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                    By: /s/ Alton K. Smith
Barbara J. Smith                            Alton K. Smith
President, Atomic Paintball, Inc.           Secretary, Atomic Paintball, Inc.