Bylaws - ATOMIC PAINTBALL INC - 2-27-2004

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					Exhibit 3.4 BYLAWS OF ATOMIC PAINTBALL, INC. ARTICLE ONE - OFFICES SECTION ONE. REGISTERED OFFICE. The Office of the Corporation is located at 219 Josey Ln. Red Oak, Texas 75154. SECTION TWO PRINCIPLE OFFICE. The principle office of the corporation shall be at 219 Josey Lane, Red Oak, Texas 75154, provided that the board of directors shall have power to change the location of the principle office in its discretion. SECTION THREE. ADDITIONAL OFFICE. The Corporation may also have offices at such other places, within or without the State of Texas, where the Corporation is qualified to do business, as the Board of Directors may from time to time designate and as the business of the Corporation may require. ARTICLE TWO - SHAREHOLDER'S MEETINGS SECTION ONE. PLACE OF MEETINGS. Meetings of the Shareholders shall be held at any place, either within or without the State of Texas, designated by the Board of Directors pursuant to authority hereinafter granted to the Board or by the written consent of all persons entitled to vote thereat. In the absence of any such designation, Shareholder's meetings shall be held at the Registered Office of the Corporation. SECTION TWO. ANNUAL MEETING. The annual meeting of Shareholders shall be held at a date and time to be set by resolution of the Board of Directors. If no resolution is made setting the date for the annual meeting of the Shareholders, such meeting shall be held on the annual anniversary of the date on which the Corporation's Articles of Incorporation were issued. At such meetings Directors shall be elected, reports of the affairs of the Corporation shall be considered and any other business may be transacted which is within the powers of the Shareholders. The date and time of the Annual Meeting of Shareholders may be changed by appropriate resolutions of the Board of Directors, to a time within sixty (60) days before or following the date stated herein. SECTION THREE. NOTICE OF MEETING. Notice of all meetings of the Shareholders stating the place, day and hour of the meeting, and in case of a special meeting the purpose or purposes for which the meeting is called, shall be given in writing to each Shareholder entitled to vote at the meeting at least ten (10) but not more than fifty (50) days before the date of the meeting either

personally or by mail or other means of written communication, addressed to the Shareholder at the address appearing on the books of the Corporation or given by the Shareholder to the Corporation for the purpose of notice. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail, with postage prepaid, properly addressed to the Shareholder. Notice of adjourned meetings is not necessary unless the meeting is adjourned for thirty (30) days or more, in which case notice of the adjourned meeting shall be given as in the case of any special meeting. Any notice required by law or by these Bylaws may waived by the person entitled to the notice by the execution of a written waiver of such notice, which waiver may be signed before or after the time stated in the notice. SECTION FOUR. SPECIAL MEETINGS. Special meetings of the Shareholders may be called by the President, the Board of Directors or by the holder or holders of at least one-tenth (1/10) of all the shares entitled to vote at the meeting. No question may be voted upon at a special meeting of the Shareholders unless the notice of said meeting states that one of the purposes of the meeting will be to act upon the question or unless the meeting is attended by all of the Shareholders entitled to vote upon the question and all the Shareholders vote that the question may then be voted upon at that meeting. SECTION FIVE. QUORUM AND MANNER OF ACTION. The holders of a majority of shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of Shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without notice other than announcement at the meeting that the meeting shall be adjourned until a quorum shall be present. At a reconvened meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. When a quorum is present at any meeting, the vote of the holders of a majority of the shares having voting power, present in person or represented by proxy, shall decide any question brought before the meeting, unless the question is one upon which, by express provision of the statues, the Articles of Incorporation or these Bylaws, a different vote is required, in which case the express provision shall govern and control the vote required for decision upon the question. SECTION SIX. VOTING OF COMMON SHARES. Each outstanding share of common stock shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of Shareholders. SECTION SEVEN. ELIGIBLE SHAREHOLDERS. For the purpose of determining Shareholders entitled to notice of and to vote at any meeting of Shareholders or at any adjournment thereof, for the purpose of determining Shareholders entitled to receive payment of any dividend or for the purpose of determining the shareholders for any other proper purpose, the Board of Directors of the corporation may provide that the share transfer books shall be closed for a stated period, not to exceed in any case fifty (50) days. If the share transfer books shall be closed for the purpose of determining Shareholders entitled to notice of or to vote at a meeting of Shareholders, the books shall be closed for at least ten (10) days immediately preceding the meeting. In lieu of closing the share transfer books, the Board of Directors may fix in advance a date as the

record date for such determinations of Shareholders, with the date in any case to be not more than fifty (50) days and in case of a meeting of Shareholders, not less than ten (10) days prior to the date on which the particular action requiring the determination of Shareholders is to be taken. If the share transfer books are not closed and no record date is fixed for the determination of Shareholders entitled to notice of and to vote at a meeting of Shareholders or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring the dividend is adopted, as the case may be, shall be the record date for the determination of Shareholders. When a determination of shareholders entitled to vote at any meeting of Shareholders has been made as provided in this section, the determination shall apply to any adjournment thereof. SECTION EIGHT. VOTING LIST. The Officer or agent having charge of the Corporation's share transfer books shall make, at least ten (10) days before each meeting of Shareholders, a complete list of the Shareholders entitled to vote at the meeting or at any adjournment thereof. The list shall be arranged in alphabetical order with the address of each Shareholder and the number of shares owned by each Shareholder. The list, for a period of ten (10) days prior to the meeting, shall be kept on file at the Registered Office of the Corporation and shall be subject to the inspection by any Shareholder at any time during usual and ordinary business hours. The list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any Shareholder during the whole time of the meeting. The original share transfer books shall be prima facie evidence as to the Shareholders who are entitled to examine the list and transfer books and to vote at any meeting of Shareholders. SECTION NINE. PROXIES. At any meeting of Shareholders, a Shareholder may vote in person or by proxy executed in writing by the Shareholder or by his duly authorized attorney-in- fact. The proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise specifically provided in the proxy. Each proxy shall be revocable unless expressly provided therein to be irrevocable and unless otherwise made irrevocable by law. SECTION TEN. ACTION WITHOUT MEETING. Any action required by the Texas Business Corporation Act to be taken at any annual or special meeting of Shareholders, or any action which may be taken at any annual or special meeting of Shareholders, may be taken without a meeting, without prior notice, and with a vote, if a consent or consents in writing , setting forth the action so taken, shall be signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted. SECTION ELEVEN. CONSENT OF ABSENTEES. No defect in the calling or noticing of a Shareholder's meeting will affect the validity of any action at the meeting if a quorum was present and if each Shareholder not present in person or by proxy signs a written waiver of notice, consent to the holding of

the meeting or approval of the Minutes, either before or after the meeting and such waivers, consents or approvals are filed with the corporate records or made a part of the Minutes of the meeting. SECTION TWELVE. ELECTION INSPECTOR. In advance of any meeting of Shareholders, the Board of Directors may appoint any person, other than a nominee for office, as inspector of election to act at such meeting or any adjournment thereof. If an inspector of election is not so appointed, the chairman of any such meeting may, and on the request of any Shareholder or his proxy, shall, appoint an inspector of election at the meeting. In case the person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment by the Board of Directors in advance of the meeting or at the meeting by the person acting as chairman. The inspector of election shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the authenticity, validity, and effect of proxies, receive notes, ballots or consents, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes or consents, determine the result, and do such acts as may be proper to conduct the election or vote with fairness to all Shareholders. The inspector of election shall perform his duties impartially, in good faith, to the best of his ability and as expeditiously as is practical. On request of the chairman of the meeting or of any Shareholder or his proxy, the inspector shall make a report in writing of any challenge or question of matter determined by him and execute a certificate of any fact found by him. Any report or certificate made by him is prima facie evidence of the facts stated therein. SECTION THIRTEEN. CONDUCT OF MEETING. At every meeting of the Shareholders, the President, or in his absence, the Vice President designated by the Board of Directors, shall act as chairman. The Secretary of the Corporation, or in his absence, any person appointed by the presiding officer, shall act as Secretary of all meetings of the Shareholders. SECTION FOURTEEN. CUMULATIVE VOTING. Cumulative voting by the Shareholders of the Corporation at any election for Directors is expressly prohibited. The Shareholders entitled to vote for Directors in any election shall be entitled to cast one (1) vote and no more per share for each Director to be elected. SECTION FIFTEEN. VOTING OF SHARES OF CERTAIN HOLDERS. (a) Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the Bylaws of such corporation may authorize, or in the absence of such authorization, as the Board of Directors of such corporation may determine. (b) Shares held by an administrator, executor, guardian or conservator may be voted by him so long as such shares are in the possession and forming a part of the estate being served by him, either in person or by proxy, without the necessity of a transfer of the shares into his name. Shares standing

in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him, either in person or by proxy, without a transfer of the shares into his name as trustee. (c) Shares standing in the name of a receiver may be voted by the receiver, and shares held by or under the control of a receiver may be voted by him without the transfer thereof into his name if authority to do so is contained in an appropriate order of the court by which he was appointed. (d) A shareholder whose shares are pledged shall be entitled to vote such shares until they have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the transferred shares. (e) Treasury shares, shares of its own stock owned by another corporation the majority of the voting stock of which is owned or controlled by this Corporation, and shares of its own stock held by this corporation in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time. ARTICLE THREE - DIRECTORS SECTION ONE. POWERS. The business and affairs of the Corporation shall be managed by the Board of Directors which shall exercise all the powers of the Corporation and do all lawful acts and things as are not by statute, by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done or approved by the Shareholders. SECTION TWO. NUMBER AND QUALIFICATION. The Board of Directors shall consist of at least one and no more than nine (9) Directors, who need not be a Shareholder or resident of the State of Texas. The actual number of Directors chosen within these limits shall be established by the Board of Directors by properly approved resolution. The upper limit to the number of Directors may be increased or decreased from time to time by amendment to these Bylaws; provided, however, that no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. SECTION THREE. TERM OF OFFICE. The Directors named in the Articles of Incorporation shall hold office until the first annual meeting of Shareholders and until their successors are elected and qualified, either at an annual or a special meeting of Shareholders. Directors other than those named in the Articles of Incorporation, shall hold office until the next annual meeting and until their successors are elected and qualified. SECTION FOUR. VACANCIES. Vacancies in the Board of Directors shall exist in the case of the happening of any of the following events; (a) the death, resignation or removal of any Director; (b) the authorized number of Directors is increased; or (c) at any annual, regular or special meeting of

Shareholders at which any Director is elected, the Shareholders fail to elect the full authorized number of Directors to be voted for at that meeting. In addition, the Board or Directors may declare vacant the office of a Director in either of the following cases: (a) if he is adjudged incompetent by an order of Court or convicted of a felony; or (b) if within thirty (30) days after notice of his election, he does not accept the office either in writing or by attending a meeting of the Board of Directors. Vacancies may be filled by the unanimous vote of the remaining Directors, though less than a quorum or by a sole remaining Director. Each Director so elected shall hold office until his successor is elected at an annual, regular or special meeting of the Shareholders. The Shareholders may elect a Director at any time to fill any vacancy not filled by the Directors. If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, the Board or the Shareholders may elect a successor to take office when the resignation becomes effective. A reduction of the authorized number of Directors shall not remove any Director prior to the expiration of his term of office. SECTION FIVE. REMOVAL. The entire Board of Directors or any individual Director may be removed from office, either with or without cause, by a vote of Shareholders holding a majority of the outstanding shares entitled to vote at an election of Directors. If any or all Directors are so removed, new Directors may be elected at the same meeting. SECTION SIX. PLACE OF MEETINGS. All meetings of the Board of Directors shall be held at any place, within or without the State of Texas, which has been designated from time to time by resolution of the Board or by written consent of all members of the Board. Any regular or special meeting is valid, wherever held, if held on written consent of all members of the Board given either before or after the meeting and filed with the Secretary of the Corporation. SECTION SEVEN. ANNUAL MEETINGS. Annual meetings of the Board of Directors shall be held, without call or notices, immediately following each annual meeting of the Shareholders of the Corporation. SECTION EIGHT. SPECIAL MEETINGS. Special meetings of the Board of Directors of the Corporation shall be called by the President, or, if he is absent or is unable or refuses to act, by any Vice President or by any Director. SECTION NINE. NOTICE OF SPECIAL MEETING. Written notice of the time, place and purpose of special meetings of the Board of Directors shall be delivered personally to each Director or sent to each Director by mail or by other form of written communication, at least seven (7) days before the meeting. If the address of a Director is not shown on the records and is not readily ascertainable, notice shall be addressed to him at the city or place in which meetings of the Directors are regularly held. Notice of the time and place of holding an adjourned meeting of a meeting need not be given to absent Directors if the time and place are fixed at the meeting adjourned.

SECTION TEN. QUORUM AND MANNER OF ACTION. At all meetings of the Board of Directors, the presence of a majority of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as otherwise specifically provided by statute, by the Articles of Incorporation, or by these Bylaws. If a quorum shall not be present at any meeting of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting that the meeting shall be adjourned, until a quorum shall be present. At a reconvened meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally noticed. Each Director who is present at a meeting will be deemed to have assented to any action taken at such meeting unless his dissent to the action is entered in the Minutes of the meeting or unless he shall file his written dissent thereto with the Secretary of the meeting or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after such meeting. SECTION ELEVEN. ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board of Directors or any Committee of Directors under any provision of the Texas Business Corporation Act may be taken without a meeting, if all members of the Board or of the Committee of Directors shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the Minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such Directors. Any certificate or other document filed under any provisions of the Texas Business Corporation Act which relates to actions so taken shall state that the action was taken by unanimous written consent of the Board of Directors to so act and such statement shall be prima facie evidence of such authority. SECTION TWELVE. VALIDATION OF MEETING DEFECTIVELY CALLED. The transaction of any meeting of the Board of Directors, however called and noticed or wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the Directors not present signs a waiver of notice, a consent to holding the meeting or an approval of the Minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the Minutes of the meeting. Attendance by a Director at a meeting shall constitute a waiver of notice of the meeting, unless the express purpose for such attendance is to present the objection that the meeting is not lawfully called or convened. SECTION THIRTEEN. CONDUCT OF MEETINGS. The President, or, in his absence, the Vice President designated by the Board of Directors, shall preside at meetings of the Board of Directors. The Secretary of the Corporation, or in his absence, any person appointed by the presiding officer, shall act as Secretary of the Board of Directors.

SECTION FOURTEEN. COMPENSATION. Directors shall receive such compensation for their services as Directors as shall be determined from time to time by resolution of the Board. Any Director may serve the Corporation in any other capacity as an officer, agent, employee or otherwise and receive compensation therefor. SECTION FIFTEEN. INTERESTED DIRECTORS. Any contract or other transaction between the Corporation and any of its Directors (or any corporation or firm in which any of its Directors is directly of indirectly interested) shall be valid for all purposes notwithstanding the presence of such Director at the meeting; provided however, the foregoing shall apply only if the interest of each such Director is known or disclosed to the Board of Directors and it shall nevertheless authorize or ratify such contract or other transaction by a majority of the Directors present, each such interested Director to be counted in determining whether a quorum is present but not in calculating the majority necessary to carry such vote. SECTION SIXTEEN. EXECUTIVE COMMITTEE. The Board of Directors may at any time appoint two (2) or more Directors to serve and act as an Executive Committee. The Executive Committee so appointed shall have such power and authority to conduct the business and affairs of the Corporation as is vested by law, the Articles of Incorporation and these Bylaws in the Board of Directors as a whole, except that it may not take any action that is specifically required by statute to be taken by the entire Board of Directors. Members of the Executive Committee shall receive such compensation as the Board or Directors may from time to time provide. Each Director shall be deemed to have assented to any action of the Executive Committee unless he shall, within seven (7) days after receiving actual or constructive notice of such action, deliver his written dissent thereto to the Secretary of the Corporation. Members of the Executive Committee shall serve at the pleasure of the Board of Directors. ARTICLE FOUR - OFFICERS SECTION ONE. OFFICERS. The Officers of the Corporation shall be a President and a Secretary and may be a Vice President and a Treasurer. The Corporation may also have, at the discretion of the Board of Directors, one or more additional Vice Presidents, one or more Assistant Treasurers, and such other Officers as may be appointed in accordance with the Provisions of Section Three of this Article. One person may hold two or more offices. SECTION TWO. ELECTION. The Officers of the Corporation shall be elected annually by the Board of Directors and each shall hold his office until he shall resign or shall be removed or otherwise is qualified to serve, or his successors shall be elected and qualified. SECTION THREE. ADDITIONAL OFFICERS. The Board of Directors may appoint such other officers or agents as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the Board or Directors may from time to time determine.

SECTION FOUR. COMPENSATION. The compensation of the President, all Vice Presidents, the Secretary and the Treasurer shall be fixed by the Board of Directors, but the compensation of all minor officers and all other agents and employees of the Corporation may be fixed by the President, unless by resolution the Board of Directors shall determine otherwise; provided, however, that without the express approval of the Board of Directors, the President may not enter into any employment agreement on behalf of the Corporation with any person which may not be terminated by the Corporation, either at will or upon thirty (30) days written notice. SECTION FIVE. REMOVAL AND RESIGNATION. Any Officer may be removed, either with or without cause, by a majority of the Directors in office, at any regular or special meeting of the Board; provided, however, that such removal shall be without prejudice to the contract rights, if any, of the person removed. Any Officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. SECTION SIX. VACANCIES. If the office of the President, Vice President, Secretary or Treasurer becomes vacant by reason of death, resignation, removal or otherwise, the Board of Directors shall elect a successor who shall hold office for the unexpired term and until his successor is elected. SECTION SEVEN. PRESIDENT. The President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and Officers of the Corporation and shall have the general powers and duties of management usually vested in the office of President of a corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws. Within this authority and in the course of his duties he shall: (a) Preside at all meetings of the Shareholders and all meetings of the Board of Directors and shall be ex officio a member of the Executive Committee, if any; (b) Sign all certificates of stock of the Corporation; (c) When authorized by the Board of Directors or required by law, execute in the name of the Corporation deeds, conveyances, notices, leases, checks, drafts, bills of exchange, warrants, promissory notes, bonds, debentures, contracts and other papers and instruments in writing and, unless the Board of Directors shall order other wise by resolution, make such contracts as the ordinary conduct of the Corporation's business may require; and (d) Appoint and remove, employ and discharge and prescribe the duties and fix the compensation of all agents, employees and clerks of the

Corporation other than the duly appointed Officers, subject to the approval of the Board of Directors, and control, subject to the direction of the Board of Directors, all of the Officers, agents and employees of the Corporation. SECTION EIGHT. VICE PRESIDENT. In the absence or disability of the President, the Vice President designated by the Board of Directors shall perform all the duties of the President and, when so acting, shall have the powers of and be subject to all the restrictions on the President. The Vice President or Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for him or them by the Board of Directors or the Bylaws. SECTION NINE. SECRETARY. The Secretary shall: (a) Attest and keep at the principal office of the Corporation the original or a copy of its Bylaws as amended or otherwise altered to date; (b) Keep at the principal office of the Corporation or such other place as the Board of Directors may order, a book of Minutes of all meetings of its directors, Shareholders and Executive Committee, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at Directors' meetings, the number of shares or members present or represented at Shareholder's meetings and the proceedings thereof; (c) Sign or attest such documents as may be required by law or the business of the Corporation and keep the corporate seal and affix it to such instruments as may be necessary or proper; (d) Be custodian of the records and of the seal of the Corporation; (e) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (f) Keep at the principal office of the Corporation a share register or duplicate share register showing the names of the Shareholders and their addresses; the number, date of issue, and class of shares represented by each outstanding share certificate surrendered for cancellation. (g) See that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and (h) In general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Board or Directors.

SECTION TEN. TREASURER. The Treasurer shall: (a) Have charge and custody of, and be responsible for, all funds and securities of the Corporation and deposit all such finds in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors; (b) Receive, and give receipt for, moneys due and payable to the Corporation from any source whatsoever; (c) Disburse or cause to be disbursed, the funds of the Corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements, gains, losses, capital, surplus and shares; (d) Keep and maintain adequate and correct accounts of the Corporation's properties and business transactions including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares; (e) Render to the President and Directors, whenever requested, an account of all transactions as Treasurer and of the financial condition of the Corporation; (f) Prepare, or cause to be prepared, and certify the financial statements to be included in the annual report to Shareholders and statements of the affairs of the Corporation when requested by Shareholders holding at least ten percent (10%) of the number of outstanding shares of the Corporation; and (g) In general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board or Directors. ARTICLE FIVE - EXECUTION OF INSTRUMENTS SECTION ONE. AUTHORITY FOR EXECUTION OF INSTRUMENTS. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any Officer or Officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances; and, unless so authorized, no Officer, agent or employees shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount. SECTION TWO. EXECUTION OF INSTRUMENTS. Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of the Corporation, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the Corporation and other corporate instruments and documents and certificates of shares of stock owned by the Corporation shall be executed, signed or endorsed by the President and may have the corporate seal affixed thereto.

ARTICLE SIX - DEPOSIT OF FUNDS SECTION ONE. BANK ACCOUNTS. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation with such banks, trust companies or other depositories as the Board of Directors may select. SECTION TWO. SIGNING OF CHECKS. All checks, drafts or other orders for payment of money, notes or other evidences or indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board or Directors. ARTICLE SEVEN - ISSUANCE AND TRANSFER OF SHARES SECTION ONE. ISSUANCE OF STOCK. The Board of Directors may offer for sale and issue shares of the common stock of the Corporation as authorized in the Articles of Incorporation. SECTION TWO. CERTIFICATES FOR FULLY PAID SHARES. Neither shares nor certificates representing such shares may be issued by the Corporation until the full amount of the consideration has been paid. When such consideration has been paid to the Corporation, the shares shall be deemed to have been issued and the certificate representing such shares shall be issued to the Shareholder. SECTION THREE. CONSIDERATION FOR SHARES. The consideration paid for the issuance of shares shall consist of money paid, labor done or property actually received. Neither promissory notes nor the promise of future services shall constitute payment or part payment for shares of the Corporation. SECTION FOUR. CERTIFICATES REPRESENTING SHARES. Certificates in the form as may be determined by the Board or Directors and as shall conform to the requirements of the statutes, the Articles of Incorporation and these Bylaws shall be delivered representing all shares to which Shareholders are entitled. The certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. Each certificate shall be signed by the President of the Corporation, may be signed by the Secretary of the Corporation and shall be sealed with the seal of the Corporation. Each certificate shall state the following upon the face thereof: (a) That the Corporation is organized under the laws of the State of Texas; (b) The name of the person to whom issued; (c) The number and class of shares and the designation of the series, if any, which such certificate represents; and

(d) The par value of each share represented by the certificate, or a statement that the shares are without par value. SECTION FIVE. REPLACEMENT OF CERTIFICATES. No new certificates shall be issued until the former certificate for the shares represented thereby shall have been surrendered and cancelled, except in the case of lost or destroyed certificates for which the Board of Directors may order new certificates to be issued upon such terms, conditions and guarantees as the Board may see fit to impose, including the filing of sufficient indemnity. SECTION SIX. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may appoint one or more transfer agents and may appoint one or more registrars who shall be appointed at such times and places as the requirements of the Corporation may necessitate and as the Board of Directors may designate. SECTION SEVEN. TRANSFER OF SHARES. Shares of the stock shall be transferable only on the books of the Corporation by the holder thereof in person or by his duly authorized attorney. Upon surrender to the Corporation or transfer agent of the Corporation of a certificate or certificates representing shares, duly endorsed or accomplished by a proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation or the transfer agent of the Corporation to issue a new certificate or certificates to the person entitled thereto, to cancel the old certificate or certificates and to record the transaction upon its books. The transferee in any transfer of shares shall be deemed to have full notice of, and to consent to, the Bylaws of the Corporation to the same extent as if he had signed a written assent thereto. Whenever any transfer of shares shall be made for collateral security, and not absolutely, and written notice thereof shall be given to the Secretary of the Corporation or its transfer agent, if any, such fact shall be stated in the entry of the transfer. SECTION EIGHT. REGISTERED SHAREHOLDERS. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or beneficial claim to or interest in the share or shares on the part of any other person. SECTION NINE. REASONABLE DOUBT AS TO RIGHT TO TRANSFER. When a transfer of shares is requested and there is reasonable doubt as to the right of the person seeking the transfer, the Corporation or its transfer agent, if any, before recording the transfer of the shares on its books or issuing any certificate therefor, may require from the person seeking the transfer reasonable proof of his right to the transfer. If there remains a reasonable doubt of the right to the transfer, the Corporation may refuse a transfer unless the person gives adequate security or a bond of indemnity executed by a corporate surety or by two (2) individual sureties satisfactory to the Corporation as to form, amount and responsibility of the sureties. The bond

shall be conditioned to protect the Corporation, its Officers, transfer agents and registrars, if any, or any of them against any loss, damage, expense or other liability to the owner of the shares of a new certificate for shares. ARTICLE EIGHT - CORPORATE RECORDS, REPORTS AND SEAL SECTION ONE. MINUTES OF MEETINGS. The Corporation shall keep and maintain a book of Minutes of all meetings of its Directors and of its Shareholders with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at Directors' meetings, the number of shares present or represented at Shareholders' meetings and the proceedings thereof. SECTION TWO. BOOKS OF ACCOUNTS. The Corporation shall keep and maintain adequate and correct accounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital surplus and shares. Any surplus, including earned surplus, paid-in surplus and surplus arising from a reduction of stated capital, shall be classified according to source and shown in a separate account. SECTION THREE. SHARE REGISTER. The Corporation shall keep and maintain a share register, showing the names of the Shareholders and their addresses, the number and classes of shares held by each, and the number and date of cancellation of every certificate surrendered for cancellation. SECTION FOUR. INSPECTION OF RECORDS BY SHAREHOLDER. Any person who shall have been a Shareholder of record for at least six (6) months immediately preceeding this demand or who is the holder of record of at least five percent (5%) of all of the outstanding shares of the Corporation, on written demand stating the purpose thereof, has the right to examine, in person or by agent, accountant or attorney, at any reasonable time or times, for any proper purpose, its books and records of account, Minutes and record of Shareholders and is entitled to make extracts therefrom. SECTION FIVE. INSPECTION OF RECORDS BY DIRECTORS. Every Director shall have the absolute right at any reasonable time to inspect all books, records, documents of every kind and the physical properties of the Corporation. Such inspection by a Director may be made in person or by agent or attorney and the right of inspection includes the right to make extracts therefrom. SECTION SIX. FINANCIAL REPORTS. The Board of Directors must, when requested by the holders of at least one-third (1/3) of the outstanding shares of the Corporation, present written reports concering the situation and business of the Corporation. SECTION SEVEN. FISCAL YEAR. The fiscal year of the Corporation shall be determined by the Board of Directors.

SECTION EIGHT. CORPORATE SEAL The Board of Directors may adopt, use and thereafter alter the corporate seal. SECTION NINE. DIVIDENDS. The Board of Directors may declare and the Corporation may pay dividends on its outstanding shares in cash, property or its own shares, pursuant to law and subject to the provisions of its Articles of Incorporation. SECTION TEN. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or to execute and deliver any instrument in the name, and on behalf of, the Corporation. This authority may be general or confined to specific instances. SECTION ELEVEN. LOANS. No loans shall be contracts on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. This authority may be general or confined to specific instances. SECTION TWELVE. RESERVES. The Board of Directors may by resolution create a reserve or reserves out of earned surplus for any purpose or purposes, and may abolish any such reserve in the same manner. ARTICLE NINE - INDEMNIFICATION OF OFFICERS AND DIRECTORS SECTION ONE. INDEMNIFICATION. The Corporation shall be empowered, to the extent allowed by Article 2.02-1 of the Texas Business Corporation Act, to indemnify Directors, Officers, agents and employees as follows: (a) Persons. The Corporation shall indemnify to the extent provided in paragraph (b), (d) or (f): (1) any person who is or was Director, Officer, agent, or employee of the Corporation, and (2) any person who serves or served at the Corporation's request as a Director, Officer, agent, employee, partner or trustee of another corporation or of a partnership, joint venture, trust or other enterprise. (b) Extent - Derivative Suits. In case of a suit by or in the right of the Corporation against a person named in paragraph (a) by reason of his holding a position named in paragraph (a), the Corporation shall indemnify him, if he satisfies the standard in paragraph (c), for expenses (including attorney's fees but excluding amounts paid in settlement) actually and reasonably incurred by him in connection with the defense or settlement of the suit.

(c) Standard - Derivative Suit. In case of a suit by or in the right of the Corporation, a person named in paragraph (a) shall be indemnified only if: (1) he is successful on the merits of otherwise; or (2) he acted in good faith in the transaction which is the subject of this suit, and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation. However, he shall not be indemnified in respect of any claim, issue or matter as to which he has been adjudged liable for negligence or misconduct in the performance of his duty to the Corporation unless (and only to the extent that) the court in which the suit was brought shall determine upon application that, despite the adjudication but in view of all the circumstances, he is fairly and reasonably entitled to indemnity for such expense as the court shall deem proper. (d) Extent - Nonderivative Suits. In case of a suit, action or proceeding (whether civil, criminal, administrative or investigative), other than a suit by or in the right of the Corporation, together hereinafter referred to as a Nonderivative suit, against a person named in paragraph (a) by reason of his holding a position named in paragraph (a), the Corporation shall indemnify him if he satisfies the standard in paragraph (e), for amounts actually and reasonably incurred by him in connection with the defense or settlement of the Non-derivative suit as: (1) expenses (including attorney's fees); (2) amounts paid in settlement; (3) judgments; and (4) fines. (e) Standard - Nonderivative Suits. In case of a Non-derivative suit, a person named in paragraph (a) shall be indemnified only if: (1) he is successful on the merits or otherwise; or (2) he acted in good faith in the transaction which is the subject of the Non- derivative suit, and in a manner he reasonably believed to be in, and not opposed to, the best interests of the Corporation and, with respect to any criminal action or proceeding, he had no reason to believe his conduct was unlawful. The termination of a Nonderivative suit by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent shall not, of itself, create a presumption that the person failed to satisfy the standard of this paragraph (e) (2). (f) Determination That Standard Has Been Met. A determination that the standard of paragraph (c) or (e) has been satisfied may be made by a court or, except as stated in paragraph (c) (2) (second sentence), the determination may be made by:

(1) a majority of the Directors of the Corporation (whether or not a quorum) who were not parties to the action, suit or proceeding; (2) independent legal counsel (appointed by a majority of the Directors of the Corporation, whether or not a quorum, or elected by the Shareholders of the Corporation) in a written opinion; or (3) the Shareholders of the Corporation. (g) Proration. Anyone making a determination under paragraph (f) may determine that a person has met the standard as to some matters but not as to others, and may reasonably prorate amounts to be indemnified. (h) Advance Payment. The Corporation may pay in advance any expenses (including attorney's fees) which may become subject to the indemnification under paragraphs (a)-(g) if: (1) the Board of Directors authorized the specific payment; and (2) the person receiving the payment undertakes in writing to repay unless it is ultimately determined that he is entitled to indemnification by the Corporation under paragraphs (a)-(g). Nonexclusive. The indemnification provided in paragraphs (a)-(g) shall not be exclusive of any other rights to which a person may be entitled by law, Bylaw, Agreement, vote of Shareholders or disinterested Directors, or otherwise. Continuation. The indemnification and advance payment provided in paragraphs (a)-(h) shall continue as to a person who has ceased to hold a position named in paragraph (a) and shall inure to his heirs, executors and administrators. (k) Insurance. The Corporation may purchase and maintain insurance on behalf of any person who holds or who has held any position named in paragraph (a), against any liability incurred by him in any such position, or arising out of his status as such, whether or not the Corporation would have power to indemnify him against such liability under paragraphs (a)-(h). (l) Reports. Indemnification payments, advance payments and insurance purchases and payments made under paragraphs (a)-(k) shall be reported in writing to the Shareholders of the Corporation with the next notice of annual meeting, or within six (6) months, whichever is sooner. (m) Severability. All of the provisions of this Article Nine are separate from each other, and to the extent a particular provision is held by a court of competent jurisdiction to be invalid for any reason, then such holding shall not affect the enforceability and binding effect of the rest of the provisions of this Article Nine not specifically held to be invalid, with the remaining parts of this Article Nine remaining in full force and effect.

ARTICLE TEN - SURETY BONDS SECTION ONE. SURETY BONDS. When the Board of Directors so directs, Officers and agents of the Corporation shall be bonded for the faithful performance of their duties and for the restoration to the Corporation of, in case of their death, resignation, retirement, disqualification or removal from office, all books, papers, vouchers, money and other properties of whatever kind in their possession or under their control belonging to the Corporation, in the amounts and by the surety companies as the Board of Directors may determine. The premiums on the bonds shall be paid by the Corporation and the bonds so furnished shall be in the custody of the Secretary. ARTICLE ELEVEN - AMENDMENT OF BYLAWS SECTION ONE. AMENDMENT. These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted, by the Directors, subject to repeal or change by action of the Shareholders. The foregoing set of Bylaws was unanimously adopted as the Bylaws of Atomic Paintball, Inc., by the Board of Directors effective as of June 7, 2001, to certify which witness my signature. ALTON K. SMITH, SECRETARY

Exhibit 3.5 ATOMIC PAINTBALL, INC. CERTIFICATE OF DESIGNATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK Pursuant to Article 2.13 of the Texas Business Corporation Act Pursuant to the provisions of Article 2.13 of the Texas Business Corporation Act, Atomic Paintball, Inc., a Texas corporation (the "Corporation") does hereby make this Certificate of Designations pursuant to authority expressly vested in the Board of Directors of the Corporation by the Articles of Incorporation: ARTICLE I The name of the Corporation is Atomic Paintball, Inc. ARTICLE II The following resolutions were duly adopted by the Board of Directors of the Corporation (the "Board of Directors") by a unanimous vote at a meeting held on October __, 2003, pursuant to authority conferred upon the Board of Directors by the provisions of the Articles of Incorporation of the Corporation that authorize the issuance in series of up to two million (2,000,000) shares of preferred stock, no par value per share ("Preferred Stock"): "WHEREAS, the Board of Directors of the Corporation has, after due consideration, found that it is in the best interest of the Corporation to designate and issue up to 400,000 shares of Series A Convertible Preferred Stock. FURTHER RESOLVED, that the issuance of up to 400,000 shares of Series A Convertible Preferred Stock of the Corporation is hereby authorized, and the designation, voting powers, preferences and all other special rights, qualifications, limitations and restrictions thereof of the shares of such Preferred Stock, in addition to those set forth in the Articles of Incorporation of the Corporation, are hereby approved and affixed as follows: Section 1. Designation. The distinctive serial designation of such series shall be "Series A Convertible Preferred Stock" (hereinafter called "Series A Preferred Stock"). Each share of Series A Preferred Stock shall be identical in all respects with all other shares of Series A Preferred Stock. The Board of Directors is authorized to fix the number of shares of any series of Preferred Stock and to determine the designation of any such series. Section 2. Number of Shares. The number of shares of Series A Preferred Stock shall initially be 400,000. The Board of Directors shall have the authority to increase or decrease the number of shares of Series A Preferred Stock; provided, however, that the board of directors may not decrease the number of shares to less than the number of shares of Series A Preferred Stock that are then issued. Shares of Series A Preferred Stock that are converted into common stock of the Corporation (the "Common Stock") shall be canceled and shall revert to authorized but unissued shares of Preferred Stock undesignated as to series. Section 3. Dividends. When, as and if the Board of Directors declares a dividend on the Common Stock, each holder of shares of Series A Preferred Stock shall be entitled to a dividend equal to the dividend that would be distributed to a holder of the number of shares of Common Stock that would be issuable upon conversion of such holder's shares of Series A Preferred Stock into Common Stock as of the record date for such dividend.

Section 4. Liquidation. a. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, then, before any distribution or payment out of the assets of the Corporation shall be made to or set aside for the holders of any Common Stock, the holders of shares of Series A Preferred Stock shall be entitled to receive in full an amount per share equal to the sum of $0.25 per share. If the amount of the liquidation preference shall have been paid in full to all holders of shares of Series A Preferred Stock, the remaining assets of the Corporation shall be distributed among the holders of Common Stock, according to their respective rights and preferences and in each case according to their respective numbers of shares. b. For purposes of this Section 4, (i) the sale of substantially all of the assets of the Corporation, whether or not followed by the liquidation, dissolution and winding up of the affairs of the Corporation, (ii) the consolidation or merger of the Corporation with a corporation or any other entity (other than a consolidation or merger with a corporation or another entity in which the Corporation is the surviving corporation and which does not result in any reclassification or change in the Common Stock issuable upon conversion of shares of Series A Preferred Stock , and (iii) a statutory share exchange between or among the Corporation and one or more corporations or other entities (other than a statutory share exchange which does not result in any reclassification or change in the Common Stock issuable upon conversion of shares of Series A Preferred Stock ), shall each be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. Upon the occurrence of any of the events listed in this section, the relative rights of the holders of shares of Series A Preferred Stock and the shares of any class or series of capital stock of the Corporation to participate in the consideration received or receivable by the Corporation, or the shareholders of the Corporation, shall be as established in this Section 4. Section 5. Voting. The holders of Series A Preferred Stock shall vote together with the holders of Common Stock (and of any other class or series which may similarly be entitled to vote with the holders of Common Stock) as a single class on all matters on which holders of Common Stock are entitled to vote, including the election of directors. Each holder of shares of Series A Preferred Stock shall be entitled to cast a number of votes equal to the number of votes that could be cast by a holder of the number of shares of Common Stock issuable upon conversion of such holder's shares of Series A Preferred Stock as of the record date for such vote, or if there is no record date for the vote, on the date such vote is taken. Section 6. Optional Conversion. Each holder of shares of Series A Preferred Stock shall have the right, at such holder's option, to convert any or all of such holder's shares of Series A Preferred Stock into shares of Common Stock of the Corporation at any time on and subject to the following terms and conditions: a. The shares of Series A Preferred Stock shall be convertible at the principal office of the Corporation, and at such other office or offices, if any, as the Board of Directors may designate, into fully paid and non-assessable shares of Common Stock of the Corporation, at the conversion rate, determined as hereinafter provided. The rate at which shares of Common Stock shall be deliverable upon conversion (the "Conversion Rate") shall be one (1) share of Common Stock for every one (1) share of Series A Preferred Stock. b. In order to convert shares of Series A Preferred Stock into Common Stock the holder thereof shall surrender at the office or offices herein above mentioned the certificate or certificates therefor, duly endorsed or assigned to the Corporation or in blank, and give written notice to the Corporation at said office or offices that 2

such holder elects to convert such shares. Shares of Series A Preferred Stock shall be deemed to have been converted immediately prior to the close of business on the day of the surrender of the certificates for such shares for conversion in accordance with the foregoing provisions, and the person or persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Corporation shall issue and deliver at such office a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with payment in lieu of any fraction of a share, as hereinafter provided, to the person or persons entitled to receive the same. c. In case at any time or from time to time, the holders of any class of Common Stock have received, or (on or after the record date fixed for the determination of shareholders eligible to receive) have become entitled to receive, without payment therefor: (A) consideration (other than cash) by way of dividend or distribution; or (B) consideration (including cash) by way of spin-off, split-up, reclassification (including any reclassification in connection with a consolidation or merger in which the Corporation is the surviving corporation), recapitalization, combination of shares into a smaller number of shares, or similar corporate restructuring; other than additional shares of Common Stock issued as a stock dividend or in a stock-split (adjustments in respect of which are provided for in Sections d. and e.), then, and in each such case, the holders of Series A Preferred Stock, upon exercise of the conversion right set forth in Section 6 or upon the mandatory conversion pursuant to Section 7, will be entitled to receive for each share Series A Preferred Stock , as of the record date fixed for such distribution, the greatest per share amount of consideration received by any holder of any class of Common Stock or to which such holder is entitled. All such consideration receivable conversion of the Series A Preferred Stock with respect to such a distribution will be deemed to be outstanding and owned by such holder for purposes of determining the amount of consideration to which such holder is entitled upon conversion of the Series A Preferred Stock with respect to any subsequent distribution. d. If at any time there occurs any stock split, stock dividend, reverse stock split, or other subdivision of the Common Stock, then the number of shares of Common Stock to be received by each holder of Series A Preferred Stock upon conversion of the Series A Preferred Stock into Common Stock, subject to the limitations set forth in this Agreement, will be proportionately adjusted. e. In case of any reclassification or change of outstanding shares of any class of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value), or in the case of any consolidation of the Corporation with, or merger or share exchange of the Corporation with or into, another person, the Corporation, or such successor or other person, as the case may be, will provide that holders of each share of Series A Preferred Stock will thereafter be entitled to receive the highest per share kind and amount of consideration received or receivable (including cash) upon such reclassification, change, consolidation, merger, share exchange, or sale by any holder of any class of Common Stock that conversion of the Series A Preferred Stock entitles the holder to receive immediately prior to such reclassification, change, consolidation, merger, share exchange, or sale (as adjusted pursuant to Section c. and otherwise in this Certificate of Designations). Any such successor person, which thereafter will be deemed to be the Corporation for purposes of the Series A Preferred Stock will provide for adjustments that are as nearly equivalent as may be possible to the adjustments provided for by this Section 6. 3

f. The Corporation will not by any action including, without limitation, amending, or permitting the amendment of, the charter documents, bylaws, or similar instruments of the Corporation or through any reorganization, reclassification, transfer of assets, consolidation, merger, share exchange, dissolution, issue or sale of securities, or any other similar voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Certificate of Designations (and will not permit or suffer to exist any such action or attempted action by any Person so avoiding or seeking such avoidance), but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Purchaser against impairment or dilution. Without limiting the generality of the foregoing, the Corporation will (i) take all such action as may be necessary or appropriate in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock issuable upon conversion of the Series A Preferred Stock, free and clear of all liens, encumbrances, equities, and claims and (ii) use its best efforts to obtain all such authorizations, exemptions, or consents from any public regulatory body having jurisdiction as may be necessary to enable the Corporation to perform its obligations under this Certificate of Designations. Section 7. Automatic Conversion. a. Shares of Series A Preferred Stock, automatically and without further action by the Corporation or the holders of shares of Series A Preferred Stock, shall be converted into fully paid and nonassessable shares of Common Stock, at the Conversion Rate, contemporaneously with the effectiveness (the "Effectiveness") of any registration statement filed by the Corporation with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"). b. The Corporation shall give the holders of shares of Series A Preferred Stock prompt written notice of the occurrence of the Effectiveness by first class mail to each holder of record of Series A Preferred Stock at the address of such holder on the books of the Corporation. Notice of Effectiveness shall be deemed to have been given when deposited in the United States mail, first class postage prepaid, whether or not such notice is actually received. Holders of Series A Preferred Stock shall promptly on receipt of such notice surrender the certificates representing Series A Preferred Stock for cancellation. From and after the Effectiveness, (i) the shares of Series A Preferred Stock shall no longer be considered to be outstanding, (ii) the holders of the shares of Series A Preferred Stock shall cease to be shareholders with respect to such shares, and (iii) the shares of Series A Preferred Stock shall be deemed for all purposes to represent only the right to receive, upon surrender of certificates representing Series A Preferred Stock, certificates representing the number of shares of Common Stock into which Series A Preferred Stock shall have been converted. Section 8. Other Rights. The shares of Series A Preferred Stock shall not have any voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Articles of Incorporation of the Corporation. Section 9. Restatement of Certificate. Upon any restatement of the Articles of Incorporation of the Corporation, Sections 1 through 8 of this Certificate of Designations shall be included in the Certificate of Incorporation under the heading "Series A Convertible Preferred Stock" and this Section 9 may be omitted. If the Board of Directors so determines, the numbering of Sections 1 through 8 may be changed for convenience of reference or for any other proper purpose. FURTHER RESOLVED, that before the Corporation shall issue any shares of Series A Preferred Stock, a certificate pursuant to Article 2.13 of the Texas Business Corporation Act, to be entitled "Certificate of Designations" shall be 4

made, executed and filed with the Secretary of State of Texas in accordance with the provisions of such Article 2.13, and the proper officers of the Corporation be and hereby are authorized to do all acts and things which may be necessary, appropriate, convenient or desirable in order to effect the purpose and intent of theses resolutions." ARTICLE III The foregoing resolutions were duly adopted by all necessary corporate action on the part of the Corporation. IN WITNESS WHEREOF, Atomic Paintball, Inc. has caused this certificate to be signed by Barbara J. Smith, its President, this 9th day of October, 2003.
By: /s/ Barbara J. Smith Barbara J. Smith President

Exhibit 4.1 CUSIP ATOMIC PAINTBALL, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF TEXAS SEE REVERSE FOR
COMMON STOCK CERTAIN DEFINITIONS

SHARES SPECIMAN

This certifies that

is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, NO PAR VALUE, OF ATOMIC PAINTBALL, INC. (hereinafter called the "Corporation"), transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney, upon surrender of the Certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation and the Bylaws of the Corporation, as amended (copies of which are on file at the office of the Transfer Agent), to all of which the holder of this Certificate by acceptance hereof assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. Witness the facsmile seal of the Corporation and the facsimile signatures of its duly authorized officers. DATE: [CORPORATE SEAL OMITTED]
Countersigned: SECURITIES TRANSFER CORPORATION P.O. Box 701629 Dallas, TX 75370 By: ___________________________________ TRANSFER AGENT-AUTHORIZED SIGNATURE

PRESIDENT

SECRETARY

Exhibit 4.2 Promissory Note In the amount of: $10,900.00 Date: July 1, 2003 Whereas, the company from time to time has needed cash for ongoing business expenses, Whereas, Barbara J. Smith has from time to time loaned amounts of money, that totals $10,900.00, the company money to fund those expenses, Whereas, the company and Barbara J. Smith, has agreed that these transactions should be memorialized, Therefore, for value received, the undersigned Atomic Paintball, Inc., the "Promisor" as principal, hereby agrees to pay to Barbara J. Smith the "Payee", at 219 Josey Lane, Red Oak, Texas 75154, (or at such place as the Payee may designate in writing) the sum of $10,900.00. The unpaid principal and accrued interest at 6.5%, shall be payable in full on July 15, 2004(the due date). All payments on this assignment shall be applied first in payment of accrued interest and any remainder in payment of principal. In lieu of said payment of principal and interest Payee may elect to receive 43,600 shares of Rule 144 common stock in Atomic Paintball, Inc. @ $0.25 per share. The conversion will be done pursuant to a note conversion document attached as "Exhibit A" The Payee, in the case of default, may proceed directly against Promisors. If any one or more provisions of this agreement are determined to be unenforceable, in whole or in part, for any reason, the remaining provisions shall remain fully operative. All payments of principal and interest on this agreement shall be paid in the legal currency of the United States. Promisors wave presentment for payment, protest, and notice of protest and nonpayment of the agreement. No renewal or extension of this agreement, delays in enforcing any right of the Payee under this agreement or assignment by the Payees under this document shall affect the liability of the Promisor. All rights of the Payees under this agreement are cumulative and may be exercised concurrently or consecutively at the Payees' option. This assignment shall be construed in accordance with the laws of the State of Texas. Signed this 1st day of July, 2003.
By: /s/ Barbara J. Smith Barbara J. Smith President, Atomic Paintball, Inc. By: /s/ Alton K. Smith Alton K. Smith Secretary, Atomic Paintball, Inc.

Exhibit 4.3 Promissory Note $10,000.00 October 29, 2003 Whereas, Atomic Paintball Inc., a Texas corporation (the "Company"), from time to time needs cash for ongoing business expenses, Whereas, Alton Smith desires to loan the Company $10,000.00 to fund those expenses, and the Company desires to borrow $10,000.00 from Alton Smith, Whereas, the Company and Alton Smith agree that these transactions should be memorialized by this Promissory Note, Therefore, for value received, the undersigned Atomic Paintball, Inc., the "Promisor" as principal, hereby agrees to pay to Alton Smith the "Payee", at 219 Josey Lane, Red Oak, Texas 75154 (or at such place as the Payee may designate in writing) the sum of $10,000.00 plus interest accrued on this Promissory Note. The unpaid principal and accrued interest at 8.0%, shall be payable in full within 10 days after demand by the Payee (the due date). All payments on this Note shall be applied first in payment of accrued interest and any remainder in payment of principal. The Payee, in the case of default, may proceed directly against Promisor. If any one or more provisions of this agreement are determined to be unenforceable, in whole or in part, for any reason, the remaining provisions shall remain fully operative. All payments of principal and interest on this agreement shall be paid in the legal currency of the United States. Promisor waives presentment for payment, protest, and notice of protest and nonpayment of the agreement. No renewal or extension of this agreement, delays in enforcing any right of the Payee under this agreement or assignment by the Payee under this document shall affect the liability of the Promisor. All rights of the Payee under this Note are cumulative and may be exercised concurrently or consecutively at the Payee's option. This assignment shall be construed in accordance with the laws of the State of Texas. Signed this 29th day of October, 2003. Atomic Paintball, Inc.
By: /s/ Barbara J. Smith Barbara J. Smith President

Exhibit 4.4 PROMISSORY NOTE $________ February 13, 2004 FOR VALUE RECEIVED, the undersigned, ____________ (the "Maker"), promises to pay to the order of Atomic Paintball Inc., a Texas corporation or its assigns (the "Payee"), at such place as Payee may designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of ____________ Dollars ($___,000) on the terms and conditions hereinafter set forth. This Note shall bear interest at a rate of five percent (5%) per year. No payments shall due until June 13, 2004, at which time the Maker shall commence making six monthly payments of principal and interest, and the Note shall mature on December 13, 2004, at which time all remaining outstanding principal and interest shall be due and payable. Maker shall have the right to prepay this Note, in whole or in part, at any time without penalty. Maker's payment of this Note shall be secured by the pledge of 200,000 shares of Preferred Stock of Atomic Paintball Inc. The undersigned personally guarantees the payment of all obligations under this Note. The undersigned has entered into a lockup agreement with the Payee. The entire unpaid principal balance of this Note shall immediately become due and payable, at the option of Payee, upon the occurrence of either of the following events of default (each, an "Event of Default"): (a) Failure by Maker to pay all principal hereunder as and when the same becomes due and payable in accordance with the terms hereof, or (b) failure by Maker to comply with any other covenant hereunder and such failure continues for three (3) days after written notice of such failure. In the event an Event of Default specified above shall occur, Payee may proceed to protect and enforce its rights by suit in equity and/or by action at law or by other appropriate proceedings, including the sale or disposition of the collateral securing this Note. No delay on the part of Payee in the exercise of any power or right under this Note, or under any other instrument executed pursuant thereto shall operate as a waiver thereof, nor shall a single or partial exercise of any other power or right preclude further exercise thereof. Notwithstanding anything to the contrary contained herein, if an Event of Default shall occur, all payments thereafter made hereunder shall be applied, at the option of Payee, first to costs of collection, then to interest, and then to principal. It is hereby specially agreed that if this Note is placed into the hands of an attorney for collection, or if proved, established, or collected in any court, Maker agrees to pay to Payee an amount equal to all expenses incurred in enforcing or collecting this Note, including court costs and reasonable attorneys' fees. Except for the notice expressly provided herein, the undersigned hereby waives presentment for payment, notice of nonpayment, demand, notice of demand, protest, notice of protest, diligence in collection, grace, and without further notice hereby consents to renewals, extensions, or partial payments either before or after maturity.

All agreements between Maker and Payee, whether now existing or hereafter arising and whether written or oral, are expressly limited so that in no contingency or event whatsoever shall the amount paid, or agreed to be paid, to Payee hereof for the use, forbearance, or detention of the money advanced to Maker, or for the performance or payment of any covenant or obligation contained herein, exceed the maximum amount permissible under applicable federal or state law. If, from any circumstance whatsoever, fulfillment of any provision hereof at the time performance of such provision shall be due shall involve transcending the limit of validity prescribed by law, then the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstance Payee shall ever receive as interest under this Note or otherwise an amount that would exceed the highest lawful rate, such amount that would be excessive interest shall be applied to the reduction of the principal amount owing under this Note and not to the payment of interest or, if such excessive interest exceeds the unpaid principal balance of this Note, such excess shall be refunded to Maker. All sums paid or agreed to be paid to Payee for the use, forbearance, or detention of the indebtedness evidenced hereby shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full term of such indebtedness until payment in full so that the actual rate of interest on account of such indebtedness is uniform throughout the term thereof. The terms and provisions of this paragraph shall control every other provision of all agreements between Maker and Payee. In the event any provision of this Note is ruled by a court of competent jurisdiction to be invalid or illegal, then, and in that event the affected provision shall be deemed to be stricken from this Note and the balance of this Note shall remain intact and in full force and effect. This Note shall be governed by and construed in accordance with the laws of the State of Texas and laws of the United States applicable to transactions in Texas. MAKER:

Name: ______________________

EXHIBIT 5 David Allen Wood, P.C. 12770 Coit Road, Suite 1100 Dallas, Texas 75251 David A. Wood TELEPHONE (972) 458-0300 FACSIMILE (972) 458-0301 February 27, 2004 Board of Directors Atomic Paintball, Inc. Red Oak, Texas Re: Atomic Paintball, Inc. Registration Statement on Form SB-2 We have acted as counsel to Atomic Paintball, Inc., a Texas corporation (the "Company") in connection with the Registration Statement (the "Registration Statement") on Form SB-2, to be filed by the Company with the Securities and Exchange Commission relating to the offering of securities of the Company and the selling shareholders named in the Registration Statement. You have requested that we render our opinion as to whether or not the securities proposed to be issued on terms set forth in the Registration Statement will be validly issued, fully paid, and non-assessable. In rendering this opinion, we have examined and relied upon executed originals, counterparts or copies of such documents, records and certificates (including certificates of public officials and officers of the Company) as we considered necessary or appropriate for enabling us to express the opinions set forth herein. In all such examinations, we have assumed the authenticity and completeness of all documents submitted to us as originals and the conformity to originals and completeness of all documents submitted to us as photostatic, conformed, notarized or certified copies. Based on the foregoing, we are of the opinion that the securities of the Company to be issued pursuant to the Registration Statement are validly authorized and, when issued in accordance with the terms set forth in the Registration Statement, will be validly issued, fully paid, and non-assessable under the corporate laws of the State of Texas. We also consent to the reference to this firm as having passed on the validity of the Common Stock under the caption "Legal Matters" in the Prospectus. In giving this consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Sincerely, David Allen Wood, P.C.
/s/ David A. Wood David A. Wood, President

Exhibit 10.1 LEASE AGREEMENT This Lease is made as of April 1, 2002, by and between ALTON K. SMITH, an Individual ("Landlord"), and ATOMIC PAINTBALL, INC., a Texas corporation ("Tenant"). RECITALS 1. Landlord owns and leases certain land and other interests in real property located in Ellis County, Texas more particularly described in Article I of this Lease; Being at that certain lot, tract, or parcel of land situated in the GEORGE CARPENTER SURVEY, ABSTRACT NO. 190 ("known generally as the "Property"). 2. Contemporaneously herewith, Landlord is selling all of Seller's assets constituting the Property, except the property leased or subleased hereunder, to Tenant pursuant to a Purchase and Sale Agreement dated of even date herewith ("Purchase and Sale Agreement"). 3. Landlord desires to maintain its fee or leasehold interests in the leased premises described in Article I and lease the same to Tenant on a ground lease basis. 4. Landlord and Tenant desire to provide a mechanism whereby Landlord could sell to Tenant and Tenant could purchase from Landlord its fee interest in certain parcels within the leased premises for development by Tenant as more particularly described in Article XXV hereof. AGREEMENT NOW, THEREFORE, it is mutually agreed by and between the parties hereto as follows: ARTICLE I PREMISES 1.01 Premises. Landlord hereby leases and lets to Tenant, and Tenant hereby takes and hires from Landlord, upon and subject to the terms, conditions, covenants and provisions hereof, all of the tracts, pieces and parcels of land, situated in Ellis County, Texas, more particularly described in Schedule A annexed hereto and made a part hereof, together with any and all appurtenances, rights, privileges and easements benefiting, belonging or pertaining thereto (all of the foregoing hereinafter sometimes referred to as the "demised premises", "leased premises" or the "premises"). 1.02 Lease Attributes. The leased premises consists of two different types of property interests, land owned in fee by Landlord ("Fee Land") and land leased by Landlord ("Leased Land"). The Fee Land and Leased Land are separately identified in Schedule A as such. This lease shall constitute a direct lease of all Fee Land and a sublease of all Leased Land, subject to the terms and conditions of the prime leases. ARTICLE II TERM 2.01 Initial Term. The initial term of this Lease shall commence on the date hereof (hereinafter referred to as the "Commencement Date") and shall continue for a period of One (1) Year. 2.02 Extended Term. Tenant may by right extend the term of this Lease on the same terms and conditions as provided herein for up to three (3) additional periods of one (1) year each by sending Landlord written notice of the exercise

of each extension right not less than 1month prior to expiration of the then current term, together with a payment of an extension fee of Fifty Dollars ($50.00) for each one (1) year extension right exercised. Upon such receipt of the written notice and payment of the fee, the Lease term shall be automatically extended. 2.03 Grace Period. In the event Tenant fails to exercise an extension option pursuant to Section 2.02, Tenant shall not be deemed to have lost its right to exercise such option until thirty (30) days following written notice thereof from Landlord, during which period Tenant shall retain its right to exercise such extension option in accordance with Section 2.02 above. If no such notice shall have been given by Landlord prior to the expiration of the initial term or any extended term of this Lease (other than an expiration by virtue of the exercise by Landlord of its remedies pursuant to Article XVIII below), this Lease shall not terminate, but rather shall become a tenancy at will on the same terms and conditions set forth herein, subject to termination by Landlord after expiration of such thirty (30) days written notice to Tenant. ARTICLE III RENT 3.01 Rent. Tenant covenants and agrees to pay Landlord, for the demised premises, rent at the following rates and times: (a) Tenant shall pay to Landlord the sum of One Dollar for every person engaging in Paintball Play Revenues, as hereinafter defined. Said sums shall be payable on or before first day of the month during the term of this Lease and shall be determined with reference to the receipts. Paintball Play Revenues actually received by Tenant for its preceding month starting the month of April 31, 2002. Rent shall be prorated for any partial month included in the term. (b) The payment by Tenant to Landlord shall be accompanied by a statement of Tenant's Chief Financial Officer setting forth the Paintball Play Revenues actually received by Tenant for the period involved and the method of computing the amount, if any, simultaneously being paid by Tenant to Landlord in such detail as Landlord and Tenant shall from time to time reasonably agree. The term "Paintball Play Revenues" shall mean any and all revenues determined by sales receipts and in accordance with generally accepted accounting principles attributable to the use or ownership of the leased premises and any additional property owned by the Tenant, or its successors or assigns or any affiliates of any such parties, now or at any time in the future used and operated on an integrated basis as a part of what is now known as the Property or any successor thereto, or from any buildings, restaurants, sports facilities or other structures located thereon, including without limitation, dues, rentals, concessions, fees, or other revenues relating thereto, excluding only: (i) sales or excise taxes; and (ii) proceeds of sales of real property interests, with the term "sales" to include any lease of real estate for a term exceeding ten (10) years, that are conveyed to Tenant pursuant to Article XXV below. Paintball Play Revenues includes such revenues generated through operations of any business enterprises or person affiliated with Tenant. Affiliated parties shall mean any persons or business organizations that control, are controlled by, or are under common control with the Tenant, whether directly or indirectly through one or more intermediaries. Control shall mean the ability to control the management or operations of the person or organization whether through voting or capital interests or through any management contracts or other arrangements that provide for effective control. Paintball Play Revenues shall include any revenues or the value of any other 2

consideration that are diverted from what is now known as the Property operations to some other location or source within the Tenant's or any affiliated party's organization through establishing a contract, agreement or other business arrangement at what is now known as the Property that is less favorable than would be established on an independent arm's length basis. (c) Tenant shall pay the following additional rent based upon the volume of paid player visits achieved at the demised premises. Beginning with the Fall 2002 paintball season, a one-time rent payment shall be made within 45 days following the close of any fiscal year of Tenant in which the Paintball games of which the demised premises are included achieves, for the first time, the paid player visit volumes set forth below. Each such payment shall be accompanied by a statement of Tenant's Chief Financial Officer setting forth the player visits during such period in accordance with the terms of this subsection in such detail as Landlord and Tenant shall from time to time reasonably agree. Paid player visits shall be determined by Tenant using the same methodology employed by Atomic Paintball, Inc. and its affiliated parties at all of their operations, which shall be consistent in all material respects with the methodologies employed generally within the industry.
Player Visits 1-10 11-20 21-30 31-40 41-50 51-60 61-70 71-80 81-90 91-100 One-Time Rent Payment $1-$10 $11-$20 $21-$30 $31-$40 $41-$50 $51-$60 $61-$70 $71-$80 $81-$90 $91-$100

The following example is provided for illustrative purposes: If player visits equal 250 during calendar month, Tenant shall pay $250.00 (for a total of monthly rent) to Landlord on the first day of the following month. If player visits during calendar month equal 500 player visits, Tenant shall pay $500.00 to Landlord on or before the first of the following month. d) It is expressly understood and agreed that nothing in this Lease contained shall be deemed or construed to grant or otherwise provide Landlord with any authority over, or other rights to control or direct, the operation of the resort at the demised premises. e) All rent hereunder shall be paid either at the address of Landlord set forth below with regard to notices, or at such other places of which Landlord shall have given Tenant written notice at least thirty (30) days in advance, or in the case of Section 25.02, as therein provided. f) As hereinafter used the term "rent" shall be deemed for reference purposes to include all rent covered by this Article III, the Additional Rent described in Article IV, if any, payable by Tenant to Landlord hereunder and all Option Payments described in Section 25.02 below. g) Tenant shall prepare and retain true and accurate books of account and records, relating to the demised premises conforming to generally accepted accounting principals consistently applied to the extent applicable, including but not limited to, Paintball Play Revenues and a record of player visits sufficient to comply with the foregoing requirements of this Article III. 3

h) Landlord shall have the right, at any time, upon reasonable advance notice (and not more often than once per quarter) to audit or inspect all of Tenant's books and records relating to Paintball Play Revenues, player visits and any of the other obligations of Tenant under this Lease, which shall be maintained and made available at Tenant's offices in Ellis County, Texas. Tenant shall make all such books and records available for such examination. Landlord's right to conduct an audit or inspection includes the right to do whatever is reasonably necessary to complete the audit or inspection. If the audit or inspection reveals an underpayment of rent, Tenant shall pay the amount of same, together with interest on such amount at 18% from the date due until paid. If Landlord conducts an audit or inspection and the audit or inspection reveals an understatement of Paintball Play Revenues or player visits for a particular calendar year by more than five percent (5%), Tenant shall pay all reasonable costs of the audit or inspection. If the audit or inspection reveals an overpayment of percentage rent, Landlord shall refund same, plus interest at the rate specified above. Any audits and inspections may be made by Landlord's employees or by any certified public accountant selected by Landlord. 3.02 Rent to be Net to Landlord. It is the intention of the parties that the rent payable by Tenant to Landlord pursuant to this Article III shall be net to Landlord so that this Lease shall yield to Landlord the net annual rent specified in Article III herein during the term of this Lease, and that all costs, expenses and obligations of every kind and nature whatsoever relating to the demised premises shall be paid by Tenant, except as otherwise expressly provided herein. Without limiting the generality of the foregoing, Landlord and Tenant hereby agree that Tenant shall be responsible for paying and shall pay all of the payments due under the leases covering the portion of the land described as the Leased Land in Schedule A attached hereto, including any modifications or amendments thereto with Tenant's prior consent. Except as specifically provided herein, in no event shall Tenant be entitled to any abatement, reduction, set off, counterclaim, defense or reduction with respect to the payment of any rent hereunder. ARTICLE IV ADDITIONAL RENT 4.01 Taxes and Utility Expenses. (a) (1) Tenant shall, during the term of this Lease, as additional rent, pay and discharge punctually, as and when the same shall become due and payable, all taxes, special and general assessments, water rents, rates and charges, sewer rents and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, (hereinafter referred to as "Taxes"), and each and every installment thereof which shall or may during the term of this Lease be charged, levied, laid, assessed imposed, become due and payable, or a lien upon, or for, or with respect to, the demised premises or any part thereof, or any buildings, appurtenances or equipment owned by Tenant thereon or therein or any part thereof, together with all interest and penalties thereon, under or by virtue of all present or future laws, ordinances, requirements, orders, directives, rules or regulations of the federal, sate, county and municipal governments and of all other governmental authorities whatsoever (all of which shall also be included in the term "Taxes" as heretofore defined); and all sewer rents and charges for water, steam, gas, heat, hot water, electricity, light and power, and other services or services furnished to the demised premises or the occupants thereof during the term of this Lease (hereinafter referred to as "Utility Expenses"). (2) To the extent that the same may be permitted by law, Tenant or its designees shall have the right to apply for the conversion of any assessment for local improvements assessed during the term of this Lease in order to cause the same to be payable in annual installment, and upon such conversion, Tenant shall pay and discharge punctually said installments as they shall become due and payable during the term of this Lease. Landlord agrees to permit the application for the foregoing conversion to be filed in Landlord's name, if necessary, and shall execute any and all documents requested by Tenant to accomplish the foregoing result. 4

(3) Tenant shall be deemed to have complied with the covenants of this paragraph (a) if payment of such Taxes shall have been made either within any period allowed by law or by the governmental authority imposing the same during which payment is permitted without penalty or interest or before the same shall become a lien upon the demised premises, and Tenant shall produce and exhibit to Landlord satisfactory evidence of such payment, if Landlord shall demand the same in writing. (b) All such Taxes, including assessments which have been converted into installments as set forth in the preceding paragraph (a), which shall become payable during each of the calendar or fiscal tax years, as the case may be, in which the term of this Lease commences or terminates, shall be apportioned pro rata between Landlord and Tenant in accordance with the respective portions of such year during which such term shall be in effect. (c) (1) Tenant or its designee shall have the right to contest or review all such Taxes by legal proceedings, or in such other manner as it may deem suitable (which, if instituted, Tenant or its designees shall conduct promptly at its own cost and expense, and, if necessary, in the name of Landlord with the cooperation of Landlord and Landlord shall execute all documents reasonable necessary to accomplish the foregoing). Notwithstanding the foregoing, Tenant shall promptly pay all such taxes if at any time the demised premises or any part thereof shall then be immediately subject to forfeiture, or if Landlord shall be subject to any criminal liability arising out of the nonpayment thereof. (2) The legal proceedings referred to in the preceding subparagraph (1) shall include appropriate certiorari proceedings, and appeals from orders therein and appeals from any judgments, decrees, or orders. In the event of any reduction, cancellation or discharge, Tenant shall pay the amount finally levied or assessed against the demised premises or adjudicated to be due and payable on any such contested Taxes. (d) Landlord covenants and agrees that if there shall be any refunds or rebates on account of the Taxes paid by Tenant under the provisions of this Lease, such refund or rebate shall belong to Tenant. Any refunds received by Landlord shall be deemed trust funds and as such are to be received by Landlord in trust and paid to Tenant forthwith. Landlord will, upon the written request of Tenant, sign any receipts which may be necessary to secure the payment of any such refund or rebate, and will pay over to Tenant such refund or rebate as received by Landlord. Landlord further covenants and agrees on request of Tenant at any time, and from time to time, but without cost to Landlord, to make application individually (if legally required) or to join in Tenant's application (if legally required) for separate tax assessments for such portions of the demised premises as Tenant shall at any time, and from time to time, designate. Landlord hereby agrees upon reasonable request of Tenant to execute such instruments and to give Tenant such assistance in connection with such applications as shall be required by Tenant. (e) Nothing herein or in this Lease otherwise contained shall require or be construed to require Tenant to pay any sales, rent, inheritance, estate, succession, transfer, gift, franchise, income or profit taxes, by whatever name the same may be called, that are or may be imposed upon Landlord, its successor or assigns. 5

ARTICLE V USE The demised premises may be used for any lawful purpose consistent with existing covenants, conditions and restrictions of record applicable to the premises. The premises shall not be used for commercial oil and gas exploration operation. ARTICLE VI MAINTENANCE, REPAIRS AND IMPROVEMENTS 6.01 Improvements. Subject to the provisions of Section 6.02 below, Tenant shall have the right, at its own cost and expense, to construct on the demised premises such buildings, improvements and other facilities as Tenant may desire and determine appropriate in connection with its operations at the premises. 6.02 Improvement Conditions. The rights of Tenant set forth in Section 6.01 are subject to the following conditions: (a) The premises being zoned by Ellis County so as to permit the construction and operation of the improvements contemplated by Tenant. (b) Adequate utilities (including sewer, water and necessary energy utilities) being located on the premises or in property immediately adjoining the premises and being available for use on the premises. (c) There being no covenant or restriction affecting the property or any restriction under any state, county, or local laws or ordinances, which would prohibit the improvements and the use of the premises contemplated thereby. (d) There being no easement, covenant or restriction on the portion of the premises to be improved which, in the opinion of Tenant, would adversely affect the construction or operation thereon of the improvements. (e) The receipt of all necessary permits, licenses and approvals of the appropriate governmental authorities for the construction and operation of the contemplated improvements in a manner and location, and under such conditions, as are acceptable to Tenant in its sole judgment. 6.03 Maintenance. Tenant alone shall be responsible for maintaining and shall maintain, the buildings and improvements currently located on, or at any time erected on, the demised premises in good condition comparable to conditions maintained at other Paintball Field ("Paintball") resorts. Landlord shall not be required to furnish any services or facilities or to make any improvements, repairs or alterations in or to the demised premises during the term of this Lease. 6.04 Demolition. Tenant may, at its option and at its own cost and expense, at any time and from time to time, make such alterations, changes, replacements, improvements and additions in and to the buildings and improvements currently located on the demised premises, subject to the conditions specified in Section 6.02, as it may deem desirable, including the removal or demolition of any building(s) and improvement(s) and/or structure (s) that now or hereafter may be situated or erected on the demised premises. 6.05 Improvement Ownership. Until the expiration or sooner termination of this Lease (subject, however, to the rights of the holder of any leasehold Mortgagee(s) to obtain a new lease as set forth in Section 16 hereof), title to any building or buildings or improvements situate or erected on the demised premises and the building equipment and other items installed thereon and any alterations, changes or additions thereto shall remain solely in Tenant; and Tenant alone shall be entitled to deduct all depreciation on Tenant's income tax returns for any such building or buildings, building equipment and/or other items, improvements, additions, changes or alterations. 6

6.06 Disposition at Lease Termination. On the last day or sooner termination of the term of this Lease, Tenant shall quit and surrender to Landlord the demised premise, and any buildings and permanent improvements then located thereon, provided, however, that notwithstanding anything in this Lease to the contrary, Tenant shall have the right, but not the obligation, at the end of the term, to remove any buildings or other improvements made, constructed or installed by Tenant upon the premises, provided that such removal shall be accomplished within sixty (60) days following the end of the term. ARTICLE VII GOVERNMENTAL REQUIREMENTS 7.01 Requirements of Public Authority. (a) During the term of this Lease, Tenant shall, at its own cost and expense, promptly observe and comply with all present and future laws, ordinances, requirements, orders, directives, rules and regulations of the federal, state, county, municipal governments and of all other governmental authorities affecting the demised premises or appurtenances thereto or any part thereof whether the same are in force at the commencement of the term of this Lease or may in the future be passed, enacted or directed. (b) Tenant shall have the right to contest by appropriate legal proceedings diligently conducted in good faith, in the name of the Tenant, or Landlord (if legally required), or both (if legally required), without cost or expense to Landlord, the validity or application of any law, ordinance, rule, regulation or requirement of the nature referred to in paragraph (a) of this Section and, if by the terms of any such law, ordinance, order, rule, regulation or requirement, compliance therewith may legally be delayed pending the prosecution of any such proceeding, Tenant may delay such compliance therewith until the final determination of such proceeding. (c) Landlord agrees to execute and deliver any appropriate papers or other instruments which may be necessary or proper to permit Tenant so to contest the validity or application of any such law, ordinance, order, rule, regulation or requirement and to fully cooperate with Tenant in such contest. ARTICLE VIII COVENANT AGAINST LIENS If, because of any act or omission of Tenant, any mechanic's lien shall be filed against Landlord or any portion of the demised premises, Tenant shall, at its own cost and expense, cause the same to be discharged of record or bonded within one hundred twenty (120) days (or such earlier date as may be necessary to prevent the claimant hereunder from exercising its rights thereunder) after written notice from Landlord to Tenant, of the filing thereof; and Tenant shall indemnify and save harmless Landlord against and from all costs, liabilities, suits, penalties, claims and demands resulting therefrom. Nothing contained herein shall constitute any consent or request by Landlord, express or implied, to or for the performance of any labor or services or the furnishing of any materials or other property in respect of the premises, nor as giving Tenant any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against Landlord in respect thereof. Notice is hereby given that landlord will not, under any circumstances, be liable for any labor, services or materials furnished to tenant or to anyone having an interest in the premises or any part thereof through or under tenant, and no mechanic's or other lien for any such labor, services or materials shall attach to or affect the reversionary or other interest of landlord in and to the premises, or in and to any alterations, additions or improvements to be made or erected thereon. 7

ARTICLE IX ACCESS TO PREMISES Landlord shall have the right to enter upon the demised premises at all reasonable times to examine the same provided such entry shall not interfere with the business then being conducted on the demised premises. ARTICLE X ASSIGNMENT AND SUBLETTING 10.01 Subletting. Tenant shall be entitled to sublease any portion of the premises to an affiliated party or to anyone else for a period of Six (6) months or less without the consent or approval of Landlord. Any sublease in excess of Six (6) Months to a party not affiliated with Tenant shall require the prior written consent of Landlord, not to be unreasonably withheld or delayed. Tenant and Holdings shall remain fully liable to perform their respective obligations under this Lease and the related Guaranty with respect to any subleased portion of the premises. 10.02 Assignment. Tenant shall not assign all or any portion of the Lease without obtaining the prior written consent of Landlord to any such assignment, which consent Landlord may not unreasonably withhold or delay. Notwithstanding the foregoing, Tenant shall not be prohibited from assigning all or any portion of its interest hereunder to any entity affiliated with Tenant. Except as provided below, Tenant and Holdings shall remain fully liable to perform their respective obligations under this Lease and the related Guaranty, notwithstanding any assignment permitted hereunder. A sale of all or substantially all Tenant's assets, or a transfer of record or beneficial ownership of more than 50% of the voting stock of Tenant to a party unaffiliated with Tenant, whether by merger, consolidation, or other reorganization, shall constitute an "assignment" for purposes of this Section 10.02. In such event, Landlord may not unreasonably withhold or delay its consent provided that the proposed successor or assign of Tenant shall be a person or business organization with financial condition and operating capability and expense reasonably adequate to operate the premises in a manner consistent with other comparably sized ski resorts throughout the United States. ARTICLE XI INDEMNITY Tenant shall indemnify and save harmless Landlord from and against any and all liability, damage, penalties or judgments arising from injury to person or property sustained by anyone in and about the demised premises resulting from any act or acts or omission or omissions of Tenant, or Tenant's officers, agents, servants, employees or contractors. Tenant shall, at its own cost and expense, defend any and all suits or actions which may be brought against Landlord or in which Landlord may be impleaded with others upon any such abovementioned matter, claim or claims, except as may result from the Landlord's gross negligence or the gross negligence of its officers, agents, servants, employees or contractors. Excepting such acts, Landlord shall not be responsible or liable for any damage or injury to any property, fixtures, buildings or other improvements, or to any person or persons, at any time on the demised premises, including any damage or injury to Tenant or to any of Tenant's officers, agents, servants, employees, contractors, customers or sublessees. 8

ARTICLE XII INSURANCE 12.01 Liability Insurance. Tenant shall provide at its expense, and keep in force during the term of this Lease, general liability insurance in a good and solvent insurance company or companies licensed to do business in the State of Texas, selected by Tenant, and reasonably satisfactory to Landlord, or through a self insurance program approved by all necessary governmental authorities, in the amount of at least Ten Million Dollars ($10,000,000) with respect to injury to or death of any one person and Five Million Dollars ($5,000,000) with respect to injury to or death of more than one person in any one accident or other occurrence, and One Million Dollars ($1,000,000) with respect to damages to property. Such policy, policies or programs shall include Landlord as an additional insured. Tenant agrees to deliver certificates of such insurance to Landlord at the beginning of the term of this Lease and thereafter not less than ten (10) days prior to the expiration of any such policy. Such insurance shall be noncancellable without ten (10) days' written notice to Landlord. 12.02 Property Insurance. During the term of this Lease, Tenant shall keep all buildings and improvements presently at the premises or hereafter erected by Tenant on the demised premises at any time insured for the benefit of Landlord and Tenant and the holder of any leasehold mortgage permitted pursuant to Section 16 hereof, as their respective interests may appear, against loss or damage by fire, and those casualties covered by the customary extended coverage endorsements, in a minimum amount necessary to avoid the effect of coinsurance provisions of the applicable policies. All proceeds payable at any time and from time to time by any insurance company under such policies shall be payable to such leasehold mortgagee, if any, or, if none, to Tenant. Any proceeds paid to Tenant shall be retained by Tenant and Landlord shall not be entitled to, and shall have no interest in, such proceeds or any part thereof, except that Paintball Play Revenues shall include any proceeds of business interruption insurance received by Tenant with respect thereto. Landlord shall, at Tenant's cost and expense, cooperate fully with Tenant in order to obtain consents and other instruments and take all other actions necessary or desirable in order to effectuate the same and to cause such proceeds to be paid as hereinbefore provided and Landlord shall not carry any insurance concurrent in coverage and contributing in the event of loss with any insurance required to be furnished by Tenant hereunder if the effect of such separate insurance would be to reduce the protection or the payment to be made under Tenant's insurance. 12.03 Blanket Policy. Any insurance required to be provided by Tenant pursuant to this Lease may be provided by blanket insurance covering the demised premises and other locations of Tenant provided such blanket insurance complies with all of the other requirements of this Lease with respect to the insurance involved. 12.04 Waiver of Subrogation. All insurance policies carried by either party covering the demised premises, including but not limited to contents, fire and casualty insurance, shall expressly waive any right on the part of the insurer against the other party. The parties hereto agree that their policies will include such waiver clause or endorsement so long as the same shall be obtainable without extra cost, or if extra cost shall be charged therefor, so long as the other party pays such extra cost. If extra cost shall be chargeable therefor, each party shall advise the other thereof and of the amount of the extra cost, and the other party, as its election, may pay the same, but shall not be obligated to do so. 12.05 Adjustment. Every Six (6) Month during the term, Landlord and Tenant shall review the nature and levels of insurance coverage to update the insurance requirements of this lease to the type, coverages and levels of insurance customarily being maintained by comparable Paintball Fields located in the United States. ARTICLE XIII DESTRUCTION 13.01 Casualty. 9

(a) In the event that, at any time during the term of this Lease, any one or more of the buildings on the demised premises shall be destroyed or damaged in whole or in part by fire or other cause within the extended coverage of the Lease, then, Tenant, at its own cost and expense, shall, subject to the provisions of paragraph (b) of this Section cause the same to be repaired, replaced or rebuilt within a period of time which, under all prevailing circumstances, shall be reasonable, but Tenant shall not be required hereby to expend any sums in excess of the insurance proceeds recovered by Tenant by reason of such destruction or damage. (b) In the event that at any time during the term of this Lease any one or more of the buildings on the demised premises shall have been damaged or destroyed by fire or any other cause whatsoever, and such damage or destruction shall amount to fifteen percent (15%) or more of the sound insurable value of said building or buildings, or if such damage or destruction shall occur during the last ten (10) years of the term or any extended term hereof, Tenant shall have the right, but not the obligation, to elect not to repair, replace or rebuild such building or improvements. 13.02 Demolition. If Tenant shall elect not to restore any damaged property pursuant to the provisions of Section 13.01 (b) hereof, it shall, prior to, or immediately commence and diligently prosecute to completion, the demolition and removal of any damaged buildings or structures which are upon the demised premises, and shall remove all rubble. 13.03 No Abatement. Tenant shall not be entitled to any suspension or abatement of rent by reason of any destruction or damage to the demised premises. ARTICLE XIV EMINENT DOMAIN 14.01 Condemnation. If the whole or any part of the demised premises shall be taken for any public or quasipublic use under any statute or by right of eminent domain or by private purchase in lieu thereof, then this Lease shall continue and the taking shall be administered in the manner specified in Section 14.02 below. 14.02 Prosecuting Takings Claims. In the event of a taking (or purchase) the parties hereto agree to cooperate in applying for and in prosecuting any claim for such taking and further agree, that the aggregate net award pertaining to the demised premises, after deducting all expenses and costs, including attorney's fees, incurred in connection therewith, payable to both Landlord and Tenant (herein called the "Fund") shall be paid and distributed as follows: (a) Landlord shall be paid an amount out of the Fund equal to the value of Landlord's continuing fee interest in the land after taking into account the remaining term of this Lease, including the extended terms, plus net present value of the rent and additional rent to be paid to Landlord hereunder over the remaining term, including the extended terms, of this Lease, all determined as of the date of taking (or purchase), together with interest thereon from the date of taking (or purchase) to the date of payment at the rate paid on said award, and if such value shall be officially determined and stated in the condemnation proceedings, then the amount thereof shall control for the purposes hereof, otherwise the same, unless agreed upon by the parties to this Lease, shall be determined by arbitration. (b) Any part of the Fund then remaining after the payment to Landlord specified in subparagraph (a) hereinabove shall be paid to the holder of any leasehold Mortgage permitted under the provisions of Section 16 hereof, to be applied in accordance with the terms of such Mortgage, and if no such Mortgage, or there remains any excess after payment of all amounts due under the mortgage, then to Tenant. 10

(c) (1) In the event of a partial taking (or purchase) Tenant shall, at its own cost and expense, make all repairs to the buildings and improvements on the demised premises affected by such taking (or purchase) to the extent necessary to restore the same to a complete architectural unit (to the extent permitted, however, taking into consideration the amount of land remaining after any such takings or purchase), provided, however, that Tenant shall not be obligated to expend an amount in excess of the proceeds of the net award available to Tenant for such purposes, as hereinafter provided. (2) All compensation available or paid to Landlord and Tenant upon such a partial taking (or purchase), shall be paid to Tenant for the purpose of paying towards the cost of such restoration, or, in the event that the parties hereto agree that only a portion of the aggregate award is sufficient to so restore, then only such portion as agreed upon shall be paid to Tenant for such purpose and the balance shall be distributed pursuant to subparagraph (3) below. (3) All compensation available or paid to Landlord and Tenant upon such a partial taking (or purchase) in excess of the amount thereof needed by Tenant to repair and restore the buildings and improvements shall be distributed in the same manner as is provided in subparagraphs (a) and (b) this Section 14.02, except that all compensation for any temporary taking of five (5) years or less shall be distributed to Tenant without participation by Landlord. ARTICLE XV UTILITY EASEMENTS AND HIGHWAY ALIGNMENT Tenant shall have the right to enter into agreements with utility companies and/or public authorities which provide necessary utilities, creating easements, subleases or other necessary property interests in favor of such companies and/or authorities as are required in order to service the occupants of the buildings and the improvements on the demised premises, and Landlord covenants and agrees to provide any reasonably required consent thereto and to execute any and all documents, agreements and instruments, and to take all other actions, in order to effectuate such consent all at Tenant's cost and expense. Landlord further covenants and agrees, upon request of Tenant to convey without compensation therefor, insubstantial portions of the demised premises for highway, roadway or utility purposes to any applicable governmental body. ARTICLE XVI LEASEHOLD MORTGAGES 16.01 Mortgage. Tenant and every successor and assign of Tenant is hereby given the right by Landlord in addition to any other rights herein granted, without Landlord's prior written consent, but only with prior written notice to Landlord, to mortgage Tenant's interests in this Lease, or any part or parts thereof, under one or more leasehold Mortgage(s), and to assign this Lease, or any part or parts thereof, and any subleases, or parts thereof, as collateral security for such Mortgage(s), upon the condition that all rights acquired under such Mortgage(s) shall be subject to each and every one of the covenants, conditions and restrictions set forth in this Lease, and to all rights and interests of Landlord herein, none of which covenants, conditions or restrictions is or shall be waived by Landlord by reason of the right given so to mortgage such interest in this Lease, except as expressly provided herein. Notwithstanding the foregoing, Tenant is prohibited from mortgaging the leasehold solely for the purposes of effecting a transfer of its leasehold interest to a third party in any transaction that does not involve a contemporaneous exchange of equivalent value determined on independent, arm's length basis. If Tenant and/or Tenant's successors and assigns shall mortgage this leasehold or any part or parts thereof, and if the holder(s) of such Mortgage(s) shall send to Landlord written notice of such Mortgage(s) specifying the name and address of the Mortgagee(s) and the pertinent recording data with respect to such Mortgage(s), Landlord agrees that so long as any such leasehold 11

Mortgage(s) shall remain unsatisfied of record or until written notice of satisfaction is given by the holder(s) to Landlord, the following provisions shall apply. 14 (a) There shall be no cancellation, surrender or material modification of this Lease by joint action of Landlord and Tenant without at least ten (10) days advance written notice to the leasehold Mortgagee given in accordance with Section XXIII below. (b) Landlord shall, upon serving Tenant with any notice of default, simultaneously serve a copy of such notice upon the holder(s) of such leasehold Mortgagee(s), and no such notice of default to Tenant shall be effective unless and until a copy of such notice is served upon each such holder. The leasehold Mortgagee(s) shall thereupon have the same period, after service of such notice upon it, to remedy or cause to be remedied the defaults complained of, and Landlord shall accept such performance by or at the instigation of such leasehold Mortgagee(s) as if the same had been done by Tenant. (c) If the Landlord shall elect to terminate this Lease by reason of any default of Tenant, the leasehold Mortgagee (s) shall have the right by delivering written notice thereof to Landlord prior to the effective date of such termination, to postpone and extend the specified date for the termination of this Lease as fixed by Landlord in its notice of termination, for a period reasonably sufficient to allow the leasehold Mortgagee to conduct a foreclosure of its mortgage, but in no event more than six (6) months from the date of Landlord's termination notice, provided that such leasehold Mortgagee(s) shall cure or cause to be cured any then existing monetary defaults and meanwhile pay all rent, additional rent and other monetary payments due hereunder, and comply with and perform all of the other terms, conditions and provisions of this Lease on Tenant's part to be complied with or performed, other than past non-monetary defaults which cannot reasonably be cured by such Mortgagee, and provided further, that the leasehold Mortgagee(s) shall forthwith take steps to acquire or sell Tenant's interest in this Lease by foreclosure of the Mortgage(s) or otherwise and shall prosecute the same to completion with all due diligence. If, during said six (6) month period, the leasehold Mortgagee(s) shall have promptly commenced and shall have actively engaged in steps to acquire or sell Tenant's interest herein, but shall not have acquired or sold such interest at the end of such period, the time of said Mortgagee to comply with the provisions of this Section 16.01 shall be extended for such period as shall be reasonably necessary to complete such steps with reasonable diligence and continuity. (d) Landlord agrees that in the event of foreclosure by such mortgagee on this Lease by reason of any default by Tenant that Landlord will enter into a new lease of the demised premises directly with the leasehold Mortgagee(s) or its nominee(s), for the remainder of the term, effective as of the date of such termination, at the rent and additional rent and upon the terms, provisions, covenants and agreements as herein contained and subject only to all matters of record and all rights, if any, of the parties then in possession of any part of the demised premises, provided: (i) Said Mortgagee(s) or its nominee(s) shall make written request upon Landlord for such new lease within fifteen (15) days after the date of such foreclosure and such written request is accompanied by payment to Landlord of all sums then due to Landlord under this Lease. (ii) Said Mortgagee(s) or its nominee(s) shall pay to Landlord at the time of the execution and delivery of said new lease, any and all sums which would at the time of the execution and delivery thereof, be due pursuant to this Lease but for such termination, and in addition thereto, any expenses, including reasonable attorney's fees, to which Landlord shall have been subjected by reason of such default. (iii) Said Mortgagee(s) or its nominee(s) shall perform and observe all covenants herein contained on Tenant's part to be performed and shall further remedy any other conditions which Tenant under the terminated lease was obligated to perform under the terms of this Lease. 12

(iv) Landlord shall not warrant possession of the demised premises to the Tenant under the new lease. (v) Such new lease shall be expressly made subject to the rights, if any, of Tenant under the terminated lease. (vi) The Tenant under such new lease shall have the same right, title and interest in and to the buildings and improvements on the demised premises as Tenant had under the terminated lease. (vii) Nothing herein contained shall require the leasehold Mortgagee(s) or its nominee(s) to cure any default of Tenant referred to in Article XIX hereof. (viii) The proceeds from any insurance policies or arising from a condemnation are to be held by any leasehold Mortgagee(s) and distributed pursuant to the provisions of this Lease, but the leasehold Mortgagee(s) may reserve its right to apply to the mortgage debt all, or any part, of Tenant's share of such proceeds pursuant to such mortgage(s). 16.02 Further Agreement. Landlord shall upon request, execute, acknowledge an deliver to each leasehold Mortgagee(s), an agreement prepared at the sole cost and expense of Tenant in form satisfactory to Landlord and such leasehold Mortgagee(s) between Landlord, Tenant and the leasehold Mortgagee(s), agreeing to (a) all of the provisions of Section 16.01 and (b) such other provisions as are reasonably customary in mortgaging longterm leaseholds in connection with large commercial development projects. ARTICLE XVII LANDLORD'S WARRANTIES 17.01 Quiet Enjoyment. Tenant, upon paying the rent and additional rent and all other sums and charges to be paid by it as herein provided, and observing and keeping all covenants, warranties, agreements and conditions of this Lease on its part to be kept, shall quietly have and enjoy the demised premises during the term of this Lease, without hindrance or molestations, subject to encumbrances listed in Schedule B. 17.02 Representations, Warranties and Covenants. Landlord warrants, represents and covenants to Tenant, upon which warranty representation and covenants Tenant has relied in the execution of this Lease and in the payment of the initial installments of rent hereunder. (a) That it has and will maintain good and marketable fee simple title to the demised premises constituting Fee Land, free and clear of all encumbrances, liens, defects in title, leases, tenancies, easements, restrictions and agreements, except for this Lease and the restrictions set forth in Schedule B, none of which materially impair the current operation of the demised premises as a Paintball Field. (b) Landlord represents, warrants and covenants as follows with respect to the sublease of Leased Land: (i) Each underlying lease of Leased Land is in full force and effect as of the date hereof. A true, accurate and correct copy of each lease is attached hereto as a part of Schedule A, and such leases have not been amended or revised except as shown in Schedule A. Except as set forth in Schedule 17.02(b), there are no material defaults, breaches or violations of such leases by lessee or, to Landlord's Knowledge, by the lessor existing as of the date hereof, and there have occurred no events which with the passage of time, giving of notice, or both, would constitute a default, breach or violation of any such leases by Landlord or, to Landlord's Knowledge, by any such lessor. 13

(ii) Landlord shall timely perform all its obligations under such leases in accordance with the terms thereof, and shall undertake all such actions as may be necessary or appropriate to maintain such leases in full force and effect, in accordance with their terms. (iii) Landlord hereby grants to Tenant the right, power and authority to enter into independent negotiations with each owner of Leased Land to change, revise, amend, restate or otherwise alter the underlying leases. Tenant shall not enter into any change, revision, amendment, alteration or restatement without the Landlord's prior written consent, which shall not be unreasonably withheld or delayed. Landlord shall obtain from each owner of Leased Land and deliver to Tenant a Landlord's Consent and Estoppel in the form attached hereto as Schedule C. (d) The execution and delivery of this Lease by Landlord and the performance by Landlord of the obligations to be performed hereunder have been duly authorized by all necessary and appropriate action by Landlord under its Operating Agreement. Except as listed in Schedule 17.02(d), the consummation of the transactions contemplated hereby and thereby do not and will not (i) conflict with, or result in a breach of, or default under, or permit acceleration of any obligation under, any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, license, material agreement or other material instrument or obligation to which Landlord is a party, or by which it or any of its properties or assets may be bound or affected or (ii) violate any order, writ, injunction, decree or statute, or any rule, regulation, permit, license or conditions thereto, or (iii) result in the creation or imposition of any lien, charge or encumbrance of any nature upon any of the demised premises. This Lease is a valid and binding obligation of Landlord enforceable in accordance with its terms, subject to equitable principles and applicable bankruptcy and other creditors' rights laws, regulations and rulings. (e) Except as set forth in Schedule 17.02(e) Landlord does not have any Landlord's Knowledge of any violation of any applicable federal, state and local laws, rules, regulations, ordinances, codes or orders ("Laws") governing the demised premises and the operation of the Extreme Sports business, including without limitation environmental and health and safety laws rules and regulations, and will not knowingly violate any such laws during the term hereof, and (b) has not received written notification of any asserted material past or present failure to operate the demised premises and the Extreme Sports business in accordance with any such law, ordinance or regulation, or of any event that has occurred which with notice or the passage of time would constitute any such failure. (f) (i) No permits, licenses, approvals, clearances or other governmental consents are required for the execution and delivery of this Lease, except for the transfer or reissuance of the governmental licenses, permits, authorizations, approvals and certificates identified in Section 17.02(f). (ii) The Landlord has not disposed of or permitted to lapse any license, permit or other authorization from any federal, state or local authorities related to the demised premises that is currently required for the operation of the Extreme Sports business. (iii) Except as reported in Schedule 17.02(f), the Licenses and Permits listed on Schedule 17.02(f) are all of the governmental licenses, permits, authorizations, approvals and certificates which are, to Landlord's Knowledge, required for the current use of the demised premises. (g) The existing uses of the demised premises by Landlord are permitted uses within the zoning districts in which they are located and otherwise permitted under applicable federal, state and local laws, rules and regulations and under the permits identified in Section 17.02(g). 14

(h) Except as provided in Schedule 17.02(h) there is, to Landlord's Knowledge, no action, suit, proceeding at law or in equity by any person or entity, or any arbitration or any administrative or other proceeding by or before any governmental or other instrumentality or agency, pending, threatened, against Landlord with respect to the Extreme Sports business or any portion of the demised premises. (i) Except as provided in Schedule 17.02(i), Landlord (i) has timely filed all tax returns, tax information returns and other tax reports required to be filed with any applicable governmental authorities through the date hereof which relate to the demised premises and, the Extreme Sports business, and has paid all taxes and other charges which have become due pursuant to such returns and reports, or pursuant to any assessment received by it, except for any taxes the validity of which Landlord may be contesting in good faith in appropriate proceedings, and (ii) shall continue to timely file all such returns and reports and pay all such taxes relating to Landlord, but not those relating to the demised premises, the Paintball Field or that Tenant is otherwise obligated to file or pay hereunder. Landlord is not delinquent in the payment of any tax assessment or governmental charge which relates to any of the demised premises, no written notices asserting deficiencies for any taxes which relate to any of the demised premises have been received by Landlord, and no requests for waivers of the time to assess or pay any such tax are pending. There are no tax liens upon any fee portion of the demised premises and, to Landlord's Knowledge, no tax liens upon any leased portion of the demised premises and no such liens will arise as a result of the transaction contemplated hereby except as listed in Schedule 17.02(i) or that will be paid and discharged at Closing. For the purposes of this Lease, the term "tax" shall include all federal, state, local and foreign income, property, sales, excise and other taxes of any nature whatsoever. (j) Except as disclosed in Schedule 17.02(j), there are to Landlord's Knowledge, no outstanding or threatened actions, claims, proceedings, determinations or judgments by any party, including, but not limited to, any governmental authority or agency, against or involving the Landlord, arising under the Clear Air Act, the Federal Water Pollution Control Act of 1972, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Solid Waste Disposal Act, the Resource Conservation and Recovery Act and the Toxic Substances Control Act, and any amendments or extensions of the foregoing statutes, and all other applicable environmental requirements or any other federal, state, local or other environmental, health or safety law, regulation, order or requirement, requiring the remediation or removal of an existing environmentally contaminated condition or substance. Except as listed in Schedule 17.02(j), there are, to Landlord's Knowledge, no outstanding or threatened orders, determinations or notices of violation issued by any federal, state, local or other governmental authority administering environmental or health and safety laws in connection with operation of the demised premises or the Extreme Sports business, which have not been complied with or resolved to the satisfaction of such governmental authority. 17.03 Remedies. In the event Landlord fails to undertake the actions, or refrain from taking action, required pursuant to subparagraph 17.02 (b) above, then Tenant shall have the right, but not the obligation, to perform all such acts and pay all sums of money necessary, on behalf of Landlord, to maintain the lease in full force and effect, and Landlord hereby appoints Tenant as its true and lawful attorney in fact for purposes of undertaking all such action on behalf of and in the name of Landlord as Tenant deems necessary or appropriate to maintain any or all underlying leases in full force and effect. The power of attorney herein granted is coupled with an interest and is therefore irrevocable during the term of this Lease. Tenant may offset against any and all amounts due hereunder any cost and expense incurred by Tenant in exercising its rights under this subsection 17.03. Prior to offsetting against rent due hereunder Tenant shall provide Landlord with notice of its intent to offset and Landlord shall have a period of 30 days to advise Tenant that it objects to or disputes the offset, in which case any such dispute shall be submitted to arbitration in accordance with the provisions hereof. Tenant shall use reasonable efforts to mitigate any damages resulting from Landlord's breach or default. 15

17.04 General Provisions. The term "Landlord's Knowledge" shall have the same meaning as the term "Seller's Knowledge" under Section 6.17(c) of the Purchase and Sale Agreement. Seller expressly disclaims any express or implied warranties not specifically set forth in this Lease, the Purchase and Sale Agreement, or any other agreement entered into by and between Landlord and Tenant. ARTICLE XVIII DEFAULT 18.01 Defaults. In the event of any one or more of the following events ("Events of Default") shall have occurred and shall not have been remedied as hereinafter provided: (1) the occurrence of any event set forth in Article XIX hereof, without the curing of same as therein provided; (2) Tenant's failure to pay any installment of basic rent, additional rent or any other monetary payments when the same shall be due and payable and the continuance of such failure for a period of ten (10) days after receipt by Tenant of notice in writing from Landlord specifying in detail the nature of such failure, provided, however that Tenant shall pay interest at the rate of 18% per annum during any period in which any payment is delinquent; (3) a material default by Tenant, and the expiration of any grace, notice or cure period required thereby, under any of the other agreements then existing between Landlord and Tenant, including without limitation, the and (4) Tenant's failure to perform any of the other covenants, conditions and agreements herein contained on Tenant's part to be kept or performed and the continuance of such failure for a period of sixty (60) days after receipt by Tenant of notice in writing from Landlord specifying in detail the nature of such failure, and provided Tenant shall not cure said failure as provided in Section 18.02 hereof; then, Landlord may, at its option, give to Tenant a notice of election to end the term of this Lease upon a date specified in such notice, which date shall be not less than thirty (30) business days (Saturdays, Sundays and legal holidays excluded) after the date of receipt by Tenant of such notice from Landlord, and upon the date specified in said notice, the term and estate hereby vested in Tenant shall cease and any and all other right, title and interest of Tenant hereunder shall likewise cease without further notice or lapse of time, as fully and with like effect as if the entire term of this Lease had elapsed, but Tenant shall continue to be liable to Landlord as hereinafter provided. Simultaneously with the sending of the notice to Tenant, hereinabove provided for, Landlord shall send a copy of such notice to any leasehold Mortgagee(s) as to which Landlord has received written notice. The curing of any default(s) in the manner provided hereinabove by any of the aforesaid parties or combinations thereof, shall constitute a curing of any default(s) hereunder with like effect as if Tenant had cured the same hereunder. 18.02 Cure. (a) In the event that Landlord gives notice of a default of such a nature that it cannot reasonably be cured within such sixty (60) day period, then such cure period shall be deemed to continue so long as Tenant, after receiving such notice, proceeds to cure the default as soon as reasonably possible and continues to take all steps necessary to complete the same within a period of time which, under all prevailing circumstances, shall be reasonable; provided that, in no event shall any cure period extend for a period longer than 180 days after the Landlord's notice of default under Section 18.01. No cure period shall be deemed to end if and so long as Tenant shall be prevented from curing the same by any of the causes constituting Force Majeure. (b) Notwithstanding anything to the contrary contained in this Article XVIII, in the event that any default(s) of Tenant shall be cured in any manner hereinabove provided, Tenant's right hereunder shall continue unaffected by such default(s). 18.03 Remedies. 16

(a) Upon any Event of Default pursuant to Section 18.01, or at any time thereafter, Landlord may, in addition to and without prejudice to any other rights and remedies Landlord shall have at law or in equity, including termination, reenter the demised premises, and recover possession thereof and dispossess any or all occupants of the demised premises in the manner prescribed by the applicable laws relating to summary proceedings, or similar laws; but Tenant in such case shall remain liable to Landlord as hereinafter provided. (b) In case of any such default, reentry, expiration and/or dispossess by Landlord: (1) the rent shall become due thereupon and be paid up to the time of such reentry, expiration and/or dispossess; (2) Landlord may relet the demised premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may, at Landlord's option, be less than or exceed the period which would otherwise have constituted the balance of the term of this Lease and (3) Landlord may pursue any and all other remedies allowed to Landlord under applicable law, including without limitation, the collection of all future rent and other monetary payments provided for hereunder. Landlord, at Landlord's option and Tenant's expense, may make such alteration, repairs, and/or replacements in the demised premises as are reasonably necessary for the purpose of reletting and premises; and the making of such alterations, repairs, replacements and/or decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Landlord agrees to use reasonable efforts to mitigate all damages and to relet the demised premises in the event of any default specified herein. ARTICLE XIX BANKRUPTCY AND INSOLVENCY If, after the commencement of the term of this Lease: (a) the Tenant then having the title to the leasehold estate created hereunder shall while having such title be adjudicated a bankrupt or adjudged to be insolvent; (b) a receiver or trustee shall be appointed for the aforesaid Tenant's property and affairs; (c) the aforesaid Tenant shall make an assignment for the benefit of creditors or shall file a petition in bankruptcy or insolvency or for reorganization or shall make application for the appointment of a receiver; or (d) any execution or attachment shall be issued against the aforesaid Tenant or any of the aforesaid Tenant's property, whereby the demised premises or any building or buildings or any improvements thereon shall be taken or occupied or attempted to be taken or occupied by someone other than the aforesaid Tenant, except as may herein be permitted, and such adjudication, appointment, assignment, petition, execution or attachment shall not be set aside, vacated, discharged or bonded within ninety (90) days after the issuance of the same, then an Event of a Default hereunder shall be deemed to have occurred. Notwithstanding anything to the contrary hereinabove contained, upon the occurrence of a default pursuant to this Article, if the rent and other monetary payments due and payable hereunder shall continue to be paid and the other covenants, conditions and agreements of this Lease on Tenant's part to be kept and performed shall continue to be kept and performed, no event of default shall have been deemed to have occurred. ARTICLE XX WAIVERS Failure of Landlord or Tenant to complain of any act or omission on the part of the other party no matter how long the same may continue, shall not be deemed to be a waiver by said party of any of its rights hereunder. No waiver by Landlord or Tenant at any time, express or implied, of any breach of any provision of this Lease shall be deemed a waiver of a breach of any other provision of this Lease or a consent to any subsequent breach of the same or any other provision. No acceptance by Landlord of any partial payment shall constitute an accord or satisfaction but shall only be deemed a part payment on account. 17

ARTICLE XXI GOVERNMENT APPROVALS Landlord covenants and agrees to cooperate fully with Tenant in any and all applications and proceedings and appeals made or prosecuted by Tenant in connection with obtaining any necessary permits, licenses, approvals or consents under the zoning, land use, environmental and/or building regulations, ordinances, codes, laws and directives of all of the federal, state county and other authorities having jurisdiction over the development and use of the demised premises, including without limitation, the Ellis County Planning Board. Landlord shall execute any and all documents, instruments, consents and authorizations requested by Tenant which shall be reasonably necessary or desirable with respect thereto. Tenant may prosecute such applications, proceedings and appeals in its own name and through counsel of its choice, but shall do so at its own cost and expense and shall reimburse Landlord for Landlord's reasonable expenses incurred in such cooperative efforts. ARTICLE XXII FORCE MAJEURE In the event that Landlord or Tenant shall be delayed, hindered in or prevented from the performance of any act (except for monetary payments) required hereunder by reason of strikes, lock-outs, organized labor disputes, unavailability of materials, extended failure of power, governmental laws or regulations prohibiting performance of any obligation hereunder, riots, insurrection, war or civil strife, or other reason beyond such party's reasonable control, then performance of such act shall be excused for the period of the delay and the proof for the performance of any such act shall be extended for a period equivalent to the period of such delay. ARTICLE XXIII NOTICES Every notice, approval, consent or other communication authorized or required by this Lease shall not be effective unless the same shall be in writing and sent postage prepaid by United States registered or certified mail, return receipt requested, directed to the other party at its address set forth hereinbelow, or such other address as either party may designate by notice given form time to time in accordance with this Article. Unless otherwise directed by Landlord, rent payable by Tenant hereunder shall be paid to Landlord at the same place where a notice to Landlord is herein required to be directed. All such notices and other communications initially shall be addressed as follows: Tenant: Landlord: All such notices shall be deemed to have been given and received as of the date of deposit of such notice in a depository of the U.S. Postal Service. 18

ARTICLE XXIV CERTIFICATES Either party shall, without charge, at any time and from time to time hereafter, within thirty (30) days after written request of the other, certify by written instrument duly executed and acknowledged to any mortgagee or purchaser, or proposed mortgagee or proposed purchaser, or any other person, firm or corporation specified in such request: (a) as to whether this Lease has been supplemented or amended, and if so, the substance and manner of such supplement or amendment; (b) as to the validity and force and effect of this Lease, in accordance with its tenor as then constituted; (c) as to the existence of any known default thereunder; (d) as to the existence of any offsets, counterclaims or defense thereto on the part of such other party; (e) as to the commencement and expiration dates of the term of this lease; and (f) as to any other matters as may reasonably be so requested. Any such certificate may be relied upon by the party requesting it and any other person, firm or corporation to whom the same may be exhibited or delivered, and the contents of such certificate shall be binding on the party executing same. ARTICLE XXV MISCELLANEOUS 25.01 Governing Law. This Lease and the performance thereof shall be governed, interpreted, construed and regulated by the laws of the State of Texas. 25.02 Partial Invalidity. If any term, covenant, condition or provision of this Lease or the application thereof to any person or circumstance shall, at any time or to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, covenant, condition and provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. 25.03 Short Form Lease. The parties will at any time, at the request of either one, promptly execute duplicate originals of an instrument, in recordable form reasonably satisfactory to both parties, which will constitute a short form of lease, setting forth a description of the demised premises, the term of this Lease and any other portions thereof, excepting the rental provisions, as either party may request. 25.04 Interpretations. Wherever herein the singular number is used, the same shall include the plural, and the masculine gander shall include the feminine and neuter genders, and vice versa, as the context shall require. The section headings used herein are for reference and covenance only, and shall not enter into the interpretation hereof. This Lease may be executed in several counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. The terms "Landlord" and "Tenant" whenever used herein shall mean only the owner for the time being of Landlord's or Tenant's interest herein, and upon any sale or assignment of the interest of either Landlord or Tenant herein, their respective successors in interest and/or assigns shall, during the term of their ownership of their respective estates herein, be deemed to be Landlord or Tenant, as the case may be. 25.05 Entire Agreement. No oral statements or prior written matter shall have any force or effect. Tenant agrees that it is not relying on any representations or agreements other than those contained in this Lease. This Agreement shall not be modified or canceled except by writing subscribed by all parties. 25.06 Parties. Except as herein otherwise expressly provided, the covenants, conditions and agreements contained in this lease shall bind and inure to the benefit of Landlord and Tenant and their respective heirs, successors, administrators and assigns. 19

25.07 Restriction on use of Landlord's Adjacent Land. Attached as Schedule 26.07 is a list of all real estate owned beneficially or of record by Landlord or by any entities in which Landlord owns any interest, located within a 50 mile radius of the leased premises. Landlord hereby agrees that during the term of this Lease, none of the entities in which Landlord has a controlling interest shall use the restricted property designated in such Schedule 26.07 for a motel, hotel, inn, restaurant or other type of place of lodging or guest entertainment (other than single family residences). The restriction imposed hereby for the benefit of Tenant is intended to run with the land and be enforceable against Landlord's successors in title to such land. IN WITNESS WHEREOF, the parties hereto have executed this Lease under seal as of the day and year first written below. EXECUTED as of April 1, 2002. LANDLORD: ALTON K. SMITH, INC., An Individual By:___________________________ TENANT: ATOMIC PAINTBALL, INC., a Texas corporation By: __________________________ 20

Exhibit 10.2 ATOMIC PAINTBALL, INC. 2003 STOCK INCENTIVE PLAN SECTION 1. General Purpose of Plan; Definitions. The name of this plan is the Atomic Paintball, Inc. 2003 Stock Incentive Plan (the "Plan"). The purpose of the Plan is to enable Atomic Paintball, Inc. (the "Company") and its Subsidiaries to attract and retain selected directors, officers, employees and consultants who contribute to the Company's success by their ability, ingenuity and industry, and to enable these directors, officers, employees and consultants to participate in the long-term success and growth of the Company through an equity interest in the Company. For purposes of the Plan, the following terms shall be defined as set forth below: "16b-3 Non-Employee Director" means a "non-employee director" as defined in Rule 16b-3 of the Exchange Act. "Affiliate" means (i) any corporation (other than a Subsidiary), partnership, joint venture or any other entity in which the Company owns, directly or indirectly, at least a 10 percent beneficial ownership interest. "Annual Bonus" or "Bonus" means the annual cash bonus, if any, payable by the Company to an Eligible Executive for services to the Company or any of its affiliates, as such amount may be determined from year to year. "Annual Compensation" means the annual cash retainer and meeting fees, if any, payable by the Company to a Non-Employee Director for services as a director (and, if applicable, as the member or chairman of a committee of the Board) of the Company, as such amount may be changed from time to time. The Company has not historically paid such compensation to Non-Employee Directors and may or may not pay such compensation in the future. "Beneficiary" means any person or persons designated by a Participant, in accordance with procedures established by the Committee or Plan Administrator, to receive benefits hereunder in the event of the Participant's death. If any Participant shall fail to designate a Beneficiary or shall designate a Beneficiary who shall fail to survive the Participant, the Beneficiary shall be the Participant's surviving spouse, or, if none, the Participant's surviving descendants (who shall take per stirpes) and if there are no surviving descendants, the Beneficiary shall be the Participant's estate. "Board" means the Board of Directors of the Company. "Bonus Election Date" means the date established by the Plan Committee as the date by which a Participant must submit a valid Election Form for Bonus to the Plan Administrator in order to defer Annual Bonus under the Plan for a calendar year. For each calendar year, the Bonus Deferral Election Date is December 31 of the calendar year prior to which the Bonus is to be earned. "Business Day" means a day on which the Over the Counter Bulletin Board or any national securities exchange or electronic or over-the-counter market on which the Stock is traded is open for business. "Cause" means a Participant's willful misconduct or dishonesty, any of which is directly and materially harmful to the business or reputation of the Company or any Subsidiary or Affiliate. "Change in Control" means any of the following through a transaction or series of transactions that occur(s) after the registration of the Company's Stock registered pursuant to the Exchange Act: (i) when any "person", as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company or a Subsidiary or any Company employee benefit plan), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities;

(ii) the occurrence of any transaction or event relating to the Company that is required to be described pursuant to the requirements of

Item 6(e) of Schedule 14A of Regulation 14A of the Securities and Exchange Commission under the Exchange Act; (iii) when, during any period of two consecutive years during the existence of the Plan, the individuals who, at the beginning of such period, constitute the Board, cease for any reason other than death, Disability or Retirement to constitute at least a majority of the Board, unless each director who was not a director at the beginning of such period was elected by, or on the recommendation of, at least two-thirds of the directors at the beginning of such period; (iv) the Company is combined (through merger, share exchange, consolidation or otherwise) and, as a result of such transaction, less than 50% of the combined voting power of the outstanding securities of the surviving or resulting corporation are owned in the aggregate by the former stockholders of the Company; (v) the Company sells, leases or otherwise transfers all or substantially all of its properties or assets to another person or entity; or (vi) a dissolution or liquidation of the Company or a partial liquidation involving 50% or more of the assets of the Company occurs. "Change of Control Price" is defined in Section 14(d) of the Plan. "Code" means the Internal Revenue Code of 1986, as amended, or any successor law. "Commission" means the Securities and Exchange Commission. "Committee" means the special committee approved by the Board solely for the purpose of administering the Plan and other similar acts which will be composed of at least two directors and all members of this special committee will be composed of only "outside directors" within the meaning of Section 162(m) of the Code that are also 16b3 Non-Employee Directors. If at any time no Committee shall be in office, then the functions of the Committee specified in the Plan shall be exercised by the Board. "Company" means Atomic Paintball, Inc., a corporation organized under the laws of the State of Texas (or any successor corporation). "Covered Employee" means an individual who the Committee determines is, or is expected to be as of the relevant date for determining the Company's tax deduction, a covered employee as defined in Section 162(m)(3) of the Code with respect to the Company. "Deferral Period" is defined in Section 9(a) of the Plan. "Deferred Stock" means an award made pursuant to Section 9 below of the right to receive Stock at the end of a specified deferral period. "Director Stock Option" means any option to purchase shares of Stock granted to members of the Board under Section 6 or 10. "Disability" means total and permanent disability as determined under the Company's long-term disability program, whether or not the Optionee is covered under such program. If no such program is in effect, the Disability of a Participant shall be determined in good faith by the Board (excluding the Participant, if applicable). "Elective Deferral" period is defined in Section 9(b) of the Plan. "Eligible Executive" means an executive officer of the Company, a Subsidiary or an Affiliate, as such officers may be selected by the Chairman of the Board of Directors or the Committee or its designee from year to year, to be eligible for Executive Compensation Stock Options pursuant to Section 10 below. 2

"Election Form for Annual Compensation" means a form, substantially in the form attached hereto as Exhibit C, pursuant to which a Non-Employee Director elects to convert Annual Compensation to Options under Section 10 of the Plan. "Election Form for Bonus" means a form, substantially in the form attached hereto as Exhibit B, pursuant to which an Eligible Executive elects to convert Bonus to Options under Section 10 of the Plan. "Election Form for Salary" means a form, substantially in the form attached hereto as Exhibit A, pursuant to which an Eligible Executive elects to convert Salary to Options under Section 10 of the Plan. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and any successor thereto. "Fair Market Value" means, as of any given date, (i) the closing price per share of the Stock on the Over the Counter Bulletin Board or, (ii) if the Stock is not then traded on the Over the Counter Bulletin Board, then the closing price per share of the Stock on any national securities exchange or electronic or over-the-counter market on which the Stock is then traded or, (iii) if the Stock is not then traded on the Over the Counter Bulletin Board or any national securities exchange or electronic or over-the-counter market, then the fair market value of the Stock as determined by a formula or method determined by the Committee. "Incentive Stock Option" means any Stock Option intended to be and designated as an "incentive stock option" within the meaning of Section 422 of the Code. "Non-Employee Director" means a director of the Company who is not an employee or officer of the Company, or any Subsidiary or Affiliate (as determined by the Committee). "Non-Employee Director Election Date" means the date by which a Non-Employee Director must submit a valid Election Form for Annual Compensation to the Plan Administrator in order to participate under Section 10 of the Plan for a calendar year. For each calendar year, the Election Date is December 31 of the preceding calendar year; provided, however, that the Non-Employee Director Election Date for a newly eligible Non-Employee Director shall be the 30th day following the date on which such individual becomes a Non-Employee Director. "Non-Qualified Stock Option" means any Stock Option that is not an Incentive Stock Option. "Normal Retirement" means retirement from active employment with the Company, any Subsidiary and any Affiliate on or after the normal retirement date specified in the applicable tax-qualified company pension plan, and, if no such pension plan exists, then retirement from active employment with the Company, any Subsidiary and any Affiliate on or after the attainment of age 65 by the Participant. "Option Grant Date" means the date upon which a Stock Option is granted to a Participant pursuant to Article 5 or, for purposes of Section 10, the dates specified in Section 10. "Optionee" means a consultant, officer or key employee to whom a Stock Option has been granted or, in the event of such individual's death prior to the expiration of a Stock Option, such individual's Beneficiary. "Participant" means any director, consultant, officer or key employee who has been awarded a Stock Option, Director Stock Option, Restricted Stock, Stock Appreciation Right or Deferred Stock Right under the Plan. "Plan" means this 2003 Stock Incentive Plan. "Plan Administrator" means the Committee or any agent to whom the Committee delegates administrative duties under the Plan, as the case may be. "Potential Change of Control" is defined in Section 14(c) of the Plan. "Restricted Stock" means an award of shares of Stock that are subject to restrictions under Section 8. 3

"Restricted Stock Award Agreement" is defined in Section 8(b) of the Plan. "Restriction Period" is defined in Section 8(c) of the Plan. "Salary" means the salary payable by the Company to an Eligible Executive for services to the Company, a Subsidiary or any Affiliate, as such amount may be changed from time to time. "Salary Election Date" means the date established by the Plan as the date by which a Participant must submit a valid Election Form for Salary to the Plan Administrator in order to convert Salary to Options under Section 10 of the Plan for a calendar year. For each calendar year, the Salary Election Date is December 31 of the preceding calendar year. "Stock Option Award Notice" means a written award notice to an Eligible Executive or a Non-Employee Director from the Company evidencing an Option. "Stock" means the common stock of the Company, no par value per share. "Stock Appreciation Right" means a right granted under Section 7 below to surrender to the Company all or a portion of a Stock Option in exchange for an amount equal to the difference between (i) the Fair Market Value, as of the date such Stock Option or such portion of such Stock Option is surrendered, of the shares of Stock covered by such Stock Option or such portion of such Stock Option, and (ii) the aggregate exercise price of such Stock Option or such portion of such Stock Option. "Stock Option" or "Option" means any option to purchase shares of Stock granted pursuant to Section 5, 6 or 10. "Subsidiary" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain. SECTION 2. Administration. The Plan shall be administered by the Committee which shall at all times comply with the requirements of Rule 16b-3 of the Exchange Act. All members of the Committee shall also be "outside directors" within the meaning of Section 162(m) of the Code. The Committee shall have the power and authority to grant to eligible individuals, pursuant to the terms of the Plan: (i) Stock Options; (ii) Stock Appreciation Rights; (iii) Restricted Stock or (iv) Deferred Stock. In particular, the Committee has the authority (except where the Plan expressly grants such authority to the Board): (i) to select the consultants, directors, officers and other key employees of the Company, its Subsidiaries and its Affiliates to whom Stock Options, Stock Appreciation Rights, Restricted Stock or Deferred Stock awards or a combination of the foregoing from time to time will be granted under the Plan; (ii) to determine whether and to what extent Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock or Deferred Stock, or a combination of the foregoing, are to be granted under the Plan; (iii) to determine the number of shares of Stock to be covered by each such award granted under the Plan; (iv) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder, including, but not limited to, any restriction on any Stock Option or other award and/or the shares of Stock relating thereto based on performance and/or such other factors as the Committee may determine, in its sole discretion, any vesting acceleration features based on performance and/or such other factors as the

Committee may determine, in its sole discretion, reload features, transferability features and other features not inconsistent with the Plan; and 4

(v) to determine whether, to what extent and under what circumstances Stock and other amounts payable with respect to an award under this Plan shall be deferred either automatically or at the election of a participant, including providing for and determining the amount (if any) of deemed earnings on any deferred amount during any deferral period. The Committee shall have the discretionary authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it, from time to time, deems advisable; to construe and interpret the terms and provisions of the Plan and any award issued under the Plan (and any agreements relating thereto); and to otherwise supervise the administration of the Plan. The Committee may delegate administrative duties under the Plan to one or more agents as it shall deem necessary or advisable. No member of the Committee or the Board or the Plan Administrator shall be personally liable for any action or determination made in good faith with respect to the Plan or any Option or to any settlement of any dispute between a Participant and the Company. All decisions made by the Committee (or the Board in the case of Stock Options granted under Section 6) pursuant to the provisions of the Plan shall be final and binding on all persons, including the Company and Participants. SECTION 3. Stock Subject to Plan. The total number of shares of Stock reserved and available for issuance and distribution under the Plan shall be 2,000,000, which may consist, in whole or in part, of authorized and unissued shares or treasury shares. To the extent that shares subject to an outstanding Option are not issued or delivered by reason of the expiration, termination, cancellation or forfeiture of such Option or by reason of the delivery of shares to pay all or a portion of the exercise price of such Option, then such shares shall again be available under the Plan. In the event of any sale of assets, merger, reorganization, consolidation, recapitalization, Stock dividend, or other change in corporate structure affecting the Stock, an equitable substitution or adjustment shall be made in (i) the aggregate number of shares reserved for issuance under the Plan, (ii) the number and option price of shares subject to outstanding Stock Options granted under the Plan, (iii) the number of shares subject to Restricted Stock or Deferred Stock awards granted under the Plan and (iv) the aggregate number of shares available for issuance to any director, officer, employee or consultant pursuant to Section 4(a), as may be determined to be appropriate by the Committee, in its sole discretion, provided that the number of shares subject to any award shall always be a whole number. Such adjusted option price shall also be used to determine the amount payable by the Company upon the exercise of any Stock Appreciation Right associated with any Stock Option. SECTION 4. Eligibility. (a) Eligible Officers, Employees and Consultants. Officers, other key employees and consultants of the Company, its Subsidiaries or its Affiliates (but, except as provided in Sections 6 and 10, excluding members of the Committee and, any person who serves only as a director) who are responsible for or contribute to the management, growth and/or profitability of the business of the Company, its Subsidiaries or its Affiliates are eligible to be granted Stock Options, Stock Appreciation Rights, Restricted Stock or Deferred Stock awards. Except as provided in Section 6, the optionees and participants under the Plan shall be selected from time to time by the Committee, in its sole discretion, from among those eligible, and the Committee shall determine, in its sole discretion, the number of shares covered by each award or grant; provided, however, that no person shall be granted Stock Options or Stock Appreciation Rights on more than 500,000 shares of stock in any calendar year, including shares related to Stock Options which, for any reason, are cancelled, expire, terminate, lapse or are forfeited. (b) Eligible Directors. Non-Employee Directors are eligible to participate under Sections 6 and 10 hereof. (c) Eligible Consultants. Consultants who provide services to the Company or an Affiliate are eligible to receive Non-Qualified Stock Options pursuant to Section 5 of the Plan.

SECTION 5. Stock Options. 5

Stock Options may be granted either alone or in addition to other awards granted under the Plan. Any Stock Option granted under the Plan shall be in such form as the Committee may from time to time approve, and the provisions of Stock Option awards need not be the same with respect to each Optionee. The Stock Options granted under the Plan may be of two types: (i) Incentive Stock Options and (ii) NonQualified Stock Options. The Committee shall have the authority to grant any Optionee Incentive Stock Options, Non-Qualified Stock Options or both types of Stock Options (in each case with or without Stock Appreciation Rights) except that Incentive Stock Options shall only be granted to employees of the Company or a Subsidiary. To the extent that any Stock Option does not qualify as an Incentive Stock Option, it shall constitute a separate Non-Qualified Stock Option. Except as provided in Section 5(1), no term of the Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify either the Plan or any Incentive Stock Option under Section 422 of the Code. Notwithstanding the foregoing, in the event an Optionee voluntarily disqualifies an option as an Incentive Stock Option within the meaning of Section 422 of the Code, the Committee may, but shall not be obligated to, make such additional grants, awards or bonuses as the Committee shall deem appropriate, to reflect the tax savings to the Company which results from such disqualification. Stock Options granted under the Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable: (a) Option Price. The option price per share of Stock purchasable under a Stock Option shall be determined by the Committee at the time of grant but shall be not less than 100% of the Fair Market Value of the Stock on the date of the grant of the Stock Option. (b) Option Term. The term of each Stock Option shall be fixed by the Committee, but no Incentive Stock Option shall be exercisable more than ten years after the date such Incentive Stock Option is granted. (c) Exercisability. Subject to Section 5(l) with respect to Incentive Stock Options, Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee, provided, however, that, except as provided in Section 5(f), 5(g), 5(h) or 14, no Stock Option shall be exercisable prior to six months from the date of the granting of the Option. Notwithstanding the limitations set forth in the preceding sentence, the Committee may accelerate the exercisability of any Stock Option, at any time, in whole or in part, based on performance and/or such other factors as the Committee may determine in its sole discretion. (d) Method of Exercise. Stock Options, to the extent exercisable under Section 5(c) above, may be exercised in whole or in part at any time during the option period, by giving written notice of exercise to the Company specifying the number of shares to be purchased, accompanied by payment in full of the purchase price, in cash, by check or such other instrument as may be acceptable to the Committee (including instruments providing for "cashless exercise"). As determined by the Committee, in its sole discretion, at or after grant, payment in full or in part may also be made in the form of unrestricted Stock already owned by the Optionee or, in the case of the exercise of a Non-Qualified Stock Option, Restricted Stock or Deferred Stock subject to an award under this Plan (based, in each case, on the Fair Market Value of the Stock on the date the option is exercised, as determined by the Committee). If payment of the option exercise price of a NonQualified Stock Option is made in whole or in part in the form of Restricted Stock or Deferred Stock, the shares received upon the exercise of such Stock Option shall be restricted or deferred, as the case may be, in accordance with the original term of the Restricted Stock award or Deferred Stock award in question, except that the Committee may direct that such restrictions or deferral provisions shall apply to only the number of such shares equal to the number of shares of Restricted Stock or Deferred Stock surrendered upon the exercise of such option. No shares of unrestricted Stock shall be issued until full payment for the unrestricted Stock has been made. An Optionee shall have the rights to dividends or other rights of a stockholder with respect to shares subject to the Option when the Optionee has given written notice of exercise and has paid in full for such shares.

(e) Transferability of Options. Incentive Stock Options under this Plan may not be transferred other than by will or the laws of descent and 6

distribution and each Incentive Stock Option may be exercised during the Participant's lifetime only by the Participant or the Participant's guardian or legal representative. Participants may transfer Non-Qualified Stock Options only as provided by the Committee. (f) Termination by Death. Unless otherwise determined by the Committee, if an Optionee's employment with the Company, any Subsidiary and any Affiliate terminates by reason of death (or if an Optionee dies following termination of employment by reason of Disability or Normal Retirement), any Stock Option held by that Optionee immediately prior to the Optionee's death shall become immediately exercisable and may thereafter be exercised by the legal representative of the estate or by the legatee of the Optionee under the will of the Optionee, during the period ending on the expiration of the stated term of such Stock Option or the first anniversary of the Optionee's death, whichever is later. (g) Termination by Reason of Normal Retirement. Unless otherwise determined by the Committee, if an Optionee's employment with the Company, any Subsidiary and any Affiliate terminates by reason of Normal Retirement, any Stock Option held by such Optionee shall become immediately exercisable. A Stock Option held by an Optionee whose employment has terminated by reason of Normal Retirement shall expire at the end of the stated term of such Stock Option, unless otherwise determined by the Committee. In the event of termination of employment by reason of Normal Retirement, if an Incentive Stock Option is exercised after the exercise periods that apply for purposes of Section 422 of the Code, such Stock Option will thereafter be treated as a Non-Qualified Stock Option. (h) Termination for Cause. If the Optionee's employment or consulting relationship with the Company, any Subsidiary and any Affiliate is terminated for Cause, or the Committee determines that the Optionee has engaged in conduct that would be grounds for termination with Cause, the Stock Option shall immediately be forfeited to the Company upon the giving of notice of termination of employment or on the event constituting Cause. (i) Committee Discretion. Notwithstanding the other provisions of this Section 5 to the contrary, upon the request of an Optionee whose employment has terminated or is expected to terminate in the near future, the Committee may, in its sole and absolute discretion, agree to allow the Optionee's Stock Option to terminate on a date following the date that it would otherwise terminate pursuant to the provisions of this Section 5. (j) Other Termination. If the Optionee's employment or consulting relationship with the Company, any Subsidiary and any Affiliate is terminated for any reason other than what is specified in Section 5(f), 5(g) or 5(h) (including, without limitation, early retirement, voluntary termination, termination without Cause or for any other reason), the Stock Option shall immediately be forfeited to the Company upon such termination of employment. (k) Termination upon Change of Control. Notwithstanding the provisions of Section 5(j) or the stated term of the Stock Option and subject to Section 14 hereof, if the Optionee's employment with the Company, any Subsidiary and any Affiliate is involuntarily terminated by the Optionee's employer without Cause by reason of or within three months after a Change of Control, the Stock Option shall terminate upon the later of six months and one day after such merger or business combination or ten business days following the expiration of the period during which publication of financial results covering at least thirty days of post-merger combined operations has occurred. (l) Limit on Value of Incentive Stock Option First Exercisable Annually. The aggregate Fair Market Value (determined at the time of grant) of the Stock for which "incentive stock options" within the meaning of Section 422 of the Code are exercisable for the first time by an Optionee during any calendar year under the Plan (and/or any other stock option plans of the Company, any Subsidiary and any Affiliate) shall not exceed $100,000. Notwithstanding the preceding sentence, the exercisability of such Stock Options may be accelerated by the Committee and shall be accelerated as provided in Sections 5(f), 5(g) and 14, in which case Stock Options which exceed such $100,000 limit shall be treated as Non-Qualified Stock Options. For this purpose, options granted earliest shall be applied first to the $100,000 limit. In the event that only a portion of the options granted at the same time can be applied to the $100,000 limit, the Company shall issue separate share certificates for such number of shares as does not exceed the $100,000 limit, and shall designate such shares as "incentive stock option" stock in its share transfer records.

SECTION 6. Non-Employee Director Stock Options. Non-Employee Director Stock Options granted under the Plan shall be 7

Non-Qualified Stock Options. Such Non-Employee Director Stock Options may, in the sole discretion of the entire Board, be granted as to such number of shares of Stock and upon such terms and conditions as shall be determined by the Board. Non-Employee Director Stock Options granted under the Plan shall be evidenced by a written agreement in such form as the Committee shall from time to time approve, which agreements shall comply with and be subject to the following terms and conditions: (a) Non-Formula Based Options. Within its sole discretion, the entire Board may award Non-Employee Director Stock Options on a non-formula basis to all or such individual Non-Employee Directors as it shall select. Such Non-Employee Stock Options may be awarded at such times and for such number of shares as the Board in its sole discretion determines. The price of such Non-Employee Stock Options may be fixed by the Board at a discount not to exceed 25% of the fair market value of the Stock on the date of grant or may be the fair market value of the Stock on the grant date. Such Stock Options shall become first exercisable and have an option term as determined by the Board in its discretion; provided however, that except as described in Section 14 and in paragraph (d) of this section, no such Option shall be first exercisable until six months from the date of grant. All other terms and conditions of such Stock Options shall be as established by the Board in its sole discretion. (b) Method of Exercise. Any Stock Option granted to a Non-Employee Director pursuant to the Plan may be exercised in accordance with the exercise schedule established by the Board in whole or in part at any time during the option period, by giving written notice of exercise to the Company specifying the number of shares to be purchased, accompanied by payment in full of the purchase price, in cash, by check or such other instrument as may be acceptable to the Committee (including instruments providing for "cashless exercise"). Payment in full or in part may also be made in the form of unrestricted Stock already owned by the Optionee (based on the Fair Market Value of the Stock on the date the option is exercised). No shares of unrestricted Stock shall be issued until full payment therefor has been made. An Optionee shall have the rights to dividends or other rights of a stockholder with respect to shares subject to the Option when the Optionee has given written notice of exercise and has paid in full for such shares. (c) Transferability of Options. Participants may transfer Stock Options granted under this Section 6 only as provided by the Committee. (d) Termination of Service. Upon an Optionee's termination of status as a Non-Employee Director with the Company for any reason, any Director Stock Options held by such Optionee shall become immediately exercisable and may thereafter be exercised during the period ending on the expiration of the stated term of such Director Stock Options or the first anniversary of the Optionee's death, whichever is later. Notwithstanding the foregoing sentence, if the Optionee's status as an Non-Employee Director terminates by reason of or within three months after a merger or other business combination resulting in a "Change of Control" as defined in Section 1 of this Plan, the Stock Option shall terminate upon the latest of (i) six months and one day after the merger or business combination, (ii) ten business days following the expiration of the period during which publication of financial results covering at least thirty days of post-merger combined operations has occurred and (iii) the expiration of the stated term of such Director Stock Option. (e) Compensation Stock Options. Non-Employee Directors are also eligible to elect Stock Options pursuant to Section 10 below. SECTION 7. Stock Appreciation Rights. (a) Grant and Exercise. Stock Appreciation Rights may be granted in conjunction with all or part of any Stock Option granted under the Plan. In the case of a Non-Qualified Stock Option, such rights may be granted either at or after the time of the grant of such Non-Qualified Stock Option. In the case of an Incentive Stock Option, such rights may be granted only at the time of the grant of such Incentive Stock Option. A Stock Appreciation Right or applicable portion of a Stock Appreciation Right granted with respect to a given Stock Option shall terminate and no longer be exercisable upon the termination or exercise of the related Stock Option, except that, unless otherwise provided by the Committee (or the Board in the case of a Stock Option granted under Section 6), at the time of grant, a Stock Appreciation Right granted with respect to less than the full number of shares covered by a related Stock Option shall only be reduced if and to the extent that the

number of shares covered by the exercise or termination of the related Stock Option exceeds the number of shares not covered by the Stock Appreciation Right. 8

A Stock Appreciation Right may be exercised by an Optionee, in accordance with paragraph (b) of this Section 7, by surrendering the applicable portion of the related Stock Option. Upon such exercise and surrender, the Optionee shall be entitled to receive an amount determined in the manner prescribed in paragraph (b) of this Section 7. Stock Options which have been so surrendered, in whole or in part, shall no longer be exercisable to the extent the related Stock Appreciation Rights have been exercised. (b) Terms and Conditions. Stock Appreciation Rights shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee (or the Board in the case of a Stock Option granted under Section 6), including the following: (i) Stock Appreciation Rights shall be exercisable only at such time or times and to the extent that the Stock Options to which they relate shall be exercisable in accordance with the provisions of Section 5 and Section 6 of the Plan; provided, however, that any Stock Appreciation Right granted subsequent to the grant of the related Stock Option shall not be exercisable during the first six months of the term of the Stock Appreciation Right, except that this additional limitation shall not apply in the event of death of the Optionee prior to the expiration of the six-month period. (ii) Upon the exercise of a Stock Appreciation Right, an Optionee shall be entitled to receive up to, but not more than, an amount in cash or shares of Stock equal in value to the excess of the Fair Market Value on the date of exercise of the Stock Appreciation Right of one share of Stock over the option price per share specified in the related Stock Option multiplied by the number of shares in respect of which the Stock Appreciation Right has been exercised, with the Committee (or the Board in the case of a stock Option granted under Section 6), having the right to determine the form of payment. (iii) Stock Appreciation Rights shall be transferable only when and to the extent that the underlying Stock Option would be transferable under the Plan. (iv) Upon the exercise of a Stock Appreciation Right, the Stock Option or part of the Stock Option to which such Stock Appreciation Right is related shall be deemed to have been exercised for the purpose of the limitation set forth in Section 3 of the Plan on the number of shares of Stock to be issued under the Plan. (v) A Stock Appreciation Right granted in connection with an Incentive Stock Option may be exercised only if and when the market price of the Stock subject to the Incentive Stock Option exceeds the exercise price of such Option. (vi) In its sole discretion, the Committee (or the Board in the case of a Stock Option granted under Section 6) may provide, at the time of grant of a Stock Appreciation Right under this Section 7, that such Stock Appreciation Right can be exercised only in the event of a "Change of Control" and/or a "Potential Change of Control" (as defined in Section 14). (vii) The Committee (or the Board in the case of a Stock Option granted under Section 6), in its sole discretion, may also provide that in the event of a "Change of Control" and/or a "Potential Change of Control" (as defined in Section 14 below) the amount to be paid upon the exercise of a Stock Appreciation Right shall be based on the "Change of Control Price" (as defined in Section 14 below). SECTION 8. Restricted Stock. (a) Administration. Shares of Restricted Stock may be issued either alone or in addition to other awards granted under the Plan. The Committee shall determine the officers and key employees of the Company and its Subsidiaries and Affiliates to whom, and the time or times at which, grants of Restricted Stock will be made, the number of shares to be awarded, the price, if any, to be paid by the recipient of Restricted Stock (subject to Section 8(b) of the Plan), the time or times within which such awards may be subject to forfeiture and all other conditions of the awards. The Committee may also condition the grant and/or vesting of Restricted Stock upon the attainment of specified performance goals, or such other criteria as the Committee may determine, in its sole discretion. The provisions of Restricted Stock awards need not be the same with respect to each recipient. (b) Awards and Certificates. The prospective recipient of an award of shares of Restricted Stock shall not have any rights with respect to such award,

9

unless and until such recipient has executed an agreement evidencing the award (a "Restricted Stock Award Agreement"), has delivered a fully executed copy thereof to the Company and has otherwise complied with the then applicable terms and conditions. Awards of Restricted Stock must be accepted within a period of 60 days (or such shorter period as the Committee may specify) after the award date by executing a Restricted Stock Award Agreement and paying the price specified in the Restricted Stock Award Agreement. Each Participant who is awarded Restricted Stock shall be issued a stock certificate registered in the name of the Participant in respect of such shares of Restricted Stock. The Committee shall specify that the certificate shall bear a legend, as provided in clause (i) below, and/or be held in custody by the Company, as provided in clause (ii) below. (i) The certificate shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such award, substantially in the following form: "The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Atomic Paintball, Inc. 2003 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the registered owner and Atomic Paintball, Inc. Copies of such Plan and Agreement are on file in the offices of Atomic Paintball, Inc., 219 Josey Lane, Red Oak, Texas 75154." (ii) The Committee shall require that the stock certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition of any Restricted Stock award, the Participant shall have delivered a stock power, endorsed in blank, relating to the Stock covered by such award. (c) Restrictions and Conditions. The shares of Restricted Stock awarded pursuant to this Section 8 shall be subject to the following restrictions and conditions: (i) Subject to the provisions of this Plan and the Restricted Stock Award Agreements, during such period as may be set by the Committee commencing on the grant date (the "Restriction Period"), the Participant shall not be permitted to sell, transfer, pledge or assign shares of Restricted Stock awarded under the Plan. The Committee may, in its sole discretion, provide for the lapse of such restrictions in installments and may accelerate or waive such restrictions, in whole or in part, before or after the Participant's termination of employment, based on performance and/or such other factors as the Committee may determine, in its sole discretion. (ii) Except as provided in paragraph (c)(i) of this Section 8, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to receive any dividends. Dividends paid in stock of the Company or stock received in connection with a stock split with respect to Restricted Stock shall be subject to the same restrictions as on such Restricted Stock. Certificates for shares of unrestricted Stock shall be delivered to the participant promptly after, and only after, the period of forfeiture shall expire without forfeiture in respect of such shares of Restricted Stock. (iii) Subject to the provisions of the Restricted Stock Award Agreement and this Section 8, upon termination of employment for any reason other than Normal Retirement, Disability or death during the Restriction Period, all shares still subject to restriction shall be forfeited by the Participant, and the Participant shall only receive the amount, if any, Paid by the participant for such forfeited Restricted Stock. SECTION 9. Deferred Stock Awards. (a) Administration. Deferred Stock may be awarded either alone or in addition to other awards granted under the Plan. The Committee shall determine the officers, key employees and consultants of the Company, its Subsidiaries and Affiliates to whom, and the time or times at which, Deferred Stock shall be awarded, the number of shares of Deferred Stock to be awarded to any participant, the duration of the period (the "Deferral Period") during which, and the conditions under which, receipt of the Stock will be deferred, and the terms and conditions of the award in addition to those set forth in paragraph (b) of this Section 9. The Committee may also condition the grant and/or vesting of Deferred Stock upon the attainment of specified performance goals, or such other criteria as the Committee shall determine, in its sole discretion. The provisions of Deferred Stock awards need not be the same with respect to each recipient. (b) Terms and Conditions. The shares of Deferred Stock awarded pursuant

10

to this Section 9 shall be subject to the following terms and conditions: (i) Subject to the provisions of this Plan and the award agreement, Deferred Stock awards may not be sold, assigned, transferred, pledged or otherwise encumbered during the Deferral Period. At the expiration of the Deferral Period (or Elective Deferral Period, (as defined below) where applicable), share certificates shall be delivered to the participant, or his legal representative, in a number equal to the shares covered by the Deferred Stock award. (ii) At the time of the award, the Committee may, in its sole discretion, determine that amounts equal to any dividends declared during the Deferral Period (or Elective Deferral Period) with respect to the number of shares covered by a Deferred Stock award will be: (a) paid to the participant currently; (b) deferred and deemed to be reinvested or (c) that such participant has no rights with respect to such dividends. (iii) Subject to the provisions of the award agreement and this Section 8, upon termination of employment with or retention by the Company for any reason during the Deferral Period for a given award, the Deferred Stock in question shall be forfeited by the Participant. (iv) Based on performance and/or such other criteria as the Committee may determine, the Committee may, at or after grant (including after the Participant's termination of employment), accelerate the vesting of all or any part of any Deferred Stock award and/or waive the deferral limitations for all or any part of such award. (v) A Participant may elect to defer further receipt of the award for a specified period or until a specified event (the "Elective Deferral Period"), subject in each case to the Committee's approval and to such terms as are determined by the Committee, all in its sole discretion. Subject to any exceptions adopted by the Committee, such election must generally be made no later than December 31 of the year prior to completion of the Deferral Period for a Deferred Stock award (or for an installment of such an award). (vi) Each award shall be confirmed by, and subject to the terms of, a Deferred Stock award agreement executed by the Company and the participant. SECTION 10. Executive and Non-Employee Director Compensation Conversion Stock Options. (a) Election to Participate. The Chairman of the Board or the Committee or its designee shall designate each year those executives who shall be Eligible Executives for the coming year. An Eligible Executive may participate under this Section 10 by delivering to the Plan Administrator a properly completed and signed (i) Election Form for Salary on or before the Salary Election Date, and/or (ii) Election Form for Bonus on or before the Bonus Election Date. In addition, each Non-Employee Director is automatically eligible to participate under this Section 10 of the Plan. A Non-Employee Director may participate under this Section 10 of the Plan by delivering a properly completed and signed Election Form for Annual Compensation to the Plan Administrator on or before the Non-Employee Director Election Date. The Non-Employee Director's participation in the Plan will be effective as of the first day of the calendar year beginning after the Plan Administrator receives the Non-Employee Director's Election Form for Annual Compensation , or, in the case of a newly eligible Non-Employee Director, on the first day of the calendar month beginning after the Plan Administrator receives such Non-Employee Director's Election Form for Annual Compensation. An Eligible Executive's participation in the Plan will be effective (i) as of the first day of the calendar year beginning after the Plan Administrator receives the Eligible Executive's Election Form for Salary, or (ii) as of the first day of the year for which an Annual Bonus is earned, in the case of an Eligible Executive's Election Form for Bonus. A Participant shall not be entitled to any benefit under this Section 10 unless such Participant has properly completed an election form and not revoked such form pursuant to Section 10(b). (b) Irrevocable Election. A Participant may not revoke or change his or her election form; provided, however, that any such Participant's participation may be withdrawn or election form changed at any time prior to the Participant's participation being effective. (c) [Reserved] (d) Converted Annual Bonus or Salary. An Eligible Executive may elect to convert up to 100% (in increments of

10% or $10,000) of his or her Annual 11

Bonus and/or Salary to Stock Options in accordance with the terms of the Plan. A Non-Employee Director may elect to convert up to 100% of his or her Annual Compensation (in 10% increments but not less than 50%) to Stock Options in accordance with the terms of the Plan. (e) Time of Election. An Eligible Executive who wishes to convert Salary for a calendar year must irrevocably elect to do so on or prior to the Salary Election Date for such calendar year, by delivering a valid Election Form for Salary to the Plan Administrator. The Election Form for Salary shall indicate the percentage or amount of Salary to be converted. An Eligible Executive who wishes to convert Annual Bonus for a calendar year must irrevocably elect to do so on or prior to the Bonus Election Date for such calendar year, by delivering a valid Election Form for Bonus to the Plan Administrator. The Election Form for Bonus shall indicate the percentage or amount of Annual Bonus to be converted. A Non-Employee Director who wishes to convert Annual Compensation for a calendar year must irrevocably elect to do so on or prior to the Non-Employee Director Election Date for such calendar year, by delivering a valid Election Form for Annual Compensation to the Plan Administrator. The Election Form for Annual Compensation shall indicate the percentage or amount of Annual Compensation to be converted. (f) Accounts. The Plan Administrator shall keep a record of the amount of Salary, Annual Bonus or Annual Compensation to be converted to stock options for each calendar year for each participant. To the extent required for bookkeeping purposes, amounts so recorded by the Plan Administrator will be segregated in the Plan Administrator's books to reflect compensation on a year-by-year basis and on the basis of the type of compensation to be converted. Within a reasonable time after the end of each calendar year, the Plan Administrator shall report in writing to each Participant the amount which will be converted to Stock Options for such Participant. (g) Responsibility for Investment Choices. Each Participant is solely responsible for any decision to convert Annual Bonus and/or Salary or Annual Compensation to Stock Options under the Plan and accepts all investment risks entailed by such decision, including the risk of loss and a decrease in the value of the amounts he or she elects to convert. (h) Election to Receive Stock Options. Each Eligible Executive or Non-Employee Director shall be granted Stock Options subject to the following terms and conditions: (i) Stock Options Converted from Salary. On the last day of any calendar year for which a Participant has elected to convert Salary to Stock Options (the "Option Grant Date"), the entire amount of Salary elected by the Participant on the Participant's Election Form for Salary to be converted to Stock Options shall be converted. (ii) Stock Options Converted from Bonus. On the last day of any calendar year for which a Participant has elected to convert Annual Bonus to Stock Options (the "Option Grant Date"), the entire amount of Annual Bonus elected by the Participant on the Participant's Election Form for Bonus to be converted to Stock Options shall be converted. (iii) Stock Options Converted from Annual Compensation. On the last day of any calendar year for which a Participant has elected to convert Annual Compensation to Stock Options (the "Option Grant Date"), the entire amount of Annual Compensation elected by the Participant on the Participant's Election Form for Annual Compensation to be converted to Stock Options shall be converted. (iv) Exercise Price of Stock Options. The exercise price per share of Stock under each Stock Option granted pursuant to this Section 10 shall, at the election of the Optionee as indicated on the Optionee's Election Form for Salary, Election Form for Bonus or Election Form for Annual Compensation, be either 100% of the Fair Market Value per share of Stock on the Option Grant Date, or a lesser percentage (but not less than 75%) of the Fair Market Value per share of Stock on the Option Grant Date, such lesser percentage to be determined by the Committee from time to time. Such election forms shall indicate the percentage of such Stock Options to be granted at each Exercise Price, which choice may affect the number of Stock Options to be received pursuant to this Section 10(h). (i) Number and Terms of Options. The number of shares of Stock subject to a Stock Option granted pursuant to

this Section 10 shall be the number of whole shares equal to A divided by B, where: A = the total dollar amount which the Eligible Executive or Non-Employee Director has elected pursuant to Section 10(h) to convert to Stock Options; and 12

B = the per share value of a Stock Option on the Option Grant Date, as determined by the Committee using any recognized option valuation model selected by the Committee in its discretion (such value to be expressed as a percentage of the Fair Market Value per share of the Stock on the Option Grant Date). In determining the number of shares subject to a Stock Option, (i) the Committee may designate the assumptions to be used in the selected option valuation model and (ii) any fraction of a share will be rounded up to the next whole number of shares. (j) Exercise of Stock Options. Each Stock Option shall be first exercisable, cumulatively, as to 10% commencing on the each of the first through tenth anniversaries of the Option Grant Date; provided, however, that any Stock Option held by a Covered Employee shall not be exercisable before the first day of the calendar year immediately following the year in which the Optionee ceased to be a Covered Employee. An Optionee's death or other termination of employment or directorship shall not shorten the term of any outstanding Stock Option obtained under this Section 10. In no event shall the period of time over which the Stock Option obtained in this Section 10 may be exercised exceed the longer of (i) eleven years from the Option Grant Date, or (ii) the thirtieth (30th) day of the calendar year immediately following the year in which an Optionee ceased to be a Covered Employee. A Stock Option obtained under this Section 10, or portion thereof, may be exercised, in whole or in part, only with respect to whole shares. Shares shall be issued to the Optionee pursuant to the exercise of a Stock Option obtained under this Section 10 only upon receipt by the Company from the Optionee of payment in full in cash of the aggregate purchase price for the shares subject to the Stock Option or portion thereof being exercised. (k) Accelerated Vesting. Notwithstanding the normal vesting schedule set forth in Section 10(j) of this Plan, any and all outstanding Options obtained under this Section 10 shall become immediately exercisable upon the first to occur of (i) the death of the Optionee, (ii) the Normal Retirement of the Optionee, (iii) the occurrence of a Change in Control or (iv) the unanimous determination by the Committee that a particular Stock Option or Options shall become fully exercisable. Upon acceleration, an Option will remain exercisable for the remainder of its original term. (l) Stock Option Award Notice. Each Stock Option granted under this Section 10 shall be evidenced by a Stock Option Award Notice which shall be executed by an authorized officer of the Company. Such Award Notice shall contain provisions regarding (a) the number of shares of Stock that may be issued upon exercise of the Stock Option, (b) the exercise price per share of Stock of the Option and the means of payment therefor, (c) the term of the Stock Option and (d) such other terms and conditions not inconsistent with the Plan as may be determined from time to time by the Committee. (m) Transferability of Options. Participants may transfer Stock Options granted under this Section 10 only as provided by the Committee. SECTION 11. Loan Provisions. With the consent of the Committee, the Company may make, or arrange for, a loan or loans to a Participant with respect to the exercise of any Stock Option granted under the Plan and/or with respect to the payment of the purchase price, if any, of any Restricted Stock awarded under this Plan. The Committee shall have full authority to decide whether to make a loan or loans under this Plan and to determine the amount, term and provisions of any such loan or loans, including the interest rate to be charged in respect of any such loan or loans, whether the loan or loans are to be with or without recourse against the borrower, the terms on which the loan is to be repaid and the conditions, if any, under which the loan or loans may be forgiven. Notwithstanding the foregoing, in no event shall the Company make, or arrange for, any loan or loans to a Participant who is an executive officer or director of the Company, or who is otherwise prohibited under the provisions of the Sarbanes-Oxley Act or any other law or regulation, from receiving loans or other extensions of credit from the Company. SECTION 12. Amendments and Termination. The Board may amend, alter or discontinue the Plan, but no amendment, alteration, or discontinuation shall be made which would impair the right of an 13

Optionee or Participant under a Stock Option, Director Stock Option, Stock Appreciation Right, Restricted Stock or Deferred Stock award granted before such amendment, alteration or discontinuation, without the Optionee's or Participant's consent. Amendments may be made without stockholder approval except as required to satisfy Rule 16b-3 under the Exchange Act, Sections 162(m) and 422 of the Code, stock exchange listing requirements or other regulatory requirements. The Committee may amend the terms of any award or option granted before such amendment, prospectively or retroactively, but no such amendment shall impair the rights of any holder without his or her consent. The Committee may also substitute new Stock Options for previously granted Stock Options including options granted under the Prior Plan applicable to a Participant and previously granted Stock Options having higher exercise prices. SECTION 13. Unfunded Status of the Plan. The Plan is intended to constitute an "unfunded" plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant or Optionee by the Company, nothing set forth in this Plan shall give any such Participant or Optionee any rights that are greater than those of a general creditor of the Company. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Stock or payments in lieu of or with respect to awards under the Plan, provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan. SECTION 14. Change of Control. The following acceleration and valuation provisions shall apply in the event of a "Change of Control" or "Potential Change of Control," as defined in this Section: (a) In the event of a "Change of Control," unless otherwise determined by the Committee in writing at or after grant, but prior to the occurrence of such Change of Control, or, if and to the extent so determined by the Committee in writing at or after grant (subject to any right of approval expressly reserved by the Committee at the time of such determination) in the event of a "Potential Change of Control," as defined in paragraph (c) of this Section: (i) any Stock Appreciation Rights and any Stock Options awarded under the Plan not previously exercisable and vested shall become fully exercisable and vested; (ii) the restrictions and deferral limitations applicable to any Restricted Stock and Deferred Stock awards under the Plan shall lapse and such shares and awards shall be deemed fully vested; and (iii) the value of all outstanding Stock Options, Director Stock Options, Stock Appreciation Rights, Restricted Stock and Deferred Stock Awards, shall, to the extent determined by the Committee at or after grant, be settled on the basis of the "Change of Control Price" (as defined in paragraph (d) of this Section) as of the date the Change of Control occurs or Potential Change of Control is determined to have occurred, or such other date as the Committee may determine prior to the Change of Control or Potential Change of Control. In the sole discretion of the Committee, such settlements may be made in cash or in stock, as shall be necessary to effect the desired accounting treatment for the transaction resulting in the Change of Control. In addition, any Stock Option, Director Stock Option and Stock Appreciation Right which has been outstanding for less than six months shall be settled solely in stock. (b) [Reserved] (c) For purposes of paragraph (a) of this Section 14, a "Potential Change of Control" means the happening of any of the following: (i) the entering into an agreement by the Company, the consummation of which would result in a Change of Control of the Company as defined in Section 1 of the Plan; or

(ii) the acquisition of beneficial ownership, directly or indirectly, by any entity, person or group (other than the Company or a Subsidiary or any Company employee benefit plan) of securities of the Company 14

representing 5 percent or more of the combined voting power of the Company's outstanding securities and the adoption by the Board of a resolution to the effect that a Potential Change of Control of the Company has occurred for purposes of this Plan. (d) For purposes of this Section, "Change of Control Price" means the highest price per share paid in any transaction reported on the Over the Counter Bulletin Board, or paid or offered in any transaction related to a potential or actual Change of Control of the Company at any time during the preceding sixty day period as determined by the Committee, except that (i) in the case of Incentive Stock Options and Stock Appreciation Rights relating to Incentive Stock Options, such price shall be based only on transactions reported for the date on which the Committee decides to "cash out" such options and (ii) in the case of Director Stock Options, the sixty day period shall be the period immediately prior to the Change of Control. SECTION 15. Limitations on Payments. (a) Notwithstanding Section 14 above or any other provision of this Plan or any other agreement, arrangement or plan, in no event shall the Company pay or be obligated to pay any Plan participant an amount which would be an Excess Parachute Payment except as provided in Section 15(f) below and except as the Committee specifically provides otherwise in the Participant's grant agreement. For purposes of this Agreement, the term "Excess Parachute Payment" shall mean any payment or any portion thereof which would be an "excess parachute payment" within the meaning of Section 280G(b)(1) of the Code, and would result in the imposition of an excise tax under Section 4999 of the Code, in the opinion of tax counsel selected by the Company ("Tax Counsel"). In the event it is determined that an Excess Parachute Payment would result if the full acceleration of vesting and exercisability provided in Section 14 above were made (when added to any other payments or benefits contingent on a change of control under any other agreement, arrangement or plan), the payments due under Section 15(a) shall be reduced to the minimum extent necessary to prevent an Excess Parachute Payment; then, if necessary to prevent an Excess Parachute Payment, benefits or payments under any other plan, agreement or arrangement shall be reduced. If it is established pursuant to a final determination of a court or an Internal Revenue Service administrative appeals proceeding that, notwithstanding the good faith of the participant and the Company in applying the terms of this Section 14(a), a payment (or portion thereof) made is an Excess Parachute Payment, then, the Company shall pay to the participant an additional amount in cash (a "Gross-Up Payment") equal to the amount necessary to cause the amount of the aggregate after-tax compensation and benefits received by the participant hereunder (after payment of the excise tax under Section 4999 of the Code with respect to any Excess Parachute Payment, and any state and federal income taxes with respect to the Gross-Up Payment) to be equal to the aggregate after-tax compensation and benefits he would have received as if Sections 280G and 4999 of the Code had not been enacted. (b) Subject to the provisions of Section 15(c) below, the amount of any Gross-Up Payment and the assumptions to be utilized in arriving at such amount, shall be determined by a nationally recognized certified public accounting firm designated by the Company (the "Accounting Firm"). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to Section 15(a), shall be paid by the Company to the Participant within five days after the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and participant. (c) Participant shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by Company of a Gross-Up Payment. Such notification shall be given no later than ten business days after Participant is informed in writing of such claim and shall apprise the Company of the nature of the claim and the date of requested payment. Participant shall not pay the claim prior to the expiration of the thirty day period following the date on which it gives notice to the Company. If the Company notifies Participant in writing prior to the expiration of the period that it desires to contest such claim, Participant shall: (i) give the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney selected by the Company and reasonably acceptable to Participant; (iii) cooperate with the Company in good faith in order to effectively contest such claim; and

(iv) permit the Company to participate in any proceedings relating to such claim. 15

Without limitation on the foregoing provisions of this Section 15(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Participant to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Participant agrees to prosecute such contest to a determination before any administration tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold participant harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of the contest; provided, further, that if the Company directs participant to pay any claim and sue for a refund, the Company shall advance the amount of the payment to Participant, on an interest-free basis, and shall indemnify and hold participant harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to the advance or with respect to any imputed income with respect to the advance. (d) In the event that the Company exhausts its remedies pursuant to Section 15(c) and Participant thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Gross-Up Payment required and such payment shall be promptly paid by the Company to or for the benefit of participant. (e) If, after the receipt of Participant of an amount advanced by the Company pursuant to Section 15(c), Participant becomes entitled to receive any refund with respect to such claim, Participant shall promptly after receiving such refund pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Participant of an amount advanced by the Company pursuant to Section 15(c), a determination is made that Participant shall not be entitled to any refund with respect to such claim and the Company does not notify Participant in writing of its intent to contest such denial of refund prior to the expiration of thirty days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (f) Notwithstanding the foregoing, the limitation set forth in Section 15(a) shall not apply to a Participant if in the opinion of Tax Counsel or the Accounting Firm (i) the total amounts payable to the Participant hereunder and under any other agreement, arrangement or plan as a result of a change of control (calculated without regard to the limitation of Section 15(a)), reduced by the amount of excise tax imposed on the participant under Code Section 4999 with respect to all such amounts and reduced by the state and federal income taxes on amounts paid in excess of the limitation set forth in Section 15(a), would exceed (ii) such total amounts payable after application of the limitation of Section 15(a). No Gross-Up Payment shall be made in such case. SECTION 16. General Provisions. (a) All certificates for shares of Stock delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Commission, any stock exchange upon which the Stock is then listed, and any applicable Federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. (b) Nothing set forth in the Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of the Plan shall not confer upon any director, officer, consultant or employee of the Company, any Subsidiary or any Affiliate, any right to continued employment (or, in the case of a consultant or director, continued retention as a consultant or director) with the Company, a Subsidiary or an Affiliate, as the case may be, nor shall it interfere in any way with the right of the Company, a Subsidiary or an Affiliate to terminate the employment of any of its employees at any time. (c) Each Participant shall, no later than the date as of which the value of an award first becomes includible in the gross income of the participant for Federal income tax purposes, pay to the Company, or make

16

arrangements satisfactory to the Committee, in its sole discretion, regarding payment of, any Federal, FICA, state or local taxes of any kind required by law to be withheld with respect to the award. The obligations of the Company under the Plan shall be conditional on such payment or arrangements. The Committee may permit or require, in its sole discretion, Participants to elect to satisfy their Federal, and where applicable, FICA, state and local tax withholding obligations with respect to all awards other than Stock Options which have related Stock Appreciation Rights by the reduction, in an amount necessary to pay all said withholding tax obligations, of the number of shares of Stock or amount of cash otherwise issuable or payable to said Participants in respect of an award. The Company and, where applicable, its Subsidiaries and Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes owed hereunder by a participant from any payment of any kind otherwise due to said participant. (d) At the time of grant or purchase, the Committee (of the Board in the case of Stock Options granted under Section 6) may provide in connection with any grant or purchase made under the Plan that the shares of Stock received as a result of such grant or purchase shall be subject to a right of first refusal, pursuant to which the Participant shall be required to offer to the Company any shares that the Participant wishes to sell, with the price being the then Fair Market Value of the Stock, subject to the provisions of Section 14 of this Plan and to such other terms and conditions as the Committee may specify at the time of grant. (e) No member of the Board or the Committee, nor any officer or employee of the Company acting on behalf of the Board or the Committee, shall be personally liable for any action, determination or interpretation taken or made in good faith with respect to the Plan, and all members of the Board or the Committee and each and any officer or employee of the Company acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, determination or interpretation. (f) In the event that any provision of the Plan or any related Stock Option Award Notice is held to be invalid, void or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provision of the Plan or any related Stock Option Award Notice. (g) The rights and obligations under the Plan and any related agreements shall inure to the benefit of, and shall be binding upon the Company, its successors and assigns, and the Participants and their beneficiaries and permitted assigns. (h) Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Plan. (i) The Plan shall be construed, governed and enforced in accordance with the law of Delaware, except as such laws are preempted by applicable federal law. SECTION 17. Effective Date of Plan. The Plan shall be effective on the date it is approved by a majority vote of the Company's stockholders. SECTION 18. Term of Plan. The Plan will be unlimited in duration and, in the event of termination of the Plan, will remain in effect as long as any benefits granted under the Plan remain outstanding; provided, however, that no Incentive Stock Option may be granted more than ten years after the date of the approval of the Plan by the shareholders of the Company. 17

Exhibit 10.3 STOCK OPTION AGREEMENT THIS AGREEMENT (this "Agreement"), effective as of October 21, 2003, is made and entered into by and between Atomic Paintball, Inc., a Texas corporation (the "Company"), and Barbara J. Smith (the "Optionee"). WHEREAS, the Company has awarded the non-qualified stock option described in this Agreement (the "Option") to the Optionee; WHEREAS, the parties hereto desire to evidence in writing the terms and conditions of the Option. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained, and as an inducement to the Optionee to continue as an employee of the Company or its subsidiaries and to promote the success of the business of the Company and its subsidiaries, the parties hereby agree as follows: 1. Grant of Option. The Company hereby grants to the Optionee, upon the terms and subject to the conditions, limitations and restrictions set forth in this Agreement, and effective as of the date of this Agreement (the "Date of Grant"), an Option to acquire up to 600,000 shares of Common Stock, at an exercise price per share of $0.25. The Optionee hereby accepts the Option from the Company. 2. Vesting. The shares of Common Stock underlying the Option shall vest as follows: 360,000 shares on October 21, 2003 60,000 shares on October 21, 2004 60,000 shares on October 21, 2005 60,000 shares on October 21, 2006 60,000 shares on October 21, 2007 3. Exercise. In order to exercise the Option with respect to any vested portion, the Optionee shall provide written notice to the Company at its principal executive office. At the time of exercise, the Optionee shall pay to the Company the exercise price per share set forth in Section 1 times the number of vested shares as to which the Option is being exercised. The Optionee shall make such payment in cash, check or at the Company's option in its sole discretion, by the delivery of shares of Common Stock having a fair market value on the date immediately preceding the exercise date equal to the aggregate exercise price. If the Option is exercised in full, the Optionee shall surrender this Agreement to the Company for cancellation. If the Option is exercised in part, the Optionee shall surrender this Agreement to the Company so that the Company may make appropriate notation hereon or cancel this Agreement and issue a new agreement representing the unexercised portion of the Option. 4. Who May Exercise. The Option shall be exercisable only by the Optionee, except in the case of death or disability (determined by the Company in it sole 1

discretion). To the extent exercisable after the Optionee's death or disability, the Option shall be exercised only by the Optionee (in case of a disability) or the Optionee's representatives, executors, successors or beneficiaries. 5. Expiration of Option. The Option shall expire, and shall not be exercisable with respect to any vested portion as to which the Option has not been exercised, on the first to occur of: (a) the tenth anniversary of the Date of Grant; (b) 30 days after the date of termination of the Optionee's employment with the Company for any reason other than death or disability; or (c) one year after any termination of the Optionee's employment with the Company if such termination is due to the death or disability of the Optionee. The Option shall expire, and shall not be exercisable, with respect to any unvested portion, immediately upon the termination of the Optionee's employment with the Company for any reason, including death or disability. 6. Tax Withholding. Any provision of this Agreement to the contrary notwithstanding, the Company may take such steps as it deems necessary or desirable for the withholding of any taxes that it is required by law or regulation of any governmental authority, federal, state or local, domestic or foreign, to withhold in connection with any of the shares of Common Stock subject hereto. 7. Transfer of Option. The Optionee shall not, directly or indirectly, sell, transfer, pledge, encumber or hypothecate ("Transfer") any unvested portion of the Option or the rights and privileges pertaining thereto. In addition, the Optionee shall not, directly or indirectly, Transfer any vested portion of the Option other than by will or the laws of descent and distribution. Any permitted transferee to whom the Optionee shall Transfer the Option shall agree to be bound by this Agreement. Neither the Option nor the underlying shares of Common Stock is liable for or subject to, in whole or in part, the debts, contracts, liabilities or torts of the Optionee, nor shall they be subject to garnishment, attachment, execution, levy or other legal or equitable process. 8. Certain Legal Restrictions. The Company shall not be obligated to sell or issue any shares of Common Stock upon the exercise of the Option or otherwise unless the issuance and delivery of such shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the requirements of any stock exchange upon which shares of the Common Stock may then be listed. As a condition to the exercise of the Option or the sale by the Company of any additional shares of Common Stock to the Optionee, the Company may require the Optionee to make such representations and warranties as may be necessary to assure the availability of an exemption from the registration requirements of applicable federal or state securities laws. The Company shall not be liable for refusing to sell or issue any shares if the Company cannot obtain authority from the appropriate regulatory bodies deemed by the Company to be necessary to lawfully sell or issue such shares. In addition, the Company shall have no obligation to the Optionee, express or implied, to list, register or otherwise qualify any of the Optionee's shares of Common Stock. The shares of Common Stock issued upon the exercise of the Option may not be transferred except in accordance with applicable federal or state securities laws. At the Company's option, the certificate evidencing shares of Common Stock issued to the Optionee may be legended as follows: 2

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR PLEDGED EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. 9. Miscellaneous. (a) The granting of the Option shall impose no obligation upon the Optionee to exercise the Option or any part thereof. Nothing contained in this Agreement shall affect the right of the Company to terminate the Optionee at any time, with or without cause, or shall be deemed to create any rights to employment on the part of the Optionee. (b) The rights and obligations arising under this Agreement are not intended to and do not affect the employment relationship that otherwise exists between the Company and the Optionee, whether such employment relationship is at will or defined by an employment contract. (c) Neither the Optionee nor any person claiming under or through the Optionee shall be or shall have any of the rights or privileges of a shareholder of the Company in respect of any of the shares issuable upon the exercise of the Option herein unless and until certificates representing such shares shall have been issued and delivered to the Optionee or such Optionee's agent. (d) Any notice to be given to the Company under the terms of this Agreement or any delivery of the Option to the Company shall be addressed to the Company at its principal executive offices, and any notice to be given to the Optionee shall be addressed to the Optionee at the address set forth in the Company's records, or at such other address for a party as such party may hereafter designate in writing to the other. Any such notice shall be deemed to have been duly given if mailed, postage prepaid, addressed as aforesaid. (e) Subject to the limitations in this Agreement on the transferability by the Optionee of the Option and any shares of Common Stock, this Agreement shall be binding upon and inure to the benefit of the representatives, executors, successors or beneficiaries of the parties hereto. (f) The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Texas and the United States, as applicable, without reference to the conflict of laws provisions thereof. (g) If any provision of this Agreement is declared or found to be illegal, unenforceable or void, in whole or in part, then the parties shall be relieved of all obligations arising under such provision, but only to the extent that it is illegal, unenforceable or void, it being the intent and agreement of the parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while 3

preserving its intent or, if that is not possible, by substituting therefor another provision that is legal and enforceable and achieves the same objectives. (h) All section titles and captions in this Agreement are for convenience only, shall not be deemed part of this Agreement, and in no way shall define, limit, extend or describe the scope or intent of any provisions of this Agreement. (i) The parties shall execute all documents, provide all information, and take or refrain from taking all actions as may be necessary or appropriate to achieve the purposes of this Agreement. (j) This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supercedes all prior agreements and understandings pertaining thereto. (k) No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition. (l) This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. (m) At any time and from time-to-time, the Company may execute an instrument providing for modification, extension or renewal of any outstanding option, provided that no such modification, extension or renewal shall impair the Option in any respect without the consent of the holder of the Option. Except as provided in the preceding sentence, no supplement, modification or amendment of this Agreement or waiver or any provision of this Agreement shall be binding unless executed in writing by all parties to this Agreement. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision of this Agreement (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided. (n) In addition to all other rights or remedies available at law or in equity, the Company shall be entitled to injunctive and other equitable relief to prevent or enjoin any violation of the provisions of this Agreement. 4

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. COMPANY: Atomic Paintball, Inc.
By: /s/ Barbara J. Smith Barbara J. Smith President

OPTIONEE:
/s/ Barbara J. Smith Barbara J. Smith

5

Exhibit 10.4 STOCK OPTION AGREEMENT THIS AGREEMENT (this "Agreement"), effective as of October 21, 2003, is made and entered into by and between Atomic Paintball, Inc., a Texas corporation (the "Company"), and Alton K. Smith (the "Optionee"). WHEREAS, the Company has awarded the non-qualified stock option described in this Agreement (the "Option") to the Optionee; WHEREAS, the parties hereto desire to evidence in writing the terms and conditions of the Option. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained, and as an inducement to the Optionee to continue as an employee of the Company or its subsidiaries and to promote the success of the business of the Company and its subsidiaries, the parties hereby agree as follows: 1. Grant of Option. The Company hereby grants to the Optionee, upon the terms and subject to the conditions, limitations and restrictions set forth in this Agreement, and effective as of the date of this Agreement (the "Date of Grant"), an Option to acquire up to 400,000 shares of Common Stock, at an exercise price per share of $0.25. The Optionee hereby accepts the Option from the Company. 2. Vesting. The shares of Common Stock underlying the Option shall vest as follows: 240,000 shares on October 21, 2003 40,000 shares on October 21, 2004 40,000 shares on October 21, 2005 40,000 shares on October 21, 2006 40,000 shares on October 21, 2007 3. Exercise. In order to exercise the Option with respect to any vested portion, the Optionee shall provide written notice to the Company at its principal executive office. At the time of exercise, the Optionee shall pay to the Company the exercise price per share set forth in Section 1 times the number of vested shares as to which the Option is being exercised. The Optionee shall make such payment in cash, check or at the Company's option in its sole discretion, by the delivery of shares of Common Stock having a fair market value on the date immediately preceding the exercise date equal to the aggregate exercise price. If the Option is exercised in full, the Optionee shall surrender this Agreement to the Company for cancellation. If the Option is exercised in part, the Optionee shall surrender this Agreement to the Company so that the Company may make appropriate notation hereon or cancel this Agreement and issue a new agreement representing the unexercised portion of the Option. 4. Who May Exercise. The Option shall be exercisable only by the Optionee, except in the case of death or disability (determined by the Company in it sole 1

discretion). To the extent exercisable after the Optionee's death or disability, the Option shall be exercised only by the Optionee (in case of a disability) or the Optionee's representatives, executors, successors or beneficiaries. 5. Expiration of Option. The Option shall expire, and shall not be exercisable with respect to any vested portion as to which the Option has not been exercised, on the first to occur of: (a) the tenth anniversary of the Date of Grant; (b) 30 days after the date of termination of the Optionee's employment with the Company for any reason other than death or disability; or (c) one year after any termination of the Optionee's employment with the Company if such termination is due to the death or disability of the Optionee. The Option shall expire, and shall not be exercisable, with respect to any unvested portion, immediately upon the termination of the Optionee's employment with the Company for any reason, including death or disability. 6. Tax Withholding. Any provision of this Agreement to the contrary notwithstanding, the Company may take such steps as it deems necessary or desirable for the withholding of any taxes that it is required by law or regulation of any governmental authority, federal, state or local, domestic or foreign, to withhold in connection with any of the shares of Common Stock subject hereto. 7. Transfer of Option. The Optionee shall not, directly or indirectly, sell, transfer, pledge, encumber or hypothecate ("Transfer") any unvested portion of the Option or the rights and privileges pertaining thereto. In addition, the Optionee shall not, directly or indirectly, Transfer any vested portion of the Option other than by will or the laws of descent and distribution. Any permitted transferee to whom the Optionee shall Transfer the Option shall agree to be bound by this Agreement. Neither the Option nor the underlying shares of Common Stock is liable for or subject to, in whole or in part, the debts, contracts, liabilities or torts of the Optionee, nor shall they be subject to garnishment, attachment, execution, levy or other legal or equitable process. 8. Certain Legal Restrictions. The Company shall not be obligated to sell or issue any shares of Common Stock upon the exercise of the Option or otherwise unless the issuance and delivery of such shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the requirements of any stock exchange upon which shares of the Common Stock may then be listed. As a condition to the exercise of the Option or the sale by the Company of any additional shares of Common Stock to the Optionee, the Company may require the Optionee to make such representations and warranties as may be necessary to assure the availability of an exemption from the registration requirements of applicable federal or state securities laws. The Company shall not be liable for refusing to sell or issue any shares if the Company cannot obtain authority from the appropriate regulatory bodies deemed by the Company to be necessary to lawfully sell or issue such shares. In addition, the Company shall have no obligation to the Optionee, express or implied, to list, register or otherwise qualify any of the Optionee's shares of Common Stock. The shares of Common Stock issued upon the exercise of the Option may not be transferred except in accordance with applicable federal or state securities laws. At the Company's option, the certificate evidencing shares of Common Stock issued to the Optionee may be legended as follows: 2

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR PLEDGED EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. 9. Miscellaneous. (a) The granting of the Option shall impose no obligation upon the Optionee to exercise the Option or any part thereof. Nothing contained in this Agreement shall affect the right of the Company to terminate the Optionee at any time, with or without cause, or shall be deemed to create any rights to employment on the part of the Optionee. (b) The rights and obligations arising under this Agreement are not intended to and do not affect the employment relationship that otherwise exists between the Company and the Optionee, whether such employment relationship is at will or defined by an employment contract. (c) Neither the Optionee nor any person claiming under or through the Optionee shall be or shall have any of the rights or privileges of a shareholder of the Company in respect of any of the shares issuable upon the exercise of the Option herein unless and until certificates representing such shares shall have been issued and delivered to the Optionee or such Optionee's agent. (d) Any notice to be given to the Company under the terms of this Agreement or any delivery of the Option to the Company shall be addressed to the Company at its principal executive offices, and any notice to be given to the Optionee shall be addressed to the Optionee at the address set forth in the Company's records, or at such other address for a party as such party may hereafter designate in writing to the other. Any such notice shall be deemed to have been duly given if mailed, postage prepaid, addressed as aforesaid. (e) Subject to the limitations in this Agreement on the transferability by the Optionee of the Option and any shares of Common Stock, this Agreement shall be binding upon and inure to the benefit of the representatives, executors, successors or beneficiaries of the parties hereto. (f) The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Texas and the United States, as applicable, without reference to the conflict of laws provisions thereof. (g) If any provision of this Agreement is declared or found to be illegal, unenforceable or void, in whole or in part, then the parties shall be relieved of all obligations arising under such provision, but only to the extent that it is illegal, unenforceable or void, it being the intent and agreement of the parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while 3

preserving its intent or, if that is not possible, by substituting therefor another provision that is legal and enforceable and achieves the same objectives. (h) All section titles and captions in this Agreement are for convenience only, shall not be deemed part of this Agreement, and in no way shall define, limit, extend or describe the scope or intent of any provisions of this Agreement. (i) The parties shall execute all documents, provide all information, and take or refrain from taking all actions as may be necessary or appropriate to achieve the purposes of this Agreement. (j) This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supercedes all prior agreements and understandings pertaining thereto. (k) No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition. (l) This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. (m) At any time and from time-to-time, the Company may execute an instrument providing for modification, extension or renewal of any outstanding option, provided that no such modification, extension or renewal shall impair the Option in any respect without the consent of the holder of the Option. Except as provided in the preceding sentence, no supplement, modification or amendment of this Agreement or waiver or any provision of this Agreement shall be binding unless executed in writing by all parties to this Agreement. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision of this Agreement (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided. (n) In addition to all other rights or remedies available at law or in equity, the Company shall be entitled to injunctive and other equitable relief to prevent or enjoin any violation of the provisions of this Agreement. 4

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. COMPANY: Atomic Paintball, Inc.
By: /s/ Barbara J. Smith Barbara J. Smith President

OPTIONEE:
/s/ Alton K. Smith Alton K. Smith

5

Exhibit 10.5 SUBSCRIPTION AGREEMENT Atomic Paintball, Inc. 219 Josey Lane Red Oak, Texas 75154 The undersigned (the "Purchaser") hereby tenders this subscription and applies to purchase from Atomic Paintball, Inc. (the "Company") Series A Preferred Stock at a purchase price of $0.25 per share as set forth on the following page. The undersigned hereby tenders a certified check (payable to the order of "Atomic Paintball, Inc. -Special Account") in the amount set forth on the following page. The undersigned hereby represents and warrants to, and covenants with the Company as follows: 1. Relationship to Company; Investment Sophistication. The undersigned either has (a) a pre-existing personal or business relationship with the Company, or (b) such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of an investment in the Common Stock and of making an informed investment decision. 2. Investor Qualifications. Please initial and complete whichever of the following statements applies to you: Accredited Investors (a)-(c): _____ (a) I certify that I am an "accredited investor" because my individual income from all sources for each of the two most recently ended calendar years exceeded $200,000 or, together with that of my spouse, exceeded $300,000, and I reasonably expect that my income from all sources for the current year will be individually in excess of $200,000 or, together with that of my spouse, will exceed $ 300,000. _____(b) I certify that I am an "accredited investor" because I have an individual net worth, or I and my spouse have a joint net worth, in excess of $1,000,000. ______(c) Purchaser is not a natural person and Purchaser certifies that it is an "accredited investor" because it meets one of the qualifying conditions specified in Regulation D, which is specifically that Purchaser is:

(d)Purchaser is a corporation or partnership and each of its shareholders or partners meets at least one of the following conditions: (A) each shareholder or partner is a natural person who falls within at least one of the categories described in 2 (a) or (b) above; or (B) each shareholder or partner is a corporation, partnership or other entity which meets the description of at least one of the organizations in 2(d)(A) above. 3. Investment risk; Access to Information. The undersigned has been informed and is aware that an investment in the Company's Preferred Stock involves a degree of risk and speculation, including the risk of losing the entire investment, and has carefully read and considered in their entirety the Risk Factors set forth in Annex A attached to this Subscription Agreement and made a part hereof for all purposes. The undersigned understands that there are no guarantees of a return on an investment in the Preferred Stock or the Common Stock into which it is convertible. The undersigned has been afforded an opportunity to meet with the Company's management and to ask and to receive answers to any questions about this offering and the business and affairs of the Company and to obtain any additional information which the Company possesses, or which it can acquire without unreasonable effort and expense, that may be necessary to verify the accuracy of information desired by the undersigned. 4. Purchase for Own Account. The Preferred Stock is being acquired by the undersigned for the personal account of the undersigned for investment only and not with a view to, or for resale in connection with any distribution thereof or of any interest therein, and no one else has any beneficial ownership or interest in the Preferred Stock being acquired by the undersigned (except as set forth below) nor is any Preferred Stock to be subject to any lien or pledge. 5. Lack of Liquidity; Restrictions on Transfer. (a) The undersigned understands and agrees that the Preferred Stock (and the Common Stock into which it is convertible) will be subject to significant restrictions on transferability, cannot be transferred or assigned except in certain limited circumstances, that there will be no public market therefore; and, accordingly, that it may not be possible to the undersigned readily, if at all, to liquidate the undersigned's investment in the Preferred Stock (or the Common Stock into which it is convertible). The undersigned represents that the undersigned can afford to bear the risks of an investment in the Preferred Stock for an indefinite period of time, and has adequate means of providing for the undersigned's current financial needs and contingencies. The undersigned understands and acknowledges that the Preferred Stock is being offered and sold pursuant to one or more exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and from the registration or qualification requirements of applicable state securities laws. (b) Purchaser understands that Purchaser must bear the economic risk of an investment in the Shares indefinitely because none of the Shares may be sold, pledged or otherwise transferred unless subsequently registered under the 2

Securities Act and applicable state securities laws or unless an exemption from registration is available; that there is no market for the Shares and it is unlikely one will develop; and that each certificate representing the Shares will bear substantially the following legend until such restriction is no longer required by law: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF ALL SUCH LAWS. THE TRANSFER OF THE SECURITIES IS FURTHER RESTRICTED BY THE COMPANY'S ARTICLES OF INCORPORATION, AS AMENDED, AND THE CERTIFICATE OF DESIGNATIONS, COPIES OF WHICH ARE AVAILABLE WITHOUT COST UPON WRITTEN REQUEST AT THE COMPANY'S PRINCIPAL OFFICES. 6. Governing Law; Binding Effect. This Subscription Agreement shall be governed by, and interpreted in accordance with, the law of the State of Texas. This Subscription Agreement shall survive the death or disability of the undersigned, and shall be binding on his or her heirs or successors in interest. 7. Limitation of Liability. The Company and the Purchaser acknowledge that Subsection N of Section 33 of the Texas Securities Act (entitled Limitation of Liability in Small Business Issuances) limits the potential liability of a person who has been engaged to provide services relating to offers of securities such as the issuance of the Shares by the Company to the Purchaser to three times the fee paid by the issuer or other seller to the person for the services, unless the trier of fact finds the person engaged in intentional wrongdoing in providing the services. The Company and the Purchaser agree that this limitation of potential liability shall apply to this offering of the Shares and that this required disclosure was provided. 8. Piggyback Registration Rights. If any Shares of Preferred Stock, or shares of Common Stock into which such shares have been converted (collectively, the "Registrable Securities"), are outstanding and held by the Purchaser, the Company shall use its best efforts to include the Registrable Shares in any registration statement filed by the Company with the Securities and Exchange Commission (other than a registration statement on Form S-8 or Form S-4) to the extent requisite to permit the public offering and sale of the Registrable Securities and will use its reasonable efforts to cause such registration statement to become effective as promptly as practicable. Notwithstanding the foregoing, the Company or the managing underwriter, if any, of such offering may elect to exclude all or a portion of the Registrable Securities if the offering of such Registrable Securities would adversely affect the market for the Company's securities or the Company's business plans. As used herein, the "Registrable Securities" shall mean the Registrable Securities that have not 3

been previously sold or that may not be resold pursuant to Rule 144 promulgated under the Securities Act or other available exemption. Notwithstanding the foregoing, the Company shall not in any event be required to keep any such registration or qualification in effect for a period in excess of two years from the date on which the Purchaser acquires the Preferred Stock. In connection with registration of securities pursuant to this Agreement, the Company shall bear all expenses incurred in connection with such registration statement, except that the Purchaser shall pay all fees and expenses with respect to its shares, including broker/dealer commissions, underwriting discounts, the expenses of such underwriter, fees and disbursements of counsel of Purchaser and any stock transfer taxes incurred with respect of the Registrable Securities of Purchaser. [SIGNATURE PAGE FOLLOWS] 4

IN WITNESS WHEREOF, the undersigned executes and agrees to be bound by this Subscription Agreement. Date: _______, 2003 $_____________ ___________ Purchase Price Shares of Preferred Stock
______________________________ Signature U.S. Citizenship:Yes:____ No:_____

______________________________ Signature of Spouse

______________________________ Name(s) of Owner(s) (Print) ______________________________

If Joint Ownership, Check one:

______________________________ Address of Primary Residence ______________________________ City State Zip ______________________________ ______________________________ Social Security Number(s) (or Tax Id No.)

____Joint Tenants, with Rights of Survivorship ____Tenants in Common ____Community Property

Entity Purchaser Name of Entity:______________________________ By: ______________________________ Name: ______________________________ Title: ______________________________ Tax Id No.______________________________ ACCEPTED BY ATOMIC PAINTBALL, INC.: By: Barbara J. Smith Date:______________________________ Title: President 5

Annex A RISK FACTORS An investment in the shares involves a high degree of risk, including a risk of loss of an investor's entire investment in Atomic Paintball, Inc. Prospective investors should consider carefully the following risk factors before purchasing any shares. We are a development stage company, with no significant history of operations. We were incorporated on May 8, 2001, and are, therefore, a start up company with very little operating history or revenues. We need to receive substantially all of the maximum proceeds of this offering to proceed with our business plan. Even if we sell all of the shares offered, we will not have significant funds to conduct business. We are only seeking to raise $100,000. As a result, we will still be considered an extremely small company, even if we sell all of the stock we are trying to sell. Because we will have so little money, any financial reversal could totally wipe out any reserve we had hoped to have. Competition in the Paintball industry is increasing and will continue to increase as the sagging economy continues to rebound and we may not be able to compete and survive. If we fail to attract and retain a customer base we will not develop significant revenues or market share. We will compete with a variety of other outdoor entertainment venues; including well established paintball fields, speedways, and dirt tracks, many of which have much more money then we do. Because this is a "best efforts" offering, we have no assurances that any of our stock will be sold. This offering is being conducted on a "best efforts"; basis. As such, no assurances are given as to what level of proceeds, if any, will be obtained. In the event we fail to obtain all or substantially all of the proceeds sought in this offering, our ability to effectuate our business plan will be materially adversely affected, and investors may lose all or substantially all of their investment. No assurances are given that the subscription proceeds that may be received by us will be sufficient to sustain our operations prior to our anticipated receipt of revenues from customers. We have no underwriters so no other party with a financial interest has reviewed this offering for fairness. We are offering these shares through our sole director and officer and are not using an underwriter. As a result, no other person sophisticated in financial affairs has reviewed this offering to determine if it is fair or if our business plan makes financial sense. We may fail to remain a going concern. Our independent certified public accountants have pointed out that we have an accumulated deficit and negative working capital such that our ability to continue as a going concern is dependent upon obtaining additional capital and financing for our planned principal operations. We are conducting this offering to generate the capital necessary to finance at least our initial operations. As a result, our ability to continue as a going concern is dependent upon us receiving the maximum proceeds of this offering. 6

We have no history of profits and no assurances of profits ever developing. As with most development stage companies, we have experienced losses since inception. If only limited funds are raised in this offering, the risk of our financial failure is high. We have been dependent upon loans from members of management to sustain our development activities to date. In our discretion, if we receive the maximum proceeds sought to be raised, the entire principal amount of this loan, including interest, will probably be repaid. Our success will depend greatly upon our president and vice-president. Barbara J. Smith serves as both the Director as well as President and Alton K. Smith serves as Vice-president and Secretary. The loss of either of their services may hamper our ability to implement our business plan, and could cause our stock to become worthless. We will be heavily dependent upon Mrs. Smiths' entrepreneurial skills and experience to implement our business plan. Their inability to devote full time and attention to the affairs of Atomic Paintball, Inc. could hinder our growth. We do not have an employment agreement with either Barbara or Alton Smith and there is no assurance that either will continue to manage our affairs in the future. We could lose the services of both parties, or they could decide to join a competitor or otherwise compete with us directly or indirectly, having a negative affect on our business and potentially causing the price of our stock to be worthless. The services of either Barbara or Alton Smith would be difficult to replace. Both Barbara and Alton Smith have limited experience in the area of paintball or outside entertainment business on or off the Internet. Neither party is a paintball professional or entertainer by trade. We will likely need to rely on others who understand that business better than Ms. Smith. Because of this lack of experience, we may overestimate the marketability of our products and may underestimate the costs and difficulties of selling the products. These difficulties could prevent us from accurately determining the feasibility of our business plan, limiting our profitability, if any, and decreasing the value of our stock. Our management will have voting control of us, even if all of the shares offered are sold. Our management, inclusive of our board of directors, owns 400,000 shares of our outstanding common stock. After completion of this offering, assuming all of the shares offered hereby are sold, our management will continue to control at least 50% of our voting securities, without giving effect to (i) a stock option plan that the Company intends to adopt covering up 2,000,000 shares of our common stock, or (ii) any additional issuances of our common stock or other securities to management and/or others, in our management's sole discretion. As a result, our management will effectively control our affairs, including the election of all of our board of directors, the issuance of additional shares of common stock for a stock option plan or otherwise, the distribution and timing of dividends, if any, any merger or acquisition involving the Company and all other matters. 7

Because we only have two officers, the compensation of our officers will at the discretion of both parties. Because they will own 50% collectively, Barbara J. Smith 30% and Alton K. Smith 20 % of our company, jointly they will likely continue to control our board of directors. As a result, Mr. and Mrs. Smith will be entitled to establish the amount of their compensation, including the amount of any bonuses paid to them. In addition, because we do not have any independent directors, there will be no oversight of the reasonableness of any bonuses paid to either Barbara or Alton Smith or other officers, if added. Because the price at which the shares are offered is higher than our current per share value, immediate dilution of value of our stock will occur. We are authorized to issue a substantial number of shares of common stock in addition to the preferred shares comprising the shares offered hereby, as well as potentially additional shares of preferred stock in such series and with such designating rights and preferences as may be determined by our board of directors in its sole discretion. This offering itself involves immediate and substantial dilution to investors. Any securities issued in the future, including issuances to management, could reduce the proportionate ownership, economic interests and voting rights of any holders of shares of our preferred stock purchased in this offering. Because we have issued shares that may become eligible for resale under Rule 144, a large amount of our stock could be sold, potentially depressing our stock price. All of our presently outstanding shares of common stock aggregating 400,000 shares of common stock are "restricted securities"; as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant thereto or otherwise pursuant to an effective registration statement or an exemption from registration, if available, Rule 144, as amended, generally provides that a person who has satisfied a one year holding period for such restricted securities may sell, within any three-month period (provided we have become public and are current in our reporting obligations under the Exchange Act) subject to certain manner of resale provisions, an amount of restricted securities which does not exceed the greater of 1% of a company's outstanding common stock or the average weekly trading volume in such securities during the four calendar weeks prior to such sale. Barbara J. Smith and Alton K. Smith, our principal executive officers, owns an aggregate of 240,000 restricted shares for which the one year holding period expires on May 8, 2003. In addition, all of our other shareholders' common stock will be eligible to use Rule 144 on September 22, 2004. A sale of shares by such security holders, whether pursuant to Rule 144 or otherwise, may have a depressing effect upon the price of our common stock in any market that might develop. Because we do not expect to pay dividends on our preferred or common stock in the foreseeable future, shareholders may have no way to recoup any of their investment. We intend for the foreseeable future to retain earnings, if any, for the future operation and expansion of our business and do not anticipate paying dividends on our shares of common stock for the foreseeable future. 8

There is no public market for our shares and should be considered an illiquid investment. There is currently no market for any of our shares and no assurances are given that a public market for such securities will develop or be sustained if developed. As such, investors may not be able to readily dispose of any shares purchased hereby. Our stock will probably be subject to the penny stock regulations and may be more difficult to sell than other registered stock. In the event we become public, as to which there are no assurances, we will likely be subject to the penny stock regulations. Broker-dealer practices in connection with transactions in "penny stocks" are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. As our shares immediately following any public offering, if successful, will likely be subject to such penny stock rules, investors in this offering will in all likelihood find it more difficult to sell their securities.

EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the use in this Registration Statement on Form SB-2 of our report dated February 12, 2004, relating to the financial statements of Atomic Paintball, Inc. as of and for the years ended December 31, 2003 and 2002, which report includes an explanatory paragraph as to an uncertainty with respect to the Company's ability to continue as a going concern, and to the reference to our firm under the caption "Experts" in the Prospectus.
/s/ KBA Group LLP

Dallas, Texas February 27, 2004

EXHIBIT 23.2 CONSENT OF DAVID ALLEN WOOD, P.C. (INCLUDED IN EXHIBIT 5)