ARTICLES OF MERGER
                                       AND
                          AGREEMENT AND PLAN OF MERGER

          These  Articles of Merger and AGREEMENT AND PLAN OF MERGER dated as of
September 16, 2008,  (the "Merger  Agreement"),  between 4 G Paintball,  Inc., a
Texas  corporation  ("4G")  the  parent  company,  and  International  Paintball
Association, Inc., a Colorado corporation ("IPA") the subsidiary entity.

          WHEREAS,  on the date hereof;  4G has  authority to issue  100,000,000
shares of common  stock,  and  10,000,000  shares of  Preferred  Stock  (the "4G
Common"), of which 9,939,166 common shares are issued and outstanding;

          WHEREAS, no Preferred Stock of 4G is currently outstanding although it
is authorized.

     WHEREAS, IPA is the wholly owned subsidiary of 4G,

     WHEREAS,  on the date hereof, IPA has authority to issue 100,000,000 shares
of common stock, and 10,000,000 shares of Preferred Stock (the "IPA Common"), of
which 100 shares are issued and  outstanding and owned by 4G (the parent entity)
constituting  100% of the  issued  and  outstanding  common  stock  of  IPA.  No
Preferred Stock of IPA is currently outstanding.

     WHEREAS,  the respective  Boards of Directors of 4G and IPA have determined
that it is advisable and in the best interests of each of such corporations that
they merge into a IPA  pursuant  to Texas  Business  Corporation  Act (TCBA) and
Colorado  Business  Corporation  Act (CBCA) under which IPA would survive as the
company,  by the  merger of 4G with and into  IPA,  and each  shareholder  of 4G
Common stock shall  automatically by the merger, be converted into a shareholder
of IPA on a one share foe one share basis;

     WHEREAS, under the respective  certificates of incorporation of 4G and IPA,
the  4G  Common  Stock  has  the  same  designations,   rights  and  powers  and
preferences,  and the qualifications,  limitations and restrictions  thereof, as
the IPA Common which will be exchanged therefore pursuant to the merger;

     WHEREAS, 4G and IPA certify that the Boards of Directors of 4G and IPA have
approved this Articles of Merger and Agreement and Plan of Merger and;

     WHEREAS, shareholder approval has been obtained by written consent pursuant
to TCBA & CBCA;  100% of the issued and  outstanding  common  shares of IPA were
voted in favor of the Merger and 51% of the issued and outstanding common shares
of 4G were  voted in favor of the merger  which was  sufficient  to approve  the
merger.  No other shares of any type are outstanding for 4G or IPA. No shares of
4G voted against the plan.


<PAGE>




          WHEREAS,  a resolution of merger was adopted by the parent entity (4G)
in accordance with the laws of its jurisdiction of organization  (Texas) and its
organizational  or other  constituent  documents and a copy of the resolution is
attached hereto as Schedule A.

          WHEREAS,  the parties hereto intend that this Merger  Agreement  shall
constitute  a tax-free  reorganization  pursuant  to  Section  368(a) (1) of the
Internal Revenue Code;

          NOW,  THEREFORE,   in  consideration  of  the  mutual  agreements  and
covenants herein contained, 4G and IPA hereby agree as follows:

          1. Merger.  4G shall be merged with and into IPA (the  "Merger"),  and
IPA shall be the surviving corporation (hereinafter sometimes referred to as the
"Surviving  Corporation").  The Merger shall become  effective upon the later of
the date and time of filing a certified  copy of this Merger  Agreement with the
Secretary of State of the State of Colorado in accordance with TBCA or September
17, 2008 (the "Effective Time").

          2. Certificate of Incorporation of the Surviving  Corporation.  At the
Effective Time, the Certificate of Incorporation of IPA, in effect  immediately
prior to the  Effective  Time,  shall  continue  in full force and effect as the
Certificate  of  Incorporation  of the  Surviving  Corporation  until amended as
provided therein and under the CBCA.

          3. No Amendments to the Articles of Incorporation of the surviving
corporation are to be effected by the merger.

          4. No new domestic corporation is being created pursuant to the
Articles of Merger and Agreement and Plan of Merger.

          5. Succession. At the Effective Time, the separate corporate existence
of 4G shall  cease,  and IPA shall  succeed to all of the  assets  and  property
(whether real, personal or mixed), rights,  privileges,  franchises,  immunities
and  powers of 4G, and IPA shall  assume  and be  subject to all of the  duties,
liabilities,  obligations and  restrictions of every kind and description of 4G,
including,  without limitation,  all outstanding  indebtedness of 4G, all in the
manner and as more fully set forth in TBCA & CBCA, as applicable.

          6. Directors.  The directors of 4G immediately  prior to the Effective
Time shall be the directors of the Surviving Corporation,  IPA, at and after the
Effective Time to serve until the expiration of their respective terms and until
their successors are duly elected and qualified.

          7. Officers. The officers of 4G immediately preceding the Effective
Time shall be the officers of the Surviving Corporation IPA, at and after the
Effective Time until their successors are duly elected and qualified.

          8. Conversion of Securities. At the Effective Time, by virtue of the
Merger and without any action on the part of the holder thereof:


<PAGE>





                  (a)  each   share  of  4G  Common   issued   and   outstanding
                       immediately  prior to the Effective Time shall be changed
                       and  converted  into  and  shall  be one  fully  paid and
                       nonassessable share of IPA Common;

                  (b)  each  share  of 4G  Common  held  in the  treasury  of 4G
                       immediately   prior  to  the  Effective   Time  shall  be
                       cancelled and retired;

                  (c)  each  option,  warrant,  purchase  right,  unit or  other
                       security  of 4G  convertible  into shares of 4G Common or
                       Preferred  Stock shall become  convertible  into the same
                       number of shares of IPA Common or Preferred Stock as such
                       security  would have  received if the  security  had been
                       converted  into  shares of 4G Common or  Preferred  Stock
                       immediately  prior to the Effective  Time,  and IPA shall
                       reserve  for  purposes of the  exercise of such  options,
                       warrants,  purchase rights,  units or other securities an
                       equal number of shares of IPA Common or  Preferred  Stock
                       as 4G had reserved; and

                  (d)  each share of IPA Common  issued and  outstanding  in the
                       name of 4G immediately  prior to the Effective Time shall
                       be  cancelled  and  retired  and  resume  the  status  of
                       authorized and unissued shares of IPA Common.

          9. Other  Agreements.  At the  Effective  Time,  IPA shall  assume any
obligation  of 4G to deliver or make  available  shares of 4G Common Stock under
any agreement or employee  benefit plan to which 4G is a party. Any reference to
4G Common  Stock  under any such  agreement  or employee  benefit  plan shall be
deemed to be a reference  to IPA Common  Stock and one share of IPA Common Stock
shall be issuable in lieu of each share of 4G Common Stock required to be issued
by any such agreement or employee benefit plan, subject to subsequent adjustment
as provided in any such agreement or employee benefit plan.

          10. Further Assurances. From time to time, as and when required by the
Surviving  Corporation or by its successors or assigns,  there shall be executed
and delivered on behalf of 4G such deeds and other instruments,  and there shall
be taken or caused to be taken by it all such further and other action, as shall
be appropriate,  advisable or necessary in order to vest, perfect or conform, of
record or otherwise,  in the Surviving Corporation,  the title to and possession
of all property,  interests,  assets, rights,  privileges,  immunities,  powers,
franchises  and authority of 4G, and otherwise to carry out the purposes of this
Merger  Agreement,  and the officers and directors of the Surviving  Corporation
are fully authorized,  in the name and on behalf of 4G or otherwise, to take any
and all such  action and to execute and deliver any and all such deeds and other
instruments.


<PAGE>




          11.  Certificates.  At  and  after  the  Effective  Time,  all  of the
outstanding  certificates which immediately prior thereto  represented shares of
4G Common or  Preferred  Stock  shall be deemed  for all  purposes  to  evidence
ownership of and to represent the respective  shares of IPA Common,  as the case
may be, into which the shares of 4G Common or  Preferred  Stock  represented  by
such  certificates  have  been  converted  as  herein  provided  and shall be so
registered  on the  books  and  records  of IPA  and  its  transfer  agent.  The
registered  owner  of  any  such  outstanding   certificate  shall,  until  such
certificate shall have been surrendered for transfer or otherwise  accounted for
to IPA or its  transfer  agent,  have and be entitled to exercise any voting and
other  rights  with  respect  to,  and  to  receive  any   dividends  and  other
distributions  upon, the shares of IPA Common,  as the ease may be, evidenced by
such outstanding certificate, as above provided.

          12. Amendment. The parties hereto, by mutual consent of their
respective boards of directors, may amend, modify or supplement this Merger
Agreement prior to the Effective Time.

          13.  Termination.  This Merger  Agreement may be  terminated,  and the
Merger and the other transactions  provided for herein may be abandoned,  at any
time prior to the  Effective  Time,  whether  before or after  approval  of this
Merger Agreement by the board of directors of IPA and 4G, by action of the board
of directors of 4G if it  determines  for any reason,  in its sole  judgment and
discretion,  that the  consummation of the Merger would be inadvisable or not in
the best interests of 4G and its stockholders.

          14. Counterparts. This Merger Agreement may be executed in one or more
counterparts, and each such counterpart hereof shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.

          15. Descriptive Headings. The descriptive headings herein are inserted
for convenience of reference only and are not intended to be part of or to
affect the meaning or interpretation of this Merger Agreement.

          16. Governing Law. This Merger Agreement shall be governed by and
construed in accordance with the laws of the State of Colorado.

          17.  Service of Process.  The surviving Corporation, IPA, agrees that
it may be served with Process in Colorado in any proceeding for enforcement of
any obligation of any constituent corporation of this state, or the State of
Texas, as well as for enforcement of any obligation of the surviving or
resulting corporation, arising from the merger, including any suit or other
proceeding to enforce the right of any stockholders as determined in appraisal
proceedings pursuant to TCBA laws and hereby irrevocably appoints the Secretary
of State as its agent to accept service of process in any such suit or other
proceedings and a copy of such process maybe sent to M. A. Littman, Attorney at
Law, 7609 Ralston Road, Arvada, CO 80002.

          18. Registered Agent: The Registered Agent of the surviving
corporation, (IPA) is; Michael A. Littman, 7609 Ralston Road, Arvada, CO 80002.


<PAGE>





          19. Executed Agreement and Plan of Merger on File.  That an executed
Agreement and Plan of Merger is on file at the principal place of business  of
surviving, or foreign corporation, stating the address thereof: Denis Iler,
2000 Wadsworth Blvd., 179 PMB, Lakewood, CO 80124.

          20.  Copies  of Plan of  Merger.  That a copy of the Plan of Merger or
exchange will be furnished by the surviving,  foreign corporation (IPA) or other
entity,  on written  request and without  cost, to an  shareholder  of the Texas
corporation  (4G) that is a party to the merger,  to any  creditor or obligee of
the parties to the merger at the time of the merger if such  obligation  is then
outstanding.

          21. Compliance with Laws of State of Domicile.

a)                    As to each  domestic  corporation  (4G) in the Articles of
                      Merger  and  Agreement  and Plan of  Merger,  the plan and
                      performance of its terms have been duly  authorized by all
                      action  required by the laws  incorporated  (Texas) and by
                      its constituent documents.
b)                    As  to  each   foreign   corporation,   (IPA)  a  Colorado
                      corporation,  that is a party to the merger,  the approval
                      of the Articles of Merger and  Agreement of the  Agreement
                      and Plan of  Merger  was  duly  authorized  by all  action
                      required  by the  laws  under  which  it was  incorporated
                      (Colorado) and by its constituent document.


<PAGE>




          IN WITNESS WHEREOF, IPA and 4G have caused this Merger Agreement to be
executed and delivered as of the date first above written.

                                                     4 G PAINTBALL, INC.,
                                                     a Texas Corporation




                                                    ----------------------------
                                      Name:
                                                    Title:  President and CEO


                                       INTERNATIONAL PAINTBALL ASSOCIATION, INC.
                                                     a Colorado Corporation



                                                    ----------------------------
                                                    Name:   Title:     President