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

<PAGE>

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


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<PAGE>

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       One-Time Rent Payment

1-10                       $1-$10
11-20                      $11-$20
21-30                      $21-$30
31-40                      $31-$40
41-50                      $41-$50
51-60                      $51-$60
61-70                      $61-$70
71-80                      $71-$80
81-90                      $81-$90
91-100                     $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.



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<PAGE>

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.



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<PAGE>

(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.



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<PAGE>

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.



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<PAGE>

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.



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<PAGE>

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
above-mentioned  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
<PAGE>

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
<PAGE>

(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  quasi-public  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
<PAGE>

(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
<PAGE>

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
<PAGE>

(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  long-term 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
<PAGE>

(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
<PAGE>

(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.



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<PAGE>

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.


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<PAGE>

(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
<PAGE>

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.



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<PAGE>

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
<PAGE>

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: __________________________


















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