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 ▇▇▇▇▇ ▇▇▇▇ 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 ▇▇▇▇▇
▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇ Aqua, Inc. Upon receipt of this notice
for the conversion of the 10% Convertible Note, ▇▇▇▇▇ ▇▇▇▇ 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
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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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Lender:
TMA, Inc.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇
---------------------------------- ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Witness: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chief Executive Officer
ATTACHMENT #
TMA, INC.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
COMPUTATION FOR DISTRIBUTION OF SHARES
SHAREHOLDERS THAT PURCHASED SHARES AT $4.00 PER SHARE WILL RECEIVE FOUR SHARES
OF ▇▇▇▇▇ ▇▇▇▇ 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
▇▇▇▇▇ ▇▇▇▇ 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
▇▇▇▇▇ ▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇ AQUA, INC. TO HAVE FUNDS AVAILABLE.
THIS WILL REQUIRE 150,000 SHARES TO COMPLETE
TOTAL NUMBER OF SHARES OF ▇▇▇▇▇ ▇▇▇▇ AQUA, INC. TO COMPLETE THE LIQUIDATION
PROCESS AND ELIMINATE ANY FUTURE PROBLEMS WITH THE SHAREHOLDERS OF BOTH
COMPANIES.
994,800 SHARES
