NON-NEGOTIABLE
DEMAND PROMISSORY NOTE

    


    
      	
              $9,000.00

            	
              May
      5, 2009   

            


    

    


    FOR VALUE
RECEIVED, Sand Hills, Inc., a corporation organized and existing under the laws
of State of Nevada, with offices at ___________________________________ (the
“Company”), promises to pay to the order of RBS Management Group LLC, a limited
liability corporation having an address at _____________________________ (the
"Holder"), the principal amount of NINE THOUSAND Dollars ($9,000.00, together
with interest incurred thereon at the rate of eight percent (8%) per
annum.  The entire unpaid principal and accrued interest thereon shall
be immediately due and payable on demand by the Holder.  Interest
payable hereunder shall be calculated for actual days elapsed on the basis of a
360-day year.  Any payments of amounts due hereunder shall be in such
currency of the United States at the time of payment as shall be legal tender
for the payment of public or private debts.

    


    This Note
shall be paid without deduction by reason of any set-off, defense or
counterclaim of the Company.  This Note may be prepaid in whole or in
part by the Company without penalty or premium at any time and from time to
time.  All payments received by the Holder hereunder will be applied
first to costs of collection and fees, if any, then to interest, and the balance
to principal.

    


    All
payments shall be made at the address for the Holder set forth above, or at such
other place as the Holder hereof may from time to time designate in
writing.

    


    The
Company hereby waives presentment for payment, demand, protest and notice of
protest and of non-payment.

    


    Any and all notices, requests, consents
and demands required or permitted to be given hereunder shall be in writing,
delivered to the addresses stated above.  Either party may change by
notice the address to which notices to it are to be addressed.

    


    Notwithstanding
any other provision of this Note, interest under this Note shall not exceed the
maximum rate permitted by law; and if any amount is paid under this Note as
interest in excess of such maximum rate, then the amount so paid will not
constitute interest but will constitute a prepayment on account of the principal
amount of this Note.

    


    The
Company agrees to pay on demand all expenses of collecting and enforcing this
Note and any guarantee or collateral securing this Note, including, without
limitation, expenses and fees of legal counsel, court costs and the cost of
appellate proceedings.

    


    The
failure or delay by the Holder in exercising any of its rights hereunder in any
instance shall not constitute a waiver thereof in that or any other instance.
The Holder may not waive any of its rights except by an instrument in writing
signed by the Holder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    This Note
shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the laws of the State of Nevada, without giving
effect to the conflict of law provisions thereof.

    


    This Note
may not be assigned, transferred or otherwise negotiated by the Holder without
the prior written consent of the Company.

    


    This Note
may not be amended without the written approval of the Holder.

    


    IN
WITNESS WHEREOF, the Company has caused this Note to be signed on the date first
set forth above.

    


    
      
        
          
            
              
                
                  	 
      	
                          SAND
      HILLS, INC.

                        	 
	 
      	 
      	 
      	 
	 
      	
                          By:

                        	  
      	 
	 
      	Print
      Name: E. Robert Selby	 
	 
      	Title:
      President	 


                

              

            

          

        

      

    

    

      
        
           


        

        
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