Exhibit 10.2


                                    TMA, INC.
                           4729 LOMAS SANTE FE STREET
                          LAS VEGAS, NEVADA 89147-6028


                                LETTER OF INTENT

November 24, 1999

Terra Moya Aqua, Inc.
Mr. Ronald J. Taylor
President
2020 Carey Avenue
Cheyenne, Wyoming 82001

     RE:  PROPOSED  EXCHANGE  OF  SHARES OF TERRA  MOYA  AQUA,  INC.,  A WYOMING
          CORPORATION  FOR SHARES OF TMA, INC., A NEVADA  CORPORATION ON A SHARE
          FOR SHARE BASIS.

Dear Mr. Taylor:

This Letter of Intent  will  reflect the mutual  intent of TMA,  Inc.,  a Nevada
corporation  and Terra Moya Aqua,  Inc.,  a Wyoming  corporation  regarding  the
exchange of common  shares of TMA,  Inc.  in exchange  for all of the issued and
outstanding common shares of Terra Moya Aqua, Inc. on a share for share basis.

As a result of the transactions  ("Transactions") contemplated by this Letter of
Intent,  TMA, Inc. will acquire all the  outstanding  shares of Terra Moya Aqua,
Inc. upon the terms and  conditions  provided  herein and any  additional  terms
which will be set forth by mutual written consent of both corporations.

     1.   CLOSING DATE. The Closing Date shall be as soon as  practicable  after
          (i)  the  completion  of the  registration  statement  and  subsequent
          listing on the NASDAQ  Bulletin Board of the shares of TMA, Inc., (ii)
          the  completion of the Private  Placement,  dated November 29, 1999 by
          Toya Moya Aqua, Inc. or (iii) any date that is mutually agreed upon in
          writing by both corporations.
<PAGE>
TMA, INC.
LETTER OF INTENT
PAGE 2


     2.   ACQUISITION  OF STOCK.  On the date of  closing  of this  transaction,
          Terra Moya Aqua, Inc. will transfer to TMA, Inc. all of its issued and
          outstanding  shares in exchange for Common  Shares of TMA,  Inc.  This
          exchange  is intended  to qualify as a tax-free  reorganization  under
          Section 368 of the Internal  Revenue Code of 1986,  as amended and the
          TMA, Inc. Common Shares will be received on a tax-free basis. The TMA,
          Inc. Common Shares will be "restricted  securities" as defined in Rule
          144 under the Securities Act of 1934 and an appropriate legend will be
          placed on the certificates  representing such shares and stop transfer
          orders placed against them.

     3.   REGISTRATION  STATEMENT.  A registration  statement will be filed with
          the Securities and Exchange Commission to register the shares of Terra
          Moya Aqua, Inc. that are purchased  pursuant to the Private  Placement
          dated  November  29, 1999.  Upon the  completion  of the  registration
          statement these shares will become free trading.

     4.   STOCK CONDITIONS. On the date of closing there shall be no outstanding
          subscriptions,  options, rights,  warrants,  convertible securities or
          other  agreements or commissions  obligating  Terra Moya Aqua, Inc. to
          issue or transfer any  additional  shares of its capital  stock of any
          class.

     5.   FINANCIALS.  Prior to  closing,  Terra Moya Aqua,  Inc.  will  provide
          audited financial statements for the year ending December 31, 1999.

     6.   FINDERS FEES.  Both Terra Moya Aqua,  Inc. and TMA, Inc. agree that no
          finders fees are owed. Both parties hereby indemnify and hold harmless
          the other party from any such obligation.

     7.   BOARD OF  DIRECTORS.  The Board of Directors and officers of TMA, Inc.
          will resign upon the completion of the acquisition of Terra Moya Aqua,
          Inc.  Upon the  resignation  of the current  officers and directors of
          TMA,  Inc. a new Board of Directors  and officers  shall be appointed.
          The officers and  directors of Terra Moya Aqua,  Inc.  will become the
          officers and directors of TMA, Inc.
<PAGE>
TMA, INC.
LETTER OF INTENT
PAGE 3


     8.   ONE  INSTRUMENT.  This Letter of Intent may be executed in two or more
          counterparts,  each of which shall be deemed an  original,  but all of
          which together shall constitute one and the same instrument.

     9.   BINDING  EFFECT.  The parties intend to proceed with the  transactions
          contemplated herein. Each party shall promptly notify the other of its
          progress on the matters specified herein.

Sincerely,


/s/ Melanie S. Meinders                 APPROVED AND AGREED to this
--------------------------              24th day of November 1999
Melanie S. Meinders                     TERRA MOYA AQUA, INC
Chief Executive Officer

                                            /s/ Ronald J. Taylor
                                            ------------------------------------
                                        By: Ronald J. Taylor
                                            Chief Executive Officer