This ESCROW AGREEMENT (the "Agreement") dated as of May 9th, 2007 is made by and between, NINE
MILE SOFTWARE, INC., a Nevada corporation (the "Company") and ESCROW SPECIALISTS, INC., a
Utah corporation (the "Escrow Agent"). The "Escrow Agent," and the "Company," may also be hereinafter
referred to as the "Parties."
WHEREAS, the Company proposes to issue up to 714,290 shares of its common stock, par value $0.001 per
share (the "Common Shares"), for the aggregate proceeds of $500,003 (the "Maximum Amount"), on a "best
effort all or none" basis up to the 214,290 shares for the aggregate proceeds of $150,003 (the "Minimum
Offering"), and on a "best efforts" basis thereafter up to the Maximum Offering, at the offering price of $0.70 per
Common Share (the "Offering").
WHEREAS, the Company desires to establish an escrow account with the Escrow Agent into which certain
monies will be deposited and held in escrow until a minimum of $150,003 in Subscriptions has been raised in
connection with that certain Prospectus and Registration Statement on Form SB-2 dated May ___, 2007 and
those certain "Subscription Agreement" in connection with the offering (collectively, the "Offering Documents") by
individuals or entities desiring to purchase Common Shares ("Subscribers"); and Escrow Specialists, Inc. has
agreed to act as Escrow Agent on behalf of the Company on the terms and conditions set forth in this Agreement;
NOW, THEREFORE, the Parties agree as follows:
1. Appointment of Escrow Agent. The Company hereby appoints the Escrow Agent to act as the Company's
escrow agent and custodian for the purposes of this Agreement and the Escrow Agent accepts such appointment
upon the terms and subject to the conditions set forth in this Agreement.
2. Establishment of Escrow Account. The Escrow Agent shall, prior to the effective date of the Offering, cause to
be opened a fully segregated, escrow account for the benefit of the Company (the "Escrow Account") for the
purpose of holding i