Exhibit 10.5
                             SUBSCRIPTION AGREEMENT

Atomic Paintball, Inc.
219 Josey Lane
Red Oak, Texas 75154

         The undersigned (the "Purchaser")  hereby tenders this subscription and
applies to  purchase  from  Atomic  Paintball,  Inc.  (the  "Company")  Series A
Preferred  Stock at a  purchase  price of $0.25  per  share as set  forth on the
following page. The undersigned hereby tenders a certified check (payable to the
order of "Atomic  Paintball,  Inc. -Special Account") in the amount set forth on
the following  page.  The  undersigned  hereby  represents  and warrants to, and
covenants with the Company as follows:

         1.       Relationship  to  Company;   Investment  Sophistication.   The
                  undersigned either has (a) a pre-existing personal or business
                  relationship  with  the  Company,  or (b) such  knowledge  and
                  experience in financial and business matters that he or she is
                  capable of evaluating the merits and risks of an investment in
                  the  Common  Stock  and  of  making  an  informed   investment
                  decision.

         2.       Investor Qualifications. Please initial and complete whichever
                  of the following statements applies to you:

Accredited Investors (a)-(c):

_____ (a) I certify that I am an  "accredited  investor"  because my  individual
income from all sources for each of the two most recently  ended  calendar years
exceeded $200,000 or, together with that of my spouse,  exceeded $300,000, and I
reasonably  expect that my income from all sources for the current  year will be
individually  in excess of $200,000 or,  together  with that of my spouse,  will
exceed $ 300,000.

_____(b)  I  certify  that I am an  "accredited  investor"  because  I  have  an
individual  net worth,  or I and my spouse have a joint net worth,  in excess of
$1,000,000.

______(c)  Purchaser is not a natural person and Purchaser  certifies that it is
an  "accredited  investor"  because  it meets one of the  qualifying  conditions
specified in Regulation D, which is specifically that Purchaser is:

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________




<PAGE>

         (d)Purchaser   is  a  corporation  or  partnership   and  each  of  its
shareholders or partners meets at least one of the following conditions:

         (A)      each  shareholder  or  partner  is a natural  person who falls
                  within at least one of the categories described in 2(a) or (b)
                  above; or

         (B)      each  shareholder or partner is a corporation,  partnership or
                  other  entity which meets the  description  of at least one of
                  the organizations in 2(d)(A) above.

         3. Investment  risk;  Access to  Information.  The undersigned has been
informed  and is aware  that an  investment  in the  Company's  Preferred  Stock
involves  a degree of risk and  speculation,  including  the risk of losing  the
entire  investment,  and has carefully read and considered in their entirety the
Risk Factors set forth in Annex A attached to this  Subscription  Agreement  and
made a part hereof for all purposes. The undersigned  understands that there are
no guarantees of a return on an investment in the Preferred  Stock or the Common
Stock  into  which it is  convertible.  The  undersigned  has been  afforded  an
opportunity  to meet with the  Company's  management  and to ask and to  receive
answers to any questions about this offering and the business and affairs of the
Company and to obtain any additional information which the Company possesses, or
which it can  acquire  without  unreasonable  effort  and  expense,  that may be
necessary to verify the accuracy of information desired by the undersigned.

         4. Purchase for Own Account.  The Preferred  Stock is being acquired by
the undersigned for the personal  account of the undersigned for investment only
and not  with a view to,  or for  resale  in  connection  with any  distribution
thereof or of any interest therein, and no one else has any beneficial ownership
or interest in the Preferred Stock being acquired by the undersigned  (except as
set forth below) nor is any Preferred Stock to be subject to any lien or pledge.

         5. Lack of Liquidity;  Restrictions  on Transfer.  (a) The  undersigned
understands and agrees that the Preferred Stock (and the Common Stock into which
it  is   convertible)   will  be  subject   to   significant   restrictions   on
transferability,  cannot be  transferred or assigned  except in certain  limited
circumstances,  that there will be no public market therefore; and, accordingly,
that it may not be possible to the undersigned  readily, if at all, to liquidate
the  undersigned's  investment in the Preferred  Stock (or the Common Stock into
which it is  convertible).  The undersigned  represents that the undersigned can
afford  to bear  the  risks  of an  investment  in the  Preferred  Stock  for an
indefinite  period  of  time,  and  has  adequate  means  of  providing  for the
undersigned's  current  financial  needs  and  contingencies.   The  undersigned
understands and acknowledges  that the Preferred Stock is being offered and sold
pursuant to one or more  exemptions  from the  registration  requirements of the
Securities  Act of  1933,  as  amended  (the  "Securities  Act"),  and  from the
registration or qualification requirements of applicable state securities laws.

         (b) Purchaser understands that Purchaser must bear the economic risk of
an investment in the Shares indefinitely because none of the Shares may be sold,
pledged  or  otherwise  transferred  unless  subsequently  registered  under the


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<PAGE>

Securities Act and applicable  state securities laws or unless an exemption from
registration  is  available;  that  there is no market  for the Shares and it is
unlikely one will develop;  and that each  certificate  representing  the Shares
will bear substantially the following legend until such restriction is no longer
required by law:

          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, AND MAY NOT
          BE SOLD, ASSIGNED, TRANSFERRED,  PLEDGED OR OTHERWISE DISPOSED
          OF  EXCEPT IN  COMPLIANCE  WITH THE  REQUIREMENTS  OF ALL SUCH
          LAWS. THE TRANSFER OF THE SECURITIES IS FURTHER  RESTRICTED BY
          THE COMPANY'S ARTICLES OF INCORPORATION,  AS AMENDED,  AND THE
          CERTIFICATE  OF  DESIGNATIONS,  COPIES OF WHICH ARE  AVAILABLE
          WITHOUT COST UPON WRITTEN  REQUEST AT THE COMPANY'S  PRINCIPAL
          OFFICES.

         6. Governing Law; Binding Effect. This Subscription  Agreement shall be
governed by, and interpreted in accordance  with, the law of the State of Texas.
This  Subscription  Agreement  shall  survive  the  death or  disability  of the
undersigned, and shall be binding on his or her heirs or successors in interest.

         7. Limitation of Liability.  The Company and the Purchaser  acknowledge
that Subsection N of Section 33 of the Texas Securities Act (entitled Limitation
of Liability in Small Business  Issuances)  limits the potential  liability of a
person who has been engaged to provide services relating to offers of securities
such as the  issuance  of the Shares by the  Company to the  Purchaser  to three
times the fee paid by the issuer or other seller to the person for the services,
unless the trier of fact finds the person engaged in  intentional  wrongdoing in
providing the services. The Company and the Purchaser agree that this limitation
of potential  liability shall apply to this offering of the Shares and that this
required disclosure was provided.

         8. Piggyback  Registration Rights. If any Shares of Preferred Stock, or
shares of Common Stock into which such shares have been converted (collectively,
the "Registrable  Securities"),  are outstanding and held by the Purchaser,  the
Company  shall use its best  efforts to include  the  Registrable  Shares in any
registration  statement  filed by the Company with the  Securities  and Exchange
Commission (other than a registration  statement on Form S-8 or Form S-4) to the
extent  requisite  to permit the  public  offering  and sale of the  Registrable
Securities  and will use its  reasonable  efforts  to  cause  such  registration
statement to become  effective as promptly as practicable.  Notwithstanding  the
foregoing, the Company or the managing underwriter, if any, of such offering may
elect to exclude all or a portion of the Registrable  Securities if the offering
of such  Registrable  Securities  would  adversely  affect  the  market  for the
Company's  securities  or the  Company's  business  plans.  As used herein,  the
"Registrable  Securities"  shall mean the  Registrable  Securities that have not


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<PAGE>

been  previously sold or that may not be resold pursuant to Rule 144 promulgated
under the  Securities  Act or other  available  exemption.  Notwithstanding  the
foregoing,  the  Company  shall  not in any event be  required  to keep any such
registration or qualification in effect for a period in excess of two years from
the date on which the Purchaser acquires the Preferred Stock. In connection with
registration of securities  pursuant to this  Agreement,  the Company shall bear
all expenses  incurred in connection with such  registration  statement,  except
that the  Purchaser  shall pay all fees and expenses with respect to its shares,
including broker/dealer  commissions,  underwriting  discounts,  the expenses of
such  underwriter,  fees and disbursements of counsel of Purchaser and any stock
transfer taxes incurred with respect of the Registrable Securities of Purchaser.

                            [SIGNATURE PAGE FOLLOWS]



























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<PAGE>

         IN WITNESS WHEREOF,  the undersigned executes and agrees to be bound by
this Subscription Agreement.

Date: _______, 2003                $_____________    ___________
                                   Purchase Price    Shares of Preferred Stock


______________________________     U.S. Citizenship:Yes:____ No:_____
Signature


______________________________     ______________________________
Signature of Spouse                Name(s) of Owner(s) (Print)

                                   ______________________________


If Joint Ownership, Check one:     ______________________________
                                   Address of Primary Residence

____Joint Tenants, with            ______________________________
    Rights of Survivorship         City State Zip
____Tenants in Common              ______________________________

____Community Property             ______________________________
                                   Social Security Number(s) (or Tax Id No.)

Entity Purchaser

Name of Entity:______________________________

By:    ______________________________
Name:  ______________________________
Title: ______________________________

Tax Id No.______________________________


ACCEPTED BY ATOMIC PAINTBALL, INC.:

______________________________
By: Barbara J. Smith               Date:______________________________
Title: President





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<PAGE>

                                     Annex A

                                  RISK FACTORS

An investment in the shares involves a high degree of risk,  including a risk of
loss of an investor's entire investment in Atomic  Paintball,  Inc.  Prospective
investors should consider carefully the following risk factors before purchasing
any shares.

         We are a development  stage  company,  with no  significant  history of
operations.  We were incorporated on May 8, 2001, and are, therefore, a start up
company  with very  little  operating  history or  revenues.  We need to receive
substantially  all of the maximum  proceeds of this offering to proceed with our
business plan.

         Even if we sell all of the shares offered, we will not have significant
funds to conduct business.  We are only seeking to raise $100,000.  As a result,
we will still be considered an extremely  small company,  even if we sell all of
the stock we are  trying to sell.  Because  we will  have so little  money,  any
financial reversal could totally wipe out any reserve we had hoped to have.

         Competition  in the Paintball  industry is increasing and will continue
to increase as the sagging  economy  continues to rebound and we may not be able
to compete and survive. If we fail to attract and retain a customer base we will
not develop significant revenues or market share. We will compete with a variety
of other outdoor  entertainment  venues;  including well  established  paintball
fields,  speedways,  and dirt tracks, many of which have much more money then we
do.

         Because this is a "best efforts"  offering,  we have no assurances that
any of our stock  will be sold.  This  offering  is being  conducted  on a "best
efforts";  basis. As such, no assurances are given as to what level of proceeds,
if any,  will be obtained.  In the event we fail to obtain all or  substantially
all of the  proceeds  sought in this  offering,  our ability to  effectuate  our
business plan will be materially adversely affected,  and investors may lose all
or  substantially  all of their  investment.  No  assurances  are given that the
subscription  proceeds  that may be received by us will be sufficient to sustain
our operations prior to our anticipated receipt of revenues from customers.

         We have no underwriters so no other party with a financial interest has
reviewed this offering for fairness.  We are offering  these shares  through our
sole  director  and officer and are not using an  underwriter.  As a result,  no
other person  sophisticated  in financial  affairs has reviewed this offering to
determine if it is fair or if our business plan makes financial sense.

         We may fail to remain a going concern. Our independent certified public
accountants  have pointed out that we have an  accumulated  deficit and negative
working  capital  such  that our  ability  to  continue  as a going  concern  is
dependent  upon  obtaining  additional  capital  and  financing  for our planned
principal  operations.  We are conducting  this offering to generate the capital
necessary to finance at least our initial  operations.  As a result, our ability
to  continue  as a going  concern is  dependent  upon us  receiving  the maximum
proceeds of this offering.


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<PAGE>

         We have no  history  of  profits  and no  assurances  of  profits  ever
developing. As with most development stage companies, we have experienced losses
since inception.  If only limited funds are raised in this offering, the risk of
our financial failure is high. We have been dependent upon loans from members of
management to sustain our development activities to date. In our discretion,  if
we receive the maximum proceeds sought to be raised, the entire principal amount
of this loan, including interest, will probably be repaid.

         Our success will depend greatly upon our president and  vice-president.
Barbara J. Smith serves as both the  Director as well as President  and Alton K.
Smith  serves  as  Vice-president  and  Secretary.  The loss of  either of their
services may hamper our ability to implement our business  plan, and could cause
our stock to become  worthless.  We will be heavily  dependent upon Mrs. Smiths'
entrepreneurial  skills and  experience  to implement our business  plan.  Their
inability to devote full time and attention to the affairs of Atomic  Paintball,
Inc. could hinder our growth.

         We do not have an  employment  agreement  with either  Barbara or Alton
Smith and there is no assurance  that either will continue to manage our affairs
in the future. We could lose the services of both parties,  or they could decide
to join a competitor or otherwise compete with us directly or indirectly, having
a negative affect on our business and potentially causing the price of our stock
to be  worthless.  The  services  of  either  Barbara  or Alton  Smith  would be
difficult to replace.

         Both  Barbara and Alton Smith have  limited  experience  in the area of
paintball  or outside  entertainment  business on or off the  Internet.  Neither
party is a paintball  professional  or entertainer by trade. We will likely need
to rely on others who understand that business better than Ms. Smith. Because of
this lack of experience,  we may overestimate the  marketability of our products
and may underestimate the costs and difficulties of selling the products.  These
difficulties could prevent us from accurately determining the feasibility of our
business plan,  limiting our profitability,  if any, and decreasing the value of
our stock.

         Our  management  will have  voting  control  of us,  even if all of the
shares  offered are sold. Our  management,  inclusive of our board of directors,
owns 400,000 shares of our outstanding  common stock.  After  completion of this
offering,  assuming all of the shares  offered  hereby are sold,  our management
will continue to control at least 50% of our voting  securities,  without giving
effect to (i) a stock option plan that the Company  intends to adopt covering up
2,000,000  shares of our common stock,  or (ii) any additional  issuances of our
common  stock  or  other  securities  to  management   and/or  others,   in  our
management's  sole  discretion.  As a result,  our management  will  effectively
control our affairs,  including  the election of all of our board of  directors,
the  issuance of  additional  shares of common  stock for a stock option plan or
otherwise,  the  distribution  and timing of  dividends,  if any,  any merger or
acquisition involving the Company and all other matters.



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<PAGE>

         Because we only have two  officers,  the  compensation  of our officers
will at the discretion of both parties.  Because they will own 50% collectively,
Barbara J. Smith 30% and Alton K. Smith 20 % of our  company,  jointly they will
likely  continue to control our board of  directors.  As a result,  Mr. and Mrs.
Smith will be entitled to establish the amount of their compensation,  including
the amount of any bonuses paid to them. In addition,  because we do not have any
independent  directors,  there will be no oversight of the reasonableness of any
bonuses paid to either Barbara or Alton Smith or other officers, if added.

         Because  the price at which the shares are  offered is higher  than our
current per share value, immediate dilution of value of our stock will occur. We
are  authorized  to issue a  substantial  number of  shares  of common  stock in
addition to the preferred shares  comprising the shares offered hereby,  as well
as potentially additional shares of preferred stock in such series and with such
designating  rights  and  preferences  as may be  determined  by  our  board  of
directors in its sole discretion.

         This offering  itself involves  immediate and  substantial  dilution to
investors.   Any  securities  issued  in  the  future,  including  issuances  to
management,  could reduce the proportionate  ownership,  economic  interests and
voting rights of any holders of shares of our preferred  stock purchased in this
offering.

         Because we have issued shares that may become eligible for resale under
Rule 144, a large amount of our stock could be sold,  potentially depressing our
stock price. All of our presently outstanding shares of common stock aggregating
400,000  shares of common stock are  "restricted  securities";  as defined under
Rule 144  promulgated  under the  Securities  Act and may only be sold  pursuant
thereto or  otherwise  pursuant to an  effective  registration  statement  or an
exemption  from  registration,  if  available,  Rule 144, as amended,  generally
provides  that a person who has  satisfied  a one year  holding  period for such
restricted  securities may sell, within any three-month period (provided we have
become  public and are current in our reporting  obligations  under the Exchange
Act) subject to certain  manner of resale  provisions,  an amount of  restricted
securities  which does not exceed the greater of 1% of a  company's  outstanding
common stock or the average weekly trading volume in such securities  during the
four calendar weeks prior to such sale. Barbara J. Smith and Alton K. Smith, our
principal executive officers, owns an aggregate of 240,000 restricted shares for
which the one year holding  period  expires on May 8, 2003. In addition,  all of
our  other  shareholders'  common  stock  will be  eligible  to use  Rule 144 on
September 22, 2004. A sale of shares by such security holders,  whether pursuant
to Rule 144 or  otherwise,  may have a  depressing  effect upon the price of our
common stock in any market that might develop.

         Because we do not expect to pay  dividends  on our  preferred or common
stock in the foreseeable  future,  shareholders may have no way to recoup any of
their investment.  We intend for the foreseeable  future to retain earnings,  if
any,  for  the  future  operation  and  expansion  of  our  business  and do not
anticipate  paying  dividends on our shares of common stock for the  foreseeable
future.



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<PAGE>

         There is no public  market for our shares and should be  considered  an
illiquid  investment.  There is currently no market for any of our shares and no
assurances are given that a public market for such securities will develop or be
sustained if developed. As such, investors may not be able to readily dispose of
any shares purchased hereby.

         Our stock will probably be subject to the penny stock  regulations  and
may be more  difficult  to sell than  other  registered  stock.  In the event we
become public, as to which there are no assurances, we will likely be subject to
the  penny  stock  regulations.   Broker-dealer  practices  in  connection  with
transactions  in "penny  stocks"  are  regulated  by certain  penny  stock rules
adopted by the Securities and Exchange  Commission.  Penny stocks  generally are
equity securities with a price of less than $5.00. The penny stock rules require
a  broker-dealer,  prior to a transaction in a penny stock not otherwise  exempt
from the rules, to deliver a standardized risk disclosure document that provides
information  about  penny  stocks and the risks in the penny stock  market.

The  broker-dealer  also must  provide the  customer  with current bid and offer
quotations for the penny stock,  the compensation of the  broker-dealer  and its
salesperson  in the  transaction,  and monthly  account  statements  showing the
market value of each penny stock held in the  customer's  account.  In addition,
the penny stock rules  generally  require that prior to a transaction in a penny
stock, the  broker-dealer  make a special written  determination  that the penny
stock is a suitable  investment  for the purchaser  and receive the  purchaser's
written agreement to the transaction. These disclosure requirements may have the
effect of reducing the level of trading  activity in the secondary  market for a
stock that becomes subject to the penny stock rules.  As our shares  immediately
following any public  offering,  if  successful,  will likely be subject to such
penny stock rules,  investors in this  offering will in all  likelihood  find it
more difficult to sell their securities.