U.S. Securities and Exchange Commission
                            Washington, D.C. 20549

                                    FORM 10-QSB


[X]      Quarterly Report Under Section 13 or 15(d) of The Securities Exchange
         Act of 1934 for the Quarterly Period Ended March 31, 2004

[ ]    Transition Report Under Section 13 or 15(d) of The Securities Exchange
       Act of 1934 for the
       Transition Period from _______ to _______

Commission File Number: 000-17303


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


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


          268 West 400 South, Suite 300, Salt Lake City, Utah 84101
          ---------------------------------------------------------
                  (Address of principal executive offices)

                               (801) 575-8073
                               --------------
                          (Issuer's telephone number)



  Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                  Yes [x]                   No [ ]

  Number of shares of common stock outstanding as of May 12, 2004:  74,979,775
  Number of shares of preferred stock outstanding as of May 12, 2004: 1,254,857.


<PAGE>



                              TABLE OF CONTENTS

                         PART I. FINANCIAL INFORMATION



ITEM 1.  FINANCIAL STATEMENTS..................................................3

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.............5

ITEM 3 CONTROLS AND PROCEDURES................................................11

                          PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS....................................................11

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS............................12

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................12

ITEM 5. OTHER INFORMATION.....................................................12

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.....................................14

SIGNATURES....................................................................14

INDEX TO EXHIBITS.............................................................15
                             THIS SPACE HAS BEEN
                          INTENTIONALLY LEFT BLANK
























                                       2

<PAGE>





ITEM 1.     FINANCIAL STATEMENTS

As used herein, the term "DDI" , or the "Company" refers to Dark Dynamite, Inc.
formerly known as NCI Holdings, Inc., a Nevada corporation, its subsidiary
corporations and predecessors unless otherwise indicated. Unaudited,
consolidated financial statements including a balance sheet for DDI for the
period ended March 31, 2004, and statement of operations, and statement of cash
flows for the interim period up to date of such balance sheet and the comparable
periods of the preceding year are attached hereto as Pages F-1 through F-5 and
are incorporated herein by this reference.
                           THIS SPACE HAS BEEN
                         INTENTIONALLY LEFT BLANK



                                       3

<PAGE>



                    INDEX TO INTERIM FINANCIAL STATEMENTS

                                                                            Page
                                                                            ----

Consolidated Unaudited Condensed balance Sheet March 31, 2004................F-1

Consolidated Unaudited Condensed Consolidated Statements of Operations- For the
Three Months Ended March 31, 2004 and 2003...................................F-2

Consolidated Unaudited Condensed Statements of Cash Flows- For the
Three Months Ended March 31, 2004 and 2003...................................F-3

Consolidated Statement of Stockholders' Deficit for the Three Months Ended March
31, 2004.....................................................................F-4

                             THIS SPACE HAS BEEN
                          INTENTIONALLY LEFT BLANK



                                      4

<PAGE>




                      DARK DYNAMITE, INC. AND SUBSIDIARIES
                             FKA NCI HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONDENSED CONSOLIDATED BALANCE SHEET
                              AS OF MARCH 31, 2004
================================================================================

                                                                 (Unaudited)
                            ASSETS                              March 31, 2004
                            ------                            ------------------


CURRENT ASSETS:
---------------
Cash and cash equivalents                                     $            1,063
Deferred consulting expense                                                1,000
                                                              ------------------
TOTAL CURRENT ASSETS                                                       2,063
                                                              ------------------

FIXED ASSETS:
-------------
Furniture and fixtures                                                     9,000
TOTAL CURRENT ASSETS                                                       9,000

TOTAL ASSETS                                                  $           11,063
                                                              ==================


                      LIABILITIES AND STOCKHOLDERS' (DEFICIT)
                      ---------------------------------------

CURRENT LIABILITIES
-------------------
Accounts payable and accrued expenses                         $          182,026
                                                              ------------------
TOTAL CURRENT LIABILITIES                                                182,026
                                                              ------------------

STOCKHOLDERS' (DEFICIT)
-----------------------
Preferred stock ($.10 par value, non-voting, 5,000,000 shares
authorized; 1,254,857 shares issued and outstanding at March
31, 2004)                                                                125,486
Common stock ($.001 par value, 5,000,000,000 shares authorized;
72,899,775 issued and outstanding at March 31, 2004)                      72,900
Additional paid in capital                                            11,894,091
Deficit accumulated during the development stage                    (12,264,440)
                                                              ------------------
TOTAL STOCKHOLDERS' (DEFICIT)                                          (170,963)
                                                              ------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                   $           11,063
                                                              ==================





                                     F-1

<PAGE>




                      DARK DYNAMITE, INC. AND SUBSIDIARIES
                              FKA NCI HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                FOR THE THREE MONTHS ENDED MARCH 31,2004 AND 2003
================================================================================


                                               Three                Three
                                            Months Ended         Months Ended
                                           March 31, 2004       March 31, 2003
                                         -----------------    ------------------
REVENUES:
---------
Sales                                    $               -    $                -
Cost of Sales                                            -                     -
                                         -----------------    ------------------
                  GROSS PROFIT                           -                     -

EXPENSES:
---------
Selling, general and administrative                 36,412                67,397
                                         -----------------    ------------------
TOTAL EXPENSES                                      36,412                67,397
                                         -----------------    ------------------

                OPERATING (LOSS)         $        (36,412)    $         (67,397)

OTHER EXPENSE:
--------------
Loss from impairment of goodwill               (3,490,000)                     -
                                         -----------------    ------------------

                   NET (LOSS)            $     (3,526,412)    $         (67,397)
                                         =================    ==================

Net (loss) per share-
basic and fully diluted                  $         (0.418)    $          (0.001)
                                         =================    ==================
Weighted Average Shares Outstanding              8,435,608            63,861,955
                                         =================    ==================





                                       F-2

<PAGE>




                       DARK DYNAMITE, INC. AND SUBSIDIARIES
                             FKA NCI HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
================================================================================

                                                 Three                 Three
                                             Months Ended          Months Ended
                                            March 31, 2004        March 31, 2003
                                           ----------------      ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
-------------------------------------
Net loss                                   $    (3,526,412)      $      (67,397)
Adjustments to reconcile net loss to
net cash provided by (used in) operating
activities:

Issuance of options for services of
outside consultants                                  21,913
Loss from impairment of goodwill                  3,490,000                  -0-
Issuance of options for services                      9,808                  -0-
(Increase) decrease in operating assets:
Deferred consulting expense                             -0-            (130,617)
Increase (decrease) in operating
liabilities:
Accounts payable and accrued expenses                 5,504             (52,842)
Excess of outstanding checks over bank
balance                                                 -0-                 (53)
                                           ----------------      ---------------
NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES                                              813            (250,909)
                                           ----------------      ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
-------------------------------------
Issuance of common shares to former officer             250                  -0-
Incurrence of notes payable                             -0-              250,909
                                           ----------------      ---------------
NET CASH PROVIDED BY FINANCING ACTIVITIES               250              250,909
                                           ----------------      ---------------

NET INCREASE IN CASH AND CASH EQUIVALENTS             1,063                    -
                                           ----------------      ---------------

CASH AND CASH EQUIVALENTS,
BEGINNING OF THE PERIOD                    $              -      $             -
                                           ================      ===============

END OF THE PERIOD                          $          1,063      $             -
                                           ================      ===============

SUPPLEMENTARY CASH FLOW INFORMATION OF
--------------------------------------
NON-CASH FINANCING:
-------------------
Common stock issued for purchase of fixed
assets and inventory                       $         10,000      $             -
                                           ================      ===============
Common stock issued for purchase of
goodwill                                   $      3,490,000      $             -
                                           ================      ===============
Common stock issued for past services to
pay down accounts payable                  $          5,800      $             -
                                           ================      ===============
Issuance of options for services of
outside consultants                        $         21,913
                                           ================      ===============

Issuance of options to former officer      $          9,808      $             -
                                           ================      ===============








                                       F-3

<PAGE>







                      DARK DYNAMITE, INC. AND SUBSIDIARIES
                              FKA NCI HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                    FOR THE THREE MONTHS ENDED MARCH 31, 2004
================================================================================
<TABLE>
<S>                              <C>             <C>           <C>            <C>            <C>            <C>
                                                                                                               Deficit
                                                                                              Additional     accumulated
                                         Common Stock                Preferred Stock           Paid-in          during
                                                                                                             development
                                 ---------------------------   ---------------------------
                                     Shares        Amount          Shares         Amount        Capital         stage
                                 -------------   -----------   ------------   ------------   ------------   --------------

Balances, January 1, 2004            2,419,775   $     2,420      1,254,857   $    125,486   $  8,427,800   $  (8,738,208)

Common stock issuances for
past services                          230,000           230              -              -          5,570                -

Common stock issuances for
acquisition                         70,000,000        70,000              -              -      3,430,000                -

Common stock issuance to
former officer                         250,000           250              -              -              -                -

Issuance of options to former
officer for services                         -             -              -              -          9,808                -

Issuance of options to outside
consultants                                  -             -              -              -         21,913                -

Net loss for the period                      -             -              -              -              -      (3,526,412)
                                 -------------    ----------    -----------   ------------   ------------    -------------

Balances, March 31, 2004            72,899,775    $   72,900      1,254,857   $    125,486   $ 11,895,091    $(12,264,440)
                                 =============    ==========    ===========   ============   ============    =============

</TABLE>






                                       F-4

<PAGE>



ITEM  2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
             AND RESULTS OF OPERATION

As used in this Quarterly Report, the terms "we", "us", "our" and the "Company"
mean Dark Dynamite, Inc. formerly known as NCI Holdings Inc., ("DDI") a Nevada
corporation.

The following discussion contains forward-looking statements that involve risks
and uncertainties. Our actual results may differ materially from the results
discussed in the forward-looking statements. This Form 10-QSB includes
forward-looking statements that could differ from actual future results.
Statements that are predictive in nature, that depend upon or refer to future
events or conditions or that include words such as "expects," "anticipates,"
"intends," "plans," "believes," "estimates," "thinks," and similar expressions
are forward- looking statements. These statements involve known and unknown
risks, uncertainties and other factors, including our ability to respond to
changing fashion trends, competition within our industry, our ability to manage
our growth and other factors described below, that may cause our actual results
and performance to be materially different from any future results or
performance expressed or implied by these forward-looking statements. Although
we believe that these statements are based upon reasonable assumptions, we
cannot assure you that our goals will be achieved. These forward-looking
statements are made as of the date of this Form 10-QSB, and we assume no
obligation to update or revise them or provide reasons why actual results may
differ. Factors that might cause such a difference include, but are not limited
to, openings in key management positions, miscalculation of the demand for our
products, effective management of our growth, failure to procure sales, ongoing
competitive pressures in the apparel industry, changes in the level of consumer
spending or preferences in apparel, our ability to attract and retain key
management personnel and/or other factors discussed in "Risks That May Affect
Results" and elsewhere in this Form 10-QSB.

Overview
Dark Dynamite is currently in the infancy stages of development. Dark Dynamite's
newly appointed president, Jared Gold, has begun the process of re-engineering
the Company as a lifestyle company that intends to produce clothing, candles,
body products, and various confections. Mr. Gold has begun the process of
developing the Company by acquiring Black Chandelier, Inc. in a related party
transaction during the quarter ended March 31, 2004. Black Chandelier, Inc. is a
newly formed Utah corporation that holds the right to produce garments under the
trademarked name Black Chandelier. The terms of acquisition are more fully
described below.
The acquisition of Black Chandelier is the first in a series of anticipated
transactions designed to grow Dark Dynamite into a multi-faceted lifestyles
company. Commensurate with this goal, Dark Dynamite underwent a series of
changes including a name change from NCI Holdings, Inc. to Dark Dynamite, Inc.
which was accompanied by a change in it trading symbol from NCIH.OB to DRKD.OB.
The name change was effected to better reflect the anticipate future direction
of the company. Dark Dynamite completed the design of its initial web site which
can be located at www.darkdynamite.com.
                  ---------------------
We anticipate making substantial improvements to this site as the Company grows.
We are currently in the process of retaining a staff to develop and produce
various products. We expect to initially rely heavily on an Employee Benefit
Plan registered on a Form S-8 to hire, pay and retain key employees, consultants
and other permissible professionals that will play an integral part in the
future success of Dark Dynamite, Inc.. Pursuant to the Employee Benefit Plan, we
anticipate issuing a substantial number of shares and options for the benefit of
Dark Dynamite, Inc. to employees, consultants, and other personnel. Dark
Dynamite is currently in the process of hiring, graphic artists, illustrators,
sales persons, marketing personnel, shipping personnel, sample production staff,
manufacturers, web commerce professionals and other professionals who's skills
and talents will aid in the advancement of the Company and its products.

                                      5

<PAGE>



Dark Dynamite will endeavor to set itself apart from its competition by offering
something completely new: mass personalization. Extending product to the
consumer that carries a welcoming personal aspect instead of the blank, loud,
and relentless. The heart of this effort will be the company's constant pursuit
of wonder and invention, reaching out with products that have been designed for
humor, comfort, and a sense of belonging. Dark Dynamite's concept of mass
personalization is founded in part upon three basic concepts as listed below:

Personalization of Self
The need for mass society to distinguish themselves can be explained by the
strong urge, whether outward or secret, to be special or different. Using the
corporation and its subsequent advertising and exposure through products, this
element can finally receive the dedication and focus it warrants. Reaching out
to people in the socially acceptable format of consumerism and offering a
vehicle within which one's true self can be realized; the delight of subtle
eccentricity.

Personalization of Space
Comfortable surroundings can be defined as an environment nested with items
definitive of one's individuality. This is difficult when most products and
media are focused on locking you in to the ideals of their products. Dark
Dynamite will endeavor to offer alternatives, items designed with deliberateness
and wild inspiration.

Personalization of Image
Detaching from mass media will become an obsession, a defining turning point in
reference to individual consumerism. Creating a dedicated following for Dark
Dynamite, will feel like dedication to oneself, to the consumer. They also need
to reach out to others with this identity in the form of gifts, stationary,
personal style (clothing), and scents that represent their strength and the
newly found power of the individuality of their lives.

The above concepts will be culminated into each division of Dark Dynamite
through which the strength of the whole will be defined. Dark Dynamite will use
the above philosophy as an integral part in acquiring and managing companies
with the intent of building its dossier as an expansive lifestyle company. The
products designed or the companies acquired will all be created or chosen in an
effort to create a similar aesthetic that will allow for cross engineering
product launches, press junkets, and sales facilities to effectively place the
company's image in the marketplace.

Plan of Operations
------------------
As of March 31, 2004, we have generated no revenue. We hope to generate revenue
in the next twelve months by focusing on the launch of our newly acquired trade
names. We plan to begin shipping the Black Chandelier, Pink Chandelier and other
brands we acquire or create to retailers in the United States market by the 3rd
quarter of 2004. Once trade name acquisitions have been completed, we plan to
begin shipping August, 2004. In order to properly develop and market our new
product lines, we will incurred additional expenses, no expenses relating to
product development are reflected in our statement of operations for the three
months ended March 31, 2004.

The operating loss of $36,412 for the period represents legal, accounting
expenses and other expenses. The net loss of $3,526,412 is the result of
valuing the 70,000,000 shares of restricted stock at $3,500,000 or at $.05 per
share and then immediately impairing that value by $3,490,000. The impairment of
goodwill is a one time charge.

                                        6

<PAGE>



The Company anticipates expanding its range of operations to become a heavily
themed and artistically progressive lifestyle company. Forward-looking plans
are: supporting and managing fashion, beauty, and perfume subsidiaries, as well
as licensing opportunities associated with these industries. At this time the
Company is currently researching promising acquisition possibilities or
developing new concepts and/or products under the guidance of its President,
Jared Gold. The following companies have been acquired or expected to be
acquired over the next 12 months:

Black Chandelier, Inc.
On March 16, 2004 , Dark Dynamite entered into a Stock Exchange Agreement with
Jared Gold, whereby the Company issued Gold 70,000,000 shares of the Company's
restricted common stock. In return, Jared Gold, president and sole shareholder
of Black Chandelier, Inc., exchanged 100% of his common stock in Black
Chandelier to the Company. The number of shares Gold received in the exchange
constituted approximately 96% of the issued and outstanding shares of the
Company. Black Chandelier's assets include an electronic clothing pattern data
base, screen printing library, and historic design archives. The value of the
assets of Black Chandelier have been booked at $10,000. Gold is a common officer
and director of both the Company and Black Chandelier. Consequently, the
acquisition of Black Chandelier was not deemed an arms length transaction.
Furthermore, the consideration paid for the acquisition of Black Chandelier was
arbitrarily determined.  As a result of the transaction, Black Chandelier is now
a wholly owned subsidiary of Dark Dynamite and has been consolidated for tax and
financial statement purposes. Black Chandelier, Inc. is a newly formed entity
and hasn't had any operations. However, from 1998-2003 the clothing label Black
Chandelier and its parent company were consistently manufacturing and selling
clothing and fashion goods, designed by Jared Gold, using the Black Chandelier
trademark. At the time of this report, the assembly of the Salt Lake City sample
room has commenced. We anticipate purchasing a minimum of $5,000 in additional
equipment to complete the the development of the sample room. Gold has completed
the design work for the Spring 2005 collection and the sample completion is
pending the completion of the sample studio. A small group of screened t-shirts
will be offered as immediates to be shipped for Holiday 2004. Douglas Little, is
completing marketing plans and strategic press junket designs to aid in a large
initial sell-through with department stores. Little and Gold are also planning
to meet with various showroom representatives for this collection in Los
Angeles, New York, and Tokyo. The imminent opening of an accessory division
requires sourcing for production, distribution, and supply. Talks have commenced
with Asian factories. Black Chandelier is also in negotiations with the
development and licensing of a hair care product line with a respected east
coast producer. These items will initially be available exclusively to
professionals, and then plans are to move the products into public
over-the-counter sales through exposure at the January 2005 Cosmetic
professional trade show in Las Vegas. Black Chandelier is currently working with
a Dark Dynamite contractor, to develop its website. The Black Chandelier website
is currently under construction, plans to finish this site are slated for June,
15, 2004. We do not anticipate generating any revenue from the sale of clothing
under the name Black Chandelier until the beginning of 2005.

Pink Chandelier
The opening season of sales for Pink Chandelier Children's Wear will begin
September 2004. This label, a division of Black Chandelier, is slated for
development exclusively as screen printed, pre-fabricated items. Juliann Law a
renowned children's book illustrator has been contracted to develop the identity
of this collection. Gold, Law and Little have commenced artwork, and the initial
stages of brand identity are now completed. The research for a viable showroom
is scheduled to be completed in Los Angeles and London mid-summer. Little has
assisted in the marketing work of this collection and will aid in market
placement. This collection is intended for large mid-range retailers. Due to the
nature of the production of this collection, order turn around will be extremely
fast. Immediates for Fall 2004 shipping should commence on November 15th ,2004
to assure the arrival of goods by holiday. This immediate shipment of goods
under this division are

                                      7

<PAGE>



projected to be $150,000.00 in gross sales to be completed by October 1, 2004,
the complete spring shipment is projected to be approximately $250,000.00,
including a recut of goods to be scheduled to complete by February 1st 2005. The
Company is currently working with a Dark Dynamite contractor, Coderocket, to
develop its website. A website is slated for launch June 1st, 2004. Coderocket's
web address is:
 www.coderocketweb.com.

The Genevieve
The Company is developing a line of products under the name The Genevieve. The
Genevieve is being groomed as a line of products tailored to generate mass
appeal through candles, body products and confectionary. Douglas Little will
direct the sales and distribution of The Genevieve with his resources, contacts
and showrooms that he has built through his work with his candle company Modern
Alchemy, www.dlcompany.com. Through these distribution channels we plan sales to
exclusive large department stores, boutiques, and online services and catalogs.
At this time Cosmo International, Inc., a Florida corporation has completed the
final scent formulas for the first candle group. Consumer testing of this group
is nearing completion. The sampling for this group will be completed at
contracted facilities in Asia and is anticipated to be ready for Holiday sales
beginning July 1. There are 9 candle product's in this initial project. We plan
to market 5 of the candles for the 2004 Holiday season. We plan to launch the
remaining 4 candle products in spring 2005, with a special candle for
Valentine's day. Dark Dynamite has already provided nominal funds for the
development of The Genevieve candle line. We are currently seeking $80,000 in
additional capital to produce 3,000 pieces for each of the initial 5 products in
the line which will eventually be comprised of 9 products. We anticipate
generating gross revenues of approximately $225,000 on the sale of 15,000 pieces
during the fiscal year 2004. Jared Gold has personally completed the final
artwork and Douglas Little has finalized identity and packaging work for these
new products, and development has begun for expansion products that will lead
the company into home wares and body products. Within this expansion are plans
for confectionary production under the Genevieve label. Gold and Little will be
attending the All Candy Expo in Chicago June 8-10, 2004 to initiate research and
development for The Genevieve concept. Dark Dynamite plans to hire at least one
graphic designer to work with Modern Alchemy to handle the anticipated increased
packaging design load. Dark Dynamite has hired web contractor Coderocket, to
begin the web development for The Genevieve concept. We expect to have the
Genevieve website completed by June 1, 2004.

Fontanelle Consulting
Dark Dynamite Inc, intends to provide consulting services under the name
"Fontanelle Consulting." This consulting concept headed by Gold and Little will,
engage their services in helping companies both large and small with packaging
identity and general marketing. The preferred method of payment is sales
percentages for the life of the product. The companies currently engaged are
hair product manufacturers. Little has vast experience pertaining to these items
and also assists the companies with chemical formulation of their products.
Fontanelle is currently working with a Dark Dynamite contractor, Coderocket to
develop its website, and  will retain Coderocket as a resource with which it
will develop sites for its clients. This website will list all past products
Little has developed as well as packaging and projects Gold has worked on, as
well as function as a major promotion vector for the Company's services. The
Fontanelle website is currently operational at:
www.fontanelleconsult.com.
--------------------------

RISKS THAT MAY AFFECT RESULTS

Factors that might cause our actual results to differ materially from the
forward looking statements discussed elsewhere in this report, as well as
affect our ability to achieve our financial and other goals, include, but are

                                      8

<PAGE>



not limited to, the following:

RISKS RELATING TO OUR BUSINESS:
-------------------------------

1.  The success of our business depends in large part on our ability to identify
fashion trends as well as to react to changing customer demand in a timely
manner. Consequently, we depend in part upon the continuing favorable market
response to the creative efforts of our purchasing, design and marketing teams
ability to anticipate trends and fashions that will appeal to our consumer base.
Failure on our part to anticipate, identify and respond effectively to changing
consumer demands and fashion trends will adversely affect our sales.

2. If we are unable to obtain raw materials or find manufacturing facilities,
our financial condition may be harmed. Outside of a small sample room, we do not
own any manufacturing facilities and therefore depend on a limited number of
third parties to manufacture our products. We place all of our orders for
production of merchandise and raw materials by purchase order and do not have
any long-term contracts with any manufacturer or supplier. If we fail to obtain
sufficient quantities of raw materials, it could have a harmful effect on the
results of our operations. Furthermore, we may receive shipments of products
from manufacturers that fail to conform to our quality control standards. In
such event, unless we are able to obtain replacement products in a timely
manner, we may lose sales. If we fail to maintain favorable relationships with
these production facilities and to obtain an adequate supply of quality raw
materials on commercially reasonable terms, it could harm our business and
results of operations.

3. We will be dependent on third party manufacturers for production, and our
sales may be negatively affected if the manufacturers do not perform acceptably,
or if design changes are communicated after the production has begun. We will
develop a significant portion of our merchandise in conjunction with third party
apparel manufacturers. In some cases, we select merchandise directly from these
manufacturers lines. We do not have long-term contracts with any third party
manufacturers and will purchase all of the merchandise from such manufacturers
by purchase order. Furthermore,  we may receive in the future, shipments of
products from third party apparel manufacturers that fail to conform to our
quality control standards. In such event, unless we are able to obtain
replacement products in a timely manner, we may lose sales. We cannot assure you
that third party manufacturers (1) will not supply similar products to our
competitors, (2) will not stop supplying products to us completely or (3) will
supply products that satisfy our quality control standards. In addition, certain
of our third party manufacturers will store our raw materials. In the event our
inventory was damaged or destroyed and we were unable to obtain replacement raw
materials, our ability to generate earnings may be negatively impacted. In
addition, if we decide to change a key element of the design after the
manufacturing process has begun we may negatively impact the manufacturers
ability to deliver the products on a timely basis which could impact our ability
to generate earnings.

4. Our success depends on our ability to attract and retain key employees in
order to support our existing business and future expansion. We are actively
recruiting qualified candidates to fill key executive positions within the
Company. There is substantial competition for experienced personnel, which we
expect to continue. We will compete for experienced personnel with companies who
have substantially greater financial resources than we do. If we fail to
attract, motivate and retain qualified personnel, it could harm our business and
limit our ability to expand. In addition, we depend upon the expertise and
execution of our key employees, particularly Jared Gold, the founder, Chairman
of the Board, Chief Executive Officer and majority shareholder. We do not carry
key person life insurance policies on any of our employees. If we lose the
services of Mr. Gold or any key officers or employees, it could harm our
business and results of operations.

                                      9

<PAGE>




5.  We currently have no major facilities We currently operate our corporate
office in Salt Lake City, Utah and we are in the process of procurring our
design studio and facilities. If we are unable to obtain adequate facilities,
our ability to generate revenues will be stiffled.

6.  We face significant competition in the retail and apparel industry, which
could harm our sales and profitability. The retail and apparel industries are
highly competitive and are characterized by low barriers to entry. We expect
competition in our markets to increase. The primary competitive factors in our
markets are: brand name recognition, sourcing strategies, product styling,
quality, presentation and pricing, timeliness of  product development and
delivery, customer service and convenience. We compete with, specialty store
retailers, business to consumer websites, off-price retailers and direct
marketers for, among other things, raw materials, market share, finished goods,
sourcing and personnel. Because many of these competitors are larger and have
substantially greater financial, distribution and marketing resources than we
do, we may lack the resources to adequately compete with them. If we fail to
compete in any way, it could harm our business, financial condition, and future
results of operations.

7.  Purchases of the merchandise we sell are generally discretionary and are
therefore particularly susceptible to economic slowdowns. If current economic
conditions do not improve, our business, financial condition and results of
operations could be adversely affected. Consumers are generally more willing to
make discretionary purchases, including purchases of fashion products and high
end home products, during periods in which favorable economic conditions
prevail. Currently, there is a general slowdown in the United States economy,
which has adversely affected consumer confidence and spending habits. The
outlook for the United States economy is uncertain and is directly affected by
global political factors that are beyond our control. Any escalation of military
action involving the United States could cause increased volatility in financial
markets, further adversely affecting consumer confidence and spending habits. If
current economic conditions do not improve, our business, financial condition
and results of operations could be adversely affected.

8.  If we are not able to successfully protect our intellectual property our
ability to capitalize on the value of our brand name may be impaired. Even
though we intend to take actions to establish, register and protect our
trademarks and other proprietary rights, we cannot assure you that we will be
successful or that others will not imitate our products or infringe upon our
intellectual property rights. In addition, we cannot assure you that others will
not resist or seek to block the sale of our products as infringements of their
trademark and proprietary rights. We are seeking to register our trademarks in
targeted markets. In some of these markets obstacles exist that may prevent us
from obtaining a trademark for the Black Chandelier or Dark Dynamite names or
related names. Furthermore, in some jurisdictions, despite successful
registration of our trademarks, third parties may allege infringement and bring
actions against us.

9.  If an independent manufacturer violates labor or other laws, or is accused
of violating any such laws, or if their labor practices diverge from those
generally accepted as ethical, it could harm our business and brand image. While
all manufacturers are contractually required to comply with such labor
practices, we cannot control the actions or the public's perceptions of such
manufacturers, nor can we assure that these manufacturers will conduct their
businesses using ethical or legal labor practices. Apparel companies can be held
jointly liable for the wrongdoings of the manufacturers of their products. While
we do not control their employees employment conditions or the manufacturers
business practices, and the manufacturers act in their own interest, they may
act in a manner that result in negative public perceptions of us and/or employee
allegations or court determinations that we are jointly liable.


                                      10

<PAGE>



RISKS RELATING TO OUR COMMON STOCK:
-----------------------------------

1.  Our stock price may fluctuate because of the small number of shares that can
be publicly traded and the low average daily trading volumes. The vast majority
of our outstanding shares of our common stock are not registered and are subject
to trading restrictions. As of May 6, 2004, only 4,979,775 shares of our common
stock were available to be publicly traded, and as a result, our average daily
trading volumes are relatively low, and our stock price is vulnerable to market
swings due to large purchases, sales and short sales of our common stock.

2.  Because a principal shareholder controls the Company, other shareholders may
not be able to influence the direction the Company takes. As of May 6, 2004,
Jared Gold, the President and Chief Executive Officer, beneficially owned
approximately 95% of the outstanding shares of our common stock. As a result, he
alone can control the election of directors and the outcome of all issues
submitted to the shareholders. This may make it more difficult for a third party
to acquire shares, may discourage acquisition bids, and could limit the price
that certain investors might be willing to pay for shares of common stock. This
concentration of stock ownership may have the effect of delaying, deferring or
preventing a change in control of our Company.


ITEM 3.    CONTROLS AND PROCEDURES
On April 30, 2004, the Company's Chief Executive Officer and Chief Financial
Officer made an evaluation of the Company's disclosure controls and procedures.
In the Company's opinion, the disclosure controls and procedures are adequate
because the systems of controls and procedures are designed to assure, among
other items, that 1)recorded transactions are valid; 2) valid transactions are
recorded; and 3) transactions are recorded in the proper period in a timely
manner to produce financial statements which present fairly the financial
condition, results of operations and cash flows for the respective periods being
presented. Moreover, the evaluation did not reveal any significant deficiencies
or material weaknesses in the Company's disclosure controls and procedures.
There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect these controls since the last
evaluation.

                         PART II. OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS
Since the filing of the Company's 10-KSB for the period ended December 31, 2003
no material changes have occurred to the legal proceedings reported therein,
except as reported herein below. For more information please see the Company's
Form 10-KSB for the year ended December 31, 2003, filed March 9, 2004 and as
amended on April 16, 2004.

David A. Sawyer and American Aeromotive Corporation v. Karl J. Schumer, Allen E.
--------------------------------------------------------------------------------
Weintraub, Vector Aeromotive Corporation, a Florida corporation and NCI
-----------------------------------------------------------------------
Holdings, Inc., a Nevada corporation. On April 20, 2004, the Company was served
-------------------------------------
with a First Amended Complaint of this action that has been filed in the Circuit
Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida, Case
No. 03-27316 CA (25). The suit seek recovery of damages resulting from the sale
or transfer of various car related interests and rights in or about May of 2001.
Plaintiff alleges a failure of consideration, misrepresentations by Mr. Schumer
and Mr.

                                       11

<PAGE>



Weintraub. The amount of damages sought by the Plaintiff is not specified in the
Amended Complaint. The Company is at present unable to understand or explain the
basis upon which it has been added to the litigation as a defendant. Management
does not believe that it has any liability with regard to the claims alleged and
intends to seek indemnification from the other named party defendants for all
costs associated with defending the Company in this matter. A responsive
pleading has been prepared for filing with the court.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

On March 16, 2004, Jared Gold was issued 70,000,000 shares of the Company's
restricted common stock in exchange for a 100% interest in Black Chandelier,
Inc. The shares were issued in reliance upon Section 4(2) of the Securities Act
of 1933.
Hamlin K. Elrod received 250,000 shares of the Company's restricted common stock
pursuant to Section 4(2) of the Securities Act of 1933 for services rendered as
the former president and director of the Company.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company did not submit any matter to a vote of security holders during the
quarter ended March 31, 2004. Subsequent to the quarter the Company through a
written consent to action by the majority shareholder, Jared Gold, amended its
Articles of Incorporation changing the name from NCI Holdings Inc. to Dark
Dynamite Inc. and increased the number of authorized $0.001 par value shares of
the Common Stock from 600,000,000 to 5,000,000,000.

ITEM 5.   OTHER INFORMATION

Jared Gold's Biography
Jared Gold ,age 32, skills, experience and visionary attributes will be integral
to the development of this company as an easily identifiable brand name. Gold
was appointed to the office of President and Director of Dark Dynamite Inc, on
March 11, 2004. Since his appointment as president, Gold has been presiding over
and managing the identity overhaul of the company. Gold's term of office as
president will be until the next annual meeting of shareholders, or until the
next special meeting of shareholders. Gold's past five years of experience will
be heavily relied on for the development of this new entity. Gold opened the
Jared Gold Couture label and oversaw all marketing, design and shipping aspects
of this company starting in 1997. A few years later, he launched the Black
Chandelier collection as a junior market group, and was immediately successful
with the complex Japanese market. The press and acclaim surrounding Gold's work
have made his aesthetic much adored and copied the world over. Gold's
achievements include designing items and promotional goods for firms such as
Nike (NKE) and Dermalogica, as well as shipping items to the world's most
prestigious retailers such as Barneys New York (BNNY) and Brown's London as well
as lecturing on design at the Otis College of Art and Design. Gold has held
runway shows in both New York City and Los Angeles and has been sponsored by
Audi, Nokia, Red Bull, Acura, Bang and Olufsen, and Evian. Gold's designs have
appeared in several television shows and movies. He himself has appeared on the
BBC's fashion farce series, "Absolutely Fabulous," and his clothing has been
featured on the WB's "Buffy the Vampire Slayer." Mr. Gold maintains his
residence in Salt Lake City to utilize its quiet environment for the invention
and design of new products, and the insulation of outside artistic references.




                                     12

<PAGE>



Employment and Option Contracts

On March 25, 2004, the Company entered into an Advisory Agreement with Douglas
Little which provides for the payment of $20,000 as an initial fee and $3,000
per month thereafter for a term of 12 months. The base fee will be satisfied
with shares of the Company's common stock registered pursuant to the Company's
Employee Benefit Plan on Form S-8. In addition, the Company issued a total of
1,500,000 options to purchase shares of the Company' s common stock at $.04
which was subsequently amended to $.03 per share for the first month. An
additional 1,500,000 options to purchase shares will vest every month over the
term of the Agreement at a strike price which will be calculated at 75% of the
bid price at the time of exercise. The total number of options which may vest
could be as many as 18,000,000 option shares over the term of the Agreement. The
Company has set a floating option price on the remaining option shares because
of the volatility observed in the market price of the Company's shares. Mr
Douglas will be responsible for general marketing, image identity design,
branding, art direction and other related services.
On March 25, 2004, the Company entered into an Advisory Agreement with Donald
Decker which provides forthe payment of $1,000 as an initial fee and $1,000 per
month thereafter for a term of 12 months. The base fee will be satisfied with
shares of the Company's common stock registered pursuant to the Company's
Employee Benefit Plan on Form S-8. In addition, the Company issued a total of
500,000 options to purchase shares of the Company' s common stock at $.04. per
share for the first month. An additional 500,000 options to purchase shares will
vest every month over the term of the Agreement at a strike price which will be
calculated at 75% of the bid price at the time of exercise. The total number of
options which may vest could be as many as 6,000,000 option shares over the term
of the Agreement. The Company has set a floating option price on the remaining
option shares because of the volatility observed in the market price of the
Company's shares. Mr.Decker has provided web design services under the name,
Coderocket, Inc.

On April 29, 2004, the Company entered into an Advisory Agreement with Juliann
Law which provides for the payment of $1,000 as an initial fee and $1,000 per
month thereafter for a term of 12 months. The base fee will be satisfied with
shares of the Company's common stock registered pursuant to the Company's
Employee Benefit Plan on Form S-8. An additional 250,000 options to purchase
shares will vest every month over the term of the Agreement at a strike price
which will be calculated at 75% of the bid price at the time of exercise. The
total number of options which may vest could be as many as 3,000,000 option
shares over the term of the Agreement. The Company has set a floating option
price on the remaining option shares because of the volatility observed in the
market price of the Company's shares. Mrs. Law has provided web design services.
On May 13, 2004, the Company entered into an Employment Agreement with Jared
Gold which provides for the payment of $5,000 per month, plus benefits, when
they become available, in exchange for Mr. Gold's services as CEO of the
Company. The term of the Agreement is 5 years.

Advisory/ Legal Fee Agreements
On April 1, 2004, the Company entered into an Independent Client Service
Agreement with Alexander Wade, Inc. (AWI). The basic terms provide for AWI to
advise and assist in providing business contacts designed to aid in the sale of
products and other management and infrastructure services. The Company is
obligated to pay $15,000 per month for three months in cash or stock.

The Company also retained the services of two attorneys. Michael Golightly a
Utah attorney who is providing legal services in defending the Company against a
Securities and Exchange Commission suit as more fully described in the Company's
Form 10 KSB for the period ended December 31, 2003. Michael Linsky, a Florida
Attorney who is providing legal services with respect to certain claims made
against the Company with respect to the action described above under Item 1
LEGAL PROCEEDINGS. Both attorneys hourly billing rate is approximately $175 per
hour. The Company is negotiating with these individuals to accept shares of the

                                     13

<PAGE>



Company as payment for their services.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:
     ---------
     Exhibits required to be attached by Item 601 of Regulation S-B
     are listed in the Index to Exhibits Beginning on page 8 of this Form
     10-QSB, which is incorporated herein by reference.

     Reports on Form 8-K
     -------------------

     (1) Under a Form 8-K filed on March 23, 2004, NCIH disclosed that it had
     entered into a Stock Exchange Agreement with Jared Gold and Black
     Chandelier, Inc. to acquire 100% ownership of Black Chandelier, Inc. in
     exchange for issuing to Mr. Gold 70,000,000 shares of the Company's common
     stock.


                                  SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, there unto duly authorized.


                                         DARK DYNAMITE, INC.

  Date: May 17, 2004                       /s/ Jared Gold
                                         ---------------------------------------
                                         Jared Gold, CEO, CFO and Director

                                      14

<PAGE>



                                                   INDEX TO EXHIBITS

Exhibit                                                            Page


0                 No.       Description
--------------------------------------------------------------------------------
3(I)              *         Articles of Incorporation of the Company as
                            amended and bylaws are herein incorporated by
                            reference from the Company's Form S-3 filed December
                            22, 1995.
3(I)              *         Articles of Incorporation of the Company as
                            amended and incorporated by reference from the
                            Company's Form 8-K filed May 7, 2003.
3(I)              *         Articles of Incorporation of the Company as
                            amended and incorporated by reference from the
                            Company's Schedule 14C filed May 27, 2003.
3(I)              *         Amendment to Articles of Incorporation of the
                            Company, incorporated by reference from the
                            Company's Schedule 14C filed April 13, 2004,
                            changing the name of the Company to Dark Dynamite,
                            Inc. and increasing the number of authorized common
                            shares from 6,000,000 to 5,000,000,000.
Material Contracts

10(i)             *         Stock Exchange Agreement dated March 15, 2004
                            between the Company, Jared Gold and Black
                            Chandelier, Inc. (Incorporated by reference from the
                            Company's Form 8K filed March 23, 2004.
10(ii)            19        Employment Agreement dated May 13, 2004 between
                            Jared Gold and the Company.
10(iii)           23        Advisory Agreement dated March 25, 2004 between Don
                            Decker and the Company
10(iv)            28        Advisory Agreement dated March 25, 2004 between
                            Douglas Little and the Company
10(v)             33        Stock Option Agreement dated March 25, 2004 between
                            Donald Decker and the Company
10(vi)            36        Stock Option Agreement dated March 25, 2004 between
                            Douglas Little and the Company
10(vii)           39        Advisory Agreement dated April 30, 2004 between
                            Juliann Law and the Company
10(viii)          44        Stock Option Agreement dated March 25, 2004 between
                            Juliann Law and the Company
10(ix)            47        Agreement between Alexander & Wade and the Company
31(i)             16        Statement required by 18 U.S.C. Section 1350, as
                            adopted pursuant to section 906 of the
                            Sarbanes-Oxley Act of 2002.
32(i) 17 Certification of Chief Executive Officer and Chief Financial Officer.
* Previously filed as indicated and incorporated herein by reference from the
referenced filings previously made by the Company.


                                     15

<PAGE>



Exhibit 31(i)
                               CERTIFICATIONS

     I, Jared Gold, certify that:

     1. I have reviewed this quarterly Report on Form 10-QSB of Dark Dynamite
Inc.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

     (b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

     (c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

     (d) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

     5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):


                                     16

<PAGE>



     (a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

     (b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

     Date: May 17, 2004  /s/ Jared Gold
                       -----------------------------------
                       President, CEO and CFO,  Jared Gold

                                      17

<PAGE>



Exhibit 32(i)
                           CERTIFICATION PURSUANT TO
                              18 U.S.C. ss. 1350,
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Dark Dynamite, Inc. (the
"Company") on Form 10-QSB for the period ending March 31, 2004, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Jared Gold, Sole Executive Officer of the Company, certify, pursuant to 18
U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that, to the best of my knowledge and belief:

        (1)       the Quarterly Report on Form 10-QSB of the
                  Registrant, (the "Report") to which this certification is
                  attached as an exhibit, fully complies with the requirements
                  of Section 13(a) of the Securities Exchange Act of 1934; and

        (2)       the information contained in the Report fairly presents, in
                  all material respects, the financial condition and result of
                  operations of the Registrant.

 /s/ Jared Gold
---------------------------
Jared Gold
CEO and CFO
May 17, 2004
















                                    18

<PAGE>




Exhibit 10 (ii)
                           Employment Agreement

AGREEMENT made this 13th day of May, 2004, between Dark Dynamite, Inc., a Nevada
corporation whose corporate headquarters are located in Salt Lake City, Utah
(herein after referred to as "Company"), and Jared Gold, an individual whose
address is 1535 S. 1300 E. Salt Lake City, UT 84105 (hereinafter referred to as
"Employee").

Employee has been, and desires to continue to be, employed by Company and
Company desires to employ Employee in a capacity in which Employee would serve
as President, Chief Executive Officer and Chief Financial Officer.

Now, therefore, it is agreed:

1.     Definitions:

As used in this Agreement:

(a) "Company" means Dark Dynamite, Inc., its successors and assigns, and any of
its present or future subsidiaries, or organizations controlled by, controlling,
or under common control with it.

(b) "Confidential Information" means any and all information disclosed or made
available to Employee or known by Employee as a direct or indirect consequence
of or through his employment by Company and not generally known in the industry
in which Company is or may become engaged, or any information related to
Company's products, processes, or services, including, but not limited to,
information relating to research, development, Plans and Inventions (as defined
below), manufacture, purchasing, accounting, engineering, marketing,
merchandising, or selling.

(c) "Plans and Inventions" means discoveries, concepts, and ideas, whether
patentable or not, relating to any present or prospective activities of Company,
including, but not limited to, processes, methods, formulae, techniques,
devices, and any improvements to the foregoing.

(d) "Company Monthly Base Pay" means Employee's last monthly remuneration, prior
to termination of his employment with Company, before federal, state, and local
taxes and other withholding, but exclusive of extra compensation, such as that
attributable to bonuses, overtime, or employee retirement or pension benefits.

(e) "Conflicting Organization" means any person or organization engaged,
directly or indirectly, in the research, development, production, marketing or
selling of a Conflicting Product.

(f) "Conflicting Product" means any product, process, or service of any person
or organization, other than Company, in existence or under development, which
resembles, competes with or is marketed or offered


                                      19

<PAGE>



for sale or lease to the same or similar potential customers as a product,
process, or service which is the subject of research, development, production,
marketing or selling activities of Company.

2.     Duties:

The Employee shall be employed by Company and shall faithfully and to the best
of his ability perform such duties and render such services as may be directed
by Company, including, but not limited to, the following:

       o     Management of the operations and finances of the company, executive
             governance of the Company as required by the Office of President
             under the By-Laws of the Company and as directed by the Board of
             Directors.

3.     Compensation, Term, and Termination:

As compensation for his services, Employee shall receive the following
compensation:

       o     A base salary of $5,000 per month, payable in cash, common or
             preferred stock of the Company, the form to be at the election of
             Employee.

       o     Eligible for all employee benefits that are provided by the Company
             to its employees.

       o     Reimbursement for all Company approved expenses, if submitted to
             the Company within 45-days of incurring the expense.

This employment agreement shall continue for five (5) years from the effective
date of this agreement. At all times, this employment contract is subject to the
right of Company to terminate the employment on two weeks notice. Company shall
have the right to terminate such employment at any time in the event of default
or nonperformance by Employee of any of the provisions of this Agreement. In the
event of notice given by either party, Employee shall continue to work for
Company for the full notice period, if so requested by Company. Company reserves
the right at any time to pay to Employee his full salary for any required notice
period and to terminate his employment immediately or at any time during such
notice period.

4.     Benefits, Bonuses and Expenses:

(1) Company may provide for Employee benefits as it, in the sole discretion of
Company's Board of Directors, shall deem appropriate. Such benefits shall be
provided to Employee in such a manner as shall be determined by the Board of
Directors. (2) Company may pay to Employee bonuses as it, in the sole discretion
of Company's Board of Directors, shall deem appropriate. Employee acknowledges
that Company makes no assurance that a bonus, if any, will be awarded to
Employee for any services performed during any term of this employment contract.
(3) Additionally, Company may reimburse Employee for expenses as it, in the sole
discretion of Company's Board of Directors, shall deem


                                     20

<PAGE>



appropriate. Such expense reimbursements shall be paid to Employee as ordered by
the Board of Directors.


5.     Disclosure of Confidential Information:

(a) Confidentiality. Except as required in the performance of his duties to
Company, Employee shall treat as confidential and shall not, directly or
indirectly, use, disseminate, disclose, publish, or otherwise make available any
Confidential Information or any portion thereof.

(b) Return of confidential information. Upon termination of his employment with
Company, all documents, records, notebooks, and similar repositories containing
Confidential Information, including copies thereof, then in Employee's
possession, whether prepared by him or others, shall be promptly returned to
Company. If at any time after the termination of employment Employee determines
that he has any Confidential Information in his possession or control, he shall
immediately return to Company all such Confidential Information, including all
copies and portions thereof.

6.     Binding Effect:

This Agreement shall be binding upon the parties hereto and upon their
respective executors, administrators, legal representatives, successors, and
assigns.

7.     Enforcement:

The formation, effect, performance and construction of this Agreement shall be
governed by the laws of the State of Utah of the United States of America.

8.     Entire Agreement and Waiver of Prior Rights:

This Agreement and any attachments hereto constitute the entire agreement and
understanding of the parties with respect to the subject matter hereof and
supersede all prior agreements and understandings, whether oral or written,
including, but not limited to, any prior agreement for compensation, in which
compensation has not been paid. By executing this agreement, Employee
acknowledges that he is waiving all rights granted by prior agreements. No
modification or claimed waiver of any of the provisions hereof shall be valid
unless in writing and signed by the duly authorized representative against whom
such modification or waiver is sought to be enforced.

9.     Other Rights:

Nothing contained in this Agreement shall be construed as conferring by
implication, estoppel, or otherwise upon either party any license or other right
except the licenses and rights expressly granted hereunder to that party.

10.    Acceptance:

Each party hereby accepts the licenses and rights granted to it by a party under
this Agreement subject to


                                      21

<PAGE>



all of the terms and conditions of this Agreement.

In witness whereof, the parties have executed this Agreement on the day and year
first above written.


Employee: Jared Gold                                Company: Dark Dynamite, Inc.



 /s/ Jared Gold                           By: /s/ Jared Gold
--------------------                      --------------------------------------
Jared Gold                                Name: Jared Gold
                                          --------------------------------------
Individual                                Office: President, Director
                                          --------------------------------------































                                     22

<PAGE>




Exhibit 10(iii)
                             ADVISORY AGREEMENT

         THIS ADVISORY AGREEMENT ( the "Agreement") is made this 25th day of
March, 2004 by and between Donald Decker ("Advisor") and NCI Holdings Inc., a
corporation with its offices located 268 West 400 South, Salt Lake City, Utah
84101 (the "Company").

         WHEREAS, Advisor has experience in designing, operating and maintaining
 web sites; and

         WHEREAS, the Company desires to compensate Advisor to for his services
to the Company as set forth above and herein below.

         NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company, and
Advisor agree as follows:

1.       Engagement

         The Company hereby agrees to compensate Advisor, effective as of the
date hereof ( the "Effective Date") as provided herein, for his assistance to
the Company and its related entities for the following services but not limited
to: design and maintenance of all websites associated with the company and its
subsidiaries, including but not limited to; Black Chandelier, Dark Dynamite, The
Genevieve, Modern Alchemy, and Chandelier. These duties include but are not
limited to initial design, domain registration, maintenance, updating, problem
solving, efficiency, electronic marketing and awareness.

The Services were and are to be provided on a "best efforts" basis directly and
through Advisor or others employed or retained and under the direction of
Advisor ("Advisor's Personnel");

2.       Term

         This Agreement shall have an initial term of twelve (12) months (the
         "Primary Term"), commencing with the Effective Date. At the conclusion
         of the Primary Term this Agreement may be extended by mutual consent of
         the parties on such terms as to which they may mutually agree.

3.       Time and Effort of Advisor

         Advisor shall allocate time and Advisor's Personnel as he deems
         necessary to provide the Services. The particular amount of time may
         vary from day to day or week to week. Nonetheless, Advisor will submit
         a detailed invoice summarizing the services performed on a monthly
         basis.

4.       Compensation

         The Company agrees to pay Advisor a fee for services described herein
         which is equal to an

                                         23

<PAGE>



         initial fee of $1,000 to retain Advisor and the subsequent payment of
         $1,000 per month. The initial fee and subsequent monthly payments will
         be satisfied through the delivery of shares of common stock to be
         issued on monthly basis without restriction pursuant to a Form S-8
         Registration Statement. In addition, Advisor will receive a total of
         6,000,000 million options to purchase shares of the Company's $.001 par
         value common stock as an incentive.

         The stock options will vest as follows: 500,000 options vesting upon
         the signing of this agreement and 500,000 options vesting every 30 days
         thereafter, provided that the Board of Directors at its sole discretion
         remains satisfied with the level of service being provided by Advisor
         and Advisor fulfills his obligations under this Agreement.

         The Company will set the exercise price for the initial 500,000 shares
         at $.04 per share. The Company will thereafter set the exercise price
         on a monthly basis as each 500,000 block of options becomes vested
         taking into account prevailing market conditions. The complete terms of
         the options granted herein are outlined in the Stock Option Agreement
         attached hereto as Exhibit A.

         With respect to the above referenced issuances, the Company and Advisor
         stipulates that shares are being issued for services that were not in
         connection with the offer or sale of securities in a capital-raising
         transaction, and do not directly, or indirectly, promote or maintain a
         market for the Company's securities. The Company further stipulates
         that Donald Decker is not an officer, director, or otherwise a control
         person of the Corporation.

5.       Place of Services

         The Services provided by Advisor or Advisor's Personnel hereunder have
         been or will be performed at Advisor's offices except as otherwise
         mutually agreed by Advisor and the Company.

6.       Independent Contractor

         Advisor and Advisor's Personnel has acted and will continue to act as
         an independent contractor in the performance of its duties under this
         Agreement. Accordingly, Advisor will be responsible for payment of all
         federal, state, and local taxes on compensation paid under this
         Agreement, including income and social security taxes, unemployment
         insurance, and any other taxes due relative to Advisor's Personnel, and
         any and all business license fees as may be required. This Agreement
         neither expressly nor impliedly creates a relationship of principal and
         agent, or employee and employer, between Advisor's Personnel and the
         Company. Neither Advisor nor Advisor's Personnel are authorized to
         enter into any agreements on behalf of the Company.

7.       No Agency Express or Implied

         This Agreement neither expressly nor impliedly creates a relationship
         of principal and agent between the Company and Advisor, or employee and
         employer as between Advisor's Personnel and the Company.

                                         24

<PAGE>



8.       Indemnification

         Subject to the provisions herein, the Company and Advisor agree to
         indemnify, defend and hold each other harmless from and against all
         demands, claims, actions, losses, damages, liabilities, costs and
         expenses, including without limitation, interest, penalties and
         attorneys' fees and expenses asserted against or imposed or incurred by
         either party by reason of or resulting from any action or a breach of
         any representation, warranty, covenant, condition, or agreement of the
         other party to this Agreement.

9.       Remedies

         Advisor and the Company acknowledge that in the event of a breach of
         this Agreement by either party, money damages would be inadequate and
         the non-breaching party would have no adequate remedy at law.
         Accordingly, in the event of any controversy concerning the rights or
         obligations under this Agreement, such rights or obligations shall be
         enforceable in a court of equity by a decree of specific performance.
         Such remedy, however, shall be cumulative and nonexclusive and shall be
         in addition to any other remedy to which the parties may be entitled.

10.      Miscellaneous

         (A)      Subsequent Events.  Advisor and the Company each agree to
                  ------------------
                  notify the other party if, subsequent to the date of this
                  Agreement, either party incurs obligations which could
                  compromise its efforts and obligations under this Agreement.

         (B)      Amendment. This Agreement may be amended or modified at any
                  ----------
                  time and in any manner only by an instrument in writing
                  executed by the parties hereto.

         (C)      Further Actions and Assurances. At any time and from time to
                  -------------------------------
                  time, each party agrees, at its or their expense, to take
                  actions and to execute and deliver documents as may be
                  reasonably necessary to effectuate the purposes of this
                  Agreement.

         (D)      Waiver.  Any failure of any party to this Agreement to comply
                  -------
                  with any of its obligations, agreements, or conditions
                  hereunder may be waived in writing by the party to whom such
                  compliance is owed.  The failure of any party to this
                  Agreement to enforce at any time any of the provisions of this
                  Agreement shall in no way be construed to be a waiver of any
                  such provision or a waiver of the right of such party
                  thereafter to enforce each and every such provision.  No
                  waiver of any breach of or noncompliance with this Agreement
                  shall be held to be a waiver of any other or subsequent breach
                  or noncompliance.

         (E)      Assignment. Neither this Agreement nor any right created by it
                  -----------
                  shall be assignable by either party without the prior written
                  consent of the other or as stated herein.

         (F)      Notices. Any notice or other communication required or
                  --------
                  permitted by this Agreement

                                             25

<PAGE>



                  must be in writing and shall be deemed to be properly given
                  when delivered in person to an officer of the other party,
                  when deposited in the United States mails for transmittal by
                  certified or registered mail, postage prepaid, or when
                  deposited with a public telegraph company for transmittal, or
                  when sent by facsimile transmission charges prepaid, provided
                  that the communication is addressed:

                  (i)     In the case of the Company: NCI Holdings, Inc.
                                                      268 West 400 South,
                                                      Suite 300
                                                      Salt Lake City, UT 84101
                                                      Telephone: (801) 575-8073
                                                      Telefax: (801) 575-8092

                  (ii)     In the case of Advisor:    Donald Decker
                                                      227 S. 1300 E.  #7
                                                      Salt Lake City, UT 84102
                                                      Telephone: (801)582-9550

or to such other person or address designated in writing by the Company or
Advisor to receive notice.

         (G)      Headings. The section and subsection headings in this
                  ---------
                  Agreement are inserted for convenience only and shall not
                  affect in any way the meaning or interpretation of this
                  Agreement.

         (H)      Governing Law. This Agreement was negotiated and is being
                  --------------
                  contracted for in Utah, and shall be governed by the laws of
                  the State of Utah, and the United States of America, not
                  withstanding any conflict-of-law provision to the contrary.

         (I)      Binding Effect. This Agreement shall be binding upon the
                  ---------------
                  parties hereto and inure to the benefit of the parties, their
                  respective heirs, administrators, executors, successors, and
                  assigns.

         (J)      Entire Agreement. This Agreement contains the entire agreement
                  -----------------
                  between the parties hereto and supersedes any and all prior
                  agreements, arrangements, or understandings between the
                  parties relating to the subject matter of this Agreement. No
                  oral understan dings, statements, promises, or inducements
                  contrary to the terms of this Agreement exist. No
                  representations, warranties, covenants, or conditions, express
                  or implied, other than as set forth herein, have been made by
                  any party.

         (K)      Severability. If any part of this Agreement is deemed to be
                  -------------
                  unenforceable the balance of the Agreement shall remain in
                  full force and effect.

         (L)      Counterparts. A facsimile, telecopy, or other reproduction of
                  -------------
                  this Agreement may be


                                       26

<PAGE>



                  executed simultaneously in two or more counterparts, each of
                  which shall be deemed an original, but all of which together
                  shall constitute one and the same instrument, by one or more
                  parties hereto and such executed copy may be delivered by
                  facsimile or similar instantaneous electronic transmission
                  device pursuant to which the signature of or on behalf of such
                  party can be seen. In this event, such execution and delivery
                  shall be considered valid, binding and effective for all
                  purposes. At the request of any party hereto, all parties
                  agree to execute an original of this Agreement as well as any
                  facsimile, telecopy or other reproduction hereof.

         (M)      Time is of the Essence. Time is of the essence of this
                  Agreement and of each and every provision hereof.


         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date above written.

         The "Company"                                        "Advisor"
         NCI Holdings, Inc.                                   Donald Decker
         A Nevada Corporation                                 An Individual


         By:  /s/ Jared Gold                         /s/ Donald Decker
             --------------------------            -----------------------
             Jared Gold, President                 Donald Decker



















                                      27

<PAGE>




Exhibit 10(iv)
                              ADVISORY AGREEMENT

         THIS ADVISORY AGREEMENT ( the "Agreement") is made this day of March,
2004 by and between Douglas Little ("Advisor") and NCI Holdings Inc., a
corporation with its offices located 268 West 400 South, Salt Lake City, Utah
84101 (the "Company").

         WHEREAS, Advisor has experience in marketing, branding, promoting and
strategizing business endeavors for artistic and eccentric companies and their
products; and

         WHEREAS, the Company desires to compensate Advisor to for his services
to the Company as set forth above and herein below.

         NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company, and
Advisor agree as follows:

1.       Engagement

         The Company hereby agrees to compensate Advisor, effective as of the
date hereof ( the "Effective Date") as provided herein, for his assistance to
the Company and its related entities for the following services but not limited
to: general marketing and strategizing, image identity design, branding, public
relations planning, packaging design, product research and development, art
direction, location of additional products or companies which the Company may
deem beneficial to acquire, marketing research, marketing materials design,
sales and distribution research for the Company and its related entities.

The Services were and are to be provided on a "best efforts" basis directly and
through Advisor or others employed or retained and under the direction of
Advisor ("Advisor's Personnel");

2.       Term

         This Agreement shall have an initial term of twelve (12) months (the
         "Primary Term"), commencing with the Effective Date. At the conclusion
         of the Primary Term this Agreement may be extended by mutual consent of
         the parties on such terms as to which they may mutually agree.

3.       Time and Effort of Advisor

         Advisor shall allocate time and Advisor's Personnel as he deems
         necessary to provide the Services. The particular amount of time may
         vary from day to day or week to week. Nonetheless, Advisor will submit
         a detailed invoice summarizing the services performed on a

                                        28

<PAGE>



         monthly basis.

4.       Compensation

         The Company agrees to pay Advisor a fee for services described herein
         which is equal to an initial fee of $20,000 to retain Advisor and the
         subsequent payment of $3,000 per month. The initial fee and subsequent
         monthly payments will be satisfied through the delivery of shares of
         common stock to be issued on monthly basis without restriction pursuant
         to a Form S-8 Registration Statement. In addition, Advisor will receive
         a total of 18,000,000 million options to purchase shares of the
         Company's $.001 par value common stock as an incentive.

         The stock options will vest as follows: 1,500,000 options vesting upon
         the signing of this agreement and 1,500,000 options vesting every 30
         days thereafter, provided that the Board of Directors at its sole
         discretion remains satisfied with the level of service being provided
         by Advisor and Advisor fulfills his obligations under this Agreement.

         The Company will set the exercise price for the initial 1,500,000
         shares at $.04 per share. The Company will thereafter set the exercise
         price on a monthly basis as each 1,500,000 block of options becomes
         vested taking into account prevailing market conditions. The complete
         terms of the options granted herein are outlined in the Stock Option
         Agreement attached hereto as Exhibit A.

         With respect to the above referenced issuances, the Company and Advisor
         stipulates that shares are being issued for services that were not in
         connection with the offer or sale of securities in a capital-raising
         transaction, and do not directly, or indirectly, promote or maintain a
         market for the Company's securities. The Company further stipulates
         that Douglas Little is not an officer, director, or otherwise a control
         person of the Corporation.

5.       Place of Services

         The Services provided by Advisor or Advisor's Personnel hereunder have
         been or will be performed at Advisor's offices except as otherwise
         mutually agreed by Advisor and the Company.

6.       Independent Contractor

         Advisor and Advisor's Personnel has acted and will continue to act as
         an independent contractor in the performance of its duties under this
         Agreement. Accordingly, Advisor will be responsible for payment of all
         federal, state, and local taxes on compensation paid under this
         Agreement, including income and social security taxes, unemployment
         insurance, and any other taxes due relative to Advisor's Personnel, and
         any and all business license fees as may be required. This Agreement
         neither expressly nor impliedly creates a relationship of principal and
         agent, or employee and employer, between Advisor's Personnel and the
         Company. Neither Advisor nor Advisor's Personnel are authorized to
         enter into any agreements on behalf of the Company.


                                          29

<PAGE>



7.       No Agency Express or Implied

         This Agreement neither expressly nor impliedly creates a relationship
         of principal and agent between the Company and Advisor, or employee and
         employer as between Advisor's Personnel and the Company.

8.       Indemnification

         Subject to the provisions herein, the Company and Advisor agree to
         indemnify, defend and hold each other harmless from and against all
         demands, claims, actions, losses, damages, liabilities, costs and
         expenses, including without limitation, interest, penalties and
         attorneys' fees and expenses asserted against or imposed or incurred by
         either party by reason of or resulting from any action or a breach of
         any representation, warranty, covenant, condition, or agreement of the
         other party to this Agreement.

9.       Remedies

         Advisor and the Company acknowledge that in the event of a breach of
         this Agreement by either party, money damages would be inadequate and
         the non-breaching party would have no adequate remedy at law.
         Accordingly, in the event of any controversy concerning the rights or
         obligations under this Agreement, such rights or obligations shall be
         enforceable in a court of equity by a decree of specific performance.
         Such remedy, however, shall be cumulative and nonexclusive and shall be
         in addition to any other remedy to which the parties may be entitled.

10.      Miscellaneous

         (A)      Subsequent Events. Advisor and the Company each agree to
                  ------------------
                  notify the other party if, subsequent to the date of this
                  Agreement, either party incurs obligations which could
                  compromise its efforts and obligations under this Agreement.

         (B)      Amendment. This Agreement may be amended or modified at any
                  ----------
                  time and in any manner only by an instrument in writing
                  executed by the parties hereto.

         (C))     Further Actions and Assurances. At any time and from time to
                  -------------------------------
                  time, each party agrees, at its or their expense, to take
                  actions and to execute and deliver documents as may be
                  reasonably necessary to effectuate the purposes of this
                  Agreement.

         (D)      Waiver. Any failure of any party to this Agreement to comply
                  -------
                  with any of its obligations, agreements, or conditions
                  hereunder may be waived in writing by the party to whom such
                  compliance is owed. The failure of any party to this Agreement
                  to enforce at any time any of the provisions of this Agreement
                  shall in no way be construed to be a waiver of any such
                  provision or a waiver of the right of such party thereafter to
                  enforce each and every such provision. No waiver of any breach
                  of or noncompliance with this Agreement shall be held to be a
                  waiver of any other or subsequent breach or

                                         30

<PAGE>



                  noncompliance.

         (E)      Assignment. Neither this Agreement nor any right created by it
                  -----------
                  shall be assignable by either party without the prior written
                  consent of the other or as stated herein.

         (F)      Notices. Any notice or other communication required or
                  --------
                  permitted by this Agreement must be in writing and shall be
                  deemed to be properly given when delivered in person to an
                  officer of the other party, when deposited in the United
                  States mails for transmittal by certified or registered mail,
                  postage prepaid, or when deposited with a public telegraph
                  company for transmittal, or when sent by facsimile
                  transmission charges prepaid, provided that the communication
                  is addressed:

                  (i)     In the case of the Company:  NCI Holdings, Inc.
                                                       268 West 400 South,
                                                       Suite 300
                                                       Salt Lake City, UT 84101
                                                       Telephone: (801)575-8073
                                                       Telefax:: (801)575-8092

                  (ii)     In the case of Advisor:     Douglas Little
                                                       14617 Albers St.
                                                       Sherman Oakes, CA 91411
                                                       Telephone: (818)989-4012

or to such other person or address designated in writing by the Company or
Advisor to receive notice.

         (G)      Headings. The section and subsection headings in this
                  ---------
                  Agreement are inserted for convenience only and shall not
                  affect in any way the meaning or interpretation of this
                  Agreement.

         (H)      Governing Law. This Agreement was negotiated and is being
                  --------------
                  contracted for in Utah, and shall be governed by the laws of
                  the State of Utah, and the United States of America, not
                  withstanding any conflict-of-law provision to the contrary.

         (I)      Binding Effect. This Agreement shall be binding upon the
                  ---------------
                  parties hereto and inure to the benefit of the parties, their
                  respective heirs, administrators, executors, successors, and
                  assigns.

         (J)      Entire Agreement. This Agreement contains the entire agreement
                  -----------------
                  between the parties hereto and supersedes any and all prior
                  agreements, arrangements, or understandings between the
                  parties relating to the subject matter of this Agreement. No
                  oral understan dings, statements, promises, or inducements
                  contrary to the terms of this Agreement exist. No
                  representations, warranties, covenants, or conditions, express
                  or implied, other


                                         31

<PAGE>



                  than as set forth herein, have been made by any party.

         (K)      Severability. If any part of this Agreement is deemed to be
                  -------------
                  unenforceable the balance of the Agreement shall remain in
                  full force and effect.

         (L)      Counterparts. A facsimile, telecopy, or other reproduction of
                  -------------
                  this Agreement may be executed simultaneously in two or more
                  counterparts, each of which shall be deemed an original, but
                  all of which together shall constitute one and the same
                  instrument, by one or more parties hereto and such executed
                  copy may be delivered by facsimile or similar instantaneous
                  electronic transmission device pursuant to which the signature
                  of or on behalf of such party can be seen.  In this event,
                  such execution and delivery shall be considered valid, binding
                  and effective for all purposes.  At the request of any party
                  hereto, all parties agree to execute an original of this
                  Agreement as well as any facsimile, telecopy or other
                  reproduction hereof.

         (M)      Time is of the Essence. Time is of the essence of this
                  -----------------------
                  Agreement and of each and every provision hereof.


         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date above written.

         The "Company"                            "Advisor"
         NCI Holdings, Inc.                       Douglas Little
         A Nevada Corporation                     An Individual



         By:  /s/ Jared Gold                        /s/ Douglas Little
            -------------------------             ------------------------
            Jared Gold, President                 Douglas Little














                                       32

<PAGE>




Exhibit 10 (v)

                           STOCK OPTION AGREEMENT

         This Stock Option Agreement ("Stock Option Agreement") is granted this
25th day of March, 2004 by NCI Holdings, Inc. (the "Company") to Donald Decker,
a Utah resident ("Optionee").

                                  PREMISES

         A.       The Company has received valuable services from Optionee in
                  the past and desires to compensate Optionee for these services
                  by issuing Optionee an option (the "Option") to purchase a
                  total of 6,000,000, shares of the Company's common stock, par
                  value $0.001 to be issued pursuant to a Form S-8 under the
                  Securities Act of 1933 as amended ("Form S-8").
         B.       The exercise price of the Common Stock issuable on exercise of
                  the options at the date of this grant shall be $.04 per share
                  of 500,000 shares. The exercise price for the remaining shares
                  will be set by the Board of Directors as each subsequent block
                  of options vests.
         C.       These Options are being granted pursuant to the 2004 Benefit
                  Plan, which is incorporated herein by this reference.

                                                       GRANT

         1.       Grant of Options. The Company hereby irrevocably grants
                  -----------------
                  Optionee the right and option ("Option") to purchase all of
                  the above described 6,000,000 shares of Common Stock, on the
                  terms and conditions set forth herein and subject to the
                  provisions of the Stock Benefit Plan.

         2.       Vesting.  The option to purchase 6,000,000 shares of the
                  --------
                  Company's common stock shall vest as follows provided that
                  Board of Directors remains satisfied with the level of service
                  being provided by Optionee pursuant to the Advisory Agreement
                  dated March 26, 2004 and Optionee fulfills his obligations
                  under such agreement: March 26, 2004 - 500,000, April 26, 2004
                  - 500,000,  May 26, 2004 - 500,000, June 26, 2004 - 500,000,
                  July 26, 2004 - 500,000, August 26, 2004 - 500,000, September
                  26, 2004 -500,000, October 26, 2004 -500,000, November 26,
                  2004 -500,000, December 26, 2004 -500,000, January 26, 2005
                  -500,000,and February 26, 2005 -500,000.

         3.       Term of Option. This Option may be exercised, in whole or in
                  ---------------
                  part, at any time but before 2 Years has elapsed from the date
                  of this Option.

         4.       Method of Exercising. This Option may be exercised in
                  ---------------------
                  accordance with all the terms and conditions set forth in this
                  Option and the Stock Benefit Plan, by delivery of a notice of
                  exercise a form of which is attached hereto as Exhibit "A" and
                  incorporated herein by


                                        33

<PAGE>



                  this reference, setting forth the number of Options along with
                  a signed letter of instruction to the stock broker Optionee
                  will employ in selling the shares indicating that the
                  specified exercise price shall be paid immediately upon the
                  sale or otherwise within one week of Optionee's exercise of
                  this Option.

         5.       Optionee Not an Affiliate. Optionee hereby represents,
                  --------------------------
                  warrants and covenants that he is not an affiliate of the
                  Company as that term is defined in Rule 144(a)(1) under the
                  Securities Act of 1933.

         6.       Availability of Shares. During the term of this Option, the
                  -----------------------
                  Company shall reserve for issuance the number of shares of
                  Common Stock required to satisfy this Option.

         7.       Adjustments to Number of Shares. The number of shares of
                  --------------------------------
                  Common Stock subject to this Option shall be adjusted to take
                  into account any stock splits, stock dividends,
                  recapitalization of the Common Stock as provided in the Stock
                  Benefit Plan.

         8.       Limitation on Exercise. If the board of directors of the
                  -----------------------
                  Company, in its sole discretion, shall determine that it is
                  necessary or desirable to list, register, or qualify the
                  Common Stock under any state or federal law, this Option may
                  not be exercised, in whole or part, until such listing,
                  registration, or qualification shall have been obtained free
                  of any conditions not acceptable to the board of directors.

         9.       Restrictions on Transfer.  The Option has not been registered
                  -------------------------
                  under the Securities Act of 1933, as amended (the "Securities
                  Act"), or any state securities statutes.  Optionee
                  acknowledges that unless a registration statement with respect
                  to the Option is filed and declared effective by the
                  Securities and Exchange Commission and the appropriate state
                  governing agency, the Option has or will be granted and issued
                  in reliance on specific exemptions from such registration
                  requirements for transaction by an issuer not involving a
                  public offering and specific exemptions under the state
                  statutes.  Any disposition of the Option may, under certain
                  circumstances, be inconsistent with such exemption therefrom
                  unless the person desiring to sell provides an opinion of
                  counsel or other evidence satisfactory to the Company to the
                  effect that registration is not required. In some such states,
                  specific conditions must be met or approval of the securities
                  regulatory authorities required before any such offer or sale
                  or other transfer thereof:

                 THE SECURITIES REPRESENTED BY THIS CERTIFICATE
                 HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                 ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
                 AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING
                 OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT.
                 THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT
                 AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT
                 COMPLYING WITH RULE 144 IN THE ABSENCE OF AN
                 EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER
                 THE SECURITIES ACT.



                                         34

<PAGE>



                  The shares of Common Stock issuable on exercise of the Option
                  will be qualified for registration under a Form S-8
                  Registration Statement to be filed with the Securities and
                  Exchange Commission.

         10.      Record Owner. The Company may deem the Optionee as the
                  -------------
                  absolute owner of this Option for all purposes. This Option is
                  exercisable only by the Optionee, or by the Optionee's duly
                  designated appointed representative. This Option is not
                  assignable.

         11.      Shareholder's Rights. The Optionee shall have shareholder
                  ---------------------
                  rights with respect to the Option shares only when Optionee
                  has exercised this Option to purchase those shares and
                  provided the Company with the letter of instruction specified
                  in Section 4 of this Option.

         12.      Validity and Construction. The validity and construction of
                  --------------------------
                  this Agreement shall be governed by the laws of the State of
                  Utah.

         IN WITNESS WHEREOF, the below signatures evidence the execution of this
Option by the parties on the date first appearing herein.

OPTIONEE                                          NCI HOLDINGS, INC.
/s/ Donald Decker                                  /s/ Jared Gold
------------------------------                    ------------------------------
Donald Decker, Optionee                           Jared Gold, President



















                                        35

<PAGE>




Exhibit (vi)
                              STOCK OPTION AGREEMENT

         This Stock Option Agreement ("Stock Option Agreement") is granted this
25th day of March, 2004 by NCI Holdings, Inc. (the "Company") to Douglas Little,
a California resident ("Optionee").

                                    PREMISES

         A.       The Company has received valuable services from Optionee in
                  the past and desires to compensate Optionee for these services
                  by issuing Optionee an option (the "Option") to purchase a
                  total of 18,000,000, shares of the Company's common stock, par
                  value $0.001 to be issued pursuant to a Form S-8 under the
                  Securities Act of 1933 as amended ("Form S-8").
         B.       The exercise price of the Common Stock issuable on exercise of
                  the options at the date of this grant shall be $.04 per share
                  of 1,500,000 shares. The exercise price for the remaining
                  shares will be set by the Board of Directors as each
                  subsequent block of options vests.
         C.       These Options are being granted pursuant to the 2004 Benefit
                  Plan, which is incorporated herein by this reference.

                                          GRANT

         1.       Grant of Options. The Company hereby irrevocably grants
                  Optionee the right and option ("Option") to purchase all of
                  the above described 18,000,000 shares of Common Stock, on the
                  terms and conditions set forth herein and subject to the
                  provisions of the Stock Option Plan.

         2.       Vesting.  The option to purchase 18,000,000 shares of the
                  --------
                  Company's common stock shall vest as follows provided that
                  Board of Directors remains satisfied with the level of service
                  being provided by Optionee pursuant to the Advisory Agreement
                  dated March 26, 2004 and Optionee fulfills his obligations
                  under such agreement: March 26, 2004 - 1,500,000, April 26,
                  2004 - 1,500,000,  May 26, 2004 - 1,500,000, June 26, 2004 -
                  1,500,000, July 26, 2004 - 1,500,000, August 26, 2004 -
                  1,500,000, September 26, 2004 - 1,500,000, October 26, 2004
                  -1,500,000, November 26, 2004 -1,500,000, December 26, 2004
                  -1,500,000, January 26, 2005 -1,500,000,and February 26, 2004
                  -1,500,000.

         3.       Term of Option. This Option may be exercised, in whole or in
                  ---------------
                  part, at any time but before 2 Years has elapsed from the date
                  of this Option.

         4.       Method of Exercising. This Option may be exercised in
                  ---------------------
                  accordance with all the terms and conditions set forth in this
                  Option and the Stock Option Plan, by delivery of a notice of
                  exercise a form of which is attached hereto as Exhibit "A" and
                  incorporated herein by this reference, setting forth the
                  number of Options along with a signed letter of


                                          36

<PAGE>



                  instruction to the stock broker Optionee will employ in
                  selling the shares indicating that the specified exercise
                  price shall be paid immediately upon the sale or otherwise
                  within one week of Optionee's exercise of this Option.

         5.       Optionee Not an Affiliate. Optionee hereby represents,
                  --------------------------
                  warrants and covenants that he is not an affiliate of the
                  Company as that term is defined in Rule 144(a)(1) under the
                  Securities Act of 1933.

         6.       Availability of Shares. During the term of this Option, the
                  -----------------------
                  Company shall reserve for issuance the number of shares of
                  Common Stock required to satisfy this Option.

         7.       Adjustments to Number of Shares. The number of shares of
                  --------------------------------
                  Common Stock subject to this Option shall be adjusted to take
                  into account any stock splits, stock dividends,
                  recapitalization of the Common Stock as provided in the Stock
                  Option Plan.

         8.       Limitation on Exercise. If the board of directors of the
                  -----------------------
                  Company, in its sole discretion, shall determine that it is
                  necessary or desirable to list, register, or qualify the
                  Common Stock under any state or federal law, this Option may
                  not be exercised, in whole or part, until such listing,
                  registration, or qualification shall have been obtained free
                  of any conditions not acceptable to the board of directors.

         9.       Restrictions on Transfer.  The Option has not been registered
                  -------------------------
                  under the Securities Act of 1933, as amended (the "Securities
                  Act"), or any state securities statutes.  Optionee
                  acknowledges that unless a registration statement with respect
                  to the Option is filed and declared effective by the
                  Securities and Exchange Commission and the appropriate state
                  governing agency, the Option has or will be granted and issued
                  in reliance on specific exemptions from such registration
                  requirements for transaction by an issuer not involving a
                  public offering and specific exemptions under the state
                  statutes.  Any disposition of the Option may, under certain
                  circumstances, be inconsistent with such exemption therefrom
                  after the person desiring to sell provides an opinion of
                  counsel or other evidence satisfactory to the Company to the
                  effect that registration is not required. In some such states,
                  specific conditions must be met or approval of the securities
                  regulatory authorities required before any such offer or sale
                  or other transfer thereof:

                 THE SECURITIES REPRESENTED BY THIS CERTIFICATE
                 HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                 ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
                 AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING
                 OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT.
                 THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT
                 AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT
                 COMPLYING WITH RULE 144 IN THE ABSENCE OF AN
                 EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER
                 THE SECURITIES ACT.

                  The shares of Common Stock issuable on exercise of the Option
                  will be qualified for


                                         37

<PAGE>



                  registration under a Form S-8 Registration Statement to be
                  filed with the Securities and Exchange Commission.

         10.      Record Owner. The Company may deem the Optionee as the
                  -------------
                  absolute owner of this Option for all purposes. This Option is
                  exercisable only by the Optionee, or by the Optionee's duly
                  designated appointed representative. This Option is not
                  assignable.

         11.      Shareholder's Rights. The Optionee shall have shareholder
                  ---------------------
                  rights with respect to the Option shares only when Optionee
                  has exercised this Option to purchase those shares and
                  provided the Company with the letter of instruction specified
                  in Section 4 of this Option.

         12.      Validity and Construction. The validity and construction of
                  --------------------------
                  this Agreement shall be governed by the laws of the State of
                  Utah.

         IN WITNESS WHEREOF, the below signatures evidence the execution of this
Option by the parties on the date first appearing herein.

OPTIONEE                                          NCI HOLDINGS, INC.
  /s/ Douglas Little                               /s/ Jared Gold
-----------------------------                     ------------------------------
Douglas Little, Optionee                          Jared Gold, President



























                                       38

<PAGE>




Exhibit (vii)

                              ADVISORY AGREEMENT

         THIS ADVISORY AGREEMENT ( the "Agreement") is made this 30 day of
April, 2004 by and between Juliann Law ("Advisor") and Dark Dynamite., a
corporation with its offices located 268 West 400 South, Salt Lake City, Utah
84101 (the "Company").

         WHEREAS, Advisor has experience in designing, illustrating and
rendering artwork for screen prints, merchandise, and other promotional
materials; and

         WHEREAS, the Company desires to compensate Advisor to for his services
to the Company as set forth above and herein below.

         NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company, and
Advisor agree as follows:

1.       Engagement

         The Company hereby agrees to compensate Advisor, effective as of the
date hereof ( the "Effective Date") as provided herein, for his assistance to
the Company and its related entities for the design, creation and rendering of
graphics, illustrations, packaging artwork, web artwork, catalogue artwork, or
any creative artwork endeavor deemed necessary by the Company and its related
entities for a period of 12 months. All artwork rendered under this agreement
becomes the property of the Company, however permission is hereby granted for
the use of copies by the Advisor for internal purposes such as self promotion,
archiving, or exposition. No artwork or concepts may be sold or otherwise
transferred to other companies, competitors, or entities.

The Services were and are to be provided on a "best efforts" basis directly and
through Advisor or others employed or retained and under the direction of
Advisor ("Advisor's Personnel");

2.       Term

         This Agreement shall have an initial term of twelve (12) months (the
         "Primary Term"), commencing with the Effective Date. At the conclusion
         of the Primary Term this Agreement may be extended by mutual consent of
         the parties on such terms as to which they may mutually agree.

3.       Time and Effort of Advisor


                                       39

<PAGE>



         Advisor shall allocate time and Advisor's Personnel as he deems
         necessary to provide the Services. The particular amount of time may
         vary from day to day or week to week. Nonetheless, Advisor will submit
         a detailed invoice summarizing the services performed on a monthly
         basis.


         4.       Compensation

         The Company agrees to pay Advisor a fee for services described herein
         which is equal to an initial fee of $1,000 to retain Advisor and the
         subsequent payment of $1,000 per month. The initial fee and subsequent
         monthly payments will be satisfied through the delivery of shares of
         common stock to be issued on monthly basis without restriction pursuant
         to a Form S-8 Registration Statement. In addition, Advisor will receive
         a total of 3,000,000 million options to purchase shares of the
         Company's $.001 par value common stock as an incentive.

         The stock options will vest as follows: 250,000 options vesting upon
         the signing of this agreement and 250,000 options vesting every 30 days
         thereafter, provided that the Board of Directors at its sole discretion
         remains satisfied with the level of service being provided by Advisor
         and Advisor fulfills his obligations under this Agreement.

         The Company will set the exercise price for the initial 250,000 shares
         at $.03 per share. The Company will thereafter set the exercise price
         on a monthly basis as each 250,000 block of options becomes vested
         taking into account prevailing market conditions. The complete terms of
         the options granted herein are outlined in the Stock Option Agreement
         attached hereto as Exhibit A.

         With respect to the above referenced issuances, the Company and Advisor
         stipulates that shares are being issued for services that were not in
         connection with the offer or sale of securities in a capital-raising
         transaction, and do not directly, or indirectly, promote or maintain a
         market for the Company's securities. The Company further stipulates
         that Juliann Law is not an officer, director, or otherwise a control
         person of the Corporation.

5.       Place of Services

         The Services provided by Advisor or Advisor's Personnel hereunder have
         been or will be performed at Advisor's offices except as otherwise
         mutually agreed by Advisor and the Company.

6.       Independent Contractor

         Advisor and Advisor's Personnel has acted and will continue to act as
         an independent contractor in the performance of its duties under this
         Agreement. Accordingly, Advisor will be responsible for payment of all
         federal, state, and local taxes on compensation paid under this
         Agreement, including income and social security taxes, unemployment
         insurance, and any other taxes due relative to Advisor's Personnel, and
         any and all business license fees as may be required. This

                                       40

<PAGE>



         Agreement neither expressly nor impliedly creates a relationship of
         principal and agent, or employee and employer, between Advisor's
         Personnel and the Company. Neither Advisor nor Advisor's Personnel are
         authorized to enter into any agreements on behalf of the Company.

7.       No Agency Express or Implied

         This Agreement neither expressly nor impliedly creates a relationship
         of principal and agent between the Company and Advisor, or employee and
         employer as between Advisor's Personnel and the Company.

8.       Indemnification

         Subject to the provisions herein, the Company and Advisor agree to
         indemnify, defend and hold each other harmless from and against all
         demands, claims, actions, losses, damages, liabilities, costs and
         expenses, including without limitation, interest, penalties and
         attorneys' fees and expenses asserted against or imposed or incurred by
         either party by reason of or resulting from any action or a breach of
         any representation, warranty, covenant, condition, or agreement of the
         other party to this Agreement.

9.       Remedies

         Advisor and the Company acknowledge that in the event of a breach of
         this Agreement by either party, money damages would be inadequate and
         the non-breaching party would have no adequate remedy at law.
         Accordingly, in the event of any controversy concerning the rights or
         obligations under this Agreement, such rights or obligations shall be
         enforceable in a court of equity by a decree of specific performance.
         Such remedy, however, shall be cumulative and nonexclusive and shall be
         in addition to any other remedy to which the parties may be entitled.

10.      Miscellaneous

         (A)      Subsequent Events. Advisor and the Company each agree to
                  ------------------
                  notify the other party if, subsequent to the date of this
                  Agreement, either party incurs obligations which could
                  compromise its efforts and obligations under this Agreement.

         (B)      Amendment. This Agreement may be amended or modified at any
                  ----------
                  time and in any manner only by an instrument in writing
                  executed by the parties hereto.

         (C)      Further Actions and Assurances. At any time and from time to
                  -------------------------------
                  time, each party agrees, at its or their expense, to take
                  actions and to execute and deliver documents as may be
                  reasonably necessary to effectuate the purposes of this
                  Agreement.

         (D)      Waiver. Any failure of any party to this Agreement to comply
                  -------
                  with any of its obligations, agreements, or conditions
                  hereunder may be waived in writing by the party

                                        41

<PAGE>



                  to whom such compliance is owed. The failure of any party to
                  this Agreement to enforce at any time any of the provisions of
                  this Agreement shall in no way be construed to be a waiver of
                  any such provision or a waiver of the right of such party
                  thereafter to enforce each and every such provision. No waiver
                  of any breach of or noncompliance with this Agreement shall be
                  held to be a waiver of any other or subsequent breach or
                  noncompliance.

         (E)      Assignment. Neither this Agreement nor any right created by it
                  -----------
                  shall be assignable by either party without the prior written
                  consent of the other or as stated herein.

         (F)      Notices. Any notice or other communication required or
                  --------
                  permitted by this Agreement must be in writing and shall be
                  deemed to be properly given when delivered in person to an
                  officer of the other party, when deposited in the United
                  States mails for transmittal by certified or registered mail,
                  postage prepaid, or when deposited with a public telegraph
                  company for transmittal, or when sent by facsimile
                  transmission charges prepaid, provided that the communication
                  is addressed:

                  (i)     In the case of the Company:  NCI Holdings, Inc.
                                                       268 West 400 South,
                                                       Suite 300
                                                       Salt Lake City, UT 84101
                                                       Telephone: (801)575-8073
                                                       Telefax: (801)575-8092

                  (ii)     In the case of Advisor:     Juliann Law
                                                       1935 Douglas #12
                                                       Salt Lake City, UT 84102
                                                       Telephone: (801) 485-9152

or to such other person or address designated in writing by the Company or
Advisor to receive notice.

         (G)      Headings. The section and subsection headings in this
                  ---------
                  Agreement are inserted for convenience only and shall not
                  affect in any way the meaning or interpretation of this
                  Agreement.

         (H)      Governing Law. This Agreement was negotiated and is being
                  --------------
                  contracted for in Utah, and shall be governed by the laws of
                  the State of Utah, and the United States of America, not
                  withstanding any conflict-of-law provision to the contrary.

         (I)      Binding Effect. This Agreement shall be binding upon the
                  ---------------
                  parties hereto and inure to the benefit of the parties, their
                  respective heirs, administrators, executors, successors, and
                  assigns.


                                        42

<PAGE>



         (J)      Entire Agreement. This Agreement contains the entire agreement
                  -----------------
                  between the parties hereto and supersedes any and all prior
                  agreements, arrangements, or understandings between the
                  parties relating to the subject matter of this Agreement. No
                  oral understan dings, statements, promises, or inducements
                  contrary to the terms of this Agreement exist. No
                  representations, warranties, covenants, or conditions, express
                  or implied, other than as set forth herein, have been made by
                  any party.

         (K)      Severability. If any part of this Agreement is deemed to be
                  -------------
                  unenforceable the balance of the Agreement shall remain in
                  full force and effect.

         (L)      Counterparts.  A facsimile, telecopy, or other reproduction of
                  -------------
                  this Agreement may be executed simultaneously in two or more
                  counterparts, each of which shall be deemed an original, but
                  all of which together shall constitute one and the same
                  instrument, by one or more parties hereto and such executed
                  copy may be delivered by facsimile or similar instantaneous
                  electronic transmission device pursuant to which the signature
                  of or on behalf of such party can be seen.  In this event,
                  such execution and delivery shall be considered valid, binding
                  and effective for all purposes.  At the request of any party
                  hereto, all parties agree to execute an original of this
                  Agreement as well as any facsimile, telecopy or other
                  reproduction hereof.

         (M)      Time is of the Essence. Time is of the essence of this
                  -----------------------
                  Agreement and of each and every provision hereof.


         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date above written.

         The "Company"                            "Advisor"
         Dark Dynamite Inc..                      Juliann Law
         A Nevada Corporation                     An Individual



         By: /s/ Jared Gold                         /s/ Juliann Law
            --------------------------            -----------------------
            Jared Gold, President                 Juliann Law










                                        43

<PAGE>




Exhibit (viii)
                              STOCK OPTION AGREEMENT

         This Stock Option Agreement ("Stock Option Agreement") is granted this
25th day of March, 2004 by NCI Holdings, Inc. (the "Company") to Juliann Law, a
Utah resident ("Optionee").

                                    PREMISES

         A.       The Company has received valuable services from Optionee in
                  the past and desires to compensate Optionee for these services
                  by issuing Optionee an option (the "Option") to purchase a
                  total of 18,000,000, shares of the Company's common stock, par
                  value $0.001 to be issued pursuant to a Form S-8 under the
                  Securities Act of 1933 as amended ("Form S-8").
         B.       The exercise price of the Common Stock issuable on exercise of
                  the options at the date of this grant shall be $.04 per share
                  of 1,500,000 shares. The exercise price for the remaining
                  shares will be set by the Board of Directors as each
                  subsequent block of options vests.
         C.       These Options are being granted pursuant to the 2004 Benefit
                  Plan, which is incorporated herein by this reference.

                                       GRANT

         1.       Grant of Options. The Company hereby irrevocably grants
                  Optionee the right and option ("Option") to purchase all of
                  the above described 18,000,000 shares of Common Stock, on the
                  terms and conditions set forth herein and subject to the
                  provisions of the Stock Benefit Plan.

         2.       Vesting.  The option to purchase 18,000,000 shares of the
                  --------
                  Company's common stock shall vest as follows provided that
                  Board of Directors remains satisfied with the level of service
                  being provided by Optionee pursuant to the Advisory Agreement
                  dated March 26, 2004 and Optionee fulfills his obligations
                  under such agreement: March 26, 2004 - 1,500,000, April 26,
                  2004 - 1,500,000,  May 26, 2004 - 1,500,000, June 26, 2004 -
                  1,500,000, July 26, 2004 - 1,500,000, August 26, 2004 -
                  1,500,000, September 26, 2004 - 1,500,000, October 26, 2004
                  -1,500,000, November 26, 2004 -1,500,000, December 26, 2004
                  -1,500,000, January 26, 2005 -1,500,000,and February 26, 2005
                  -1,500,000.

         3.       Term of Option. This Option may be exercised, in whole or in
                  ---------------
                  part, at any time but before 2 Years has elapsed from the date
                  of this Option.

         4.       Method of Exercising. This Option may be exercised in
                  ---------------------
                  accordance with all the terms and conditions set forth in this
                  Option and the Stock Benefit Plan, by delivery of a notice of
                  exercise a form of which is attached hereto as Exhibit "A" and
                  incorporated herein by this reference, setting forth the
                  number of Options along with a signed letter of

                                          44

<PAGE>



                  instruction to the stock broker Optionee will employ in
                  selling the shares indicating that the specified exercise
                  price shall be paid immediately upon the sale or otherwise
                  within one week of Optionee's exercise of this Option.

         5.       Optionee Not an Affiliate. Optionee hereby represents,
                  --------------------------
                  warrants and covenants that he is not an affiliate of the
                  Company as that term is defined in Rule 144(a)(1) under the
                  Securities Act of 1933.


         6.       Availability of Shares. During the term of this Option, the
                  -----------------------
                  Company shall reserve for issuance the number of shares of
                  Common Stock required to satisfy this Option.

         7.       Adjustments to Number of Shares. The number of shares of
                  --------------------------------
                  Common Stock subject to this Option shall be adjusted to take
                  into account any stock splits, stock dividends,
                  recapitalization of the Common Stock as provided in the Stock
                  Benefit Plan.

         8.       Limitation on Exercise. If the board of directors of the
                  -----------------------
                  Company, in its sole discretion, shall determine that it is
                  necessary or desirable to list, register, or qualify the
                  Common Stock under any state or federal law, this Option may
                  not be exercised, in whole or part, until such listing,
                  registration, or qualification shall have been obtained free
                  of any conditions not acceptable to the board of directors.

         9.       Restrictions on Transfer.  The Option has not been registered
                  -------------------------
                  under the Securities Act of 1933, as amended (the "Securities
                  Act"), or any state securities statutes.  Optionee
                  acknowledges that unless a registration statement with respect
                  to the Option is filed and declared effective by the
                  Securities and Exchange Commission and the appropriate state
                  governing agency, the Option has or will be granted and issued
                  in reliance on specific exemptions from such registration
                  requirements for transaction by an issuer not involving a
                  public offering and specific exemptions under the state
                  statutes.  Any disposition of the Option may, under certain
                  circumstances, be inconsistent with such exemption therefrom
                  after the person desiring to sell provides an opinion of
                  counsel or other evidence satisfactory to the Company to the
                  effect that registration is not required. In some such states,
                  specific conditions must be met or approval of the securities
                  regulatory authorities required before any such offer or sale
                  or other transfer thereof:

                 THE SECURITIES REPRESENTED BY THIS CERTIFICATE
                 HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                 ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
                 AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING
                 OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT.
                 THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT
                 AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT
                 COMPLYING WITH RULE 144 IN THE ABSENCE OF AN
                 EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER
                 THE SECURITIES ACT.


                                     45

<PAGE>



                  The shares of Common Stock issuable on exercise of the Option
                  will be qualified for registration under a Form S-8
                  Registration Statement to be filed with the Securities and
                  Exchange Commission.

         10.      Record Owner. The Company may deem the Optionee as the
                  -------------
                  absolute owner of this Option for all purposes. This Option is
                  exercisable only by the Optionee, or by the Optionee's duly
                  designated appointed representative. This Option is not
                  assignable.

         11.      Shareholder's Rights. The Optionee shall have shareholder
                  ---------------------
                  rights with respect to the Option shares only when Optionee
                  has exercised this Option to purchase those shares and
                  provided the Company with the letter of instruction specified
                  in Section 4 of this Option.

         12.      Validity and Construction. The validity and construction of
                  --------------------------
                  this Agreement shall be governed by the laws of the State of
                  Utah.

         IN WITNESS WHEREOF, the below signatures evidence the execution of this
Option by the parties on the date first appearing herein.

OPTIONEE                                       NCI HOLDINGS, INC.
  /s/ Juliann Law                               /s/ Jared Gold
------------------------------                 ---------------------------------
Juliann Law, Optionee                          Jared Gold, President


















                                     46

<PAGE>





Exhibit (ix)
                     INDEPENDENT CLIENT SERVICE AGREEMENT

This Agreement is made and entered into by and between NCI Holdings, Inc.,268
West 400 S., Ste 300, Salt Lake City, Utah 84101, Phone 801-575-8073 , fax
number N/A (hereinafter "Client") and Alexander & Wade, Inc., (hereinafter
"Contractor") with principal offices at 8880 Rio San Diego Drive, 8th Floor, San
Diego, CA 92108, telephone number 619-209-6049, fax number 619-209-6079.
Whereas, Contractor declares it is engaged in an independent business, and has
complied with all federal, state and local laws regarding business permits,
insurances and licenses of any kind that may be required to carry out said
business and the tasks to be performed under this Agreement. Contractor also
declares that it has and does provide similar product or services to other
Clients in addition to contract services provided to Client.
Whereas, Contractor operates a legitimate business and desires to provide
services for Client as set forth herein.
THEREFORE, IN CONSIDERATION OF THE FOREGOING REPRESENTATIONS AND THE FOLLOWING
TERMS AND CONDITIONS, THE PARTIES AGREE:

         1. SERVICES TO BE PERFORMED. Client engages Contractor and Contractor
agree to:

a. Advise and assist in reviewing Client's customer business portfolios and
other business assets.

b. Advise, assist and provide business contacts to Client for possible sales of
products.

c. Advise, assist and provide business management and infrastructure consulting
services.


         2. TERMS OF PAYMENT. Client shall pay Contractor for the above
described services, as the same are reasonably and acceptably provided and
within 5 days after receipt of a detailed invoice or billing therefore. Payments
are to be made, costs and fees to be reimbursed and prices to be charged as
follows until otherwise agreed in writing:

a. Client will pay Contractor a non-refundable consultant fee in cash payment of
$15,000 or client's common stock on a monthly basis commencing on April 1st,
2004. The payment terms of this agreement shall expire on or about June 30,
2004.

b. Conversion of Consulting Fee of Client's Common Stock. At the options of the
   ------------------------------------------------------
Contractor, any outstanding unpaid consulting fee shall be convertible, at any
time and from time to time, into such number of fully paid and non-assessable
shares of the client's Common Stock by the Conversion Price (as defined below)
in effect at the time of conversion. The Conversion Price at which shares of
Common Stock shall be deliverable upon written conversion request by Contractor.
Each conversion request shall be less than 5% of the outstanding issued common
stock of the corporation. The Conversion Price shall be the lower of (i) 110% of
the average Closing Bid Price of the shares of Common Stock for the three (3)
trading days immediately preceding the Initial Closing Date (as defined in the
Securities Purchase Agreement) or (ii) 75% of the average of the three lowest
Closing Bid Prices of the shares of common Stock for the thirty (30) trading
days immediately preceding the Conversion Date (as hereinafter defined).

                                     47

<PAGE>



For purposes of these Articles of Amendment, the term "Closing Bid Price" means,
for any security as of any date, the closing bid price on the principal
securities exchange or trading market where the Common Stock is listed or traded
as reported by Bloomberg, L.P. ("Bloomberg") or, if applicable, the closing bid
price of the Common Stock in the over-the-counter market in the electronic
bulletin board for such security as reported by Bloomberg, or, if no closing bid
price is reported for the Common Stock by Bloomberg, then the average of the bid
prices of any market makers for such security as reported in the "pink sheets"
by the National Qutation Bureau, Inc. "Trading Day" shall mean any day on which
the Corporation's Common Stock is traded for any period on the principal
securities exchange or other securities market on which the Common Stock is then
being traded.

         3. EXPENSES AND EXPENSE REIMBURSEMENT. Client shall reimburse
Contractor and make payment for requested or necessary pre-approved travel and
expenses from Contractor's home base. Any such charges or requests for
reimbursement for these agreed charges shall be invoiced and may be paid
separately by Client either to Contractor or to the independent supplier for
which reimbursement is sought.
Client shall reimburse contractor a Hiring Fee of $100,000, in the event the
Client hires or retains any of the Contractor's consultants or staffs within
twelve months from the termination date of this agreement. This fee shall be
payable 5 days after the receipt of an invoice.
Client acknowledges the Contractor is not an Attorney nor a Certified Public
Accountant or an Auditor. Client must seek their own Attorney and Certified
Public Accountant for opinions and consents. Any expenses arise from these
professional firms shall be the responsibilities of the Client.

         4. CONTROL. Contractor retains the sole and exclusive right to control
or direct the manner or means by which the work described herein is to be
performed. Client retains only the right to control the end product or quality
of service delivered to insure its conformity with Client specifications and the
provisions herein.

         5. PAYROLL OR EMPLOYMENT TAXES. No payroll, income withholding or
employment taxes of any kind shall be withheld or paid by Client with respect to
payments to Contractor. The taxes that are the subject of this paragraph include
but are not limited to FICA, FUTA, federal personal income tax, state personal
income tax, state disability insurance tax, and state unemployment insurance
tax. Contractor represents and covenants that it has and will file and pay all
such payroll, self employment, employment, worker's compensation, withholding
and other taxes and reports as the same might be legally due and payable to all
applicable state and federal authorities. The Contractor will not be treated as
an employee for state or federal tax purposes. Contractor hereby indemnifies and
holds harmless Client from any and all duty or obligation whatsoever relating to
the payment or filing for any and all such taxes, penalties and interest.
Contractor represents that its federal employer identification number is
88-0484416.
-----------

         6. WORKER'S COMPENSATION. No workers compensation insurance has been or
will be obtained by Client on account of Contractor or Contractor's employees.
Contractor shall register and comply with all applicable workers' compensation
laws in all applicable states and Contractor releases and indemnifies Client
from all liability as to working conditions and the safety or possible injury of
Contractor and its employees.


                                      48

<PAGE>


         7. TERMINATION. This Agreement covers and relates to services to be
provided for approximately the next 100 days from the effective signing date
hereof. It may be renewed on a monthly basis with the agreement of the parties.
Either party may terminate this agreement by providing the other party a written
15 days notice.

         8. The parties agree that a facsimile signature shall have the same
effect as an actual signature.


Agreed to be effective this 1st day of April 2004 at City of San Diego, San
Diego County, California.




NCI Holdings, Inc.                                   ALEXANDER & WADE, INC.
("CLIENT")                                           ("CONTRACTOR")



 /s/ Jared Gold                                        /s/ Francis A. Zubrowski
--------------------------                           ---------------------------
Signature                                            Signature

Jared Gold                                           Francis A. Zubrowski
--------------------------                           ---------------------------
Printed Name                                         Printed name

President                                            CEO
--------------------------                           ---------------------------
Title                                                Title

                                     49

<PAGE>