Exhibit 4.4

                                 PROMISSORY NOTE

$________                                                      February 13, 2004

FOR VALUE RECEIVED, the undersigned, ____________ (the "Maker"), promises to pay
to the order of Atomic  Paintball Inc., a Texas  corporation or its assigns (the
"Payee"),  at such place as Payee may  designate in writing,  in lawful money of
the United States of America and in immediately  available  funds, the principal
sum of ____________  Dollars ($___,000) on the terms and conditions  hereinafter
set forth.

         This Note shall bear  interest at a rate of five percent (5%) per year.
No  payments  shall due  until  June 13,  2004,  at which  time the Maker  shall
commence  making six monthly  payments of principal and  interest,  and the Note
shall  mature on December  13,  2004,  at which time all  remaining  outstanding
principal and interest  shall be due and payable.  Maker shall have the right to
prepay this Note,  in whole or in part,  at any time  without  penalty.  Maker's
payment  of this  Note  shall be  secured  by the  pledge of  200,000  shares of
Preferred Stock of Atomic Paintball Inc. The undersigned  personally  guarantees
the payment of all obligations under this Note. The undersigned has entered into
a lockup agreement with the Payee.

         The entire  unpaid  principal  balance  of this Note shall  immediately
become due and payable, at the option of Payee, upon the occurrence of either of
the following  events of default (each,  an "Event of Default"):  (a) Failure by
Maker to pay all  principal  hereunder  as and when  the  same  becomes  due and
payable in accordance  with the terms hereof,  or (b) failure by Maker to comply
with any other covenant  hereunder and such failure continues for three (3) days
after written notice of such failure.

         In the event an Event of Default specified above shall occur, Payee may
proceed to protect and enforce its rights by suit in equity  and/or by action at
law or by other  appropriate  proceedings,  including the sale or disposition of
the collateral securing this Note. No delay on the part of Payee in the exercise
of any power or right under this Note,  or under any other  instrument  executed
pursuant  thereto  shall  operate  as a waiver  thereof,  nor  shall a single or
partial exercise of any other power or right preclude further exercise  thereof.
Notwithstanding  anything  to the  contrary  contained  herein,  if an  Event of
Default shall occur, all payments thereafter made hereunder shall be applied, at
the option of Payee, first to costs of collection, then to interest, and then to
principal.

         It is hereby  specially  agreed  that if this  Note is placed  into the
hands of an attorney for collection, or if proved,  established, or collected in
any court, Maker agrees to pay to Payee an amount equal to all expenses incurred
in enforcing  or  collecting  this Note,  including  court costs and  reasonable
attorneys' fees.

         Except for the notice expressly provided herein, the undersigned hereby
waives presentment for payment, notice of nonpayment,  demand, notice of demand,
protest, notice of protest, diligence in collection,  grace, and without further
notice  hereby  consents to renewals,  extensions,  or partial  payments  either
before or after maturity.

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

         In the  event  any  provision  of this  Note  is  ruled  by a court  of
competent  jurisdiction  to be invalid or illegal,  then,  and in that event the
affected provision shall be deemed to be stricken from this Note and the balance
of this Note shall remain intact and in full force and effect.

         This Note shall be governed by and  construed  in  accordance  with the
laws  of the  State  of  Texas  and  laws of the  United  States  applicable  to
transactions in Texas.

MAKER:

_____________________________



Name:  ______________________