Exhibit 10.3

                              10% CONVERTIBLE NOTE

              PRINCIPAL AMOUNT: $391,182.03 DATE: JANUARY 28, 2000

FOR VALUE RECEIVED, Terra Moya Aqua, Inc., a Wyoming corporation,  whose address
is 2020 Carey Avenue, 7th Floor, Cheyenne, Wyoming 82001, hereby promises to pay
to the order of TMA, Inc., a Nevada corporation,  on or before January 28, 2001,
whose address is 4729 Lomas Sante Fe Street, Las Vegas, Nevada 89147, the sum of
Three Hundred Ninety One Thousand One Hundred Eighty Two dollars and Three cents
($391,182.03),  together with interest thereon,  at the rate of 10% per annum on
the unpaid balance.  Terra Moya Aqua, Inc. agrees that the 10% Convertible  Note
may be converted into Common  Shares,  par value $0.01 per share pursuant to the
following terms and conditions.

     1.   Terra Moya Aqua, Inc. agrees to exchange the 10% Convertible Note into
          Common Shares, par value $0.01 per share on the basis of one share for
          each  $0.4279613  cents of the principal loan balance plus interest on
          the date of conversion.

     2.   TMA,  Inc.  shall have the right to exercise the option to convert the
          10% Convertible Note into Common Shares, par value $0.01 per share, of
          Terra Moya Aqua,  Inc. at any time prior to the  repayment  in full of
          the 10% Convertible Note, plus any accrued interest.

     3.   Should TMA,  Inc.  determine  that it is in the best interest of their
          shareholders,   the  10%  Convertible   Note  will  be  converted  and
          distributed to the shareholders of TMA, Inc. as a stock  distribution.
          TMA,  Inc.  would file the proper  papers  with the state of Nevada to
          change the corporate name to Nevada Holding Group, Inc.

     4.   TMA, Inc. has the right to exercise this 10%  Convertible  Note at any
          time.  Terra Moya Aqua,  Inc. agrees to accept the exercise of the 10%
          Convertible  Note and does not have the right to pay the principal and
          interest in cash. The  distribution  of the shares of Terra Moya Aqua,
          Inc.   will  be  made  within  ten  (10)  days  from  the  receipt  of
          notification to convert into Common Shares, par value $0.01 per share,
          of Terra Moya Aqua, Inc.

     5.   Should Terra Moya Aqua, Inc.  become in default of the  Non-Circumvent
          Agreement  dated  November 4, 1999 between  Terra Moya Aqua,  Inc. and
          High Desert  Consultants,  Inc.  Terra Moya Aqua,  Inc.  agrees to pay
          liquidating  damages in the  amount of Twenty  Five  Thousand  dollars
          ($25,000).  This  payment  will be  waived  upon the  notification  to
          convert into Common Shares,  par value $0.01 per share,  of Terra Moya
          Aqua, Inc.
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10% CONVERTIBLE NOTE

     6.   Should  Terra Moya Aqua,  Inc.  determine  that  additional  loans are
          required,  an  opportunity  to match the terms and  conditions  of any
          loans made to Terra Moya Aqua, Inc. will be granted to TMA, Inc.

     7.   All  certificates  issued upon the  conversion  will be forwarded  for
          distribution to:

                                    TMA, Inc.
                           4729 Lomas Sante Fe Street
                             Las Vegas, Nevada 89147

     8.   CERTIFICATES  SHALL BE  ISSUED TO THE  SHAREHOLDERS  OF TMA,  INC.  AS
          DIRECTED BY THE CURRENT  SHAREHOLDER LIST. THE INFORMATION FOR ISSUING
          THE CERTIFICATES  WILL BE PROVIDED UPON THE NOTICE TO CONVERT INTO THE
          COMMON SHARES, PAR VALUE $0.01 PER SHARE, OF TERRA MOYA AQUA, INC.

In the  unlikely  event that this note be in default and placed for  collection,
then Terra Moya Aqua, Inc. agrees to pay all reasonable  attorney fees and costs
of  collection.  Payment  not made within five (5) days of the due date shall be
subject to a late charge of 10% of said payment.  All  undersigned and all other
parties to this note,  whether as endorsers,  guarantors  or sureties,  agree to
remain fully bound until this note shall be converted  into Common  Shares,  par
value $0.01 per share, of Terra Moya Aqua, Inc.

All parties concerned accept the terms of this instrument.

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10% CONVERTIBLE NOTE

                                   SIGNATURES


Witnessed:                              /s/ Melanie S. Meinders
                                        ----------------------------------------
                                        Lender:
                                        TMA, Inc.
/s/ Thomas R. Meinders                  4729 Lomas Sante Fe Street
----------------------------------      Las Vegas, Nevada 89147
Witness:                                Melanie S. Meinders
                                        Chief Executive Officer





Witnessed:                              /s/ Duane A. Rasmussen
                                        ----------------------------------------
                                        Borrower:
                                        Terra Moya Aqua, Inc.
/s/ Rose Harms                          2020 Carey Avenue, 7th Floor
----------------------------------      Cheyenne, Wyoming 82001
Witness:                                Duane A. Rasmussen
                                        Chief Executive Officer




Witnessed:                              /s/ Ronald J. Taylor
                                        ----------------------------------------
                                        Borrower:
                                        Terra Moya Aqua, Inc.
         /s/ Rose Harms                 2020 Carey Avenue, 7th Floor
----------------------------------      Cheyenne, Wyoming 82001
Witness:                                Ronald J. Taylor
                                        President

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JANUARY 28, 2000
10% CONVERTIBLE NOTE



Witnessed:                              /s/ Shannon P. Murphy
                                        ----------------------------------------
                                        Borrower:
                                        Terra Moya Aqua, Inc.
         /s/ Rose Harms                 2020 Carey Avenue, 7th Floor
----------------------------------      Cheyenne, Wyoming 82001
Witness:                                Shannon P. Murphy
                                        Senior Vice President