Exhibit
10.4  DEMAND PROMISSORY NOTE Issuance Date: April
29, 2009 Effective Date:
November 6, 2007 Chicago, Illinois   FOR
VALUE RECEIVED, Atlantica, Inc., a Utah corporation (the Debtor),
promises to pay to the order of Mirabella Holdings, LLC, a Delaware limited
liability company (the Holder), the aggregate amount that the Holder
may from time to time, in its sole discretion, advance to the Debtor (any such
amount that is advanced is referred to as a Loan and, collectively, as
the Loans), together with interest on the outstanding principal amount
at the rate set forth below, all as further provided in this demand promissory
note (this Note).  This Note is being issued by the Debtor on the
Issuance Date set forth above, but is intended to be effective as of November 6,
2007 and apply to all Loans made by the Holder to the Debtor since the Effective
Date.  1. Repayment.
 The Debtor shall repay the principal amount outstanding under this Note,
together with all accrued and unpaid interest hereon, in full ON DEMAND.
 Such principal and interest may be prepaid in full at any time, or in part
from time to time, without prepayment premium or penalty.  Any Loan or
payment of principal under or pursuant to this Note and the principal balance of
the Loans may be recorded by the Lender on the grid annexed hereto, which
recordation shall constitute prima facie evidence of the accuracy
of the information so recorded; provided, however, that the
failure to so record any such information shall not affect the obligations of
the Debtor in respect of this Note.  2. Interest.
 Interest shall accrue on the unpaid principal amount of each Loan from the
date of the advance giving rise to such Loan, at a rate of 10% per annum,
compounded quarterly.  Any payment of principal shall be accompanied by a
payment of all interest accrued on the principal amount being paid.  3. Payments.
 All payments under this Note shall be made to Holder in United States
Dollars in immediately available funds, at the office of the Holder at its
address as set forth on the books and records of the Debtor, or such other place
as the Holder shall designate to the Debtor in writing.  All amounts
payable hereunder shall be made without set-off or counterclaim.  4. Waiver
of Presentment, Etc.  The Debtor hereby expressly waives presentment
for payment, demand for payment, notice of dishonor, protest, notice of protest,
notice of non-payment, and all lack of diligence or delays in collection or
enforcement of this Note.  5. Expenses.
 The Debtor agrees to reimburse the Holder for any costs or expenses,
including, but not limited to, attorneys fees, incurred in connection with
collection or enforcement by the Holder of any of its rights under this Note,
whether suit be brought or not.  6. Governing
Law.  This Note shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York that apply to contracts made
and performed entirely in such state.  7. Headings.
 The Section and other headings contained in this Note are inserted for
convenience of reference only and will not affect the meaning or interpretation
of this Note.  [The
next page is the signature page]       The
Debtor has executed and delivered this Demand Promissory Note on the Issuance
Date first written above.  ATLANTICA,
INC.   By:/s/Shelley Goff Name:
 Shelley Goff Title:
 Secretary & Chief Financial Officer  -2-  ­