SECURITIES AND EXCHANGE COMMISSION
                                    Washington, D.C. 20549
                                  ---------------------------
                             POST EFFECTIVE AMENDMENT NUMBER TWO
                                           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)

                268      West 400 South, Suite 300, 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) 575-8073
                                                     -----------------

<TABLE>
<S>                             <C>             <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        300,000,000        0.0025               $ 750,000         $95.03
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 September 27th, 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>



<PAGE>



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


        This Post Effective Amendment No. Two 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 filed on
May 20th, 2004, file no. 333-115690, and as previously amended on August 12,
2004, file no. 333-118150, each of which is incorporated herein by reference.
This second amendment will increase the number of shares to be included in the
plan from One Hundred Fifty Million (150,000,000) to Four Hundred Fifty Million
( 450,000,000) shares. The second amendment to the 2004 Benefit Plan of Dark
Dynamite, Inc. is filed as Exhibit "A" hereto. The additional Three Hundred
Million (300,000,000) 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.






<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 September 27th, 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               September 27, 2004
----------------------
  Jared D. Gold











<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>































<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 Two to
the Registration Statement on Form S-8 of Dark Dynamite, Inc. The amendment
provides for the registration and issuance of up to 450,000,000 shares of common
stock of Dark Dynamite pursuant to the 2004 Benefit Plan of Dark Dynamite, Inc.
Our report dated April 5th, 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, P.A.
BONGIOVANNI & ASSOCIATES, P.A.
September 27th, 2004
























<PAGE>



                                          Exhibit B.

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

Effective this 27th day of September, 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 450,000,000 (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 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        Telephone: (801) 575-8073 ext 127
 Attorney at Law      Salt Lake City, Utah 84101     Facsimile: (801) 575-8092
* Admitted only  in Texas

September 27, 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 on August
12, 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 Three Hundred Million (300,000,000) 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 September 27, 2004, authorizing and
approving the Company's Post Effect Amendment No. Two 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;

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


                                               7

<PAGE>




7. The Company's June 30, 2004 10-QSB.

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 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
        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": "333-119334", "film-number": "041049743"}, "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 TWO
                                           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)

                268      West 400 South, Suite 300, 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) 575-8073
                                                     -----------------
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        300,000,000        0.0025               $ 750,000         $95.03
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 September 27th, 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.
Post Effective Amendment Number Two to the
                        2004 Benefit Plan of Dark Dynamite, Inc.

        This Post Effective Amendment No. Two 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 filed on
May 20th, 2004, file no. 333-115690, and as previously amended on August 12,
2004, file no. 333-118150, each of which is incorporated herein by reference.
This second amendment will increase the number of shares to be included in the
plan from One Hundred Fifty Million (150,000,000) to Four Hundred Fifty Million
( 450,000,000) shares. The second amendment to the 2004 Benefit Plan of Dark
Dynamite, Inc. is filed as Exhibit "A" hereto. The additional Three Hundred
Million (300,000,000) 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.
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 September 27th, 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               September 27, 2004
----------------------
  Jared D. Gold
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
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 Two to
the Registration Statement on Form S-8 of Dark Dynamite, Inc. The amendment
provides for the registration and issuance of up to 450,000,000 shares of common
stock of Dark Dynamite pursuant to the 2004 Benefit Plan of Dark Dynamite, Inc.
Our report dated April 5th, 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, P.A.
BONGIOVANNI & ASSOCIATES, P.A.
September 27th, 2004
Exhibit B.

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

Effective this 27th day of September, 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 450,000,000 (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 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        Telephone: (801) 575-8073 ext 127
 Attorney at Law      Salt Lake City, Utah 84101     Facsimile: (801) 575-8092
* Admitted only  in Texas

September 27, 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 on August
12, 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 Three Hundred Million (300,000,000) 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 September 27, 2004, authorizing and
approving the Company's Post Effect Amendment No. Two 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;

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

                                               7
7. The Company's June 30, 2004 10-QSB.

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 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
        Alex M. Bustos

                                        9