EXHIBIT 10.2

                          AGREEMENT BOARD OF DIRECTORS


        THIS AGREEMENT is made and entered into effective as of December 3, 2009
(the  "Effective  Date"),  by  and  between  Atomic  Paintball,  Inc.,  a  Texas
corporation, ("Company") and Steve Wethers, an individual ("Director").

        1. Term

               (a) This  Agreement  shall  continue for a period of one (1) year
from the Effective Date and shall continue thereafter for as long as Director is
elected as Board Member or Member of the Board of Directors


        2. Position and Responsibilities

               (a) Position.  Company hereby retains  Director to serve as Board
Members. Director shall perform such duties and responsibilities as are normally
related to such position in accordance with Company's bylaws and applicable law,
including those services described on Exhibit A, (the "Services"),  and Director
hereby  agrees to use his best efforts to provide the Services.  Director  shall
not allow any other  person or  entity to  perform  any of the  Services  for or
instead of Director. Director shall comply with the statutes, rules, regulations
and  orders  of any  governmental  or  quasi-governmental  authority,  which are
applicable to the performance of the Services, and Company's rules, regulations,
and practices as they may from time-to-time be adopted or modified.

               (b)  Other  Activities.  Director  may  be  employed  by  another
company,  may serve on other  Boards of Directors  or Advisory  Boards,  and may
engage in any other  business  activity  (whether or not  pursued for  pecuniary
advantage),  as  long as  such  outside  activities  do not  violate  Director's
obligations  under this  Agreement or Director's  fiduciary  obligations  to the
shareholders.  The ownership of less than a 5% interest in an entity, by itself,
shall not constitute a violation of this duty.  Director represents that, to the
best of his knowledge,  Director has no outstanding agreement or obligation that
is in conflict with any of the provisions of this Agreement, and Director agrees
to use his best efforts to avoid or minimize any such conflict and agrees not to
enter into any  agreement  or  obligation  that could  create  such a  conflict,
without the approval of the Chief  Executive  Officer or a majority of the Board
of Directors.  If, at any time,  Director is required to make any  disclosure or
take any action that may conflict with any of the provisions of this  Agreement,
Director will promptly notify the Chief  Executive  Officer or the Board of such
obligation, prior to making such disclosure or taking such action.


               (c) No Conflict.  Except as set forth in Section  2(b),  Director
will not engage in any activity that creates an actual conflict of interest with
Company, regardless of whether such activity is prohibited by Company's conflict
of interest  guidelines  or this  Agreement,  and Director  agrees to notify the
Board of  Directors  before  engaging in any  activity  that creates a potential
conflict  of  interest  with  Company.  Specifically  and except as set forth in
Section 2(b) of this  Agreement,  Director shall not engage in any activity that
is in direct  competition with the Company or serve in any capacity  (including,
but not limited to, as an  employee,  consultant,  advisor or  director)  in any

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company  or entity  that  competes  directly  with the  Company,  as  reasonably
determined by a majority of Company's  disinterested board members,  without the
approval of the Chief Executive Officer.

        3. Compensation and Benefits

               (a)  Director's  Fee.  In  consideration  of the  services  to be
rendered under this  Agreement,  Company shall pay Director a fee at the rate of
Five Hundred Dollars ($500) per quarter,  which shall be paid in accordance with
Company's  regularly  established  practices regarding the payment of Directors'
fees,  but in no event  later than 12 months  after the  Effective  Date of this
Agreement and each of its subsequent anniversaries, if any.

               (b) Stock and Stock Options.  Company  acknowledges that Director
is an owner of both Common and  Preferred  Stock and holds an option to purchase
stock in Company,  and that the rights  attributable  to these  securities  (the
"Securities")  shall not be  affected by the  execution  of this  Agreement.  In
addition,  in consideration of the services to be rendered under this Agreement,
Company  agrees to grant  Director  the  following  grant of  100,000  shares of
Company's Common Stock.

               (c)  Expenses.  The  Company  shall  reimburse  Director  for all
reasonable business expenses incurred in the performance of his duties hereunder
in accordance with Company's expense reimbursement guidelines.

               (d)  Indemnification.  Company will indemnify and defend Director
against any liability incurred in the performance of the Services to the fullest
extent authorized in Company's Articles of Incorporation, as amended, bylaws, as
amended and  applicable  law.  Company will  purchase  Director's  and Officer's
liability  insurance,  and Director  shall be entitled to the  protection of any
insurance  policies the Company  maintains  for the benefit of its Directors and
Officers against all costs,  charges and expenses in connection with any action,
suit or proceeding to which he may be made a party by reason of his  affiliation
with Company, its subsidiaries, or affiliates.

               (e) Records.  Director shall have reasonable  access to books and
records of Company,  as necessary to enable  Director to fulfill his obligations
as a Director of Company.

        4. Termination

               (a) Right to Terminate.  At any time,  Director may be removed as
Board Member as provided in  Company's  Articles of  Incorporation,  as amended,
bylaws,  as amended,  and applicable law. Director may resign as Board Member or
Director as provided in Company's Articles of Incorporation, as amended, bylaws,
as  amended,  and  applicable  law.  Notwithstanding  anything  to the  contrary
contained in or arising  from this  Agreement or any  statements,  policies,  or
practices of Company,  neither Director nor Company shall be required to provide
any advance notice or any reason or cause for  termination of Director's  status
as Board Member,  except as provided in Company's Articles of Incorporation,  as
amended, Company's bylaws, as amended, and applicable law.

               (b) Effect of  Termination  as Director.  Upon a  termination  of
Director's  status as a Director,  this Agreement will terminate;  Company shall
pay to Director all  compensation  and expenses to which Director is entitled up
through the date of  termination;  and Director  shall be entitled to his rights
under any other applicable law. Thereafter,  all of Company's  obligations under
this Agreement  shall cease,  except as provided in Sections 1(b),  3(b),  3(d),
3(e) and 5.

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        5. Termination Obligations

               (a)  Director  agrees  that  all  property,   including,  without
limitation, all equipment, tangible proprietary information, documents, records,
notes,  contracts,  and computer-generated  materials provided to or prepared by
Director  Incident  to his  services  belong to  Company  and shall be  promptly
returned at the request of Company.

               (b) Upon termination of this Agreement,  Director shall be deemed
to have  resigned  from all  offices  then  held with  Company  by virtue of his
position as Board  Member,  except that  Director  shall  continue to serve as a
director if elected as a director by the  shareholders of Company as provided in
Company's Articles of Incorporation,  as amended,  Company's bylaws, as amended,
and  applicable  law.  Director  agrees that  following any  termination of this
Agreement,  he shall cooperate with Company in the winding up or transferring to
other  directors of any pending work and shall also  cooperate  with Company (to
the extent  allowed by law,  and at  Company's  expense)  in the  defense of any
action brought by any third party against Company that relates to the Services.

               (c) The Company and Director agree that their  obligations  under
this Section,  as well as Sections 1(b),  3(b),  3(d),  3(e), 4(b), and 7, shall
survive the termination of this Agreement.

        6. Nondisclosure Obligations

            Director  shall  maintain in confidence  and shall not,  directly or
indirectly,  disclose or use, either during or after the term of this Agreement,
any Proprietary  Information (as defined below),  confidential  information,  or
trade secrets belonging to Company, whether or not it is in written or permanent
form,  except to the extent necessary to perform the Services,  as required by a
lawful  government  order or subpoena,  or as  authorized in writing by Company.
These nondisclosure  obligations also apply to Proprietary Information belonging
to customers  and  suppliers  of Company,  and other third  parties,  learned by
Director as a result of performing the Services. "Proprietary Information" means
all information pertaining in any manner to the business of Company,  unless (i)
the  information is or becomes  publicly  known through  lawful means;  (ii) the
information was part of Director's  general  knowledge prior to his relationship
with  Company;  or (iii)  the  information  is  disclosed  to  Director  without
restriction by a third party who rightfully  possesses the  information  and did
not learn of it from Company.

        7. Dispute Resolution

               (a)  Jurisdiction  and Venue.  The  parties  agree that any suit,
action,  or proceeding  between  Director (and his  attorneys,  successors,  and
assigns) and Company (and its  affiliates,  shareholders,  directors,  officers,
employees, members, agents, successors,  attorneys, and assigns) relating to the
Services or the  termination  of those  Services  shall be brought in either the
United  States  District  Court for the State of Texas or in a Texas state court
and that the parties shall submit to the jurisdiction of such court. The parties
irrevocably  waive,  to the fullest  extent  permitted by law, any objection the
party may have to the  laying of venue for any such suit,  action or  proceeding
brought in such court.  If any one or more  provisions of this Section shall for
any reason be held invalid or  unenforceable,  it is the specific  intent of the
parties that such provisions  shall be modified to the minimum extent  necessary
to make it or its application valid and enforceable.

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               (b) Attorneys' Fees. Should any litigation,  arbitration or other
proceeding be commenced between the parties concerning the rights or obligations
of the parties under this  Agreement,  the party  prevailing in such  proceeding
shall be  entitled,  in  addition to such other  relief as may be granted,  to a
reasonable sum as and for its attorneys'  fees in such  proceeding.  This amount
shall be  determined  by the court in such  proceeding  or in a separate  action
brought for that purpose. In addition to any amount received as attorneys' fees,
the prevailing party also shall be entitled to receive from the party held to be
liable,  an amount equal to the attorneys'  fees and costs incurred in enforcing
any  judgment  against  such party.  This  Section is  severable  from the other
provisions of this  Agreement and survives any judgment and is not deemed merged
into any judgment.

        8. Entire Agreement

            This Agreement is intended to be the final,  complete, and exclusive
statement  of the terms of  Director's  relationship  solely with respect to his
position as Board Member or Director for The Company.  This  Agreement  entirely
super  cedes  and  may  not  be   contradicted  by  evidence  of  any  prior  or
contemporaneous  statements or agreements pertaining to Director's  relationship
as Board Member or Director.  Agreements related to Director's  ownership of the
Securities are not affected by this Agreement.

        9. Amendments; Waivers

            This  Agreement  may not be  amended  except by a writing  signed by
Director  and by a duly  authorized  representative  of the  Company  other than
Director.  Failure  to  exercise  any  right  under  this  Agreement  shall  not
constitute a waiver of such right.

        10. Assignment

            Director  agrees  that  Director  will  not  assign  any  rights  or
obligations  under this Agreement,  with the exception of Director's  ability to
assign rights with respect to the  Securities.  Nothing in this Agreement  shall
prevent  the  consolidation,  merger  or  sale  of  Company  or a sale of all or
substantially all of its assets.

        11. Severability

            If any  provision  of this  Agreement  shall  be held by a court  or
arbitrator  to be  invalid,  unenforceable,  or void,  such  provision  shall be
enforced to fullest extent permitted by law, and the remainder of this Agreement
shall  remain in full force and  effect.  In the event  that the time  period or
scope of any  provision  is  declared  by a court  or  arbitrator  of  competent
jurisdiction  to exceed  the  maximum  time  period or scope  that such court or
arbitrator  deems  enforceable,  then such court or arbitrator  shall reduce the
time period or scope to the maximum time period or scope permitted by law.

        12. Governing Law

            This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas.


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13. Interpretation

            This Agreement shall be construed as a whole,  according to its fair
meaning,  and not in  favor  of or  against  any  party.  Captions  are used for
reference  purposes  only and  should be ignored  in the  interpretation  of the
Agreement.

        14. Binding Agreement

            Each party  represents  and warrants to the other that the person(s)
signing this  Agreement  below has authority to bind the party to this Agreement
and that this  Agreement  will  legally  bind both  Company and  Director.  This
Agreement  will be  binding  upon and  benefit  the  parties  and  their  heirs,
administrators,  executors, successors and permitted assigns. To the extent that
the practices,  policies,  or procedures of Company,  now or in the future,  are
inconsistent with the terms of this Agreement,  the provisions of this Agreement
shall control.  Any subsequent  change in Director's  duties or  compensation as
Board  Member  will not affect the  validity or scope of the  remainder  of this
Agreement.

        15. Director Acknowledgment

            Director  acknowledges  Director has had the  opportunity to consult
legal counsel concerning this Agreement,  that Director has read and understands
the  Agreement,  that  Director  is fully  aware of its legal  effect,  and that
Director  has entered  into it freely  based on his own  judgment and not on any
representations or promises other than those contained in this Agreement.

        16. Counterparts

            This Agreement may be executed in any number of  counterparts,  each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

        17. Date of Agreement

            The parties have duly executed  this  Agreement as of the date first
written above.


    Atomic Paintball, Inc.,            Director:
    a Texas corporation:


    By:
        ----------------------------     --------------------------------
        Name:  David Cutler                   Steve Wethers
        Title:  Director                      Title: Director




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                                    EXHIBIT A

                             DESCRIPTION OF SERVICES


        Responsibilities as Director.  Director shall have all  responsibilities
of a Director of the Company imposed by Texas or applicable law, the Articles of
Incorporation,   as  amended,   and  Bylaws,  as  amended,  of  Company.   These
responsibilities shall include, but shall not be limited to, the following:

1.  Attendance. Use best efforts to attend scheduled meetings of Company's Board
of Directors;

2.  Act as a Fiduciary.  Represent the shareholders and the interests of Company
as a fiduciary; and

3.  Participation.  Participate  as a full voting  member of Company's  Board of
Directors  in  setting  overall  objectives,  approving  plans and  programs  of
operation, formulating general policies, offering advice and counsel, serving on
Board Committees, and reviewing management performance.
























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