(BRASS EAGLE LOGO)

Notice is hereby given that the Annual Meeting of Stockholders of Brass Eagle Inc. will be held at the Clarion Hotel and Convention Center, 211 Southeast Walton Boulevard, Bentonville, Arkansas 72712 on June 22, 2000 at 10:30 a.m. CDT for the following purposes:

Only stockholders of record at the close of business on April 26, 2000, will be entitled to notice of, and to vote at, the meeting.

You are cordially invited to the meeting. WE ASK THAT YOU SIGN AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE. A POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE IN RETURNING YOUR PROXY.

By Order of the Board of Directors

JOHN D. FLYNN

Secretary

Bentonville, Arkansas

April 28, 2000

    The enclosed Proxy is solicited by and on behalf of the Board of Directors of Brass Eagle Inc., a Delaware corporation, for use at the annual meeting of stockholders to be held on June 22, 2000 at 10:30 a.m. CDT at the Clarion Hotel and Convention Center, 211 Southeast Walton Boulevard, Bentonville, Arkansas 72712, or at any adjournment or adjournments thereof. Brass Eagle's address is 1201 S.E. 30^th Street, Bentonville, Arkansas 72712, and its telephone number is 501/464-8700. This proxy material is first being mailed to stockholders on May 12, 2000. Only stockholders of record at the close of business on April 26, 2000 are entitled to notice of, and to vote at, the meeting.

    Any stockholder giving a Proxy has the power to revoke it, at any time before it is voted, by written revocation delivered to the Secretary of Brass Eagle. Proxies solicited herein will be voted in accordance with any directions contained therein, unless the Proxy is received in such form or at such time as to render it ineligible to vote, or unless properly revoked. If no choice is specified, the shares will be voted in accordance with the recommendations of the Board of Directors as described herein.

    If matters of business other than those described in the Proxy properly come before the meeting, the persons named in the Proxy will vote in accordance with their best judgment on such matters. The Proxies solicited herein shall not confer any authority to vote at any meeting of stockholders other than the meeting to be held on June 22, 2000, or any adjournment or adjournments thereof.

    The cost of soliciting Proxies will be borne by Brass Eagle. Brass Eagle will reimburse brokers, custodians, nominees and other fiduciaries for their charges and expenses in forwarding proxy material to beneficial owners of shares. In addition to solicitation by mail, certain officers and employees of Brass Eagle may solicit Proxies by telephone, telegraph and personally. These persons will receive no compensation other than their regular salaries.

    The stock transfer books of Brass Eagle will not be closed, but only stockholders of record at the close of business on April 26, 2000 will be entitled to notice of, and to vote at, the meeting. At that date, there were 7,136,247 shares of Common Stock outstanding. Each stockholder is entitled to one vote for each share of stock owned of record at the close of business on April 26, 2000

    In order to be elected as a Director of Brass Eagle, each nominee must receive a plurality of the votes cast at the meeting for that position. Abstentions and shares held by a broker that has indicated that it does not have discretionary authority to vote on a particular matter will not be counted as votes cast.

    The following table sets forth certain information regarding persons who beneficially owned five percent (5%) or more of Brass Eagle's Common Stock at the close of business on April 26, 2000. Brass Eagle believes that the persons and entities listed in the table have sole voting and investment power as to all shares of Common Stock shown as beneficially owned by them, subject to community property laws, where applicable.

(1)  The "percent of outstanding shares" is based upon the 7,136,247 shares of Common Stock outstanding as of April 26, 2000. The "percent of outstanding shares" of each person who holds currently exercisable options includes as outstanding shares of Common Stock the shares underlying such options; however, the shares underlying such options are not deemed outstanding for the purpose of computing the "percentage of outstanding share" beneficially owned by any other person or entity.
(2)  Based upon information contained in a Schedule 13G filed with the Securities and Exchange Commission on February 10, 2000.
(3)  Based upon information contained in a Schedule 13G filed with the Securities and Exchange Commission on February 4, 2000.
(4)  Includes all of the shares of Common Stock owned by Charter Oak Partners because, as Director of Private Investments of Charter Oak Partners, Mr. Dowd may be deemed to beneficially own such shares. Mr. Dowd disclaims beneficial ownership of shares held by Charter Oak Partners except to the extent of his proportionate interest therein.
(5)  Based upon information contained in a Schedule 13G filed with the Securities and Exchange Commission on February 14, 2000.
(6)  Includes 236,824 shares subject to currently exercisable options.

    The following table sets forth certain information regarding the beneficial ownership of Common Stock as of April 26, 2000, by (i) each nominee for election as a director, (ii) each of the named individuals in the Summary Compensation Table, and (iii) all directors and executive officers of Brass Eagle as a group. Brass Eagle believes that the persons listed in the table have sole voting and investment power as to all shares of Common Stock shown as beneficially owned by them, subject to community property laws, where applicable.

(1)    The "percent of outstanding shares" is based upon the 7,136,247 shares of Common Stock outstanding as of April 26, 2000. The "percent of outstanding shares" of each person who holds currently exercisable options includes as outstanding shares of Common Stock the shares underlying such options; however, the shares underlying such options are not deemed outstanding for the purpose of computing the "percentage of outstanding shares" beneficially owned by any other person or entity.
(2)  Includes 236,824 shares subject to currently exercisable options.
(3)  Includes 178,785 shares subject to currently exercisable options.
(4)  Includes all of the shares of Common Stock owned by Charter Oak Partners because, as Director of Private Investments of Charter Oak Partners, Mr. Dowd may be deemed to beneficially own such shares. Mr. Dowd disclaims beneficial ownership of shares held by Charter Oak Partners except to the extent of his proportionate interest therein.
(5)  Includes 21,425 shares subject to currently exercisable options.
(6)  Includes 10,260 shares subject to currently exercisable options.
(7)  Includes 14,965 shares subject to currently exercisable options.
(8)  Includes 493,039 shares subject to currently exercisable options.

ELECTION OF DIRECTORS

    Four Directors are to be elected by the stockholders at the annual meeting for a term of one year and until the election and qualification of their successors. The Proxies solicited hereby will be voted "FOR" the election as Directors of the four persons hereinafter identified unless authority is withheld. Brass Eagle does not know of any nominee who will be unable to serve, but should any nominee be unable or decline to serve, the discretionary authority provided in the Proxy will be exercised to vote for a substitute or substitutes. Brass Eagle has no reason to believe that any substitute nominee will be required. Stephen Schaubert submitted his resignation as a Director effective December 23, 1999. He is not being replaced at this time. The bylaws allow for three to nine directors. No more than four directors can be voted for on a single proxy.

    Marvin W. Griffin, 61, has been Chairman of the Board of Brass Eagle since its inception in September 1997. Mr. Griffin has been Chairman of the Board of Daisy Manufacturing Company since 1998 and was President and Chief Executive Officer of Daisy Manufacturing, Inc. ("Daisy") from 1988 to 1998. From 1983 to 1987, Mr. Griffin was the Chief Executive Officer of the Coca-Cola Bottling Company Consolidated, a soft-drink bottling company, and was the Senior Vice President of Sales and Marketing at Coca-Cola U.S.A., a soft-drink maker, from 1980 to 1983.

    E. Lynn Scott, 46, has been President and Chief Executive Officer of Brass Eagle since its inception in September 1997. Mr. Scott was responsible for developing Daisy's paintball operations through its Brass Eagle division and he served as President of the division since November 1996. Prior to that, he served as Vice President, Sales and Marketing of Daisy from June 1989 to April 1997. Before joining Daisy, Mr. Scott served as Vice President, Sales and Marketing at Skeeter Products and Crosman, both divisions of The Coleman Company that specialize in sporting goods. He is also a Director of Daisy.

    Anthony J. Dowd, 40, has been a Director of Brass Eagle since its inception in September 1997. He serves as Director of Private Investments for Charter Oak Partners, a private investment firm, and has served in that capacity since May 1992. Mr. Dowd has served as a Director of Daisy since June 1993, and serves as a director of several privately held companies. Prior to joining Charter Oak Partners, he served as a Senior Associate at James D. Wolfensohn, Inc. (now BT Wolfensohn), an investment banking firm, from 1988 to 1991.

    H. Gregory Wold, 65, has been a Director of Brass Eagle since its inception in September 1997. Mr. Wold joined the Ford Motor Company, an auto manufacturer, in 1964 and served as Director, Business Development from 1996 to 1997 and its Associate Director, Corporate Strategy from 1986 to 1996. Mr. Wold retired from the Ford Motor Company in 1997. He is also a Director of Daisy.

    The Board of Directors met seven times during 1999, on January 30, May 12, August 25, November 1, December 2, December 17 and December 19.

    The Board currently has two standing committees to assist it in the discharge of its responsibilities: an Audit Committee and a Compensation Committee. The Audit Committee, which met one time in 1999, is composed of Anthony J. Dowd and H. Gregory Wold and reviews the professional services provided by Brass Eagle's independent auditors and the independence of such auditors from management of Brass Eagle. Additionally, the Audit Committee reviews the scope of the audit by Brass Eagle's independent auditors, the annual financial statements of Brass Eagle, Brass Eagle's system of internal accounting controls, and such other matters with respect to the accounting, auditing, and financial reporting practices and procedures of Brass Eagle as it finds appropriate or as are brought to its attention.

    The Compensation Committee, which met twice during 1999, is composed of Anthony J. Dowd, E. Lynn Scott, and Marvin Griffin and serves to establish the compensation of officers of Brass Eagle and to establish and administer Brass Eagle's compensation programs.

    None of the nominees for director attended fewer than 75 percent (75%) of the aggregate of (1) the total number of meetings of the Board of Directors and (2) the total number of meetings held by all committees of the Board on which he served.

    The Company is in the process of instituting policies and procedures to comply with new Audit Committee requirements, which are not yet in effect.

    The following table sets forth, for the fiscal years indicated, the cash and other compensation provided by Brass Eagle and its subsidiaries to the Chief Executive Officer and each of the other most highly compensated executive officers whose total annual salary and bonus exceed $100,000 (the "Named Executive Officers") in all capacities in which they served.

(1)  Includes Company contributions to the 401(k) Retirement Savings Plan, Company payments of life insurance premiums. For 1999 such amounts were as follows: E. Lynn Scott: $5,000 for 401(k) contributions, $384 for insurance premiums; Steven R. DeMent: $1,984 for 401(k) contributions, $382 for insurance premiums; J.R. Brian Hanna: $1,602 for 401(k) contributions, $362 for insurance premiums; John D. Flynn: $2,802 for 401(k) contributions, $293 for insurance premiums.
(2)  Prior to November 25, 1997, Brass Eagle operated as a division of Daisy Manufacturing Company, Inc. Messrs. Scott and DeMent devoted substantially all of their time to the operations of Daisy's Paintball Division. Accordingly, the summary compensation table includes all the compensation paid by Brass Eagle and Daisy prior to 1998.
(3)  Mr. Hanna became employed by Brass Eagle as of December 1, 1997. Consequently, Mr. Hanna's salary for 1997 as set forth above represents only one month of his annual salary.
(4)  Mr. Flynn became employed by Brass Eagle as of June 1, 1998. Consequently, Mr. Flynn's salary for 1998 as set forth above represented only seven months of his annual salary.

Stock Option Grants

    The following table sets forth information concerning stock options granted to the Named Executive Officers in February and November 1999:

(1)  The options granted on February 1, 1999 were originally granted with an exercise price of $15.50 per share. These options were repriced on November 19, 1999 to an exercise price of $8.00 per share. The "Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term" shows the appreciation on the repriced options based upon an exercise price of $8.00 per share.

    On November 19, 1999, the Board of Directors of Brass Eagle repriced 16,000 options with exercise prices of $15.25 per share that were originally granted on February 4, 1998 and 115,000 options with exercise prices of $15.50 per share that were originally granted on February 1, 1999. The following table shows the effect of the repricings on repriced options that are held by the Named Executive Officers.

    The following table sets forth information concerning stock options exercised during the last fiscal year and stock options held as of the end of the last fiscal year by the Named Executive Officers.

(1)  Represents the amount by which the market price at fiscal year end of the shares underlying unexercised options exceed the exercise price for such shares.

    Each director of Brass Eagle who is not also an employee of Brass Eagle receives, as an annual fee, Common Stock having a fair market value of $8,000 at the time of its issuance in quarterly installments. All directors are reimbursed for out-of-pocket expenses incurred in connection with attendance at meetings of the Board and Board committees and other activities relating thereto.

    Brass Eagle has entered into an Employment Agreement with E. Lynn Scott. The Agreement provides for an initial three-year term expiring September 15, 2000, which automatically extends each year, subject to the right of either party not to extend the Agreement upon ninety (90) days' notice. In addition, Mr. Scott may elect to terminate his employment in the event of a change-in-control of Brass Eagle or the sale of all or substantially all of its assets. Pursuant to the terms of the Agreement, Mr. Scott was paid an annual base salary of $180,000 in 1999. The Agreement provides for certain bonus compensation in subsequent years to be determined based upon performance targets set by Brass Eagle's Board of Directors after consultation with Mr. Scott. Under the Employment Agreement, Mr. Scott is subject to certain non-disclosure, non-competition and non-solicitation covenants applicable during the term of his employment and until one year after termination of his employment.

    The members of the Compensation Committee are Anthony J. Dowd, E. Lynn Scott and Marvin Griffin. Mr. Scott serves as President and Chief Executive Officer of Brass Eagle. Mr. Scott also serves on the Board of Directors of Daisy. Mr. Griffin is the Chairman of the Board of Daisy and also serves on Brass Eagle's Compensation Committee.

    The following report addressing Brass Eagle's compensation policies for executive officers for 1999 is submitted by the Compensation Committee of the Board of Directors.

    As required by the proxy rules promulgated by the Securities and Exchange Commission, this Report of the Compensation Committee of the Board of Directors describes the overall compensation goals and policies applicable to the executive officers of Brass Eagle, including the basis for determination of the compensation of executive officers for fiscal year 1999. The Report also discusses the setting of 1999 compensation of Mr. E. Lynn Scott. The term "Executive Officers" is used below to refer to the executive officers of Brass Eagle other than Mr. Scott.

    COMPOSITION OF COMPENSATION COMMITTEE. The members of the Compensation Committee are Anthony Dowd, Marvin W. Griffin, Jr. and E. Lynn Scott. Mr. Scott's inclusion on the Committee is deemed a great advantage due to his intimate knowledge of the performance of the Executive Officers. The philosophy of the committee emphasizes inclusiveness. Thus the Bonus Plan covers all employees of Brass Eagle, and all employees are eligible to purchase stock under an Employee Stock Purchase Plan.

    COMPENSATION PHILOSOPHY AND OBJECTIVES. The Committee believes that compensation of Brass Eagle's executive officers should be set at a competitive level and be based upon Brass Eagle's overall financial performance, achievement of strategic goals and individual performance, with a view toward building value for Brass Eagle's Stockholders. Within this overall philosophy, the following principles guide Brass Eagle's compensation policies for executive officers:

• Provide competitive levels of compensation that enable Brass Eagle to attract and retain experienced, talented Executive Officers;
• Compensate Executive Officers based on Brass Eagle's progress toward achievement of its short and long-term strategic and financial goals;
• Compensate Executive Officers based on the performance of the individual Executive Officer, and his contribution to Brass Eagle's performance; and
• Maintain and strengthen the incentive for Executive Officers to increase the price of Brass Eagle's Common Stock.

    The Committee believes that adherence to these objectives is essential in order to attract and retain highly qualified officers whose contributions are necessary for the continued growth and success of Brass Eagle. Information concerning the specific implementation of these policies in the 1999 compensation arrangements of the Executive Officers and Mr. Scott is provided below.

    ANNUAL SALARIES. Salaries of Executive Officers are generally reviewed on an annual basis and adjustments made based on the Committee's subjective evaluation of the individual's performance and Brass Eagle's performance, taking into account both qualitative and quantitative factors. Among the factors considered by the Committee have been the recommendations of Mr. Scott and the importance of retaining key Executive Officers. Subject to Board approval, the Committee makes decisions concerning the Executive Officers.

    Three of the executive officers were formerly employees at Daisy Manufacturing Company, Inc. with duties varying from their present positions. Two of the executives were hired from outside Brass Eagle. For this reason, year-to-year comparisons of annual salaries are limited. Generally, increases have been in the 4% to 5% range.

    INCENTIVE BONUS. The 1999 Brass Eagle Bonus Plan was established in early 1999. No bonuses were paid under the Plan, since net income did not meet the necessary level. The Bonus Plan covers all employees of Brass Eagle, although at varying percentages of base pay dependent on level. The total pay out under the Plan was $0.

    STOCK OPTIONS. Brass Eagle's 1997 Stock Option Plan permits the award of options to purchase Common Stock of Brass Eagle to Executive Officers, managers and key employees. The award of stock options is intended to align the interests of Executive Officers with the Stockholders by providing the Executive Officers with an incentive to bring about increases in the price of the Common Stock. Brass Eagle's policy is to award options to purchase Common Stock at a price that equals or exceeds market price on the date of grant. Accordingly, the Executive Officers derive a financial benefit from an option only if the price of Common Stock increases. Options granted have not had performance contingencies, but realization of the value provided through the options has generally required the Executive Officer to remain with Brass Eagle until the options vest. The options awarded vest at the rate of 25 percent (25%) per year.

    In fiscal year 1999, Brass Eagle awarded options to purchase 120,225 shares to Executive Officers, and awarded options to purchase 56,000 shares to other key employees of Brass Eagle.

    STOCK OPTION REPRICINGS. The Board of Directors monitors the compensation and benefits provided to Brass Eagle's Executive Officers, managers and other key employees in order to further the goals and objectives of Brass Eagle's compensation program. On November 19, 1999, the Board of Directors repriced 16,000 options with exercise prices of $15.25 per share that were originally granted on February 4, 1998 and 115,000 options with exercise prices of $15.50 per share that were originally granted on February 1, 1999. The exercise price of these options was lowered to $8.00 per share, the market trading price of Brass Eagle's Common Stock on the date of repricing. These repricings were effected in response to the changes in the market trading prices of Brass Eagle's Common Stock during 1999. The repricings were intended to provide continued motivation to Brass Eagle's Executive Officers, managers and other key employees and to maintain the alignment of interests between these employees and the stockholders of Brass Eagle.

    COMPENSATION OF CHIEF EXECUTIVE OFFICER. E. Lynn Scott's compensation is set pursuant to an Employment and Non-competition Agreement dated September 15, 1997, which runs for a three-year period, with options to renew. Mr. Scott's compensation and bonus schedule is set by this Agreement and included $180,000 salary and $0 of bonus (based on net income results) for 1999. Mr. Scott is eligible for stock options pursuant to this Agreement, and as of December 31, 1999 had been awarded stock options including options to purchase 112,250 shares of Common Stock pursuant to the 1997 Stock Option Plan.

    OTHER COMPENSATIONS. Brass Eagle has a number of broad-based employee benefit plans in which Executive Officers participate on the same terms as other employees meeting the eligibility requirements, subject to any legal limitations on amounts that may be contributed to or benefits payable under the plans.

    The Omnibus Budget Reconciliation Act of 1993 ("OBRA") generally prevents public corporations from deducting as a business expense that portion of compensation exceeding $1 million paid to a named executive officer in the Summary Compensation Table. This deduction limit does not apply to "performance-based compensation." The Compensation Committee intends to monitor its compensation plan to comply with OBRA when necessary.

Anthony J. Dowd

Marvin Griffin

Lynn Scott

    The graph below compares from November 25, 1997 (the date Brass Eagle was first listed for trading on the NASDAQ National Market) until December 31, 1999, the cumulative total returns on Brass Eagle's Common Stock to the NASDAQ Stock Market Composite Index, and to the average of the cumulative total return for ten peer group companies. The cumulative total return on Brass Eagle's Common Stock assumes $100 invested in such stock on November 25, 1997, and assumes reinvestment of dividends.

(Assumes $100 investment on 11/25/97)

(GRAPH)

Source: Integrated Corporate Relations. Data from Fact Set and Bloomberg Financial Markets

* The Peer Group is a composite of 10 leisure companies including; AMF Bowling Inc., Cannondale Corp., Bell Sports Inc., Coleman, Callaway Inc., First Team Sports Inc., GT Bikes, Huffy Corp, K2 Inc. and Marker International. Bell Sports went private and stopped trading on August 17, 1998. GT Bikes was acquired by Schwinn and stopped trading on October 2, 1998. Marker International was de-listed from Nasdaq, but still trades on OTC Bulletin Board.

1.  Mr. Scott is the President, Chief Executive Officer and a director of Brass Eagle and a director and Stockholders of Daisy Manufacturing Company ("Daisy"). Mr. Griffin is the Chairman of the Board of Directors of Brass Eagle, the Chairman of the Board of Daisy and a greater than 5 percent stockholder of Brass Eagle and a greater than 5 percent stockholder of Daisy. As a consequence, each of these persons may be deemed to have a material direct or indirect interest in Daisy. Brass Eagle, prior to November 24, 1997, operated as a division of a predecessor to Daisy. On November 24, 1997, a reorganization (the "Reorganization") was effected pursuant to an assignment, assumption and indemnification agreement (the "Assignment, Assumption and Indemnification Agreement") which provided for (i) Brass Eagle transferring all of its non-paintball related assets, operations, and liabilities to Daisy, retaining only its paintball related assets, operations, and liabilities, and (ii) Daisy agreeing to indemnify and hold harmless Brass Eagle and its officers, directors, employees and stockholders from and against all liabilities and obligations related to Brass Eagle's non-paintball related operations, including, without limitation, (a) any products liability claim relating to any products sold by Brass Eagle prior to Reorganization (other than products sold under the Brass Eagle name) and any products sold by Daisy after the Reorganization, and (b) any claim by an employee or former employee of Brass Eagle or of Daisy to the extent that such claim relates to post-retirement medical or pension benefits that are attributable to the employment of any such individual in Brass Eagle's non-paintball related operations.

2.  Each of the directors, including Anthony Dowd as agent for Charter Oak, and each of the Named Executive Officers except for J.R. Brian Hanna are guarantors under a Continuing Guaranty pursuant to which they have guaranteed the obligations of Daisy under the Assignment, Assumption and Indemnification Agreement. The obligations of the guarantors are several and separate according to their pro rata ownership of the outstanding shares of Daisy common stock at the time of the Reorganization. The aggregate amount of Daisy's obligations guaranteed is Five Million Dollars for the two years following the Reorganization and Three Million Dollars for the following two years. The term of the Guaranty expires on the earlier of (i) four years following the date of the Reorganization, or (ii) the date that one of the nation's six largest accounting firms renders a determination that Daisy alone may satisfy its obligations under the Assignment, Assumption and Indemnification Agreement. Obligations of guarantors for claims made prior to the fourth anniversary of the effective date of the Guaranty shall survive its termination.

3.  Messrs. Griffin and Scott were holders of shares of preferred stock of Brass Eagle, which were canceled in connection with the Reorganization. Brass Eagle entered into agreements with Messrs. Griffin and Scott concurrently with the Reorganization, pursuant to which Brass Eagle will indemnify each of them against any income tax imposed on them as a result of such cancellation of their preferred stock. It is not possible to predict whether any such tax will be imposed and, consequently, whether such indemnification will be required. If such indemnification is required, it is also not possible to estimate the precise amount thereof, although Brass Eagle does not believe that its obligation would exceed approximately $240,000 with respect to Mr. Griffin and approximately $90,000 with respect to Mr. Scott. If any such indemnification payment is required, Brass Eagle believes that it would be entitled to claim a corresponding compensation deduction for income tax purposes, and therefore, any additional indemnification costs would be offset by these income tax deductions. Consequently, Brass Eagle believes that any additional indemnification payments that it may be required to make would not have a material adverse effect on Brass Eagle or its prospects.

    Section 16(a) of the Securities Exchange Act of 1934 requires Brass Eagle's directors and executive officers, and persons who own more than 10 percent of Brass Eagle's Common Stock, to file with the Securities and Exchange Commission and the National Association of Securities Dealers, Inc. initial reports of ownership and reports of changes in ownership of stock of Brass Eagle.

    To Brass Eagle's knowledge, based solely on a review of copies of reports provided by such individuals to Brass Eagle and written representations of such individuals that no other reports were required, during the year ended December 31, 1999, all Section 16(a) filing requirements applicable to its officers, directors and greater than 10 percent beneficial owners were met.

    Brass Eagle utilized Crowe, Chizek and Company LLP, as independent public accountants for the year ended December 31, 1999. They are not expected to be present at the annual meeting of Stockholders. Independent public accountants have not yet been appointed for the year 2000.

    Brass Eagle has not yet determined the date of its annual meeting for 2001, but expects to hold the meeting in the middle of May of 2001 and to mail its proxy materials on or about April 1, 2001. Proposals of stockholders intended to be presented at Brass Eagle's annual meeting of stockholders in 2001 must be received by Brass Eagle at its principal executive offices a reasonable time prior to April 1, 2001 in order to be included in Brass Eagle's Proxy Statement and form of Proxy relating to that meeting. If a stockholder intends to present a proposal at Brass Eagle's annual meeting in 2001 without requesting Brass Eagle to include the proposal in Brass Eagle's proxy material, the stockholder must notify Brass Eagle of the proposal a reasonable time prior to April 1, 2001. 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 2001 proxy statement.

    Management of Brass Eagle knows of no other matters that may come before the meeting. However, if any matters other than those referred to herein should properly come before the meeting, it is the intention of the persons named in the enclosed Proxy to vote the Proxy in accordance with their judgment.

    A COPY OF BRASS EAGLE'S ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, MAY BE OBTAINED WITHOUT CHARGE BY ANY STOCKHOLDER UPON WRITTEN REQUEST TO JOHN D. FLYNN, SECRETARY, 1201 S.E. 30^TH STREET, BENTONVILLE, ARKANSAS 72712.

By order of the Board of Directors

JOHN D. FLYNN

Secretary

Bentonville, Arkansas

April 28, 2000