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