<PAGE>






                                   UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                              Washington, D. C. 20549

                                       FORM 10-Q


/X/     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                                EXCHANGE ACT OF 1934

                    For the quarterly period ended June 30, 1999.

                                          OR


/ /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                    For The Transition Period From ____ To ___

                         Commission File Number 0-23385


                                   BRASS EAGLE INC.
               (Exact name of registrant as specified in its charter)

                DELAWARE                                71-0578572
          (State or other jurisdiction                I.R.S. Employer
          of incorporation of organization)       Identification Number


                    1201 S. E. 30th St., Bentonville, Arkansas   72712
                    (Address of principal executive offices) (zip code)

                                     501-464-8700
               (Registrant's telephone number, including area code)

          Indicate by a check mark whether the Registrant (1) has filed all
          reports required to be filed by Section 13 or 15(d) of the Securities

          Exchange Act of 1934 during the preceding 12 months (or for such
          shorter period that the Registrant was required to file such reports)
          Yes  X   No  :  and (2) has been subject to such filing requirements
          for the past 90 days.
          Yes    No  X

          The number of shares of the Registrant's Common Stock, $0.01 par
          value, outstanding as of July 19, 1999 was 7,248,479.
<PAGE>
                                  BRASS EAGLE INC.

                                      FORM 10-Q

                              QUARTER ENDED JUNE 30, 1999

                                        INDEX
                                        -----
                                                                     Page
                                                                     ----

PART I:        FINANCIAL INFORMATION

Item 1.        Condensed Financial Statements
               Condensed Balance Sheets as of June 30,
               1999 (unaudited) and December 31, 1998 . . . . . . .   1

               Condensed Statements of Operations for the
               Three and Six Months ended June 30, 1999
               (unaudited) and June 30, 1998 (unaudited). . . . . .   2

               Condensed Statements of Cash Flows for the
               Six Months Ended June 30, 1999 (unaudited)
               and June 30, 1998 (unaudited). . . . . . . . . . . .   3-4

               Notes to Condensed Financial Statements. . . . . . .   5-6

Item 2.        Management's Discussion and Analysis of
               Financial Condition and Results of Operations. . . .   7-12

PART II:  OTHER INFORMATION

Item 4.        Submission of Matters to a Vote of Security Holders.   13

Item 5.        Other Information. . . . . . . . . . . . . . . . . .   13

Item 6.        Exhibits and Reports on Form 8-K. . . . .. . . . . .   14

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
<PAGE>

                                   BRASS EAGLE INC.
PART I:   FINANCIAL INFORMATION

Item 1.   -  Financial Statements
                              CONDENSED BALANCE SHEETS
                         (In thousands except share data)
<TABLE>
<CAPTION>
                                        JUNE 30,       DECEMBER 31,
                                          1999             1998
                                        --------       ------------
                                      (unaudited)
<S>                                     <C>            <C>
 ASSETS
Current assets
 Cash & cash equivalents                $    2,943     $   6,836
 Accounts receivable _
  less allowance for
  doubtful accounts of $457
  in 1999 and $479 in 1998                  18,234        18,271
 Inventories                                12,354         5,607
 Prepaid expenses and other
  current assets                             2,934         2,829
                                        ----------     ---------
     Total current assets                   36,465        33,543
Property and equipment, net                  7,375         5,337
Other assets
 Intangible assets, net                      6,884         2,550
                                        ----------     ---------
                                        $   50,724     $  41,430
                                        ==========     =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
     Accounts payable                   $    6,384     $  2,772
     Accrued expenses                        4,579        4,171
                                        ----------     --------
          Total current liabilities         10,963        6,943
Deferred income taxes                          350          213
Stockholders' equity
 common stock, $.01 par value,
  10,000,000 shares authorized,
  issued and outstanding 7,248,055
  in 1999, and 7,241,951 in 1998                72           72
 Additional paid-in capital                 25,742       25,667
 Retained earnings                          13,597        8,535
                                        ----------     --------
                                            39,411       34,274
                                        ----------     --------
                                        $   50,724     $ 41,430
                                        ==========     ========
</TABLE>
See accompanying notes to condensed financial statement

                                   -1-
<PAGE>
                                   BRASS EAGLE INC
                         CONDENSED STATEMENTS OF OPERATIONS
                    (In thousands except share and per share data)
<TABLE>
<CAPTION>
                         THREE MONTHS ENDED            SIX MONTHS ENDED
                               JUNE 30,                      JUNE 30
                         --------------------          -------------------
                         1999           1998           1999           1998
                         -----          ----           ----           ----
                              (unaudited)                  (unaudited)
<S>                      <C>           <C>             <C>            <C>
Net sales                $  17,416      $  19,497      $  36,420      $  35,155
Cost of sales                9,670         12,196         21,278         22,449
                         ---------      ---------      ---------      ---------
Gross profit                 7,746          7,301         15,142         12,706

Operating expenses           3,359          3,234          7,164          6,698
                         ---------      ---------      ---------      ---------
Operating income             4,387          4,067          7,978          6,008

Interest income/(expense)       55             90            120            231
                         ---------      ---------      ---------      ---------
Income before income
 taxes                       4,442          4,157          8,098          6,239

Provision for income
 taxes                       1,610          1,593          3,036          2,390
                         ----------     ---------      ---------      ---------

Net income               $   2,832      $   2,564      $   5,062      $   3,849
                         ==========     =========      =========      =========

Net income per share:
     Basic               $    0.39      $    0.35      $    0.70      $    0.53
     Diluted             $    0.37      $    0.33      $    0.66      $    0.50

Weighted Average Shares Outstanding:
 Basic                   7,246,434      7,240,756      7,245,739      7,236,793
 Diluted                 7,730,061      7,683,310      7,709,827      7,682,299
</TABLE>


See accompanying notes to condensed financial statements.








                                   -2-
<PAGE>
                                   BRASS EAGLE INC.
                         CONDENSED STATEMENT OF CASH FLOWS
                                   (In Thousands)
<TABLE>
<CAPTION>
                                             SIX MONTHS ENDED
                                                  JUNE 30,
                                        -----------------------------
                                        1999                     1998
                                        ----                     ----
                                                 (Unaudited)
<S>                                     <C>                 <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income                              $    5,062          $    3,849
Adjustments to reconcile net income to
 Net cash from operating activities
 Deferred income taxes                       (139)               (307)
 Depreciation and amortization                 664                 705
 Provision for doubtful accounts                91                 376
 Stock Compensation Expense                     16                  12
Changes in assets and liabilities
 Accounts receivable                          (54)             (6,430)
 Inventories                               (6,702)             (4,161)
 Prepaid expenses and other assets            171                  233
 Accounts payable and accrued expenses      4,020                4,144
 Due from affiliate                              0               2,156
                                        ----------          ----------
Net cash from operating activities           3,129                 577
                                        ----------          ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment        (2,081)              (3,669)
Acquisition of C. M. Support               (5,000)                    0
Net proceeds from investments                    0                9,625
Distribution to Daisy                            0              (2,737)
                                        ----------          -----------
Net cash from investing activities         (7,081)                3,219
                                        ----------          -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on long-term debt                       0                (304)
Common stock issuance                           59                (103)
                                        ----------          -----------
Net cash from financing activities              59                (407)
                                        ----------          -----------
NET CHANGE IN CASH                         (3,893)                3,389
                                        ----------          -----------
CASH AT BEGINNING  OF PERIOD                 6,836                  504
                                        ----------          -----------
CASH AT END OF PERIOD                   $    2,943          $     3,893
                                        ==========          ===========
</TABLE>
                                   -3-
<PAGE>
                                   BRASS EAGLE INC.
                         CONDENSED STATEMENT OF CASH FLOWS
                                   (Continued)
                                  (In Thousands)
<TABLE>
<CAPTION>
                                             SIX MONTHS ENDED
                                                  JUNE 30,
                                        -----------------------------
                                        1999                                                                  1998
                                        ----                     ----
                                                 (Unaudited)
<S>                                     <C>                 <C>
Supplemental disclosures of cash flow
 information
 Cash paid during the year for:
     Interest                           $        0          $        62
     Taxes                                   2,758                2,430
</TABLE>

See accompanying notes to condensed financial statements.

                                   -4-
<PAGE>
                                   BRASS EAGLE INC.

                    Notes to Condensed Financial Statements
 (All information for the three and six month periods ended June 30, 1999 and
                                  1998 is unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies and practices followed by Brass Eagle are
as follows:

DESCRIPTION OF BUSINESS:  Brass Eagle Inc. is a leading manufacturer of
paintball markers and other paintball products. Brass Eagle sells its products
through both foreign and major national domestic retailers.  The financial
statements have been prepared using certain estimates and allocations (see
below) and include only the accounts of Brass Eagle.

INTERIM RESULTS:  The accompanying condensed balance sheet at June 30, 1999 and
the condensed statement of operations for the three and six month periods ended
June 30, 1999 and 1998 and condensed statement of cash flows for the six month
periods ended June 30, 1999 and 1998 are unaudited.  In the opinion of
management, these statements have been prepared on the same basis as the
audited financial statements and include all adjustments, consisting of only
normal recurring adjustments necessary for the fair presentation of the results
of the interim periods. The results of operations for the three and six month
periods ended June 30, 1999 are not necessarily indicative of the results
expected for the full calendar year.  Because all of the disclosures required
by generally accepted accounting principles are not included, these interim
statements should be read in conjunction with the financial statements and
notes thereto contained in the Brass Eagle's 1998 Annual Report.

NOTE 2 - INVENTORIES

Inventories consist of the following components (in thousands):
<TABLE>
<CAPTION>
                                        June 30,             December 31,
                                           1999                 1998
                                        --------            ------------
<S>                                     <C>                 <C>
Finished goods                          $  8,462            $   3,131
Raw materials                              3,892                2,476
                                        --------            ---------
                                        $ 12,354            $   5,607
                                        ========            =========
</TABLE>

NOTE 3 - ACQUISITION

On January 4, 1999, Brass Eagle acquired certain assets of C. M. Support, Inc.
of Dallas, Texas for $5.0 million in cash.  The assets acquired were patents,
trademarks, fixed assets and inventory.  The acquisition was accounted for as a
purchase with approximately $4.6 million allocated to intangible assets and $.4
million allocated to fixed assets and inventory.
                                   -5-
<PAGE>
                                   BRASS EAGLE INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
(All information for the three and six month periods ended June 30, 1999 and
                                   1998 is unaudited)

NOTE 4 - CHANGE-OF-CONTROL AGREEMENT
Brass Eagle has entered into an agreement with the certain officers that
contain change-of-control provisions that would entitle each officer to receive
compensation if there is a change-of-control in the company (as defined) and
their termination of employment.

































                                   -6-
<PAGE>
                                   BRASS EAGLE INC.

ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the accompanying
condensed financial statements for the three and six month periods ended June
30, 1999 and June 30, 1998 and the 1998 Annual Report.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 Certain statements in this filing and in other filings by Brass Eagle with the
Securities and Exchange Commission and in press releases, presentations by
Brass Eagle or its management and oral statements may constitute forward-
looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995.  These statements may include statements regarding Brass
Eagle's financial position, results of operations, market position, product
development, regulatory matters, growth opportunities and growth rates,
acquisition and divestiture opportunities, and other similar forecasts and
statements of expectation.  Words such as expects, anticipates, intends, plans,
believes, seeks, estimates, should and variations of these words and similar
expressions, are intended to identify these forward-looking statements.  The
statements are not statements of historical fact.  Rather, they are based on
Brass Eagle's estimates, assumptions, projections and current expectations, and
are not guarantees of future performance.  Brass Eagle disclaims any obligation
to update or revise any forward-looking statement based upon the occurrence of
future events, the receipt of new information, or otherwise.  The forward-
looking statements involve known and unknown risks, uncertainties, and other
factors which may cause the actual results, performance or achievements of
Brass Eagle to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements.  Factors
that could cause Brass Eagle's actual results to differ materially from the
results, projections and expectations expressed in the forward-looking
statements include the following possibilities:

(1)  Intensifying competition, including specifically the intensification of
     price competition, the entry of new competitors and the introduction of
     new products by new and existing competitors
(2)  Failure to obtain new customers or retain existing customers
(3)  Inability to carry out marketing and sales plans
(4)  Loss of key executives
(5)  General economic and business conditions which are less favorable than
     expected
(6)  Unanticipated changes in industry trends.


                                   -7-
<PAGE>
                                   BRASS EAGLE INC.
YEAR 2000

As is true for most companies, the Year 2000 computer issue could create a risk
for Brass Eagle Inc.  If systems do not correctly recognize date information
when the year changes to 2000, there could be an adverse impact on Brass
Eagle's operations. The risk for Brass Eagle exists in the following areas:
systems used by Brass Eagle to run its business, systems used by Brass Eagle's
suppliers and systems used by Brass Eagle's customers and service providers.

Brass Eagle conducted a comprehensive inventory and evaluation of its systems.
Brass Eagle's information technology infrastructure consists of a business
enterprise resource planning system, departmental workstations, application
servers, and a network system that links all systems at each location.  It is
important to Brass Eagle's operations that these computer systems are
compliant.  Brass Eagle also has several non-information technology systems
that use dates electronically that have been reviewed for compliance.  These
include security systems, fire detection systems, gas detection systems, voice
mail and phone systems, electrical systems, workstations, radio frequency
equipment and telecommunication.

At present, all application and departmental servers have been tested, 100% of
networking infrastructure has been certified and the enterprise resource
planning Unix server has been upgraded.

During 1997, Brass Eagle upgraded its primary business enterprise system to a
version that is Year 2000 compliant.  Brass Eagle completed comprehensive, full
system testing in the fourth quarter of 1998.  The underlying database and raw
data have been either modified to support four digit years or the application
has been modified and tested to support correct date calculations using two
digit years.

Brass Eagle has also contacted its critical suppliers to determine that the
suppliers' operations and the products and services they provide are Year 2000
compliant.  Where practicable, Brass Eagle will attempt to mitigate its risks
with respect to the failure of suppliers to be Year 2000 ready.  The vendors
that Brass Eagle considers to be critical to its business have responded and
Brass Eagle is satisfied with their plans to operate without interruption into
the next century.  In the event that suppliers are not year 2000 compliant,
Brass Eagle may seek alternative sources of suppliers.

Brass Eagle's financial institution has provided reasonable assurance, of Year
2000 operational compliance.  While we can not guarantee the performance of
outside parties, we will continue to monitor their state of readiness, and if
need be seek an alternative financial institution.

Brass Eagle sent questionnaires to several customers and is satisfied by their
responses.  Brass Eagle has tested Electronic Data Interchange order receipt
and invoicing for key customers.

                                   -8-
<PAGE>
                                   BRASS EAGLE INC.

YEAR 2000 (Continued)

Brass Eagle has certified all external providers of mission critical services.
These include telecommunications, security and electrical.  Brass Eagle does
not expect any issue with respect to Year 2000 issues that will lead to
significant service interruptions.

Since Brass Eagle is a relatively new company, most of its computer equipment
and software is Year 2000 certified.   The external cost for Brass Eagle, in
its efforts to become Year 2000 compliant in 1998, was approximately $35,000.
The internal cost of Year 2000 compliance is not measured by Brass Eagle.  No
significant costs relating to Year 2000 compliance are anticipated for 1999.

Management believes its actions to be sufficient for Year 2000 remediation.
However, management plans to monitor all critical systems at the change of the
millenium and other critical dates in order to promptly respond to any systems
issues which may arise.

RESULTS OF OPERATIONS

The following table sets forth operations data as a percentage of sales for the
periods indicated:
<TABLE>

<CAPTION>
                    Three Months Ended              Six Months Ended
                          June 30,                       June 30,
                    ------------------            -------------------
                    1999      1998                1999           1998
                    ----      ----                ----           ----
<S>                 <C>       <C>                 <C>            <C>
Sales               100.0%    100.0%              100.0%         100.0%
Cost of sales        55.5%      62.6%              58.4%          63.9%
Gross profit         44.5%      37.4%              41.6%          36.1%
Operating expenses   19.3%      16.6%              19.7%          19.0%
Operating income     25.2%      20.8%              21.9%          17.1%
Net income           16.3%      13.2%              13.9%          10.9%
</TABLE>

THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THREE MONTHS ENDED
JUNE 30, 1998

SALES.  Sales decreased by 10.8% to $17.4 million for the three months ended
June 30, 1999 compared to $19.5 million in the three months ended June 30,
1998.  The decrease in sales was primarily due to a shift in the timing of
product expansions at certain retailers.  Additionally, last year's second
quarter included significant new store stocking orders.  Of the $2.1 million
decrease in sales, $0.4 million was due to a decrease in selling price and $1.7
million was due to a volume difference.
                                   -9-
<PAGE>
                                   BRASS EAGLE INC.

RESULTS OF OPERATIONS (Continued)

Domestic sales decreased by 14.6% to $16.4 million (or 94.3% of sales) for the
three months ended June 30, 1999 from $19.2 million (or 98.5% of sales) for the
three months ended June 30, 1998.  International sales increased by 215.5% to
$1.0 million (5.7% of sales) for the three months ended June 30, 1999 from
$317,000 (or 1.5% of sales) for the three months ended June 30, 1998.  The
increase in International sales was primarily due to increased sales to
Canadian customers and a European distributor.

GROSS PROFIT.  Gross profit as a percentage of net sales increased to 44.5% for
the three months ended June 30, 1999; as compared to 37.4% for the three months
ended June 30, 1998. This increase was primarily due to the Brass Eagle
paintball production facility producing approximately 58% of the requirements
in the second quarter, that were previously purchased at a higher unit cost.
In addition, the gross profit was favorably impacted by increasing the mix of
the Viewloader products sold.  Brass Eagle also continued to achieve a
favorable raw material purchase price variance by obtaining volume discounts
and resourcing certain requirements.

OPERATING EXPENSES.  Operating expenses increased by 6.3% to $3.4 million in
the three months ended June 30, 1999 compared to $3.2 million in the three
months ended June 30, 1998.  This represented an increase from 16.6% of sales
to 19.3% of sales as a result of increased marketing costs and additional
amortization of goodwill as a result of acquiring certain assets of C. M.
Support.

OPERATING INCOME.  Operating income increased by 7.3% to $4.4 million in the
three months ended June 30, 1999 as compared to $4.1 million in the three
months ended June 30, 1998.  The increase was primarily due to improved gross
profit percentages.

INTEREST.  Brass Eagle recorded interest income of $55,000 in the three months
ended June 30, 1999 as compared to interest income of $90,000 in the three
months ended June 30, 1998.  The change was primarily due to a reduction of
cash in short-term investments associated with funds expended to build and
equip Brass Eagle's new paintball facility completed during 1998 and the
acquisition of certain assets from C. M. Support in January 1999.

INCOME TAX RATE.  Brass Eagle's effective federal and state income tax rate was
36.2% in the three months ended June 30, 1999 and 38.3% in the three months
ended June 30, 1998.  The decrease in the income tax rate is due to Brass
Eagle qualifying for certain Missouri enterprise zone tax credits.
                                   -10-
<PAGE>
                                   BRASS EAGLE INC.
RESULTS OF OPERATIONS (Continued)

SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO SIX MONTH ENDED JUNE 30, 1998

SALES.  Sales increased by 3.4% to $36.4 million for the first six months of
1999 compared to $35.2 million the first six months of 1998.  The increase in
sales of $1.2 million was due to an increase of $2.4 million in volume offset
by a $1.2 million decrease in price.  The increase in volume was primarily due
to sales of accessories from the Viewloader product line acquisition and
increased volumes of certain markers.  The decrease in price was primarily a
decrease in the average selling price of paintballs.

Domestic sales increased by 0.9% to $34.9 million (or 95.9% of sales) for the
six months ended June 30, 1999 from $34.6 million (or 98.4% of sales) for the
six months ended June 30, 1998.  International sales increased by 172.7% to
$1.5 million (or 4.1% of sales) for the six months ended June 30, 1999 from
$550,000 (or 1.6% of sales) for the six months ended June 30, 1998.
International sales increased primarily because of increased sales to Canadian
customers and a European distributor.

GROSS PROFIT.  Gross profit as a percentage of net sales increased to 41.6% for
the first six months of 1999 compared to 36.1% for the first six months of
1998.  This increase was primarily due to the Brass Eagle paintball production
facility producing approximately 63% of the requirements for the first six
months of 1999 that were previously purchased at a higher unit cost.  The gross
profit was favorably impacted by incorporating the production of the Viewloader
products at Brass Eagle.  Brass Eagle also continued to generate a favorable
raw material purchase price variance by obtaining volume discounts and
resourcing certain requirements.

OPERATING EXPENSES.  Operating expenses increased by 7.5% to $7.2 million the
first six months of 1999 compared to $6.7 million in the first six months of
1998.  This represented an increase from 19.0% of sales to 19.7% of sales as a
result of increased marketing costs and additional goodwill associated with
acquiring certain assets from C. M. Support.

OPERATING INCOME.  Operating income increased by 33.3% to $8.0 million in the
first six months of 1999 compared to $6.0 million in the first six months of
1998. The increase was primarily due to improved gross profit percentages.

INTEREST.  Brass Eagle recorded interest income of $120,000 in the first six
months of 1999 compared to interest income of $231,000 in the first six months
of 1998.  The changes were primarily due to a reduction of cash in short-term
investment, associated with funds expended to build and equip Brass Eagle's new
paintball facility completed during 1998 and the acquisition of certain assets
from C. M. Support in January 1999.

INCOME TAX RATE.   Brass Eagle's effective federal and state income tax rate
was 37.5% in the first six months ended June 30, 1999 and 38.3% for the first
six months ended June 30, 1998.  The decrease in the income tax rate is due to
Brass Eagle qualifying for certain Missouri enterprise zone tax credits.
                                   -11-
<PAGE>
                                   BRASS EAGLE INC.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 1999 Brass Eagle had working capital of $25.5 million. Brass Eagle
has in place a $10 million line of credit with Bank of America.  Brass Eagle is
planning capital expenditures of approximately $1.9 million for the remainder
of 1999 for a new office building and the expansion and improvement of
manufacturing capacity.

Brass Eagle believes that funds generated from operations, together with
borrowings under the credit facility, will be adequate to meet its anticipated
cash requirements for at least the next 18 months.  Brass Eagle may, when and
if the opportunity arises, acquire other businesses involved in activities or
having product lines that are compatible with those of Brass Eagle or pursue
the vertical integration of production capabilities for one or more of Brass
Eagle's products which are currently purchased from third parties.  The capital
expenditures that would be associated with any such activities that may occur
in the future would be funded with available cash and cash equivalents,
borrowings from the credit facility, working capital, or a combination of these
sources.

Net cash provided by operating activities for the six months ended June 30,
1999 was $3.1 million, which consisted primarily of net income of $5.1 million,
depreciation and amortization expense of $664,000, less net increases in
accounts receivable of $54,000, an increase in accounts payable and accrued
expenses and prepaid expenses of $4.2 million, an increase in inventory of $6.7
million and an increase in deferred taxes of $139,000.  Approximately $2
million of the increase in inventory is the result of a build up of inventory
for orders booked to correspond with large promotions by national mass
merchandisers in the second half of 1999.

Net cash used in investing activities was $7.1 million for the six months ended
June 30, 1999. Brass Eagle used $5.0 million to purchase certain assets of C.
M. Support and $2.1 million was used to fund other capital expenditures.

Net cash provided by financing activities was $59,000 in the six months ended
June 30, 1999, due to issuance of common stock.

Effective September 1, 1999, Brass Eagle has renewed its agreement with the
supplier of its masks for a term of three (3) years on terms similar to the
existing agreement.










                                   -12-
<PAGE>
                                   BRASS EAGLE INC.


PART II:  OTHER INFORMATION

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)  On May 13, 1999 Brass Eagle held its Second Annual Meeting of Stockholders
     in Bentonville, Arkansas, for the purposes of electing five members of the
     Board of Directors.

(b)  The following table sets forth the directors elected at such meeting and
     the number of votes cast for and withheld for each director:

     <TABLE>
     <CAPTION>
     Directors                          For                 Withheld
     ---------                          ---                 --------
     <S>                                <C>                 <C>
     Marvin W. Griffin                  6,585,296              790
     E. Lynn Scott                      6,584,946            1,140
     Anthony J. Dowd                    6,585,296              790
     H. Gregory Wold                    6,585,296              790
     Stephen J. Schaubert               6,585,296              790
     </TABLE>

ITEM 5.  OTHER INFORMATION

Pursuant to newly adopted rules of the Securities and Exchange Commission, any
proposals of stockholders intended to be presented at Brass Eagle's annual
meeting of stockholders in 2000 must be received by Brass Eagle at its
principal executive offices not later than December 7, 1999 in order to be
included in Brass Eagle's Proxy Statement and Proxy Form relating to that
meeting.  If a stockholder intends to present a proposal at Brass Eagle's
annual meeting in 2000 without requesting Brass Eagle to include the proposal
in Brass Eagle's proxy material, the stockholder must notify Brass Eagle of the
proposal on or prior to February 20, 2000.  Otherwise, at the meeting
management may, with regard to the proposal, use its discretionary authority to
vote the proxies held by it even though there will be no discussion of the
proposal in the 2000 proxy statement.











                                   -13-
<PAGE>
                                   BRASS EAGLE INC.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

 The following exhibits are filed with this Report or are incorporated herein
by reference to previously filed material:

(a)  Exhibits

Exhibit
Number    Description of Document
-------   -----------------------

10(i)     Change-of-Control Agreement between Brass Eagle Inc. and Steve Cherry
          effective May 17, 1999.

10(ii)    Change-of-Control Agreement between Brass Eagle Inc. and Steve DeMent
          effective May 17, 1999.

10(iii)   Change-of-Control Agreement between Brass Eagle Inc. and John D.
          Flynn effective May 17, 1999.

10(iv)    Change-of-Control Agreement between Brass Eagle Inc. and J. R. Brian
          Hanna effective May 17, 1999.

10(v)     Change-of-Control Agreement between Brass Eagle Inc. and Daniel
          Obergfell effective May 17, 1999.

10(vi)    Change-of-Control Agreement between Brass Eagle Inc. and Charles
          Prudhomme effective May 17, 1999.

10(vii)   1999 Distributor Agreement between Brass Eagle Inc. and Leader
          Industries Inc. effective September 1, 1999.

11        Statement of Computation of Earnings Per Share

27        Financial Data Schedule
-------------------------------------------------------------------------------
(b)  Reports on Form 8-K:

None










                                   -14-
<PAGE>

                                   BRASS EAGLE INC.


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                   Brass Eagle Inc.




                                   By:  /s/  J. R. Brian Hanna
                                             J. R. Brian Hanna
                                        Vice President-Finance and Chief
                                        Financial Officer and Treasurer
                                        (on behalf of the Registrant and as the
                                        Registrant's principal Financial and
                                        Accounting Officer)


































                                   -15-
<PAGE>
                                   BRASS EAGLE INC.

                                     EXHIBIT INDEX
                                     -------------

The following exhibits are filed with this Report or are incorporated herein by
reference to previously filed material:

NUMBER    DESCRIPTION OF DOCUMENT
------    -----------------------

10(i)     Change-of-Control Agreement between Brass Eagle Inc. and Steve Cherry
          effective May 17, 1999.

10(ii)    Change-of-Control Agreement between Brass Eagle Inc. and Steve DeMent
          effective May 17, 1999.

10(iii)   Change-of-Control Agreement between Brass Eagle Inc. and John D.
          Flynn effective May 17, 1999.

10(iv)    Change-of-Control Agreement between Brass Eagle Inc. and J. R. Brian
          Hanna effective May 17, 1999.

10(v)     Change-of-Control Agreement between Brass Eagle Inc. and Daniel
          Obergfell effective May 17, 1999.

10(vi)    Change-of-Control Agreement between Brass Eagle Inc. and Charles
          Prudhomme effective May 17, 1999.

10(vii)   1999 Distributor Agreement between Brass Eagle Inc. and Leader
          Industries Inc. effective September 1, 1999.

11        Statement of Computation of Earnings Per Share

27        Financial Data Schedule
<PAGE>
                                   BRASS EAGLE INC.              EXHIBIT 10(i)

                              CHANGE-OF-CONTROL AGREEMENT

This Agreement is executed this 17th day of May, 1999 by and between Brass Eagle
Inc. (`Employer') and Steve Cherry (`Executive'), to be effective immediately.

WHEREAS, Employer wishes to assure continuity of upper management personnel;
and

WHEREAS, Executive desires financial protection in the event of unforeseen
circumstances;

NOW, THEREFORE, the parties agree as follows:

1.   `Change in Control' shall be deemed to have occurred if the conditions set
     forth in any one of the following paragraphs shall have been satisfied:

     A.   the Employer's shareholders approve (or, in the event no approval of
          the Employer's shareholders is required, the Employer consummates) a
          merger, consolidation, share exchange, division or other
          reorganization or transaction of the Employer (a `Fundamental
          Transaction') with any other corporation, other than a Fundamental
          Transaction which would result in the voting securities of the
          Employer outstanding immediately prior thereto continuing to
          represent (either by remaining outstanding or by being converted into
          voting securities of the surviving entity) at least 51 percent (51%)
          of the combined voting power immediately after such Fundamental
          Transaction of (i) the Employer's outstanding securities, (ii) the
          surviving entity's outstanding securities, or (iii) in the case of a
          division, the outstanding securities of each entity resulting from
          the division; or

     B.   the shareholders of the Employer approve a plan of complete
          liquidation or winding-up of the Employer or an agreement for the
          sale or disposition (in one transaction or a series of transactions)
          of all or substantially all of the Employer's assets;

2.   In the event of a Change in Control, Executive shall have the following
     rights:

     A.   If Employer does not wish to continue Executive as an employee of
          Employer, with salary equal to or greater than Executive's annual
          compensation prior to the Change in Control, then Executive shall be
          entitled to one year's severance pay at Executive's rate of pay prior
          to the Change in Control, plus bonus payment on the same basis as in
          effect prior to the Change in Control, plus all benefits in effect
          prior to the Change in Control.

     B.   If Employer wishes to continue the services of Executive after the
          Change in Control, Executive shall have the option of electing to
          continue as an employee of Employer or to elect a one-year severance
          package as outlined in A. above.
<PAGE>
                                   BRASS EAGLE INC.              EXHIBIT 10(i)

CHANGE-OF-CONTROL AGREEMENT (Continued)

     C.   In no event shall Executive receive less than one year's compensation
          after the date of the Change in Control.

3.   This Agreement shall have a term of three (3) years from the date of
     execution.

4.   This Agreement shall be interpreted according to the laws of the State of
     Arkansas.

Executed the date first written above.

BRASS EAGLE INC.                             EXECUTIVE




BY: /s/ Lynn Scott                           /s/ Steve Cherry

Title:  President                            Name: Steve Cherry
<PAGE>
                                   BRASS EAGLE INC.              EXHIBIT 10(i)

                              CHANGE-OF-CONTROL AGREEMENT

This Agreement is executed this 17th day of May, 1999 by and between Brass Eagle
Inc. (`Employer') and Steven R. DeMent (`Executive'), to be effective
immediately.

WHEREAS, Employer wishes to assure continuity of upper management personnel;
and


WHEREAS, Executive desires financial protection in the event of unforeseen
circumstances;

NOW, THEREFORE, the parties agree as follows:

1.   `Change in Control' shall be deemed to have occurred if the conditions set
     forth in any one of the following paragraphs shall have been satisfied:

     A. the Employer's shareholders approve (or, in the event no approval of
        the Employer's shareholders is required, the Employer consummates) a
        merger, consolidation, share exchange, division or other
        reorganization or transaction of the Employer (a `Fundamental
        Transaction') with any other corporation, other than a Fundamental
        Transaction which would result in the voting securities of the
        Employer outstanding immediately prior thereto continuing to
        represent (either by remaining outstanding or by being converted into
        voting securities of the surviving entity) at least 51 percent (51%)
        of the combined voting power immediately after such Fundamental
        Transaction of (i) the Employer's outstanding securities, (ii)
        the surviving entity's outstanding securities, or (iii) in the case
        of a division, the outstanding securities of each entity resulting
        from the division; or

     B. the shareholders of the Employer approve a plan of complete
        liquidation or winding-up of the Employer or an agreement for the
        sale or disposition (in one transaction or a series of transactions)
        of all or substantially all of the Employer's assets;

2.   In the event of a Change in Control, Executive shall have the following
     rights:

     A. If Employer does not wish to continue Executive as an employee of
        Employer, with salary equal to or greater than Executive's annual
        compensation prior to the Change in Control, then Executive shall be
        entitled to one year's severance pay at Executive's rate of pay prior
        to the Change in Control, plus bonus payment on the same basis as in
        effect prior to the Change in Control, plus all benefits in effect
        prior to the Change in Control.
<PAGE>
                                   BRASS EAGLE INC.              EXHIBIT 10(i)

CHANGE-OF-CONTROL AGREEMENT (Continued)

     B. If Employer wishes to continue the services of Executive after the
        Change in Control, Executive shall have the option of electing to
        continue as an employee of Employer or to elect a one-year severance
        package as outlined in A. above.

     C. In no event shall Executive receive less than one year's compensation
        after the date of the Change in Control.

3.   This Agreement shall have a term of three (3) years from the date of
     execution.

4.   This Agreement shall be interpreted according to the laws of the State of
     Arkansas.

Executed the date first written above.

BRASS EAGLE INC.                             EXECUTIVE




BY: /s/ Lynn Scott                           /s/ Steven R. DeMent
Title:  President                            Name: Steven R. DeMent
<PAGE>
                                   BRASS EAGLE INC.              EXHIBIT 10(i)

                              CHANGE-OF-CONTROL AGREEMENT

This Agreement is executed this 17th day of May, 1999 by and between Brass Eagle
Inc. (`Employer') and John D. Flynn (`Executive'), to be effective immediately.

WHEREAS, Employer wishes to assure continuity of upper management personnel;
and

WHEREAS, Executive desires financial protection in the event of unforeseen
circumstances;

NOW, THEREFORE, the parties agree as follows:

1.   `Change in Control' shall be deemed to have occurred if the conditions set
     forth in any one of the following paragraphs shall have been satisfied:

     A.   the Employer's shareholders approve (or, in the event no approval of
          the Employer's shareholders is required, the Employer consummates) a
          merger, consolidation, share exchange, division or other
          reorganization or transaction of the Employer (a `Fundamental
          Transaction') with any other corporation, other than a Fundamental
          Transaction which would result in the voting securities of the
          Employer outstanding immediately prior thereto continuing to
          represent (either by remaining outstanding or by being converted into
          voting securities of the surviving entity) at least 51 percent (51%)
          of the combined voting power immediately after such Fundamental
          Transaction of (i) the Employer's outstanding securities, (ii)
          the surviving entity's outstanding securities, or (iii) in the case
          of a division, the outstanding securities of each entity resulting
          from the division; or

     B.   the shareholders of the Employer approve a plan of complete
          liquidation or winding-up of the Employer or an agreement for the
          sale or disposition (in one transaction or a series of transactions)
          of all or substantially all of the Employer's assets;

2.   In the event of a Change in Control, Executive shall have the following
     rights:

     A.   If Employer does not wish to continue Executive as an employee of
          Employer, with salary equal to or greater than Executive's annual
          compensation prior to the Change in Control, then Executive shall be
          entitled to one year's severance pay at Executive's rate of pay prior
          to the Change in Control, plus bonus payment on the same basis as in
          effect prior to the Change in Control, plus all benefits in effect
          prior to the Change in Control.
<PAGE>
                                   BRASS EAGLE INC.              EXHIBIT 10(i)

CHANGE-OF-CONTROL AGREEMENT (Continued)

     B.   If Employer wishes to continue the services of Executive after the
          Change in Control, Executive shall have the option of electing to
          continue as an employee of Employer or to elect a one-year severance
          package as outlined in A. above.

     C.   In no event shall Executive receive less than one year's compensation
          after the date of the Change in Control.

3.   This Agreement shall have a term of three (3) years from the date of
     execution.

4.   This Agreement shall be interpreted according to the laws of the State of
     Arkansas.

Executed the date first written above.

BRASS EAGLE INC.                             EXECUTIVE




BY: /s/ Lynn Scott                           /s/ John D. Flynn

Title:  President                            Name: John D. Flynn
<PAGE>
                                   BRASS EAGLE INC.              EXHIBIT 10(i)

                              CHANGE-OF-CONTROL AGREEMENT

This Agreement is executed this 17th day of May, 1999 by and between Brass Eagle
Inc. (`Employer') and J. R. Brian Hanna (`Executive'), to be effective
immediately.

WHEREAS, Employer wishes to assure continuity of upper management personnel;
and

WHEREAS, Executive desires financial protection in the event of unforeseen
circumstances;

NOW, THEREFORE, the parties agree as follows:

1.   'Change in Control' shall be deemed to have occurred if the conditions set
     forth in any one of the following paragraphs shall have been satisfied:

     A.   the Employer's shareholders approve (or, in the event no approval of
          the Employer's shareholders is required, the Employer consummates) a
          merger, consolidation, share exchange, division or other
          reorganization or transaction of the Employer (a `Fundamental
          Transaction') with any other corporation, other than a Fundamental
          Transaction which would result in the voting securities of the
          Employer outstanding immediately prior thereto continuing to
          represent (either by remaining outstanding or by being converted into
          voting securities of the surviving entity) at least 51 percent (51%)
          of the combined voting power immediately after such Fundamental
          Transaction of (i) the Employer's outstanding securities, (ii)
          the surviving entity's outstanding securities, or (iii) in the case
          of a division, the outstanding securities of each entity resulting
          from the division; or

     B.   the shareholders of the Employer approve a plan of complete
          liquidation or winding-up of the Employer or an agreement for the
          sale or disposition (in one transaction or a series of transactions)
          of all or substantially all of the Employer's assets;

2.   In the event of a Change in Control, Executive shall have the following
     rights:

     A.   If Employer does not wish to continue Executive as an employee of
          Employer, with salary equal to or greater than Executive's annual
          compensation prior to the Change in Control, then Executive shall be
          entitled to one year's severance pay at Executive's rate of pay prior
          to the Change in Control, plus bonus payment on the same basis as in
          effect prior to the Change in Control, plus all benefits in effect
          prior to the Change in Control.
<PAGE>
                                   BRASS EAGLE INC.              EXHIBIT 10(i)

CHANGE-OF-CONTROL AGREEMENT (Continued)

     B.   If Employer wishes to continue the services of Executive after the
          Change in Control, Executive shall have the option of electing to
          continue as an employee of Employer or to elect a one-year severance
          package as outlined in A. above.

     C.   In no event shall Executive receive less than one year's compensation
          after the date of the Change in Control.

3.   This Agreement shall have a term of three (3) years from the date of
     execution.

4.   This Agreement shall be interpreted according to the laws of the State of
     Arkansas.

Executed the date first written above.

BRASS EAGLE INC.                             EXECUTIVE




BY: /s/ Lynn Scott                           /s/ J. R. Brian Hanna
Title:  President                            Name: J. R. Brian Hanna
<PAGE>
                                   BRASS EAGLE INC.              EXHIBIT 10(i)

                              CHANGE-OF-CONTROL AGREEMENT

This Agreement is executed this 17th day of May, 1999 by and between Brass Eagle
Inc. (`Employer') and Daniel L. Obergfell (`Executive'), to be effective
immediately.

WHEREAS, Employer wishes to assure continuity of upper management personnel;
and

WHEREAS, Executive desires financial protection in the event of unforeseen
circumstances;

NOW, THEREFORE, the parties agree as follows:

1.   `Change in Control' shall be deemed to have occurred if the conditions set
     forth in any one of the following paragraphs shall have been satisfied:

     A.   the Employer's shareholders approve (or, in the event no approval of
          the Employer's shareholders is required, the Employer consummates) a
          merger, consolidation, share exchange, division or other
          reorganization or transaction of the Employer (a `Fundamental
          Transaction') with any other corporation, other than a Fundamental
          Transaction which would result in the voting securities of the
          Employer outstanding immediately prior thereto continuing to
          represent (either by remaining outstanding or by being converted into
          voting securities of the surviving entity) at least 51 percent (51%)
          of the combined voting power immediately after such Fundamental
          Transaction of (i) the Employer's outstanding securities, (ii)
          the surviving entity's outstanding securities, or (iii) in the case
          of a division, the outstanding securities of each entity resulting
          from the division; or

     B.   the shareholders of the Employer approve a plan of complete
          liquidation or winding-up of the Employer or an agreement for the
          sale or disposition (in one transaction or a series of transactions)
          of all or substantially all of the Employer's assets;

2.   In the event of a Change in Control, Executive shall have the following
     rights:

     A.   If Employer does not wish to continue Executive as an employee of
          Employer, with salary equal to or greater than Executive's annual
          compensation prior to the Change in Control, then Executive shall be
          entitled to one year's severance pay at Executive's rate of pay prior
          to the Change in Control, plus bonus payment on the same basis as in
          effect prior to the Change in Control, plus all benefits in effect
          prior to the Change in Control.
<PAGE>
                                   BRASS EAGLE INC.              EXHIBIT 10(i)

CHANGE-OF-CONTROL AGREEMENT (Continued)

     B.   If Employer wishes to continue the services of Executive after the
          Change in Control, Executive shall have the option of electing to
          continue as an employee of Employer or to elect a one-year severance
          package as outlined in A. above.

     C.   In no event shall Executive receive less than one year's compensation
          after the date of the Change in Control.

3.   This Agreement shall have a term of three (3) years from the date of
     execution.

4.   This Agreement shall be interpreted according to the laws of the State of
     Arkansas.

Executed the date first written above.

BRASS EAGLE INC.                             EXECUTIVE




BY: /s/ Lynn Scott                           /s/ Daniel L. Obergfell
Title:  President                            Name: Daniel L. Obergfell
<PAGE>
                                   BRASS EAGLE INC.              EXHIBIT 10(i)

                              CHANGE-OF-CONTROL AGREEMENT

This Agreement is executed this 17th day of May, 1999 by and between Brass Eagle
Inc. (`Employer') and Charles Prudhomme (`Executive'), to be effective
immediately.

WHEREAS, Employer wishes to assure continuity of upper management personnel;
and

WHEREAS, Executive desires financial protection in the event of unforeseen
circumstances;

NOW, THEREFORE, the parties agree as follows:

1.   `Change in Control' shall be deemed to have occurred if the conditions set
     forth in any one of the following paragraphs shall have been satisfied:

     A.   the Employer's shareholders approve (or, in the event no approval of
          the Employer's shareholders is required, the Employer consummates) a
          merger, consolidation, share exchange, division or other
          reorganization or transaction of the Employer (a `Fundamental
          Transaction') with any other corporation, other than a Fundamental
          Transaction which would result in the voting securities of the
          Employer outstanding immediately prior thereto continuing to
          represent (either by remaining outstanding or by being converted into
          voting securities of the surviving entity) at least 51 percent (51%)
          of the combined voting power immediately after such Fundamental
          Transaction of (i) the Employer's outstanding securities, (ii)
          the surviving entity's outstanding securities, or (iii) in the case
          of a division, the outstanding securities of each entity resulting
          from the division; or

     B.   the shareholders of the Employer approve a plan of complete
          liquidation or winding-up of the Employer or an agreement for the
          sale or disposition (in one transaction or a series of transactions)
          of all or substantially all of the Employer's assets;

2.   In the event of a Change in Control, Executive shall have the following
     rights:

     A.   If Employer does not wish to continue Executive as an employee of
          Employer, with salary equal to or greater than Executive's annual
          compensation prior to the Change in Control, then Executive shall be
          entitled to one year's severance pay at Executive's rate of pay prior
          to the Change in Control, plus bonus payment on the same basis as in
          effect prior to the Change in Control, plus all benefits in effect
          prior to the Change in Control.
<PAGE>
                                   BRASS EAGLE INC.              EXHIBIT 10(i)

CHANGE-OF-CONTROL AGREEMENT (Continued)

     B.   If Employer wishes to continue the services of Executive after the
          Change in Control, Executive shall have the option of electing to
          continue as an employee of Employer or to elect a one-year severance
          package as outlined in A. above.

     C.   In no event shall Executive receive less than one year's compensation
          after the date of the Change in Control.

3.   This Agreement shall have a term of three (3) years from the date of
     execution.

4.   This Agreement shall be interpreted according to the laws of the State of
     Arkansas.

Executed the date first written above.

BRASS EAGLE INC.                             EXECUTIVE




BY: /s/ Lynn Scott                           /s/ Charles Prudhomme
Title:  President                            Name: Charles Prudhomme
<PAGE>
                                   BRASS EAGLE INC.
                                                       EXHIBIT 10(vii)

Confidential portions of the Distributor Agreement with Leader Industries, Inc.
have been omitted and filed separately with the Commission.

                           1999 DISTRIBUTOR AGREEMENT

 THIS AGREEMENT made and entered into by and between LEADER INDUSTRIES INC., (a
Quebec corporation having operations in the State of New York) with its
principal place of business at 1280 Nobel Street, Boucherville, Quebec, Canada
J4B 5H1, hereinafter referred to as `Manufacturer', and BRASS EAGLE INC., (a
Delaware corporation), with its principal place of business at 1201 South East
- 30th Street, Bentonville, Arkansas 72712 hereinafter referred to as
`Distributor'.

                                  WITNESSETH:

 WHEREAS, manufacturer is engaged in the manufacture and sale of paintball
masks together with spare parts and accessories used in connection therewith as
set forth on Addendum `A' attached hereto (collectively sometimes called the
`Products'); and

 WHEREAS, Distributor desires to market such Products and Manufacturer wants it
to do so in the manner hereinafter set forth; and

 WHEREAS, Distributor is engaged in the manufacturing of certain paintball
products and accessories other than protective eyewear and in the sale of a
complete line of paintball products and accessories; and

 WHEREAS, this Agreement shall replace, as of and from September 1, 1999, the
existing Distributor Agreement entered into on August 31, 1995 between
manufacturer and Distributor (then known as Daisy Manufacturing Company, Inc.);

 NOW THEREFORE, in consideration of the premises and of the mutual agreements
and covenants hereinafter set forth, Manufacturer and Distributor agree as
follows:

 SECTION 1.  PURCHASE, SALES, AND DELIVERY OF PRODUCTS.

     A.   TERRITORY.  Manufacturer hereby appoints Distributor exclusive
          distributor for the sale of the Products worldwide, except Canada
          (the 'Territory').  Notwithstanding the foregoing, Distributor may
          sell Products to U.S.-based mass merchants who carry on, directly or
          through subsidiaries, retail sale operations in Canada.
<PAGE>
                                BRASS EAGLE INC.
                                                       EXHIBIT 10(vii)


1999 DISTRIBUTOR AGREEMENT (Continued)

     B.   ACCEPTANCE BY DISTRIBUTOR.  Distributor accepts the appointment made
          in section 1.A. hereof.  Distributor agrees to use its best efforts
          to develop the market for the Products in the Territory, and to
          promote, sell, and distribute the Products in such a way as to
          maintain and enhance the demand therefore within the Territory.
          Except as otherwise expressly set forth in this Agreement,
          Manufacturer shall not be required to furnish Distributor with any
          know-how or other proprietary information.

     C.   EXCLUSIVE PRODUCT MARKETING BY  DISTRIBUTOR.  During the term of this
          Agreement, except as otherwise expressly permitted in writing,
          Distributor shall not, and shall cause its affiliates not to, market,
          manufacture, or cause to be manufactured, sell, import, or take any
          steps designed to lead to the act of marketing, manufacturing,
          selling, or importing within the Territory any items in direct
          competition with the Products.  Distributor agrees that it shall not,
          and shall cause its affiliates not to, sell, market, or distribute
          any Products outside the Territory.

     D.   PRICE AND DISCOUNTS.  The prices of the Products and other terms of
          purchase are set forth in Addendum `A' attached hereto.

          The parties agree to periodically review and consult each other as to
          the pricing of the Products with a view to ensuring their
          competitiveness in the market from a price standpoint while providing
          reasonable profit margins to the parties hereto.

     E.   ORDER AND WARRANTY.  Distributor agrees to submit purchase orders in
          writing and signed by Distributor for all Products ordered by it.  In
          addition to the terms and conditions set forth on the purchase order
          (Addendum `B') to the extent they are not superseded by the terms
          hereof, the following conditions shall apply to and become a part of
          each purchase order submitted by Distributor for the Products:

          1.   Distributor shall have the right to select the mode of
               transportation to be used in the shipment of the Products
               ordered by it.

          2.   All shipments shall be F.O.B. Manufacturer's warehouse or plant
               in Boucherville, Quebec.  Transportation charges shall be borne
               by Distributor and title to all Products shall pass to
               Distributor and Distributor shall assume all risks of loss upon
               delivery of such Products to Distributor's carrier.  Payments
               for all merchandise shall be made in the lawful currency of the
               United States of America.
<PAGE>
                                BRASS EAGLE INC.
                                                       EXHIBIT 10(vii)

1999 DISTRIBUTOR AGREEMENT (Continued)

          3.   a.   Manufacturer hereby warrants that any product to be
                    delivered pursuant to this Agreement and manufactured by
                    Manufacturer shall (i) be free from defects in material and
                    workmanship which impair its functioning under normal and
                    proper use for the purpose for which it was intended and
                    (ii) shall comply with the specifications issued by
                    Manufacturer describing such Product and with ASTM American
                    Society for Testing and Materials) standards.

               b.   If distributor notifies Manufacturer during the 90-day
                    warranty period of any such defect and such defect is
                    demonstrated or substantiated to the reasonable
                    satisfaction of Manufacturer, then Manufacturer shall at
                    its expense, have the Product returned, and its sole
                    obligation under this warranty shall be to, either repair
                    or replace the defective portion of the relevant Product or
                    credit Distributor with the price paid therefor.

               c.   Manufacturer extends this warranty to Distributor only with
                    respect to those Products (or portions thereof)
                    manufactured by Manufacturer.  However, if Manufacturer
                    obtains warranties from manufacturers (other than
                    Manufacturer) of Products (or portions thereof) sold to
                    Distributor but not so manufactured by manufacturer, then
                    Manufacturer shall, and hereby does, assign to Distributor
                    all of such manufacturers' warranties so obtained to the
                    fullest extent such assignment is permitted by such
                    manufacturers.

               d.   The warranty set forth above shall be null and void and not
                    apply to any Product which is (i) altered, modified,
                    damaged, or repaired by someone other than Manufacturer,
                    (ii) damaged due to use contrary to any package insert,
                    instruction manual, or other labeling furnished by
                    Manufacturer, (iii) damaged due to the use of equipment not
                    manufactured, supplied, or approved by manufacturer, (iv)
                    not maintained in accordance with any specifications or
                    directions supplied by Manufacturer or (v) otherwise
                    abused, misuses or subjected to an accident, whether
                    intentional or negligent.
<PAGE>
                                BRASS EAGLE INC.
                                                       EXHIBIT 10(vii)

1999 DISTRIBUTOR AGREEMENT (Continued)

          4.   a.   In the event Distributor determines that any unit of the
                    Product does not conform to Manufacturer's product
                    specifications or is actually otherwise defective,
                    Distributor may reject such specific unit of the Product in
                    accordance with the provisions of the Arkansas Uniform
                    Commercial Code, but such rejection must be made by written
                    notice mailed within ten (10) days after the date of
                    delivery by Manufacturer to Distributor of such non-
                    conforming or defective Product.  Failure to notify
                    Manufacturer shall constitute acceptance but shall not
                    constitute a waiver of any warranty-related claims.

               b.   Manufacturer shall have the right to replace the non-
                    conforming or defective Product or otherwise cure the non-
                    conformance or defect within thirty (30) days after date of
                    Distributor's written notice.  If the non-conformance or
                    defect is not remedied within such thirty (30) day period,
                    Manufacturer shall refund to Distributor the purchase price
                    paid by Distributor for such non-conformance or defective
                    Product by credit to Distributor's account.

               c.   Upon Manufacturer's specific request in each instance,
                    Distributor shall promptly return any non-conforming
                    Products to Manufacturer at Manufacturer's expense.

     F.   MINIMUM PURCHASES AND FORECASTS.  Distributor shall purchase and take
          delivery of a minimum of U.S. / / (based on the purchase
          price before taxes) of Products during each 91-day period during the
          term or renewed term of this Agreement, which undertaking shall be
          subject to the following:

          1.   Upon default of Distributor under the foregoing provisions of
               this paragraph F, Manufacturer may, at its option, either (i)
               elect to terminate the exclusivity rights granted to Distributor
               hereunder in which case Manufacturer shall have the right to
               appoint other distributors or selling agents (including itself)
               for the Products in the Territory, or (ii) elect to terminate
               this Agreement in accordance with sub-clause B.5 of Section 3
               hereof.
<PAGE>
                                BRASS EAGLE INC.
                                                       EXHIBIT 10(vii)

1999 DISTRIBUTOR AGREEMENT (Continued)

          2.   Distributor shall, on or before the commencement of each 3-month
               period during the term hereof, provide Manufacturer with
               Distributor's forecast of Product purchases and delivery dates
               for such period.  Provided any such forecast is prepared using
               reasonable assumptions and submitted in good faith to
               Manufacturer and provided Distributor notifies Manufacturer in a
               timely fashion of any material change to the current forecast,
               Distributor shall not be responsible to Manufacturer for
               differences between actual orders received for Products and such
               forecast.

          3.   Except for Products covered by purchase orders and subject to
               the foregoing provisions concerning reasonableness and good
               faith of order forecasts and except for Manufacturer's remedies
               under paragraph 1 of this clause F, Distributor shall not be
               liable to Manufacturer for distributor's failure to purchase and
               take delivery of the minimum set forth in paragraph 1 above.

     G.   WITHDRAWAL OF PRODUCTS AND NEW PRODUCTS.  From time to time,
          Manufacturer, in its reasonable and sole discretion, may elect to
          withdraw world-wide any Product.  Manufacturer agrees to give
          Distributor not less than six months prior written notice as to any
          such withdrawal except in the case of emergency or recall.

     SECTION 2.  OPERATION REQUIREMENTS

     A.   DEALERS.  Distributor has the responsibility to provide adequate
          sales coverage in all areas of the Territory and may appoint dealers
          (`Dealers') for that purpose.  Distributor shall be responsible for
          negotiating and effect appointment arrangements with his respective
          Dealers.   Dealers must agree to comply with the policies and
          practices of Manufacturer, as well as Distributor.

     B.   OBLIGATIONS OF DISTRIBUTOR.  From and after the date hereof
          Distributor, at its sole cost and expense, with sole responsibility
          in its capacity as distributor and in full compliance with all
          applicable laws and regulations in that capacity, including but not
          limited to those of appropriate regulatory authorities, shall:

          1.   Store the Products under their respective labeled conditions
               using appropriate facilities and equipment which comply with
               current good manufacturing procedures and practices;

          2.   Distribute the Products and their labeling as received from
               Manufacturer without any modifications unless such modifications
               are mutually agreed upon prior to distribution:
<PAGE>
                                BRASS EAGLE INC.
                                                       EXHIBIT 10(vii)


1999 DISTRIBUTOR AGREEMENT (Continued)

          3.   Promptly forward, in writing, to Manufacturer all charges,
               complaints or claims which Distributor receives or which
               otherwise come to Distributor's attention covering any Product,
               and, at Manufacturer's request, cooperate with Manufacturer in
               investigating any such charges, complaints or claims:

          4.   Submit for Manufacturer's review and approval, prior to
               distribution and usage, all written trademark, labeling, and
               instructional materials, and other items subject to regulatory
               control to be used in connection with any Products and following
               approval and printing, provide Manufacturer with ten (10) copies
               of each item, and submit, for informational purposes only, all
               other written promotional materials not requiring regulatory
               approval for major promotions prior to distribution and usage;

          5.   Obtain and maintain in full force and effect such federal, state
               and local records, authorization, permits, and licenses as may
               be required by law, including any appropriate regulatory
               authority, and fully comply with and observe all applicable
               laws, ordinances, rules and regulations;

          6.   Maintain adequate sales and warehouse facilities for the
               Products;

          7.   Maintain a sufficient inventory of Products and replacement
               parts to reasonably fulfill the requirements of Dealers and
               other customers located in the Territory;

          8.   Maintain a training program for sales personnel in connection
               with the demonstration, use, and sale of the Products;

          9.   Not make any warranty, representation, or claim concerning any
               Product which violates applicable laws or regulations, including
               those of appropriate regulatory authorities, or, without the
               express prior written approval of Manufacturer, which is
               inconsistent or contrary to such Product's specifications.

C.   NAME OF PRODUCT.

     1.   Manufacturer agrees that it will place the name BRASS EAGLE on all
          packaging of the Products manufactured for Distributor unless
          instructed to do otherwise in writing.

     2.   Distributor agrees that Manufacturer will place the name and logo Z
          Leader on the strap and visor parts of the Products.  The words
          `BRASS EAGLE by Leader' or `manufactured by Leader for BRASS EAGLE'
          will also appear in a non predominant manner on the strap and on the
          Products' packaging.
<PAGE>
                                BRASS EAGLE INC.
                                                       EXHIBIT 10(vii)

1999 DISTRIBUTOR AGREEMENT (Continued)

SECTION 3.  TERM AND TERMINATION OF THE AGREEMENT.

A.   TERM.  This Agreement shall be for a period of three (3) years commencing
     September 1, 1999 and shall be automatically renewed for another three
     year period under the same terms unless either party notifies the other
     party at least sixty (60) days before expiry of the initial term that it
     does not wish to renew the Agreement.

B.   TERMINATION FOR CAUSE.   This Agreement may be terminated immediately by
     notice to the other party in the event of such other party:

     1.   Assigning or attempting to assign this Agreement without the written
          consent of the first party.

     2.   Making an assignment for the benefit of creditors.

     3.   Admitting its insolvency.

     4.   Being subject to voluntary or involuntary proceedings by or against
          it in bankruptcy, or under any of the provisions of the United States
          federal or any state bankruptcy act or any comparable bankruptcy
          laws, or for a corporate reorganization or for a receivership, or for
          its dissolution or merger.

     5.   Not purchasing the minimum as set forth in paragraph F of Section 2.

     6.   Not paying for the Products as set for in the Addendum `A'.

     7.   Being in breach of any other provision of this Agreement and such
          breach not being remedied ten (10) days after notice thereof.

C.   TERMINATION WITHOUT CAUSE.  This Agreement may be terminated at any time
     by either party, without cause, upon three (3) months written notice to
     the other party, but such period of notice may be changed by mutual
     written consent.  No other provision herein contained shall be interpreted
     to limit or qualify the method of termination set forth in this Section C.

D.   TRANSACTIONS AFTER TERMINATION.

     1.   Upon termination of this Agreement, Distributor will immediately
          account for and pay over to Manufacturer all sums due Manufacturer.
          Upon compliance with and performance of the termination procedures
          and obligations by Distributor as herein set forth, Manufacturer will
          account for and pay over to Distributor all sums due Distributor.
<PAGE>
                                BRASS EAGLE INC.
                                                       EXHIBIT 10(vii)


1999 DISTRIBUTOR AGREEMENT (Continued)

     2.   Upon termination by Distributor of this Agreement for cause,
          Manufacturer agrees that it will not for a period of three (3) months
          after the effective date of termination, solicit orders from any
          business entity to which Distributor has sold any of the Products
          during the term of this Agreement, unless compensated as provided
          below.

     3.   Compensation shall be calculated as Distributor's operating profit of
          the previous three months fairly allocable to the Products.
          (Operating profit equals gross profit less operating expenses).

SECTION 4.  INDEMNIFICATION.

A.   BY MANUFACTURER.  Manufacturer shall, on a timely basis, defend,
     indemnify, and hold Distributor and its affiliates harmless from, against,
     for and in respect of any and all damages, losses, costs, and expenses
     (including, without limitation, reasonable attorneys' fees) resulting or
     arising out of any suit, action or proceeding for bodily injury, death, or
     property damage or other suit, action, or proceeding if and to the extent
     any of the latter is caused by the acts, omission, or negligence of
     Manufacturer, its affiliates or their respective agents during the term of
     this Agreement except upon Distributor's breach of its warranties,
     obligations, representations or required performance under this Agreement.

B.   BY DISTRIBUTOR.  Distributor shall defend, indemnify, and hold
     Manufacturer and its affiliates harmless from, against, for and in respect
     of any and all damages, losses, costs, and expenses (including, without
     limitation, reasonable attorneys' fees) resulting or arising out of any
     suit, action or proceeding for bodily injury, death, or property damage or
     other suit, action, or proceeding if and to the extent any of the latter
     is caused by the acts, omission, or negligence of Distributor, its
     affiliates or their respective agents during the term of this Agreement
     except upon Manufacturer's breach of its warranties, obligations,
     representations or required performance under this Agreement.

C.   LIABILITY INSURANCE.  Both Manufacturer and Distributor agree to name each
     as an additional insured on their respective general liability insurance
     policies and provide proof thereof throughout the term of the Agreement.

SECTION 5.  GENERAL TERMS AND CONDITIONS.

A.   DISTRIBUTOR NOT AN AGENT.  This Agreement does not appoint Distributor as
     an agent or legal representative of Manufacturer for any purpose
     whatsoever.  Distributor is not granted any express or implied right or
     authority to assume or to create any obligation or responsibility on
     behalf of or in the name of Manufacturer or to bind Manufacturer in any
     manner or thing whatsoever.
<PAGE>
                                BRASS EAGLE INC.
                                                       EXHIBIT 10(vii)

1999 DISTRIBUTOR AGREEMENT (Continued)

B.   CONFIDENTIAL INFORMATION.  During the term of this Agreement and for three
     (3) years thereafter, each party shall use the same degree of care as it
     uses with regard to its own confidential information to prevent the
     disclosure, use or publication of confidential information relating to the
     other coming to its knowledge as a result of this Agreement unless such
     use, disclosure or publication is permitted by this Agreement or
     authorized by the other in writing.  However, neither party shall be
     obligated to treat information or data as confidential which without
     breach of confidentiality, (i) is, or becomes available to the public,
     (ii) is already possessed by such party or (iii) is independently
     developed by such party.

C.   ARBITRATION.  Any controversy or claim arising out of or relating to this
     Agreement, or any breach thereof, shall be settled by arbitration
     conducted at the American Arbitration Association in State of New York, in
     accordance with the rules of the American Arbitration Association, and
     judgement upon the award rendered by the arbitrator(s) may be entered in
     any court having jurisdiction thereof.  All submissions and proceedings,
     including arguments and briefs, shall be in English.

D.   ENGLISH LANGUAGE.  All communications relating to the subject matter of
     this Agreement whether spoken or written, including, but without prejudice
     to the generality of the foregoing, literature, manuals, price lists and
     training, shall be in English.

E.   FORCE MAJEURE.  No party shall be liable for any failure to perform or
     delay in performance of its obligation hereunder caused by circumstances
     beyond its reasonable control which make performance commercially
     impracticable including, without limitation, fire, storm, flood,
     earthquake, hurricane, explosion, accident, acts of the public enemy, war,
     rebellion, insurrection, sabotage, epidemic, quarantine, restrictions,
     labor shortages, transportation embargoes or delays, inability to secure
     raw materials or machinery for the manufacture of its devices, acts of
     God, acts of any government or any agency thereof, judicial action and
     other such external circumstances.

F.   NO IMPLIED WAIVERS.  The failure of either party at any time to require
     performance by the other party of any provision hereof shall in no way
     affect the full right to require such performance at any time hereafter.
     Nor shall the waiver by either party of a breach of any provision hereof
     constitute a waiver of any succeeding breach of the same or any other such
     provision, nor constitute a waiver of the provision itself.
<PAGE>
                                BRASS EAGLE INC.
                                                       EXHIBIT 10(vii)

1999 DISTRIBUTOR AGREEMENT (Continued)

G.   NOTICES.  Any notice between the parties shall be deemed duly served when:
     (i) personally delivered and receipt thereof confirmed; (ii) five (5) days
     after sent by registered airmail; or (iii) when transmitted by facsimile
     machine with receipt thereof confirmed, and addressed as follows, or to
     such other address as notified by the recipient;

     If to Manufacturer: LEADER INDUSTRIES INC.
                         1280 Nobel Street
                         Boucherville Quebec J4B 5H1
                         Canada

                         Attention:  President

                         Telephone:  (514) 641-4480
                         Facsimile:    (514) 641-4484

     If to Distributor:  BRASS EAGLE INC.
                         P. O. Box 1956
                         1201 Southeast 30th Street
                         Bentonville, Arkansas 72712-1956

                         U.S.A.

                         Attention:  President

                         Telephone:  (501) 464-8700
                         Facsimile:   (501) 464-6644

H.   APPLICABLE LAW.  It is expressly agreed and understood that this Agreement
     is a complete Agreement and that it shall be governed by the laws of the
     State of New York in all matters, including, without limitation, validity,
     obligation, interpretation, construction, performance and termination.

I.   AMENDMENT, ALTERATION OR MODIFICATION.  The amendment, alteration or
     modification of this Agreement shall only be valid when executed in
     writing and signed personally by both an authorized officer of
     Manufacturer and Distributor.

J.   ADDENDA.  The Addenda, if any, attached hereto is by this express
     reference made a part of this Agreement as fully as though set out at
     length herein.  Notwithstanding anything to the contrary, such Addenda may
     be amended, altered or modified by Manufacturer from time to time, and as
     so amended, altered or modified will be binding upon Distributor.

K.   SEPARABILITY.  If any provision of this Agreement is invalid or
     unenforceable, this Agreement shall be considered divisible as to such
     provision and the remainder of the Agreement valid and binding as though
     such provision were not included herein.
<PAGE>
                                BRASS EAGLE INC.
                                                       EXHIBIT 10(vii)

1999 DISTRIBUTOR AGREEMENT (Continued)

L.   GENDER.  Wherever used herein, the masculine gender shall include both the
     feminine and neuter genders.

M.   THIS CONSTITUTES SOLE AGREEMENT.  The sole and total Agreement of the
     Parties is as set forth in Sections 1 through 5 preceding this Paragraph
     M, and the `Witnesseth' clauses preceding Section 1, and there are no oral
     or implied representations, rights or obligations to be considered or
     construed with the express written provisions herein above set forth.  No
     alterations, changes, or interlineations of this written document shall be
     effective unless the same are initialed by an authorized officer of each
     of the parties.  Addendum C is attached hereto and incorporated herein by
     reference.

     IN WITNESS WHEREOF, the parties hereto have hereunto signed this
Agreement, this 29th day of June, 1999.

WITNESS                                 LEADER INDUSTRIES INC.


/s/ Mary Ohberi                         By:  /s/ Pierre Habib

                                        Pierre Habib, President

WITNESS                                 BRASS EAGLE INC.


/s/ John D. Flynn                       By:  /s/ Lynn Scott
                                        E. Lynn Scott, President
<PAGE>
                                BRASS EAGLE INC.
                                                       EXHIBIT 10(vii)


1999 DISTRIBUTOR AGREEMENT (Continued)

                                   ADDENDUM `A'



1.      Products and Price List


Product                  Leader Product #    Brass Eagle    Price from Leader
                                             Product #      to Brass Eagle
                                                            (U.S.$) F.O.B.
                                                            Canada
------------------------------------------------------------------------------
GOGGLES
/ /                        / /               / /            / /
/ /                        / /               / /            / /
/ /                        / /               / /            / /
/ /                        / /               / /            / /
/ /                        / /               / /            / /
/ /                        / /               / /            / /
/ /                        / /               / /            / /

ACCESSORIES
/ /                        / /               / /           / /
/ /                        / /               / /           / /
/ /                        / /               / /           / /
/ /                        / /               / /           / /
/ /                        / /               / /           / /
/ /                        / /               / /           / /
/ /                        / /               / /           / /
/ /                        / /               / /           / /
/ /                        / /               / /           / /

<PAGE>
                                BRASS EAGLE INC.
                                                       EXHIBIT 10(vii)

1999 DISTRIBUTOR AGREEMENT
ADDENDUM `A'(Continued)

2.   Terms of Payment

     Pricing includes all duties as there are currently no duties under NAFTA.

     / / / / / / / / / / / / / / / / / / / / / / / / // / / // / / // / / // /
     / / / / / / // / // // / / / // / / / // / / / / // / / / / / // / / / /
     / / // / // / / // // // / // / / // / // / // / // / // / / // / // / /

     / / // // / // / // // // // / // // // / // // / // / // // / // // / /
     / / // / // / // / // / / // / // / / // / / / // / / / // / / / // / /
     / / / // / / // / / // / / / // / / // / // / / / // / / / // / / / / /
<PAGE>
                                BRASS EAGLE INC.
                                                       EXHIBIT 10(vii)

1999 DISTRIBUTOR AGREEMENT (Continued)

                                   ADDENDUM `B'
                              PURCHASE ORDER TERMS

1.   Brass Eagle Inc. (`Buyer') shall not be charged for any costs of packing,
     crating, drayage or storage without its prior written consent.
2.   Buyer shall not be liable for the payment of any federal, state or local
     taxes which may be applicable to the materials, goods or services covered
     by this order unless the same shall have been separately itemized and set
     forth in Seller's quotation.
3.   Seller warrants and represents that the prices for the goods and materials
     set forth herein does not exceed the net price now charged by Seller to
     any other customer purchasing the same items in like or similar
     quantities, and agrees that if at any time during the pendency of this
     order, lower net prices are quoted to any other person for similar goods
     and materials, such lower net prices shall be from that time substituted
     for the prices contained herein.
4.   (a)  Seller warrants and represents that the goods furnished hereunder
          shall be of the quantity, quality, description and specifications set
          forth herein and free of defects in design, workmanship and
          materials.  All such goods and materials shall be received subject to
          Buyer's inspection and approval.  Payment for the goods and materials
          shall not constitute acceptance thereof.
     (b)  Seller agrees to promptly repair or replace any goods and materials
          found to be defective in design, workmanship or material or not in
          conformity with the specification thereof.  Buyer may return any non-
          conforming goods or materials at Seller's expense.
     (c)  Goods delivered in excess of the quantity specified herein may be
          refused and returned to Seller at its expense.
     (d)  Buyer may cancel any portion of this order if shipment is not timely
          made as specified.
     (e)  Seller warrants that the sale or use of the articles or materials
          covered by this order, either alone or in combination with any other
          articles or materials with which Seller intends or has advised or
          advertised that they may be used, will not constitute an infringement
          or contributory infringement of any patents or trademarked or
          copyrights in any country, and Seller hereby licenses Buyer and its
          customers under all of Seller's patents or trademarks or copyrights
          to use and sell the articles or materials covered by this order,
          alone or in any combination for which the materials may be used.
5.   Seller covenants and agrees to hold harmless, defend, indemnify and keep
     indemnified, the Buyer, its affiliated and Subsidiary companies,
     successors, and assigns, customers and users of its products of and from
     any and all action or actions, loss, claims, demands, expenses, fees and
     charges, costs and damages of any person whomsoever, arising out of or
     caused by any breach of warranties or violation of the terms and
     conditions hereof.
<PAGE>
                                BRASS EAGLE INC.
                                                       EXHIBIT 10(vii)

1999 DISTRIBUTOR AGREEMENT
ADDENDUM `B'(Continued)

6.   The representations and warranties of the Seller and the remedies of the
     Buyer for breach thereof set forth herein shall not be construed to limit
     or exclude any other warranties or remedies provided by law.
7.   The warranties herein shall run to the Buyer, its affiliated and
     subsidiary companies, successors, assigns and its customers and the users
     of the goods and materials involved.
8.   Seller shall bear the sole responsibility for any materials furnished to
     it by Buyer in connection with this order.
9.   Seller shall not assign any portion of this order without Buyer's written
     consent.  Buyer's consent shall not release Seller from its obligation and
     liabilities hereunder.
10.  Any terms herein to the contrary not withstanding, neither party shall be
     liable for delays or defaults due to force majeure, acts of governmental
     authority or public enemy, war, strikes and labor troubles, freight
     embargoes or any other causes or contingencies beyond its control,
     provided, however, that buyer may cancel any portion of this order if
     shipment is not timely made as specified hereunder.
11.  This order is subject to and Seller shall comply with all applicable
     federal, state and local laws and regulations, including the requirements
     of the Fair Labor Standards Act of 1938, as amended and including, for
     orders (or contracts) not exempt under Section 204 of Executive Order
     11246, as amended by Executive Order 11375, the provisions of paragraphs
     (1) through (7) of Section 202 thereof, which provisions are incorporated
     herein by reference.  Acceptance of this order on the part of the Seller
     shall constitute its certification of full compliance with such laws and
     regulations.
12.  The terms of this order supersede any prior dealings or negotiations of
     the parties and contain the entire agreement between them, and no
     amendment or modification thereof shall be valid or binding upon the Buyer
     unless contained in a written instrument signed by its authorized
     representative, provided, however, that where this purchase order form is
     used in connection with purchase release under formal written contracts,
     the contract provisions shall prevail if inconsistent with the within
     terms.
13.  In the case of federal government contracts, Seller agrees to comply with
     all laws necessary to assure Buyer's status as Federal Contractor.
14.  Buyer may cancel this order at any time without cause, and Buyer's
     liability shall be limited to actual costs incurred by Seller up to the
     point of cancellation.
<PAGE>
                                BRASS EAGLE INC.
                                                       EXHIBIT 10(vii)

1999 DISTRIBUTOR AGREEMENT (Continued)


                                  ADDENDUM 'C'

Manufacturer agrees to join the Protective Eyewear Certification Council
(PECC), and to pay all fees associated with such membership and with affixing
the PECC seal to the Products.
<PAGE>
                                   BRASS EAGLE INC.              Exhibit 11

                    STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
                    (In thousands except share and per share data)
<TABLE>
<CAPTION>
                              THREE MONTHS ENDED       SIX MONTHS ENDED
                                     JUNE 30,               JUNE 30,
                              ----------------------   -----------------
                               1999       1998          1999       1998
                               -----      ----          ----       ----
<S>                           <C>       <C>            <C>       <C>
BASIC NET INCOME PER SHARE
 Net income available to
  common stockholders         $   2,832 $   2,564      $   5,062 $   3,849
                              ========= =========      ========= =========
     Weighted average common
      shares outstanding      7,246,434 7,240,756      7,245,739 7,236,793
                              ========= =========      ========= =========
     Basic net income per
      Share                   $    0.39 $    0.35      $    0.70 $    0.53
                              ========= =========      ========= =========

DILUTED NET INCOME PER SHARE
 Net income available to
  common stockholders         $   2,832 $   2,564      $   5,062 $   3,849
                              ========= =========      ========= =========
     Pro forma basic weighted
      average common shares
      outstanding             7,246,434 7,240,756      7,245,739 7,236,793
     Add dilutive effect of
      stock options             483,627   442,554        464,088   445,506
                              --------- ---------      --------- ---------
     Weighted average
      dilutive common shares
      outstanding             7,730,061 7,683,310      7,709,827 7,682,299
                              ========= =========      ========= =========
     Diluted net income per
      share                   $    0.37 $    0.33      $    0.66 $    0.50
                              ========= =========      ========= =========
</TABLE>