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 June 30, 2003

[ ]      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


                               NCI HOLDINGS, 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)


                 1959 South Power Road, Building 103, Suite 158,
                    Mesa, Arizona 85206 (Address of principal
                               executive offices)

                                 (602) 762-8111
                                 --------------
                           (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 June 30, 2003: 319.310.
 Number of shares of preferred stock outstanding as of June 30, 2003: 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...........4

ITEM 3 CONTROLS AND PROCEDURES...............................................4

                                            PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS...................................................5

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS...........................5

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...................5

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

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

SIGNATURES...................................................................7

INDEX TO EXHIBITS............................................................8
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<PAGE>



                          ITEM 1. FINANCIAL STATEMENTS

As used  herein,  the term "NCIH" , or the  "Company"  refers to NCI  Holdings,
Inc., a Nevada corporation,  its subsidiary corporations and predecessors unless
otherwise indicated.  Unaudited,  consolidated  financial statements including a
balance  sheet for NCIH for the period  ended June 30,  2003,  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.


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                                        3

<PAGE>


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

                                       INDEX TO INTERIM FINANCIAL STATEMENTS

                                                                                                               Page

Consolidated Unaudited Condensed balance Sheet June 30, 2003....................................................F-1

Consolidated Unaudited Condensed Consolidated Statements of Operations- For the
Three Months Ended June 30, 2003 and 2002 and the Six Months Ended June 30, 2003 and 2002.......................F-2

Consolidated Unaudited Condensed Statements of Cash Flows- For the
Three Months Ended June 30, 2003 and 2002 and the Six Months Ended June 30, 2003 and 2002.......................F-3

Consolidated Statement of Stockholders' Deficit for the Six months ended June 30, 2003 .........................F-4

Notes to Unaudited Condensed Consolidated Financial Statements..................................................F-5

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                                        4

<PAGE>




                               NCI HOLDINGS, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEET
                               AS OF JUNE 30, 2003
===========================================================================================================

                                                                                           (Unaudited)
                                      ASSETS                                              June 30, 2003
                                      ------
                                                                                      ---------------------

CURRENT ASSETS:
Cash and cash equivalents                                                          $                    -
Deferred consulting expense                                                                         93,117
                                                                                      --------------------
TOTAL CURRENT ASSETS                                                                                93,117
                                                                                      --------------------

TOTAL ASSETS                                                                       $                93,117
                                                                                      ====================


                      LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued expenses                                              $                86,114
                                                                                      --------------------
TOTAL CURRENT LIABILITIES                                                                           86,114
                                                                                      --------------------

LONG-TERM OBLIGATIONS
Notes payable                                                                                      252,659
                                                                                      --------------------

STOCKHOLDERS' (DEFICIT)
Preferred stock ($.10 par value, non-voting, 5,000,000 shares authorized;                          125,486
1,254,857 shares issued and outstanding at June 30, 2003)
Common stock ($.001 par value, 600,000,000 shares authorized; 319,310                                  319
issued and outstanding at June 30, 2003)
Additional paid in capital                                                                       7,956,601
Retained (deficit)                                                                             (8,328,062)
                                                                                      --------------------
TOTAL STOCKHOLDERS' (DEFICIT)                                                                    (245,656)
                                                                                      --------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                        $                93,117
                                                                                      ====================


                 See accompanying notes to financial statements


                                       F-1

<PAGE>




                                                         NCI HOLDINGS, INC.

                                    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                                      FOR THE THREE AND SIX MONTHS ENDED JUNE 30,2003 AND 2002
====================================================================================================================================


                                                        Three                 Three                 Six                  Six
                                                     Months Ended          Months Ended        Months Ended          Months Ended
                                                    June 30, 2003         June 30, 2002        June 30, 2003        June 30, 2002
                                                  ------------------   --------------------  -----------------    ------------------
REVENUES:
Sales                                           $                  - $             $145,516 $                -   $           148,082
Cost of Sales                                                      -               (35,972)                  -              (53,390)
                                                  ------------------   --------------------  -----------------    ------------------
                  GROSS PROFIT                                     -                109,544                  -                94,692

EXPENSES:
Selling, general and administrative                           49,131              6,772,004            116,528             7,249,573
                                                  ------------------   --------------------  -----------------    ------------------
TOTAL EXPENSES                                                49,131              6,772,004            116,528             7,249,573
                                                  ------------------   --------------------  -----------------    ------------------

                OPERATING (LOSS)                $           (49,131) $          (6,662,460) $        (116,528)   $       (7,154,881)

             OTHER INCOME (EXPENSE)                                -                      -                  -                     -
                                                  ------------------   --------------------  -----------------    ------------------

                   NET (LOSS)                   $           (49,131) $          (6,662,460) $        (116,528)   $       (7,154,881)
                                                  ==================   ====================  =================    ==================

Net (loss) per share-
basic and fully diluted                         $              (0.15 $              (41.06) $           (0.36)   $           (80.08)
                                                  ==================   ====================  =================    ==================
Weighted Average Shares Outstanding                          319,310                162,267            319,310                89,349
                                                  ==================   ====================  =================    ==================

           Note: Weighted average shares above have been retroactively restated for 200 to 1 reverse stock split in 2003

                                           See accompanying notes to financial statements


                                                        F-2

<PAGE>




                                                      NCI HOLDINGS, INC.

                                       CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                   FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002
===============================================================================================================================

                                                                                              Six                   Six
                                                                                         Months Ended          Months Ended
                                                                                         June 30, 2003         June 30, 2002
                                                                                      -------------------   -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                             $          (116,528)  $        (7,154,881)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation                                                                                          -0-                    90
Bad debt write-offs                                                                                   -0-                 3,137
Common stock issued for services                                                                      -0-             7,056,000
Preferred stock issued for services                                                                   -0-               250,000
(Increase) decrease in operating assets:
Deferred consulting expense                                                                      (93,117)                   -0-
Inventory                                                                                             -0-              (47,407)
Deposits                                                                                              -0-              (30,547)
Due from related parties                                                                              -0-             (237,561)
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses                                                            (42,961)                22,524
Due to related parties                                                                                -0-               190,336
Excess of outstanding checks over bank balance                                                       (53)                  (98)
                                                                                      -------------------   -------------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                             (252,659)                51,593
                                                                                      -------------------   -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Incurrence of notes payable                                                                       252,659                     0
                                                                                      -------------------   -------------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                               0                51,593

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

END OF THE PERIOD                                                                    $                  -  $             51,593
                                                                                      ===================   ===================

SUPPLEMENTARY CASH FLOW INFORMATION OF NON-CASH FINANCING:
Common stock issued for services                                                     $                  -  $          7,056,000
                                                                                      ===================   ===================
Preferred stock issued for services                                                  $                  -  $            250,000
                                                                                      ===================   ===================
Common stock issued for deposit on acquisition                                       $                  -  $             10,000
                                                                                      ===================   ===================

SUPPLEMENTAL OPERATING AND FINANCING CASH FLOWS INFORMATION:
------------------------------------------------------------
Cash paid for inventory bulk purchase from unrelated company                         $                  -  $             47,500
                                                                                      ===================   ===================

                                        See accompanying notes to financial statements


                                      F-3
<PAGE>


                                                 NCI HOLDINGS, INC.

                                  CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                                       FOR THE SIX MONTHS ENDED JUNE 30, 2003
====================================================================================================================

                                                                                         Additional
                                                  Common Stock     Preferred Stock         Paid-in      Retained
                                   ----------------------------------------------------
                                            Shares   Amount      Shares       Amount      Capital*       Deficit
                                   ---------------------------------------------------- ----------------------------

Balances, January 1, 2003                  319,310$        319    1,254,857$    125,486   $ 7,956,601$   (8,211,534)

Net loss for the period                          -           -            -           -             -      (116,528)
                                   ---------------------------------------------------- ----------------------------

Balances, June 30, 2003                    319,310$        319    1,254,857$    125,486 $   7,956,601$   (8,328,062)
                                   ==================================================== ============================










    * = reflects 200 for 1 reverse stock split in the second quarter of 2003

                 See notes to accompanying financial statements.


                                       F-4

<PAGE>




                                NCI HOLDINGS INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2003


NOTE 1 - BASIS OF PRESENTATION


The accompanying  consolidated  unaudited condensed  financial  statements have
been prepared by management in accordance  with the  instructions in Form 10-QSB
and  therefore,  do not  include  all  information  and  footnotes  required  by
generally  accepted  accounting  principles  and should,  therefore,  be read in
conjunction  with NCIH's  Annual Report to  Shareholders  on Form 10-KSB for the
fiscal year ended December 31, 2002. The results for the three months ended June
30, 2003 are not necessarily indicative of the results to


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                                       F-5

<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 NCI Holdings Inc., ("NCIH") a Nevada corporation.


Plan of Operations

NCIH's  plan of  operation  for the coming  year is to  identify  and acquire a
favorable business  opportunity.  NCIH does not plan to limit its options to any
particular industry,  but will evaluate each opportunity on its merits. NCIH has
reviewed and evaluated a number of business ventures for possible acquisition or
participation by NCIH. NCIH has not entered into any agreement, nor does it have
any commitment or understanding to enter into or become engaged in a transaction
as of the date of this  filing.  NCIH  continues  to  investigate,  review,  and
evaluate  business  opportunities  as they  become  available  and will  seek to
acquire or become  engaged in  business  opportunities  at such time as specific
opportunities  warrant.  NCIH  anticipates  that  its  owners,  affiliates,  and
consultants will provide it with sufficient capital to continue operations until
the end of the year 2003,  but there can be no assurance  that this  expectation
will be fully realized.

NCIH has no plans for the purchase or sale of any plant or equipment.

The Company is a development stage company and currently has no employees. NCIH
has no current plans to make any changes in the number of employees and does not
anticipate  doing so until it acquires a business or an interest in an operation
company.

NCIH does not expect to  generate  any  meaningful  revenue or incur  operating
expenses unless and until it acquires an interest in an operating company.

ITEM 3. CONTROLS AND PROCEDURES

On June 30, 2003,  NCIH's Chief Executive  Officer and Chief Financial  Officer
made an  evaluation  of NCIH's  disclosure  controls and  procedures.  In NCIH'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 NCIH's disclosure controls and procedures.

There have been no significant  changes in NCIH's internal controls or in other
factors  that  could   significantly   affect  these  controls  since  the  last
evaluation.


                                        4

<PAGE>



                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Suburban Capital Corporation v. NCI Holdings, Inc., Miami Venture Capital, Inc. Allen Weintraub and Karl J.
-----------------------------------------------------------------------------------------------------------
Schumer.
-------

Filed  in the  Circuit  Court  of Cook  County,  Illinois,  County  Department,
Chancery  Division,  Case No. 03 CH 3380.  The  complaint  alleges that Suburban
Capital Corporation  ("Suburban")  entered into a contract to acquire control of
NCIH from Miami Venture Capital,  Inc. of which Allen Weintraub is the President
and paid $11,000 as Suburban's  "preliminary  contractual obligation" under that
purchase  agreement.  NCIH has entered into a an agreement to settle and resolve
all claims of Suburban as to NCIH and an order  dismissing all claims as to NCIH
was entered by the court on April 10,  2003.  All claims that  Suburban may have
against  the  other  named  defendants  have  been  assigned  by the  settlement
agreement to NCIH and Diversified Holdings X, Inc. the majority holder of NCIH's
common stock. The terms of the settlement  agreement have been satisfied in full
as of the date of this filing.


Thomas J. Craft, Jr. P.A. and CR Capital Services, Inc. v. Vector Holdings Corp. and Bestfoodonline.com,
--------------------------------------------------------------------------------------------------------
Inc.
----

An amended  complaint  was filed on July 3, 2003,  in the Circuit  Court of the
15th  Judicial  Circuit in and for Palm  Beach,  County  Florida as Case No. #CA
02-9508 AG. The amended  complaint alleges that Vector Holdings Corp. (now known
as NCI Holdings) and  Bestfoodonline.com,  Inc. are jointly and severally liable
for services  provided by Mr. Craft at the request of Allen Weintraub the former
president  of the Company.  The claim is in the sum of $85,000,  the company has
disputed  any  liability  and is seeking to have the matter  dismissed as to the
Company.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None

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

On May 21, 2003 NCIH amended the articles of incorporation changing the name of
the company to NCI  Holdings,  Inc. the new trading  symbol is NCIH.OB,  it also
amended the articles of incorporation increasing the number of authorized $0.001
par value shares of the Common Stock from 3,000,000 to  600,000,000.  The number
of preferred shares authorized will remain at 5,000,000. The action was approved
by written consent by the holder of a majority of the outstanding  shares of the
common stock of NCIH.

ITEM 5. OTHER INFORMATION

Reverse Split

On May 7, 2003,  NCIH effected a 1 for 200  reverse-split  of its common stock,
such that every current shareholder of NCIH's common stock will hold 1 share for
every 200 shares they held prior to the reverse  split.  All  fractional  shares
have been rounded up to the nearest  whole share.  NCIH's was trading on the OTC
Bulletin Board under the symbol"VCTH.OB,  the trading symbol is "NCIH.OB". As of
the date of report  the  number of  authorized  shares  is six  hundred  million
(600,000,000),  effective May 7, 2003 the number of authorized  shares after the
reverse  split was three  million  (3,000,000)  with the par value  remaining at
$.001 per  share.  The  number of issued  and  outstanding  shares  prior to the
reverse  split was Sixty Four Million  Three  Hundred  Sixty One  Thousand  Nine
Hundred fifty five (64,361,955). The number of shares on May 5,

                                        5

<PAGE>



2003 was Three Hundred Twenty One Thousand Nine Hundred (321,900). The Board of
Director  effected the reverse split in compliance  with NRS 78.207 and does not
require  the  approval of NCIH's  stockholders.  NCIH  intends to  increase  its
authorized  shares by  shareholder  consent via  Schedule 14C within the next 45
days or as soon as practicable

Consulting Agreement with Hudson Consulting, a related party

On May  14,  2003  NCIH  entered  into  an  agreement  with  Hudson  Consulting
("Hudson") in which Hudson would assist NCIH in writing press releases, drafting
public reporting filings,  evaluating business  opportunities,  providing advice
with  regard to mergers and  acquisitions,  implementing  corporate  governance,
advising  corporate  management  on general  business  or  financial  issues and
performing general  administrative  duties in order to assist the Company in its
plans.  NCIH agrees to pay  Consultant  a total of $7,500 or the total amount of
hourly billings reported by Consultant on a monthly basis, whichever is greater.
Hudson's  president and director is Richard Surber, who is also the a beneficial
shareholder of NCIH.

Stock Purchase Agreement with Diversified Holdings X, Inc., a related party

On the June 3, 2003 NCIH entered into an agreement with Diversified Holdings X,
Inc ("DHX") in which DHX will acquire 1,254,857 shares of the preferred stock of
NCIH in  exchange  for the  payment of $100,000  in cash.  DHX's  president  and
director is Richard Surber, who is also the majority shareholder of NCIH.

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 Form 8-K filed on May 7,  2003,  NCIH  Holdings  Inc.  (the  Company)
effected a 1 for 200 reverse-split of its common stock, such that as of the date
of report the number of authorized shares was six hundred million (600,000,000),
effective  May 5, 2003 the number of  authorized  shares after the reverse split
will be three  million  (3,000,000)  with the par value  remaining  at $.001 per
share.

(2) Under Form 8-K filed on June 25, 2003, NCI Holdings,  Inc., entered into an
Offshore  Stock  Purchase  dated June 24, 2003 with The Sukumo  Group,  Inc.,  a
British Virgin Islands  corporation  (Sukumo).  Pursuant to the Agreement Sukumo
has the right to purchase up to 10,000,000 shares of NCIH pursuant to Regulation
S of the Securities Act of 1933.


                                        6

<PAGE>



                                   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.


                               NCI HOLDINGS, INC.


Date: August 7, 2003 /s/ Gino Carlucci
                   ------------------------------------------
                      Gino Carlucci, CEO, CFO and Director

                                        7

<PAGE>



INDEX TO EXHIBITS

Exhibit           Page


No.               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.

Material Contracts

10(i)             12        Consulting Agreement on 14th day of May 2003, by and between Hudson Consulting
                            Group, Inc. ("Consultant") whose address is 268 West 400 South, Salt Lake City,
                            Utah 84101 and NCI Holdings, Inc.

10(ii)            20        Stock Purchase Agreement on 3rd  day of June 2003 by and between Diversified
                                                           -
                            Holdings X, Inc. ("DHX"), a Utah corporation with a mailing address of 268 West
                            400 South, Suite 300, Salt Lake City, Utah 84101, and NCI Holdings, Inc.

10(iii)           *         On June 24, 2003, NCI Holdings, Inc. (NCIH), entered into an Offshore Stock
                            Purchase Agreement (the "Agreement") with The Sukumo Group, Inc., a British
                            Virgin Islands corporation (Sukumo), and incorporated by reference from the
                            Company's Form 8-K filed on June 25, 2003

99.1              10        Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of
                            the Sarbanes-Oxley Act of 2002.

 * Previously filed as indicated and incorporated herein by reference from the
               referenced filings previously made by the Company.


                                        8

<PAGE>



CERTIFICATIONS

I, Gino Carlucci, certify that:

     1. I have reviewed this quarterly Report on Form 10-QSB of NCI Holdings 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) 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

     (c) 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):

     (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

     6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: August 7, 2003            /s/ Gino Carlucci
                                -----------------
CEO and CFO

                                        9

<PAGE>



                            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 NCI Holdings Inc. (the "Company") on
Form 10-QSB for the period ending June 30, 2003, as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Gino Carlucci,
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 Report fully complies with the requirements
                  of Section 13(a) or 15(d) 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 Company.

/s/ Gino Carlucci
Gino Carlucci
CEO and CFO
August 7, 2003

                                       10

<PAGE>



Exhibit 10(i)                                  CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT ( the "Agreement") is made effective this 14th day of
May 2003, by and between Hudson Consulting Group, Inc. ("Consultant") whose
address is 268 West 400 South, Salt Lake City, Utah 84101 and NCI Holdings,
Inc., a corporation with its offices located at 1959 S. Power Rd, 1959 S. Power
Rd, Bld 103 #158 Mesa, AZ 85206 (the "Company").

WHEREAS, Consultant has experience in writing press releases, preparing public
registration statements, drafting public reporting filings, evaluating business
opportunities, effecting mergers and acquisitions, advising corporate
management, implementing corporate governance and in performing general
administrative duties for publicly-held companies and development stage
investment ventures; and

WHEREAS, the Company desires to retain Consultant to assist the Company in its
development on the terms and conditions set forth 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
Consultant agree as follows:

1.       Engagement

         The Company hereby retains Consultant, effective as of the date hereof
         ( the "Effective Date") and continuing until termination, as provided
         herein, to assist the Company in writing press releases, preparing
         public registration statements, drafting public reporting filings,
         evaluating business opportunities, providing advice with regard to
         mergers and acquisitions, implementing corporate governance, advising
         corporate management on general business or financial issues and
         performing general administrative duties in order to assist the Company
         in its plans and future (the "Services"). The Services are to be
         provided on a "best efforts" basis by Consultant; provided, however,
         that the Services will expressly exclude all legal advice, accounting
         services or other services which require licenses or certification
         which Consultant may not have.

2.       Term

         This Agreement will have a term of twelve (12) months (the "Term"),
         commencing with the Effective Date. Any notice to terminate given
         hereunder will be in writing and will be delivered at least thirty (30)
         days prior to the end of the Term.

                                       11

<PAGE>



3.       Time and Effort of Consultant

         Consultant will allocate time as he deems necessary to provide the
         Services. The particular amount of time may vary from day to day or
         week to week. Except as otherwise agreed, Consultant's monthly
         statement identifying, in general, tasks performed for the Company will
         be conclusive evidence that the Services have been performed.
         Additionally, in the absence of willful misfeasance, bad faith,
         negligence or reckless disregard for the obligations or duties
         hereunder by Consultant, Consultant will not be liable to the Company
         or any of its shareholders for any act or omission in the course of or
         connected with rendering the Services.

4.       Compensation

         The Company agrees to pay to Consultant, a total of $7,500 in cash or
         the total amount of hourly billings reported by Consultant on a monthly
         basis, whichever is greater. All services provided by Consultant to be
         billed at the usual hourly rates for services provided by Consultant
         and its employees as set forth in Exhibit "A" hereto and as
         subsequently amended.

5.       Costs and Expenses

         All third party and out-of-pocket expenses incurred by Consultant in
         the performance of the Services will be paid by the Company, or
         Consultant will be reimbursed if paid by Consultant on behalf of the
         Company, within ten (10) days of receipt of written notice by
         Consultant, provided that the Company must approve in advance all such
         expenses in excess of $500 per month.

6.       Place of Services

         The Services provided by Consultant hereunder will be performed at
         Consultant's offices except as otherwise mutually agreed by Consultant
         and the Company.

7.       Independent Contractor

         Consultant will act as an independent contractor in the performance of
         its duties under this Agreement. Accordingly, Consultant will be
         responsible for the payment of all federal, state, and local taxes on
         compensation paid under this Agreement, including income and social

                                       12

<PAGE>



         security taxes, unemployment insurance, and any other taxes due, and
         any and all business license fees as may be required. This Agreement
         neither expressly nor implicitly creates a relationship of principal
         and agent, or employee and employer, between Consultant and the
         Company. Consultant is not authorized to enter into any agreements on
         behalf of the Company.

8.       No Agency Express or Implied

         This Agreement neither expressly nor impliedly creates a relationship
         of principal and agent between the Company and Consultant, or employee
         and employer.

9.       Termination

         The Company and Consultant may terminate this Agreement prior to the
         expiration of the Term upon thirty (30) days written notice with mutual
         written consent. Failing to have mutual consent, without prejudice to
         any other remedy to which the terminating party may be entitled, if
         any, either party may terminate this Agreement with thirty (30) days
         written notice under the following conditions:

         (A)      By the Company.
                  --------------

                  (i)      If during the Term of this Agreement, Consultant is
                           unable to provide the Services as set forth herein
                           for thirty (30) consecutive business days because of
                           illness, accident, or other incapacity of Consultant;
                           or,

         (B)      By Consultant.
                  --------------

                  (i)      If the Company breaches this Agreement by failing to pay the Consulting Fee
                           or provide information required hereunder; or,

                  (ii)     If the Company ceases business or, other than in an
                           initial merger, sells a controlling interest to a
                           third party, or agrees to a consolidation or merger
                           of itself with or into another corporation, or enters
                           into such a transaction outside of the scope of this
                           Agreement, or sells substantially all of its assets
                           to another corporation, entity or individual outside
                           of the scope of this Agreement; or,


                                       13

<PAGE>



                  (iii)    If the Company subsequent to the execution hereof has
                           a receiver appointed for its business or assets, or
                           otherwise becomes insolvent or unable to timely
                           satisfy its obligations in the ordinary course of
                           business, including but not limited to the obligation
                           to pay the Consulting Fee; or,

                  (iv)     If the Company subsequent to the execution hereof
                           institutes, makes a general assignment for the
                           benefit of creditors, has instituted against it any
                           bankruptcy proceeding for reorganization for
                           rearrangement of its financial affairs, files a
                           petition in a court of bankruptcy, or is adjudicated
                           a bankrupt; or,

                  (v)      If any of the disclosures made herein or subsequent hereto by the Company
                           to Consultant are determined to be materially false or misleading.

         In the event Consultant elects to terminate without cause or this
         Agreement is terminated prior to the expiration of the Term by mutual
         written agreement, the Company will only be responsible to pay
         Consultant for unreimbursed expenses up to the effective date of
         termination and the Consulting Fee. If this Agreement is terminated by
         the Company for any other reason, or by Consultant for reasons set
         forth in B(i) through (v) above, Consultant will be entitled to any
         outstanding unpaid portion of the Consulting Fee.

10.      Indemnification

         Subject to the provisions herein, the Company and Consultant 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.

11.      Remedies

         Consultant and the Company acknowledge that in the event of a breach of
         this Agreement by either party, money damages might be inadequate and
         the non-breaching party might 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 will be
         enforceable in a court of equity by a decree of specific performance.
         Such remedy, however, will be cumulative and nonexclusive and will be
         in addition to any other remedy to which the parties may be entitled.

                                       14

<PAGE>




12.      Services Provided by Consultant

         The parties hereto agree and stipulate that the Services provided by
         Consultant will expressly exclude all legal advice, accounting services
         or other services which require licenses or certification for providing
         those services. Consultants employees in providing services to the
         Company have not agreed to and have not entered into a client
         relationship with the Company. No advice provided by Consultant is
         considered to be professional, legal or accounting advice to the
         Company. The Company is advised herein by Consultant to seek
         independent professional, legal and accounting advice of its own for
         all matters and decisions reached or to be taken by the Company.

13.      Miscellaneous

         (A)      Subsequent Events. Consultant 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 will 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 will 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
                  will be assignable by either party without the prior written
                  consent of the other.


                                       15

<PAGE>



         (F)      Notices. Any notice or other communication required or
                  permitted by this Agreement must be in writing and will 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 prepared, provided that the communication
                  is addressed:

                  (i)      In the case of the Company:        NCI Holdings, Inc.
                                                              1959 S. Power Rd, Bld 103 #158
                                                              Mesa, AZ 85206
                                                              Telephone: 602-762-8111
                                                              Telefax: 888-290-4987
                                                              Attention: Pres. & CEO

                  (ii)     In the case of Consultant:         Hudson Consulting Group, Inc.
                                                              268 West 400 South
                                                              Salt Lake City, Utah 84101
                                                              Telephone: (801) 575 8073
                                                              Telefax: (801) 575 8092

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

         (G)      Headings. The section and subsection headings in this
                  Agreement are inserted for convenience only and will 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 will be governed by the laws of
                  the State of Utah, and the United States of America,
                  notwithstanding any conflict-of-law provision to the contrary.

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


                                       16

<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 understandings, 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 will 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 will be
                  deemed an original, but all of which together will 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 will 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"                                              "Consultant"


NCI Holdings, Inc.                                         Hudson Consulting Group, Inc.

------------------------------                             -----------------------------
/s/ Gino Carlucci                                          /s/ Richard Surber
Gino Carlucci, President                                   Richard Surber, President




                                       17

<PAGE>



Exhibit A to Advisory Agreement

Method of Calculating Hourly Fees

The fees for services provided by Hudson will be based on the time expended by
Hudson's staff at the following hourly rates: Richard Surber $300; Gerald
Einhorn, $175; Michael Golightly, $175; Shane Stone, $120; Nathalie Fuller,
$100; Paul Crow, $80, other support staff, $45. Billing will be calculated on
quarters of an hour, with invoices for services mailed monthly. Payment policy
is that all invoices are payable within seven (7) day of receipt unless other
financial arrangements are agreed to by Hudson.

Assignment of work responsibilities will be based on Hudson's sole judgment and
decision, work division and assignments will be handled internally by Hudson and
under it's direction at all times. Mr. Surber as president of Hudson should be
consulted with regard to time frames, deadlines and requests for emergency or
immediate needs, with respect to services that may be requested by the client.

Additional services that may result in additional charges include but are not
limited to, copy services, long distance telephone calls, travel and lodging
expenses. All third party and out-of-pocket expenses incurred by Hudson in the
performance of the Services, provided for in the contract or for the settlement
of debts shall be paid by the Company, or Hudson shall be reimbursed if paid by
Hudson on behalf of the Company, within ten (10) days of receipt of written
notice by Hudson, provided that the Company must approve in advance all such
expenses in excess of $500 per month.

                                       18

<PAGE>



Exhibit 10(ii)                               STOCK PURCHASE AGREEMENT

         This Stock Purchase Agreement ("Agreement") is entered into this 3rd
day of June 2003 ("Effective Date") by and between Diversified Holdings X, Inc.
("DHX"), a Utah corporation with a mailing address of 268 West 400 South, Suite
300, Salt Lake City, Utah 84101, and NCI Holdings, Inc. ("NCI"), a Nevada
corporation with principal offices located at 1959 S. Power Rd., Bldg 103, Ste
158, Mesa, Arizona 85206.

         WHEREAS, NCI desires to acquire from DHX One Million Two Hundred Fifty
Four Thousand Eight Hundred Fifty Seven (1,254,857) shares of the preferred
stock of NCI ("NCI Shares"), with conversion and voting rights of 1 for 25, in
exchange for the payment of One Hundred Thousand dollars ($100,000) in cash as
set forth in this Stock Purchase Agreement;

         NOW, THEREFORE with the above being incorporated into and made a part
hereof for the mutual consideration set out herein and, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Exchange. DHX will transfer One Million Two Hundred Fifty Four Thousand Eight
Hundred fifty Seven (1,254,857) shares of the preferred stock of NCI to NCI and
NCI will pay to DHX the total sum of One Hundred Thousand dollars ($100,000),
this sum shall be paid with a $50,000 payment at the time of execution hereof by
the parties and the balance of $50,000 shall be paid within forty-five (45) days
of the execution date hereof, without interest or additions if paid on time;

2.       Termination.  This Agreement may  be terminated at any time prior to the Closing Date:
         ------------

         A.       By DHX or NCI:
                  --------------

                  (1) If there shall be any actual or threatened action or
                  proceeding by or before any court or any other governmental
                  body which shall seek to restrain, prohibit, or invalidate the
                  transactions contemplated by this Agreement and which, in the
                  judgement of NCI's Board of Directors or DHX and made in good
                  faith and based upon the advice of legal counsel, makes it
                  inadvisable to proceed with the transactions contemplated by
                  this Agreement; or

                  (2) If the Closing shall have not occurred prior to June 30,
                  2003, or such later date as shall have been approved by
                  parties hereto, other than for reasons set forth herein.

         B.       By DHX:
                  ------

                  (1) If NCI shall fail to comply in any material respect with
                  any of its or their covenants or agreements contained in this
                  Agreement or if any of the representation or warranties of NCI
                  contained herein shall be inaccurate in any material respect;
                  or


                                       19

<PAGE>




         C.       By NCI:
                  ------

                  (1) If DHX shall fail to comply in any material respect with
                  any of its covenants or agreements contained in this Agreement
                  or if any of the representation or warranties of DHX contained
                  herein shall be inaccurate in any material respect;

         In the event this Agreement is terminated pursuant to this Paragraph,
         this Agreement shall be of no further force or effect, no obligation,
         right, or liability shall arise hereunder, and each party shall bear
         its own costs as well as the legal, accounting, printing, and other
         costs incurred in connection with negotiation, preparation and
         execution of the Agreement and the transactions herein contemplated.

3.       Representations and Warranties of NCI.  NCI hereby represents and warrants that effective this date
         -------------------------------------
and the Closing Date, the representations and warranties listed below are true and correct:

         A.       Corporate Authority.  NCI has the full corporate power and authority to enter into this
                  -------------------
                  Agreement and to carry out the transactions contemplated by this Agreement.  The Board
                  of Directors of NCI has duly authorized the execution, delivery, and performance of this
                  Agreement.

         B.       No Conflict With Other Instruments.  The execution of this Agreement will not violate or
                  ----------------------------------
                  breach any document, instrument, agreement, contract, or commitment material to the
                  business of NCI to which NCI is a party and has been duly authorized by all appropriated
                  and necessary action.

         C.       No Conflict with Other Instrument.  The execution of this agreement will not violate or
                  ---------------------------------
                  breach any document, instrument, agreement, contract or commitment material to NCI.

         D.       No Stock Issuances.  During the period from the execution of this Agreement and until final
                  ------------------
                  and full payment has been delivered to DHX, NCI hereby agrees and warrants that it shall
                  not issue shares of common stock in excess of 5% of the current number of issued and
                  outstanding shares of NCI's common stock or preferred shares which may convert into
                  shares of common stock, either as a single issuance or in the aggregate  of any issuances
                  during that period.

         E.       No Change to the Board of Directors.  NCI shall not conduct nor recognize any election or
                  -----------------------------------
                  change to its board of directors during the period from the execution of this Agreement and
                  until final and full payment has been delivered to DHX.



                                       20

<PAGE>



4.       Representations and Warranties of DHX.  DHX hereby represents and warrants that, effective this
         -------------------------------------
date and the Closing Date, the representations and warranties listed below are true and correct.

         A.       Legal Authority.  DHX has the full legal power and authority to enter into this Agreement
           ----------------------
                  and to carry out the transactions contemplated by this Agreement.

         B.       No Conflict With Other Instruments.  The execution of this Agreement will not violate or
                  ----------------------------------
                  breach any document, instrument, agreement, contract, or commitment material to the
                  business of DHX to which DHX is a party and has been duly authorized by all appropriated
                  and necessary action.

         C.       Deliverance of Shares.  As of the Closing Date, the shares of NCI preferred stock identified
                  ---------------------
                  herein as the NCI Shares will be delivered to NCI.

         D.       No Conflict with Other Instrument.  The execution of this agreement will not violate or
                  ---------------------------------
                  breach any document, instrument, agreement, contract or commitment material to DHX.

5.       Closing.   The Closing as herein referred to shall occur upon such date as the parties hereto may
         -------
mutually agree upon, but is expected to be on or before June 5, 2003.

         At closing DHX will deliver the NCI Shares to NCI and NCI will deliver
to DHX the initial payment of $50,000.

6.       Conditions Precedent of NCI to Effect Closing.  All obligations of NCI under this Agreement are
         ---------------------------------------------
subject to fulfillment prior to or as of the Closing Date, of each of the following conditions:

         A.       The representations and warranties by or on behalf of DHX
                  contained in this Agreement or in any certificate or documents
                  delivered to NCI pursuant to the provisions hereof shall be
                  true in all material respects at end as of the time of Closing
                  as though such representations and warranties were made at and
                  as of such time.

         B.       DHX shall have performed and complied with all covenants, agreements and conditions
                  required by this Agreement to be performed or complied with by it prior to or at the Closing.

         C.       All instruments and documents delivered to NCI pursuant to the provisions hereof shall be
                  reasonably satisfactory to NCI's legal counsel.

7.       Conditions Precedent of DHX to Effect Closing.  All obligations of DHX under this Agreement are
         ---------------------------------------------
subject to fulfillment prior to or as of the date of Closing, of each of the following conditions:


                                       21

<PAGE>



         A.       The representations and warranties by or on behalf of NCI
                  contained in this Agreement or in any certificate or documents
                  delivered to DHX pursuant to the provisions hereof shall be
                  true in all material respects at end as of the time of Closing
                  as though such representations and warranties were made at and
                  as of such time.

         B.       NCI shall have performed and complied with all covenants, agreements and conditions
                  required by this Agreement to be performed or complied with by it prior to or at the Closing.

         C.       All instruments and documents delivered to DHX pursuant to the provisions hereof shall be
                  reasonably satisfactory to DHX's legal counsel.

8. Damages and Limit of Liability. Each party shall be liable, for any material
breach of the representations, warranties, and covenants contained herein which
results in a failure to perform any obligation under this Agreement, only to the
extent of the expenses incurred in connection with such breach or failure to
perform Agreement.

9. Nature and Survival of Representations and Warranties. All representations,
warranties and covenants made by any party in this Agreement shall survive the
Closing hereunder. All of the parties hereto are executing and carrying out the
provisions of this Agreement in reliance solely on the representations,
warranties and covenants and agreements contained in this Agreement or at the
Closing of the transactions herein provided for and not upon any investigation
upon which it might have made or any representations, warranty, agreement,
promise, or information, written or oral, made by the other party or any other
person other than as specifically set forth herein.

10. Indemnification Procedures. If any claim is made by a party which would give
rise to a right of indemnification under this paragraph, the party seeking
indemnification (Indemnified Party) will promptly cause notice thereof to be
delivered to the party from whom is sought (Indemnifying Party). The Indemnified
Party will permit the Indemnifying Party to assume the defense of any such claim
or any litigation resulting from the claims. Counsel for the Indemnifying Party
which will conduct the defense must be approved by the Indemnified Party (whose
approval will not be unreasonable withheld), and the Indemnified Party may
participate in such defense at the expense of the Indemnified Party. The
indemnifying Party will not in the defense of any such claim or litigation,
consent to entry of any judgement or enter into any settlement without the
written consent of the Indemnified Party (which consent will not be unreasonably
withheld). The Indemnified Party will not, in connection with any such claim or
litigation, consent to entry of any judgement or enter into any settlement
without the written consent of the Indemnifying Party (which consent will not be
unreasonable withheld). The Indemnified Party will cooperate fully with the
Indemnifying Party and make available to the Indemnifying Party all pertinent
information under its control relating to any such claim or litigation. If the
Indemnifying Party refuses or fails to conduct the defense as required in this
Section, then the Indemnified Party may conduct such defense at the expense of
the Indemnifying Party and the approval of the Indemnifying Party will not be
required for any settlement or consent or entry of judgement.

11.      Default at Closing.
         ------------------


                                       22

<PAGE>




         A.       By DHX:
                  -------

                  (1)      Notwithstanding the provisions hereof, if DHX shall
                           fail or refuse to deliver any of the NCI Shares, or
                           shall fail or refuse to consummate the transaction
                           described in this Agreement prior to the Closing
                           Date, such failure or refusal shall constitute a
                           default by DHX and NCI at its option and without
                           prejudice to its rights against such defaulting
                           party, may either (a) invoke any equitable remedies
                           to enforce performance hereunder including, without
                           limitation, an action or suit for specific
                           performance, or (b) terminate all of its obligations
                           hereunder with respect to DHX.

         B.       By NCI:
                  -------

                  (1)      Notwithstanding the provisions hereof, if NCI shall
                           fail or refuse to deliver any of the payments
                           provided for herein, or shall fail or refuse to
                           consummate the transaction described in this
                           Agreement prior to the Closing Date, such failure or
                           refusal shall constitute a default by NCI and DHX at
                           its option and without prejudice to its rights
                           against such defaulting party, may either (a) invoke
                           any equitable remedies to enforce performance
                           hereunder including, without limitation, an action or
                           suit for specific performance, or (b) terminate all
                           of its obligations hereunder with respect to NCI.
                           Failure to make timely payment shall subject any
                           remaining balance to an interest rate charge of
                           fifteen percent (15%) per annum until paid in full.



12. Costs and Expenses. DHX and NCI shall bear their own costs and expenses in
the proposed exchange and transfer described in this Agreement. DHX and NCI have
been represented by their own attorney in this transaction, and shall pay the
fees of its attorney, except as may be expressly set forth herein to the
contrary.

13.      Notices.  Any notice under this Agreement shall be deemed to have been sufficiently given if sent
         -------
by registered or certified mail, postage prepaid, addressed as follows:

    To DHX:       Diversified Holdings X, Inc.       To NCI:           NCI Holdings, Inc.
                  268 West 400 South, #300                             1959 S. Power Rd., Bldg 103, Ste 158,
                  Salt Lake City, UT 84101                             Mesa, Arizona 85206
                  Telephone: (801) 575-8073                            Telephone: (602) 762-8111
                  Telefax: (801) 575-8092                              Telefax: (602)
                  Attn: Richard Surber, President                      Attn: Gino Carlucci, President



                                       23

<PAGE>


14.      Miscellaneous.
         -------------

         A.       Further Assurances.  At any time and from time to time, after the effective date, each party
                  ------------------
will execute such additional instruments and take such as may be reasonably requested by the other party to
confirm or perfect title to any property transferred hereunder or otherwise to carry out the intent and purposes
of this Agreement.

         B.       Waiver.  Any failure on the part of any party hereto 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.

         C.       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.

         D.       Counterparts.  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.

         E.       Governing Law.  This Agreement was negotiated and is being contracted for in the State of
                  -------------
Utah, and shall be governed by the laws of the State of Utah, notwithstanding any conflict-of-law provision
to the contrary and the parties hereto stipulate and agree that any dispute that might arise hereunder shall be
subject to the jurisdiction of the courts located in Salt Lake County, State of Utah.

         F.       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.

         G. Entire Agreement. The 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 hereof. No oral understandings, statements, promises or inducements
contrary to the terms of this Agreement exist. No representations, warranties
covenants, or conditions express or implied, other than is set forth here, have
been made by any party.

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

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.

                                            Diversified Holdings X, Inc., a Utah Corporation
                            ___/s/ Richard Surber___
                                                     Richard D. Surber, President

                                            NCI Holdings, Inc., a Nevada Corporation
                                            By:____/s/ Gino Carlucci__
                                                     Gino Carlucci, President



                                       24

<PAGE>

</TABLE>