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


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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:



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          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


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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.
















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         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
































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