Exhibit 10.4

                              10% CONVERTIBLE NOTE

                               DEMAND FOR EXERCISE

Dated: December 15, 2000

The 10% Convertible Note, as evidenced by the attached copy, was entered into on
the 28th day of January  2000, by and between TMA,  Inc., a Nevada  corporation,
the lender and Terra Moya Aqua, Inc., a Wyoming corporation, the borrower.

Pursuant to the  provisions of 10%  Convertible  Note,  the lender,  TMA,  Inc.,
hereby  determines  that it is in the best interest of the  shareholders of TMA,
Inc. to convert the loan into Common Shares, par value $0.01 per share, of Terra
Moya Aqua,  Inc. The  shareholder  list is attached for the  preparation  of the
stock certificates.  TMA, Inc. will change their corporate name upon the receipt
of the stock  certificates  of Terra Moya Aqua, Inc. Upon receipt of this notice
for the conversion of the 10%  Convertible  Note,  Terra Moya Aqua,  Inc. should
issue certificates  totaling 994,800 to the shareholders of the TMA, Inc. common
stock. The Computation for issuing the shares is as follows:

Principal Amount of 10% Convertible Note                             $391,182.03
Interest from January 28, 2000 through December 15, 2000
Interest is computed on 318 days at the rate of $108.66 per day        34,553.88
                                                                     -----------
Total amount due upon conversion                                     $425,735.91

Conversion rate of $0.4279613 per share converts into 994,800 Common Shares

This notice to convert is executed on behalf of TMA, Inc. the lender.


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
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ATTACHMENT  #

                                    TMA, INC.
                           4729 LOMAS SANTE FE STREET
                             LAS VEGAS, NEVADA 89147
                                 (702) 220-3120

                     COMPUTATION FOR DISTRIBUTION OF SHARES


SHAREHOLDERS  THAT PURCHASED  SHARES AT $4.00 PER SHARE WILL RECEIVE FOUR SHARES
OF TERRA MOYA AQUA, INC. SHARES FOR EACH SHARE OF TMA, INC. PURCHASED.

                  111,200 SHARES WERE PURCHASED AT $4.00

                  THIS WILL REQUIRE 444,800 SHARES TO COMPLETE

SHAREHOLDERS  THAT  PURCHASED  SHARES AT $0.25 PER SHARE WILL RECEIVE 1 SHARE OF
TERRA MOYA AQUA, INC. FOR EACH SHARE OF TMA, INC. THAT THEY PURCHASED.

                  400,000 SHARES WERE PURCHASED AT $0.25

                  THIS WILL REQUIRE 400,000 SHARES TO COMPLETE

THE FOUNDING SHAREHOLDERS OF TMA, INC. WILL RECEIVE A TOTAL OF 150,000 SHARES OF
TERRA  MOYA  AQUA,  INC.  FOR THEIR  600,000  SHARES OF TMA,  INC.  THIS WILL BE
ADDITIONAL  COMPENSATION  FOR THEIR TIME AND EFFORTS TO MAKE EVERYTHING WORK AND
PROVIDING THE VEHICLE FOR TERRA MOYA AQUA, INC. TO HAVE FUNDS AVAILABLE.

                  THIS WILL REQUIRE 150,000 SHARES TO COMPLETE

TOTAL  NUMBER OF SHARES OF TERRA MOYA AQUA,  INC.  TO COMPLETE  THE  LIQUIDATION
PROCESS  AND  ELIMINATE  ANY  FUTURE  PROBLEMS  WITH  THE  SHAREHOLDERS  OF BOTH
COMPANIES.

                                 994,800 SHARES