP", "date-changed": "19920703"}]}
SECURITIES AND EXCHANGE COMMISSION
                                    Washington, D.C. 20549
                                  ---------------------------
                             POST EFFECTIVE AMENDMENT NUMBER THREE
                                           FORM S-8
                                 REGISTRATION STATEMENT UNDER
                                 THE SECURITIES ACT OF 1933
                                  ---------------------------

                                     DARK DYNAMITE, INC.
                                     -------------------
                    (Exact name of registrant as specified in its charter)

        Nevada                                               65-1021346
        --------                                        -----------------
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)

            63 West 400 South, 2nd Fl Studio, Salt Lake City, Utah 84101
            ------------------------------------------------------------
                       (Address of principal executive offices)

                 The Amended 2004 Benefit Plan of Dark Dynamite, Inc..
                 -----------------------------------------------------
                               (Full title of the plan)

     LaVonne Frost, 1414 East Telegraph Street, Carson City, Nevada
     89701 (Name, address, including zip code, of agent for service)

                     Telephone number for Issuer:  (801) 746-3435
CALCULATION OF REGISTRATION FEE

Title of Securities to be   Amounts to be   Proposed Maximum      Proposed Maximum       Amount of
Registered                  Registered      Offering Price Per    Aggregate Offering     Registration
                                            Share(1) Price Fee
Common Stock, 0.001 par      1,000,000,000        0.0004               $ 400,000         $ 50.68
value
=========================== ==============  ====================  =====================  ==============

(1)     Bona fide estimate of maximum offering price solely for calculating the
        registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
        based on the average bid and asked price of the registrant's common
        stock as of October 20th, 2004, a date within five business days prior
        to the date of filing of this registration statement.

        In addition, pursuant to Rule 416 (c) under the Securities Act of 1933,
        this Registration Statement also covers an indeterminate amount of
        interests to be offered or sold pursuant to the Plan described herein.
1
Post Effective Amendment Number Two to the
                           2004 Benefit Plan of Dark Dynamite, Inc.

This Post Effective Amendment No. Three is being filed to reflect that the
Board of Directors of Dark Dynamite, Inc. (the "Company") have amended The
2004 Benefit Plan of Dark Dynamite, Inc., as filed by the Company in an
S-8 Registration Statement on May 20th, 2004, file no. 333-115690, and as
amended, August 12, 2004, file no. 333-118150, and September 28,2004, file
no. 333-119334, each of which is incorporated herein by reference.  This
third amendment will increase the number of shares to be included in the
plan from Four Hundred Fifty Million (450,000,000) shares, to One
Billion-Four Hundred-Fifty Million (1,450,000,000).  The third amendment to
the 2004 Benefit Plan of Dark Dynamite, Inc. is filed as Exhibit "A" hereto.
The additional One Billion (1,000,000,000) shares are being registered hereby.

Item 8. Exhibits.

        The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 4.

                                              2
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, on October 21, 2004.

                                 By: /s/ Jared D. Gold
                              -----------------------------------------------
                               Jared D. Gold, as President

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Signature                       Title                               Date

   /s/ Jared D. Gold           President               October 21, 2004
----------------------
    Jared D. Gold

                                          3
INDEX TO EXHIBITS
Page
Exhibits         SEC Ref. No.               Description of Exhibit

A                   23(a)        Consent of Accountant                                 5
B                     4          Amendment to 2004 Benefit Plan of Dark                6
                                 Dynamite, Inc.
C                  5, 23(b)      Opinion and consent of Counsel with respect to the    7
                                 legality of the issuance of securities being issued
4
Exhibit A

Mike Bongiovanni
Greentree Financial Group, Inc.
21311 W. Catawaba Avenue
Cornelius, North Carolina 28031

                  CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Dark Dynamite, Inc. Salt Lake City, Utah

We consent to the incorporation by reference of our reports and to all
references to our firm included in this Post Effective Amendment Number Three
to the Registration Statement on Form S-8 of Dark Dynamite, Inc. The amendment
provides for the registration and issuance of up to 1,000,000,000 additional
shares of common stock of Dark Dynamite pursuant to the 2004 Benefit Plan of
Dark Dynamite, Inc. Our report dated April, 24 2004, incorporates by reference
our audit of the financial statements of NCI n/k/a Dark Dynamite which was
included as an exhibit in NCI=s n/k/a Dark Dynamite Annual Report on Form
10-KSB for the year ended December 31, 2003.

/s/ Bongiovanni & Associates

Bongiovanni & Associates, P.A.
October 20, 2004

                                      Exhibit B.

                                           5
POST EFFECTIVE AMENDMENT NUMBER THREE TO THE THE 2004
                         BENEFIT PLAN OF Dark Dynamite, Inc.

Effective this 21st day of October, 2004, Paragraphs 3 and 13 of the
2004 Benefit Plan of Dark Dynamite, Inc. shall be and hereby are amended to
read as follows:

3. Shares of Stock Subject to this Plan. A total of One Billion-Four
Hundred-Fifty Million (1,450,000,000) shares of Stock may be subject to, or
issued pursuant to, Benefits granted under this Plan. If any right to acquire
Stock granted under this Plan is exercised by the delivery of shares of Stock
or the relinquishment of rights to shares of Stock, only the net shares of
Stock issued (the shares of stock issued less the shares of Stock surrendered)
shall count against the total number of shares reserved for issuance under
the terms of this Plan.

13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate
on the earlier of the date that is five years from the date first appearing
in this Plan or the date on which the last of the 1,450,000,000 shares are
issued hereunder.

    ATTEST:

   /S/ Jared D. Gold
Jared D. Gold, President

                                          6
Exhibit C

                                  ALEX M. BUSTOS
                              268 West 400 South
                                   Third Floor   Phone: (801) 575-8073 ext 127
 Attorney at Law         Salt Lake City, Utah 84101  Facsimile: (801) 575-8092
* Admitted only  in Texas

October 21, 2004

Board of Directors
Dark Dynamite, Inc.
268 West 400 South, Suite 300
Salt Lake City, Utah 84101

Re:     Legality and Authorization of Shares Issued Under Form S-8
Registration Statement

Gentlemen:

  I have acted as special counsel for Dark Dynamite, Inc., a Nevada
corporation (the "Company"), in the limited capacity of rendering an opinion
regarding the legality and authorization of the shares proposed to be
registered under an amended registration statement on Form S-8 (the
"Registration Statement") originally filed on May 20, 2004, and previously
amended, August 12, 2004, and September 28, 2004. The proposed amendment is
to be filed with the Securities and Exchange Commission ("the Commission")
under the Securities Act of 1933, as amended, ("the Act"). The Company is
registering a Post Effective Amendment to the Benefit Plan entitled "The
2004 Benefit Plan of Dark Dynamite, Inc." (the "Benefit Plan") pursuant
to which the Company will authorized the issuance of an additional One
Billion (1,000,000,000) shares of the Company's common stock, par value
$.001 (the "Shares").

        In connection with the preparation of this Opinion, I have examined
the following:

        1.     The Company's Articles of Incorporation and amendments thereto
               and Bylaws as submitted to me by the Company pursuant to my
               request for same;

        2.     The Registration Statement herein referenced;

        3.     The Board of Directors Resolution, dated October 20, 2004,
               authorizing and approving the Company's Post Effect Amendment
               No.Three to The 2004 Benefit Plan and the preparation
               of the Registration Statement;

        4. The Company's Section 10(a) Prospectus for the Registration
Statement;

        5. The Company's Form 10-KSB for the fiscal year ended December 31,
2003;

                                          7
6. The Company's Form 10-QSB for the quarter ended March 31, 2004;

        7. The Company's Form 10-KSB for the quarter ended June 30, 2004;

        8. Such other documents as I have deemed necessary for the purposes of
this Opinion.

        Additionally, I have made such investigations of federal law as I have
considered necessary and appropriate to form a basis for this opinion. My
opinion is qualified by the scope of the review specified herein and I make no
representations as to the sufficiency of my investigation for this opinion. I
further expressly exempt from this opinion any representations as to the
completeness, adequacy, accuracy or any other aspect of the financial
statements incorporated in the Registration Statement.

        The documentation and representations provided to me for this opinion
by the Company and its duly authorized representatives indicate that the
Company is validly organized under the laws of the State of Nevada; the
Company is current in its filings with the Commission; the Company's Board
of Directors has authorized the Benefit Plan; the Company's Board of Directors
has authorized the filing of the Post Effective Amended Registration Statement;
and that the total of 1,450,000,000 shares to be included in the Registration
Statement are available for issuance based upon corporate documentation
and on the amount of shares actually issued and outstanding. As such, I
am of the opinion that the Shares herein referenced have been duly and
validly authorized and that subject to compliance with all provisions of
the Plan, the Shares will be validly issued as fully paid and non-assessable
shares of common stock in the Company.

        This opinion is based upon and subject to the qualifications and
limitations specified below:

        (A) Certain of the remedial provisions of the 2004 Benefit Plan may be
        further limited or rendered unenforceable by other applicable laws and
        interpretations.

        (B) In rendering the opinion that the shares of the Common Stock to be
        registered pursuant to the Registration Statement and issued under the
        Benefit Plan will be validly issued, fully paid and non-assessable, I
        assumed that: (1) the Company's Board of Directors has exercised good
        faith in establishing the value paid for the Shares; (2) all issuances
        and cancellations of the capital stock of the Company will be fully and
        accurately reflected in the Company's Stock Records as provided by the
        Company's transfer agent; and (3) the consideration, as determined by
        the Company's Board of Directors, to be received in exchange for each
        issuance of common stock of the Company, has been paid in full and
        actually received by the Company.

        (C) I have made no independent verification of the facts asserted to be
        true and accurate by authorized representatives of the Company and have
        assumed that no person or entity has engaged in fraud or
        misrepresentation regarding the inducement relating to, or the
        execution or delivery of, the documents reviewed.

        (D) In rendering this opinion I have assumed that all signatures are
        genuine, that all documents submitted to me as copies conform
        substantially to the originals, that all documents have been duly
        executed on or as of the date represented on the documents, that
        execution and delivery of the documents was duly authorized on the part
        of the parties, that all documents are legal, valid and binding on the
        parties and that all corporate records are

                                               8
complete.

        (E) I have assumed that the Company is satisfying the substantive
        requirements of Form S-8 and I expressly disclaim any opinion regarding
        the Company's compliance with such requirements, whether they are of
        federal or state origin, or any opinion as to the subsequent
        tradeability of any Shares issued pursuant to the Benefit Plan.

        (F) I am admitted to practice law in the State of Texas. I am not
        admitted to practice law in the State of Nevada, or in any other
        jurisdiction where the Company may own property or transact business.
        This opinion is with respect to federal law only and I have not
        consulted legal counsel from any other jurisdiction for the purpose of
        the opinion contained herein. I expressly except from this opinion any
        opinion as to whether or to what extent a Nevada court or any other
        court would apply Nevada law, or the law of any other state or
        jurisdiction, to any particular aspect of the facts, circumstances and
        transactions that are the subject of this opinion.

        (G) This opinion is strictly limited to the parameters contained and
        referenced herein and is valid only as to the signature date with
        respect to the same. I assume no responsibility to advise you of any
        subsequent changes or developments which might affect any aspect to
        this opinion.

        I hereby consent to the use of this opinion as an exhibit to the
        Registration Statement. This opinion may not be used, relied upon,
        circulated, quoted or otherwise referenced in whole or in part for any
        purpose without my written consent.

        Sincerely,

        /s/
        Alex M. Bustos

                                       9