THE SECURITIES EVIDENCED BY THIS CONVERTIBLE NOTE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT OF 1933, AS AMENDED,  OR UNDER THE  SECURITIES  LAWS OF ANY
STATE,  AND MAY NOT BE SOLD,  OR OTHERWISE  TRANSFERRED,  IN THE ABSENCE OF SUCH
REGISTRATION  OR AN  EXEMPTION  THEREFROM  UNDER  SUCH  ACT AND  UNDER  ANY SUCH
APPLICABLE STATE LAWS.


                    International Paintball Association, Inc.


                     COMMERCIAL CONVERTIBLE PROMISSORY NOTE
                            (Conversion of Payables)


$200,534.25                                               Dated: April 10, 2009

         On this the 10th day of April, 2009, FOR VALUE RECEIVED,  International
Paintball  Association,  Inc., a Colorado corporation located at 501 Trophy Lake
Drive Ste 314 PMB 106, Trophy Club, Texas, 76262 (hereinafter "Maker"), promises
to pay to J.H.  Brech,  LLC or  his/her/its  assigns  ("Holder"),  the principal
amount of TWO HUNDRED  THOUSAND FIVE HUNDRED THIRTY FOUR DOLLARS AND TWENTY FIVE
CENTS ($200,534.25) ("Loan") advanced by Holder in the form of services rendered
in accordance with the Consulting Agreement with J.H. Brech, LLC dated September
1, 2004,  together with interest on the unpaid principle amounts as set forth in
this Commercial Convertible Promissory Note (this "Note")(the Loans and interest
thereon referred to collectively as the  "Indebtedness") no later than April 10,
2010 (the "Maturity Date").

         The principle amount advanced by Holder is: US $200,534.25

1) Principle  Amount.  The entire  principle amount of Two hundred thousand five
hundred  thirty four  dollars and twenty  five cents  ($200,534.25)  ("Principal
Amount") shall be owned by Maker upon signing of this Note, and shall be payable
on the Maturity Date (as defined herein).

2)  Interest  on the  Loan.  From the date of this  Loan  and  thereafter  until
maturity or earlier  repayment in full of such Loan,  interest on the  principle
amount of the Loan  outstanding  shall be  calculated  for each monthly  payment
period on the basis of a calendar  month  elapsed for the Loan and accrue and be
payable  monthly in amount  equal to one half  percent  (0.5%) of the  Principle
Amount per month (6% per year) simple interest (unless Note goes into default at
which time this Note will begin to accrue at a higher  and  compounded  interest
rate).


<PAGE>






3)  Payments:
         a)  Interest  Payments.  Interest  shall  be paid by  Maker  to  Holder
         annually at the rate of 6% of the  Principle  Amount per calendar  year
         starting  the  month  following  the  first  anniversary  date as first
         written above and due each 12 month  thereafter on the same day of each
         month until Principal Amount is paid to Holder in full.
         b) Interest rate for Overdue  Amounts.  In the Event of Default,  Maker
         shall be  liable to  Holder  for a late fee of Fifty and  No/100Dollars
         ($50.00)  per day up to a maximum of ten (10)  days.  In the event this
         Note goes into default, late fees will no longer apply. However,  Maker
         will be  responsible  for  interest  as  follows:  From and  after  the
         occurrence of any Event of Default (as that term is defined  herein) or
         the Maturity Date, whether by acceleration or otherwise, interest shall
         accrue on the amount of principal balance outstanding  hereunder at the
         rate of  eighteen  percent  (18%) per annum,  and upon  default,  shall
         compound yearly (the "Default Rate").  Interest accruing at the Default
         Rate shall be payable upon demand.
         c) Other  Payment  Provisions.  All payments of principle  and interest
         hereunder  shall be  payable  to Holder in lawful  money of the  United
         States of America in  immediately  available  funds.  All  delivery  of
         payments shall be made at the offices of Holder, or at such other place
         as Holder may  designate  in writing,  no later than 3 p.m. on the date
         when due, without offset.  Any payment coming due on a day which is not
         a Business Day, shall be made on the next succeeding  Business Day, and
         any such  extension  of the time of payment  shall be  included  in the
         computation of interest  payments.  All payments shall be made via bank
         wire transmission as per the following bank wire instructions:
                  Comerica Bank
                  Richardson, Texas
                  Routing # 111000753
                  Account # 1881034001

d)   Prepayments.  Maker may  prepay  the  unpaid  balance of any of the Note in
     whole at any time or in part from time to time  without  penalty;  provided
     that any such  prepayment is accompanied by interest  accrued and unpaid on
     the amount so prepaid to the date of such prepayment.

e)   All agreements between the Maker hereof and the Holder hereof,  whether now
     existing  or  hereafter  arising and  whether  written or oral,  are hereby
     expressly limited so that in no contingency or event whatsoever, whether by
     reason of  acceleration  of the maturity  hereof,  or otherwise,  shall the
     amount  paid,  or  agreed  to be paid to the  Holder  hereof  for the  use,
     forbearance,  or detention of the money to be loaned hereunder or otherwise
     or for the payment or performance  of any covenant or obligation  contained
     herein or in any other document evidencing,  securing, or pertaining to the
     indebtedness  evidenced hereby, exceed the maximum amount permissible under
     applicable  law. If from any  circumstance  whatsoever  fulfillment  of any
     provision  hereof or of such other  documents,  at the time  performance of
     such  provision  shall be due,  shall  involve  transcending  the  limit of
     validity  prescribed by law, the ipso facto, the obligation to be fulfilled
     shall  be  reduced  to the  limit  of such  validity,  and if from any such
     circumstance the Holder hereof shall ever receive as


<PAGE>



     interest or otherwise an amount which would exceed the highest lawful rate,
     such  amount  which  would be  excessive  interest  shall be applied to the
     reduction of the principal  indebtedness  of the  undersigned to the Holder
     hereof,  and not to the payment of interest,  or if such excessive interest
     exceeds  the unpaid  balance of  principal  hereof,  such  excess  shall be
     refunded  to the  undersigned.  All sums  paid or  agreed to be paid by the
     undersigned  for the use,  forbearance or detention of the  indebtedness of
     the  undersigned  to the Holder  hereof 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 in such  manner
     that there will be no violation of the  applicable  laws  pertaining to the
     maximum rate or amount of interest which may be contracted for,  charged or
     received  with respect to such  indebtedness.  The terms and  provisions of
     this  paragraph  shall control and supersede  every other  provision of all
     agreements between the undersigned and the Holder hereof.


4)  Maturity.  Upon  signature  execution ot this Note,  the entire  outstanding
Indebtedness  hereunder,  including any and all accrued and unpaid  interest and
any other  amounts due  hereunder,  shall  become due and payable in full on the
Maturity Date (as defined herein).

5) Assignment.  Maker may not assign, transfer,  novate or dispose of this Note,
or any of its  interests,  rights or  obligations  hereunder,  without the prior
written consent of the Holder.

6) Cancellation.  Maker  understands and agrees that, upon signing of this Note,
the entire  Principal  Amount  shall be owed by Maker on the  Maturity  Date (as
described herein) and that Interest shall be owed by Maker each month thereafter
on the same day of this Note until such Principal  Amount is paid in full. Maker
further  understands and agrees that, once executed by Maker,  this Note may not
be cancelled by Maker at for any reason whatsoever.

7)  Default and Acceleration:
   a) The  occurrence  of any of the  following  shall  constitute  an "Event of
   Default" under this Commercial Convertible Promissory Note.
         i) The failure of Maker to pay the Principal Amount, which shall be due
         on the Maturity Date, immediately upon execution of this Note by Maker.
         ii) The  failure of Maker to pay the monthly  interest  payments by the
         agreed upon due date, as described herein.
         iii) The institution of legal  proceedings  against the Maker under any
         state insolvency laws, federal bankruptcy law, or similar debtor relief
         laws then in effect.  v) The failure of Maker to remain  current in its
         SEC filings and GAAP audited financial requirements. vi) The failure of
         Maker to maintain an SEC approved independent auditor.


<PAGE>




b)    In the event of  (a)(i)  through  (a)(vii)  above,  then a default  may be
      declared at the option of Holder without presentment,  demand,  protest or
      further  notice of any kind (all of which are hereby  expressly  waived by
      Maker).  In such event  Holder  shall be  entitled  to be paid in full the
      balance of any unpaid  principal  amount  hereunder  plus all  accrued and
      unpaid  interest  hereunder  and any costs to  enforce  the terms  hereof,
      including,  without  limitation,  reasonable  attorney's fees.  Holder may
      waive any Event of Default  before or after it occurs and may restore this
      Commercial  Convertible  Promissory Note in full effect without  impairing
      the right to declare it due for a subsequent default.
c)    No course of dealing  between  Holder and Maker or any failure or delay on
      the part of Holder in exercising  any rights or remedies  hereunder  shall
      operate as a waiver of any rights or remedies of Holder  under this or any
      other applicable  instrument.  No single or partial exercise of any rights
      or remedies  hereunder  shall operate as a waiver or preclude the exercise
      of any other rights or remedies hereunder.
d)    Holder is  empowered  to set off and apply any  monies at any time held or
      any other indebtedness at any time due and payable by Holder to or for the
      credit of Maker against the  Indebtedness of Maker evidenced by this Note.
      Holder shall promptly  notify Maker after any such set-off,  provided that
      the  failure  to provide  notice  shall not  affect  the  validity  of the
      set-off.
e)    Name of the rights,  remedies,  privileges,  or powers of Holder expressly
      provided  for  herein  shall  be  exclusive,  but  each of them  shall  be
      cumulative  with and in addition to every other right,  remedy,  privilege
      and power now or hereafter existing in favor of Holder,  whether at law or
      in equity, by statue or otherwise.
f)    Maker shall pay all reasonable expenses of any nature, whether incurred in
      or out of court,  and  whether  incurred  before or after  this Note shall
      become due at its maturity date or otherwise (including but not limited to
      reasonable  attorney's  fees and costs) which Holder any deem necessary or
      proper in connection  with the  satisfaction  of  indebtedness.  Holder is
      authorized  to pay at any time  and  from  time to tome any or all of such
      expenses,  add the  amount of such  payment  to the  amount  of  principal
      outstanding and charge interest thereon at the rated specified herein.

8) Conversion  Privilege:  The Holder of this Note shall have the option, in its
sole discretion, until maturity and extension if mutually agreed, to convert all
or part of the  principal  balance and  accrued  interest of this Note to common
stock of the Maker at $ 0.50 per  share.  Upon  conversion,  the  stock  will be
issued as follows:

         Name:    J.H. Brech, LLC
         Address: 1101 E. Duke Street
         Address: Hugo, Oklahoma, 74743
         Tax ID # 14-1909958

9)  Severability.  In the event any one or more of the  provisions  contained in
this Note or any other loan document shall for any reason be held to be invalid,
illegal  or  unenforceable  in  any  respect,  such  invalidity,   illegally  or
unenforceability shall not effect any other provision of this Note or such other
loan documents, but this Note and such other loan document shall be construed as
if such invalid,  illegal or  unenforceable  provision had never been  contained
herein or therein.


<PAGE>





10) Representation and Warranty. Maker hereby declares,  represents and warrants
to  Holder  that it is a  business  or  commercial  organization  and  that  the
Indebtedness  evidenced  hereby is made for the purpose of acquiring or carrying
on a business  or  commercial  enterprise  within the meaning of the laws of the
State of Texas. Maker shall keep available those number of shares as referred to
in  paragraph 8 above  reserved  and  issuable  only to Holder  until the entire
principle and interest of this Note is satisfied.  Maker hereby further declares
represents and warrants to Holder the following:
         a) The authorized  capital stock of the Company consists of 100,000,000
         shares of Common  Stock and  10,000,000  shares of  Preferred  Stock of
         which  10,849,166  shares  and 0 shares,  respectively,  are issued and
         outstanding   as  of  the  date   hereof   and  are   fully   paid  and
         non-assessable. b) The Company is a corporation duly organized, validly
         existing  and  in  good  standing  under  the  laws  of  the  state  or
         jurisdiction  in which it is  incorporated  and is duly  qualified as a
         foreign  corporation  in all  jurisdictions  in which  the  failure  to
         qualify would  reasonably be expected to have a material adverse effect
         on  the  business,  properties,   prospects,  condition  (financial  or
         otherwise)   or  results  of  operations  of  the  Company  or  on  the
         consummation of any of the transactions  contemplated by this Agreement
         (a "Material Adverse Effect").
         c) The Company has the requisite corporate power and authority to enter
         into the Note  and to  perform  all of its  obligations  hereunder  and
         thereunder (including the issuance,  sale and delivery to Holder of the
         Securities). The execution,  delivery and performance by the Company of
         the Documents and the  consummation by the Company if the  transactions
         contemplated  hereby  have  been  duly and  validly  authorized  by all
         necessary  corporate  action of the part of the  Company and no further
         filing, consent, or authorization is required by the Company, its board
         of  directors,  or its  stockholders.  d) Since June 30, 2008 there has
         been no material adverse change and no material adverse  development in
         the assets, liabilities,  business, properties,  operations,  financial
         condition,  results of  operation or prospects of the Company or any of
         its Subsidiaries.

Holder's Warranty:
a)            Holder is purchasing  the Note and the Common Stock  issuable upon
              conversion or redemption of the Note (the "Conversion Shares" and,
              collectively with the Note, the "Securities") for its own account,
              for  investment  purposes  only and not with a view  towards or in
              connection  with  the  public  sale  or  distribution  thereof  in
              violation of the Securities Act.
b)            Holder is (i) and "accredited investor" within the meaning of Rule
              501 of Regulation D under the Securities Act, (ii)  experienced in
              making  investments of the kind  contemplated  by this  Agreement,
              (iii) capable, by reason of its business and financial experience,
              of  evaluating  the relative  merits and risks of an investment in
              the Securities, and (iv) able to afford the loss of its investment
              in the Securities.
c)            Holder  understands that the Securities are being offered and sold
              by the Company in reliance on an exemption  from the  registration
              requirements of the Securities Act and equivalent state securities
              and "blue sky"  laws,  and that the  Company  is relying  upon the
              accuracy  of,  and  the   Holder's   compliance   with,   Holder's
              representations,  warranties  and  covenants  set  for the in this
              Agreement to determine the  availability of such exemption and the
              eligibility of Holder to purchase the Securities;


<PAGE>




d)            Holder  understands  that the Securities have not been approved or
              disapproved  by  the  Securities  and  Exchange   Commission  (the
              "Commission') or state or provincial securities commission
e)            This Agreement has been duly and validly authorized,  executed and
              delivered by Holder and is a valid and binding agreement of Holder
              enforceable  against it in accordance  with its terms,  subject to
              applicable   bankruptcy,    insolvency,   fraudulent   conveyance,
              reorganization,  moratorium and similar laws affecting  creditors'
              rights and  remedies  generally  and except as rights to indemnity
              and  contribution  may be limited  by federal or state  securities
              laws or the public policy underlying such laws.

11)       Notice.  All  notices,  demands  and  other  communications  given  or
          delivered under this Agreement shall be in writing and shall be deemed
          to have been given when  personally  delivered,  mailed by first class
          mail,  return  receipt  requested,  or  delivered  by express  courier
          service or emailed or sent via facsimile with a hard copy to follow:

          If to Consultant:         J.H. Brech, LLC
                                    1101 E. Duke Street
                                    Hugo, Oklahoma, 74743

          If to Company:   International Paintball Association, Inc.
                                    501 Trophy Lake Dr. Ste 314 PMB 106
                                    Trophy Club, Texas, 76262


         12)  Waiver of Trail by Jury:  Maker  agrees  that any suit,  action or
         proceeding,  whether  claim or  counterclaim,  brought or instituted by
         Holder on or with  respect  to this Note shall be tried only by a court
         and not by a jury. MAKER HEREYBY  EXPRESSLY WAIVES ANY RIGHT TO A TRIAL
         BY JURY IN ANY SUCH SUIT, ACTION, OR PROCEEDING. Maker acknowledges and
         agrees that Holder would not extend credit  hereunder if this waiver of
         a jury trial were not part of this Note.

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

         14)  Assignable.  This  Note  and  Holder's  Interest  therein,  may be
         assigned to another in whole or part by Holder at Holder's option.







                                                  (SIGNATURE PAGE FOLLOWS)


<PAGE>




         IN  WITNESS  WHEREOF,   the  undersigned  has  caused  this  Commercial
         Convertible Promissory Note to be executed as of the day and year first
         above written.




                                INTERNATIONAL PAINTBALL ASSOCIATION, INC.
                                          a Colorado Corporation



                               by:_______________________
                                  President





                                 J.H. BRECH, LLC
                                 a Texas Limited Liability Company



                                by:_______________________
                                   Manager/Member