Exhibit (e)(4)


                                BRASS EAGLE INC.
                             1997 STOCK OPTION PLAN



SECTION 1.        PURPOSE

         Brass Eagle Inc. (hereinafter referred to as the "Company") hereby
establishes the 1997 Stock Option Plan (the "Plan") to promote the interests of
the Company and its shareholders through the (i) attraction and retention of
executive officers, other key employees and consultants essential to the success
of the Company; and (ii) enabling of such employees and consultants to share in
the long-term growth and success of the Company. The Plan permits the grant of
Nonqualified Stock Options and Incentive Stock Options (intended to qualify
under Section 422 of the Internal Revenue Code of 1986, as amended).

SECTION 2.        DEFINITIONS

Except as otherwise defined in the Plan, the following terms shall have the
meanings set forth below:

2.1  "Affiliate" shall have the meaning ascribed to such term in Rule 12b-2
     under the Exchange Act.

2.2  "Agreement" means a written agreement which sets forth the terms of each
     Award and is signed by an authorized officer of the Company.

2.3  "Award" means individually or collectively, a grant under this Plan of
     Nonqualified Stock Options or Incentive Stock Options.

2.4  "Award Date" or "Grant Date" means the date on which an Award is made by
     the Committee under this Plan.

2.5  "Beneficial Owner" shall have the meaning ascribed to such term in Rule
     13d-3 under the Exchange Act.

2.6  "Board" or "Board of Directors" means the Board of Directors of the
     Company.

2.7  "Cashless Exercise" means the exercise of an option by the Participant
     through the use of a brokerage firm to make payment to the company of the
     exercise price either from the proceeds of a loan to the Participant from
     the brokerage firm or from the proceeds of the sale of Stock issued
     pursuant to the exercise of the option, and upon receipt of such payment,
     the Company delivers the exercised shares to the brokerage firm.

2.8  "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)  any person or persons (as defined in Section 3(a)(9) of the Exchange
          Act, and shall also include any syndicate or group deemed to be a
          "person" under

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          Section 13(d)(3) of the Exchange Act) acting together,
          excluding employee benefit plans of the Company, are or become the
          "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
          Exchange Act or any successor provisions thereto), directly or
          indirectly, of securities of the Company representing twenty-five
          percent (25%) or more of the combined voting power of the Company's
          then outstanding securities; or

     (b)  the Company's shareholders approve (or, in the event no approval of
          the Company's shareholders is required, the Company consummates) a
          merger, consolidation, share exchange, division or other
          reorganization or transaction of the Company (a "Fundamental
          Transaction") with any other corporation, other than a Fundamental
          Transaction which would result in the voting securities of the Company
          outstanding immediately prior thereto continuing to represent (either
          by remaining outstanding or by being converted into voting securities
          of the surviving entity) at least sixty percent (60%) of the combined
          voting power immediately after such Fundamental Transaction of (i) the
          Company'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

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

     (d)  during any period of twenty-four consecutive months, individuals who
          at the beginning of such period constituted the Board (including for
          this purpose any new director whose election or nomination for
          election by the Company's shareholders was approved by a vote of at
          least two-thirds (2/3) of the directors then still in office who were
          directors at the beginning of such period) cease for any reason to
          constitute at least a majority of the Board.

2.9  "Code" means the Internal Revenue Code of 1986, as amended from time to
     time.

2.10 "Committee" means the Compensation Committee of the Board which will
     administer the Plan pursuant to Section 3 herein.

2.11 "Common Stock" or "Stock" means the Common Stock of the Company, with a par
     value of $0.01 per share, or such other security or right or instrument
     into which such common stock may be changed or converted in the future.

2.12 "Company" means Brass Eagle Inc., including all Affiliates and wholly owned
     Subsidiaries, or any successor thereto.

2.13 "Consultant" means a nonemployee consultant to the Company.

2.14 "Department" means the Human Resources Department of the Company.

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2.15 "Designated Beneficiary" means the beneficiary designated by the
     Participant pursuant to the Participant's will and in accordance with
     procedures established by the Department, to receive amounts due to the
     Participant in the event of the Participant's death. If the Participant
     does not make an effective designation, then the Designated Beneficiary
     will be deemed to be the Participant's estate.

2.16 "Disability" means a determination by the Committee of "Total Disability,"
     based on medical evidence that precludes the Participant from engaging in
     any occupation or employment for wage or profit for at least twelve months
     and appears to be permanent.

2.17 "Divestiture" means the sale of, or closing by, the Company of the business
     operations in which the Participant is employed, or the elimination of the
     Participant's position at the Company's discretion.

2.18 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

2.19 "Executive Officer" means any employee designated by the Company as an
     officer or any employee covered by Rule 16b-3 of the Exchange Act.

2.20 "Fair Market Value" means, on any given date, the (i) average of the
     closing bid and ask price as reported by the Nasdaq National Market on that
     date or (ii) if the stock hereafter becomes listed on a stock exchange, the
     closing price of Stock as reported on the exchange on such day or, if no
     Shares were traded on the exchange on such day, then on the next preceding
     day that Stock was traded on such exchange, all as reported by such source
     as the Committee may select.

2.21 "Full-time Employee" means an employee designated by the Company's
     Department as being a "permanent, full-time employee" who is eligible for
     all plans and programs of the Company set forth for such employees. This
     designation excludes all part-time, temporary, or contract employees or
     consultants to the Company.

2.22 "Incentive Stock Option" or "ISO" means an option to purchase Stock,
     granted under Section 6 herein, which is designated as an incentive stock
     option and is intended to meet the requirements of Section 422A of the
     Code.

2.23 "Key Employee" means an officer or other key employee of the Company or its
     Subsidiaries, who, in the opinion of the Committee, can contribute
     significantly to the growth and profitability of, or perform services of
     major importance to, the Company and its subsidiaries.

2.24 "Nonqualified Stock Option" or "NQSO" means an option to purchase Stock,
     granted under Article 6 herein, which is not intended to be an Incentive
     Stock Option.

2.25 "Option" means an Incentive Stock Option or a Nonqualified Stock Option.

2.26 "Participant" means a Key Employee or Consultant who has been granted an
     Award under the Plan.

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2.27 "Person" shall have the meaning ascribed to such term in Section 3(a)(9) of
     the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a
     "group" as defined in Section 13(d).

2.28 "Plan" means the Brass Eagle Inc. 1997 Stock Option Plan as herein
     described and as hereafter from time to time amended.

2.29 "Rule 16b-3" means Rule 16b-3 under Section 16(b) of the Exchange Act as
     adopted in Exchange Act Release No. 34-37260 (May 31, 1996), or any
     successor rule as amended from time to time.

2.30 "Section 162(m)" means Section 162(m) of the Code, or any successor section
     under the Code, as amended from time to time and as interpreted by final or
     proposed regulations promulgated thereunder from time to time.

2.31 "Securities Act" means the Securities Act of 1933 and the rules and
     regulations promulgated thereunder, or any successor law, as amended from
     time to time.

2.32 "Stock" or "Shares" means the Common Stock of the Company.

2.33 "Subsidiary" means a corporation in which the Company owns, either directly
     or through one or more of its Subsidiaries, at least 50% of the total
     combined voting power of all classes of stock.

SECTION 3.        ADMINISTRATION

3.1 The Committee. The Plan shall be administered and interpreted by the
Committee which shall have full authority and all powers necessary or desirable
for such administration. The express grant in this Plan of any specific power to
the Committee shall not be construed as limiting any power or authority of the
Committee. In its sole and complete discretion the Committee may adopt, alter,
suspend and repeal any such administrative rules, regulations, guidelines, and
practices governing the operation of the Plan as it shall from time to time deem
advisable. In addition to any other powers and, subject to the provisions of the
Plan, the Committee shall have the following specific powers: (i) to determine
the terms and conditions upon which the Awards may be made and exercised; (ii)
to determine all terms and provisions of each Agreement, which need not be
identical for types of awards nor for the same type of award to different
participants; (iii) to construe and interpret the Agreements and the Plan; (iv)
to establish, amend, or waive rules or regulations for the Plan's
administration; (v) to accelerate the exercisability of any Award; and (vi) to
make all other determinations and take all other actions necessary or advisable
for the administration of the Plan. The Committee may take action by a meeting
in person, by unanimous written consent, or by meeting with the assistance of
communications equipment which allows all Committee members participating in the
meeting to communicate in either oral or written form. The Committee may seek
the assistance or advice of any persons it deems necessary to the proper
administration of the Plan.

3.2 Selection of Participants. The Committee shall have sole and complete
discretion in determining those Key Employees and Consultants to the Company who
shall participate in the Plan. The Committee may request recommendations for
individual awards from the Chief


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Executive Officer of the company and may delegate to the Chief Executive Officer
of the Company the authority to make Awards to Participants who are not
Executive Officers of the Company, subject to a fixed maximum Award amount for
such a group and a maximum Award amount for any one Participant, as determined
by the Committee. Awards made to the Executive Officers shall be determined by
the Committee.

3.3 Committee Decisions. All determinations and decisions made by the Committee
pursuant to the provisions of the Plan shall be final, conclusive, and binding
upon all persons, including the Company, its stockholders, employees,
Participants, and Designated Beneficiaries, except when the terms of any sale or
award of shares of Stock or any grant of rights or Options under the Plan are
required by law or by the Articles of Incorporation or Bylaws of the Company to
be approved by the Company's Board of Directors or shareholders prior to any
such sale, award or grant.

3.4 Rule 16b-3 Requirements. Notwithstanding any other provision of the Plan,
the Committee may impose such conditions on any Award, and the Board may amend
the Plan in any such respects, as may be required to satisfy the requirements of
Rule 16b-3 under the Exchange Act, as amended (or any successor or similar
rule), or Section 162(m) of the Internal Revenue Code.

3.5 Indemnification of Committee. In addition to such other rights of
indemnification as they may have as directors or as members of the Committee,
the members of the Committee shall be indemnified by the Company against
reasonable expenses incurred from their administration of the Plan. Such
reasonable expenses include, but are not limited to, attorneys' fees, actually
and reasonably incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal therein, to which they or any of
them may be a party by reason of any action taken or failure to act under or in
connection with the Plan or any Award granted or made hereunder, and against all
amounts reasonably paid by them in settlement thereof or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, if such
members acted in good faith and in a manner which they believed to be in, and
not opposed to, the best interests of the Company and its Subsidiaries.

SECTION 4.        ELIGIBILITY

The Committee in its sole and complete discretion shall determine the Key
Employees, including officers, and Consultants who shall be eligible for
participation under the Plan, subject to the following limitations: (i) no
non-Employee director of the Company shall be eligible to participate under the
Plan; (ii) no person owning, directly or indirectly, more than 10% of the total
combined voting power of all classes of stock of the Company shall be eligible
to participate under the Plan; and (iii) only Full-time Employees shall be
eligible to be awarded Incentive Stock Options.

SECTION 5.        SHARES SUBJECT TO THE PLAN

5.1 Number of Shares. Subject to adjustment as provided in Section 5.4 herein,
the maximum aggregate number of Shares that may be issued pursuant to Awards
made under the Plan shall not exceed Four Hundred Thirty Thousand (430,000)
Shares of Stock. No Participant

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may receive an Award which would cause such Participant to be issued more than
50% of the total number of Shares issued over the life of the Plan. Shares of
Stock may be available from the authorized, but unissued Shares of Stock or
treasury Shares. Except as provided in Sections 5.2 and 5.3 herein, the issuance
of Shares in connection with the exercise of, or as other payment for, Awards
under the Plan shall reduce the number of Shares available for future Awards
under the Plan.

5.2 Lapsed Awards of Forfeited Shares. In the event that (i) any Option granted
under the Plan terminates, expires, or lapses for any reason other than exercise
of the Award, or (ii) if Shares issued pursuant to the Awards are canceled or
forfeited for any reason, such Shares subject to such Award shall thereafter be
again available for grant of an Award under the Plan.

5.3 Delivery of Shares as Payment. In the event a Participant pays for any
Option through the delivery of previously acquired shares of Stock, the number
of shares of Stock available for Awards under the Plan shall be increased by the
number of shares surrendered by the Participant, subject to Rule 16b-3 under the
Exchange Act as interpreted by the Securities and Exchange Commission or its
staff.

5.4 Capital Adjustments. The number and class of Shares subject to each
outstanding Award, the Option Price and the aggregate number, type and class of
Shares for which Awards thereafter may be made shall be subject to adjustment,
if any, as the Committee deems appropriate, based on the occurrence of a number
of specified and non-specified events. Such specified events are discussed
herein this Section 5.4, but such discussion is not intended to provide an
exhaustive list of such events which may necessitate such adjustments.

(a)  If the outstanding shares of the Company are increased, decreased or
     exchanged through merger, consolidation, sale of all or substantially all
     of the property of the Company, reorganization, recapitalization,
     reclassification, stock dividend, stock split or other distribution in
     respect to such Shares, for a different number or type of Shares, or if
     additional Shares or new or different Shares are distributed with respect
     to such Shares, an appropriate and proportionate adjustment shall be made
     in: (i) the maximum number of shares of Stock available for the Plan as
     provided in Section 5.1 herein, (ii) the type of shares or other securities
     available for the Plan, (iii) the number of shares of Stock subject to any
     then outstanding Awards under the Plan, and (iv) the price (including
     Exercise Price) for each share of Stock (or other kind of shares or
     securities) subject to then outstanding awards, but without change in the
     aggregate purchase price as to which such Options remain exercisable.

(b)  In the event other events not specified above in this Section 5.4, such as
     any extraordinary cash dividend, split-up, spin-off, combination, exchange
     of shares, warrants or rights offering to purchase Common Stock, or other
     similar corporate event, affect the Common Stock such that an adjustment is
     necessary to maintain the benefits or potential benefits intended to be
     provided under this Plan, then the Committee in its discretion may make
     adjustments to any or all of (i) the number and type of shares which
     thereafter may be optioned and sold and (ii) the number and Option Price of
     each share of Stock subject to then outstanding awards, but without change
     in the aggregate purchase price as to which such Options remain
     exercisable.

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(c)      Any adjustment made by the Committee pursuant to the provisions of this
         Section 5.4, subject to approval by the Board of Directors, shall be
         final, binding and conclusive. A notice of such adjustment, including
         identification of the event causing such an adjustment, the calculation
         method of such adjustment, and the change in price and the number of
         shares of Stock, or securities, cash or property purchasable subject to
         each Award shall be sent to each Participant. No fractional interests
         shall be issued under the Plan based on such adjustments.

SECTION 6.        STOCK OPTIONS

6.1 Grant of Stock Options. Subject to the terms and provisions of the Plan and
applicable law, the Committee, at any time and from time to time, may grant
Options to Key Employees and Consultants as it shall determine. The Committee
shall have sole and complete discretion in determining the type of Option
granted, the Option Price (as hereinafter defined), the duration of the Option,
the number of Shares to which an Option pertains, any conditions imposed upon
the exercisability of the Options, the conditions under which the Option may be
terminated, any restrictions upon the Stock awarded pursuant to the exercise of
any Option and any such other provisions as may be warranted to comply with the
law or rules of any securities trading system or stock exchange. Each Option
grant shall have such specified terms and conditions detailed in an Award
Agreement. The Agreement shall specify whether the Option is intended to be an
Incentive Stock Option with the meaning of Section 422A of the Code, or a
Nonqualified Stock Option not intended to be within the provisions of Section
422A of the Code.

6.2 Option Price. The exercise price per share of Stock covered by an Option
("Option Price") shall be determined at the time of grant by the Committee,
subject to the limitation that the Option Price shall not be less than 100% of
Fair Market Value of the stock on the Grant Date.

6.3 Exercisability. Options granted under the Plan shall be exercisable at such
times and be subject to such restrictions and conditions as the Committee shall
determine, which will be specified in the Award Agreement and need not be the
same for each Participant. However, no Option granted under the Plan may be
exercisable until the expiration of at least six months after the Grant Date
(except that such limitations shall not apply in the case of death or disability
of the Participant, or a Change in Control of the Company), nor after the
expiration of ten years from the Grant Date.

6.4 Method of Exercise. Options shall be exercised by the delivery of a written
notice from the Participant to the Company in the form prescribed by the
Committee setting forth the number of Shares with respect to which the Option is
to be exercised, accompanied by full payment for the Shares. The Option price
shall be payable to the Company in full in cash, or its equivalent, or by
delivery of Shares of Stock (not subject to any security interest or pledge)
valued at Fair Market Value at the time of exercise or by a combination of the
foregoing. In addition, at the request of the Participant, and subject to
applicable laws and regulations, the Company may (but shall not be required to)
cooperate in a "Cashless Exercise" of the Option. As soon as practicable, after
receipt of written notice and payment, the Company shall deliver to the
Participant, stock certificates in an appropriate amount based upon the number
of Shares with respect to which the option is exercised, issued in the
Participant's name.


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6.5 Change in Control. In the event of a Change in Control, the Committee may,
in its sole and complete discretion, accelerate the exercisability of any
unexercisable Option and release any restrictions on any Stock awarded pursuant
to the exercise of any Option.

SECTION 7.        GENERAL PROVISIONS

7.1 Plan Term. The Plan was adopted on November 20, 1997 by the Board. Subject
to shareholder approval, the Plan shall be effective on November 26, 1997. Any
Options granted under this Plan shall be granted subject to stockholder approval
of the Plan. The Plan terminates December 31, 2007; however, all Awards made
prior to, and outstanding on such date, shall remain valid in accordance with
their terms and conditions.

7.2 Withholding. The Company shall have the right to deduct or withhold, or
require a Participant to remit to the Company, any taxes required by law to be
withheld from Awards made under this Plan. The Committee may require the
Participant to remit to the Company the amount of any taxes required to be
withheld from payment in Common Stock, or, in lieu thereof, the Company may
withhold (or the Participant may be provided the opportunity to elect to tender)
the number of shares of Common Stock equal in Fair Market Value to the amount
required to be withheld.

7.3 Awards. Each Award granted under the Plan shall be evidenced in a
corresponding Award Agreement provided in writing to the Participant, which
shall specify the terms, conditions and any rules applicable to the Award,
including but not limited to the effect of a Change in Control, or death,
Disability, Divestiture or other termination of employment of the Participant on
the Award.

7.4 Nontransferability. No Award granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, except
by will or the laws of descent and distribution. Further, no lien, obligation,
or liability of the Participant may be assigned to any right or interest of any
Participant in an Award under this Plan.

7.5 Exercisability of Awards. All rights with respect to Awards granted to a
Participant under the Plan shall be exercisable during his or her lifetime only
by such Participant or his or her guardian or legal representative.

7.6 No Right to Employment. No granting of an Award shall be construed as a
right to employment with the Company.

7.7 Rights as Shareholder. No Participant or Designated Beneficiary shall be
deemed a shareholder of the Company nor have any rights as such with respect to
any Shares of Common Stock to be provided under the Plan until he or she has
become the holder of such shares.

7.8 Amendment of Plan. The Committee or Board of Directors may amend, suspend,
or terminate the Plan or any portion thereof at any time, provided such
amendment is made with shareholder approval if such approval is necessary to
comply with any tax or regulatory requirement, including for these purposes any
approval requirement which is a requirement for exemptive relief under Section
16(b) of the Exchange Act or an exception under Section 162(m)

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of the Code. The Committee in its discretion may amend the Plan so as to conform
with local rules and regulations subject to any provisions to the contrary
specified herein.

7.9 Amendment of Award. In its sole and complete discretion, the Committee may
at any time amend any Award for the following reasons: (i) additions and/or
changes to the Code, any federal or state securities law, or other law or
regulations applicable to the Award; or (ii) any other event not described in
clause (i) occurs and the Participant gives his or her consent to such
amendment.

7.10 Exemption from Computation of Compensation for Other Purposes. By
acceptance of an applicable Award under this Plan, subject to the conditions of
such Award, each Participant shall be considered in agreement that all shares of
Stock sold or awarded and all Options granted under this Plan shall be
considered special incentive compensation and will be exempt from inclusion as
"wages" or "salary" in pension, retirement, life insurance, and other employee
benefits arrangements of the Company, except as determined otherwise by the
Company. In addition, each Designated Beneficiary of a deceased Participant
shall be in agreement that all such Awards or grants will be exempt from
inclusion in "wages" or "salary" for purposes of calculating benefits of any
life insurance coverage sponsored by the Company.

7.11 Legend. In its sole and complete discretion, the Committee may elect to
legend certificates representing shares of Stock sold or awarded under the Plan,
to make appropriate references to the restrictions imposed on such shares.

7.12 Certain Participants. All Award Agreements for Participants subject to
Section 16(b) of the Exchange Act shall be deemed to include any such additional
terms, conditions, limitations and provisions as Rule 16b-3 requires, unless the
Committee in its discretion determines that any such Award should not be
governed by Rule 16b-3.

7.13 Construction of the Plan. The Plan, and its rules, rights, agreements and
regulations, shall be governed, construed, interpreted and administered solely
in accordance with the laws of the state of Arkansas. If the event any provision
of the Plan shall be held invalid, illegal or unenforceable, in whole or in
part, for any reason, such determination shall not affect the validity, legality
or enforceability of any remaining provision, portion of provision or Plan
overall, which shall remain in full force and effect as if the Plan had been
absent the invalid, illegal or unenforceable provision or portion thereof.


         As Adopted November 20, 1997

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