ESCROW AGREEMENT



     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."



                                    RECITALS



     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 in trust all proceeds from the Offering on behalf of the Company and the

Subscribers.  All  checks,  wires,  drafts or money  orders  for  payment of the

proceeds  shall be made  payable to "Escrow  Specialists  - Nine Mile  Software,

Inc.,  Escrow Account." Checks,  wires,  drafts or money orders may come in with

unintentional nominal variations on this name, which may be deemed acceptable at

the discretion of the Escrow Agent.



     3.  Deposits.  The  Company  will  deliver to the Escrow  Agent all checks,

drafts and money orders  ("Subscription  Payments") received by the Company from

the Subscribers in connection with the Offering.  All checks,  wires,  drafts or

money orders for payment of the Proceeds  will be delivered  immediately  to the

Escrow Agent who will deposit all such funds in a non-interest-bearing  account,

which is FDIC insured "to the fullest  extent of the law." The Company will keep

full and proper records (the "Records") of the names of subscribers,  the number

of Common  Shares  purchased  and amount of  Subscription  Payments paid by each

Subscriber.



     4. Rejection of Subscriptions.  Since any subscriptions shall relate to the

Offering  pursuant  to  Offering  Documents,   it  will  be  presumed  that  all

subscriptions  received by the Escrow Agent will be  acceptable  to the Company.

Notwithstanding  the  foregoing,  the  terms of the  Offering  provide  that any

subscription may be accepted or rejected in whole or in part by the Company. The

Escrow  Agent  shall  furnish  to the  Company,  at  least  once a week,  a list

containing  the names and addresses of  Subscribers  and the number of shares of

Common  Stock  subscribed  for  by  each   Subscriber.   With  respect  to  each

subscription which is rejected, the Company will notify the Escrow Agent of such

rejection in writing,  and upon receipt of such  notification,  the Escrow Agent

will, within five business days,  assuming the Subscriber's  funds have cleared,

issue a check in the amount of the  rejected  Subscriber's  subscription  to the

rejected Subscriber.



                                      -1-

{PAGE}



     5. Termination Date. For purposes of this Agreement, the "Termination Date"

will be the  earliest  to occur of either (I) the  satisfaction  of the  Minimum

Amount and  disbursement  of funds as set forth in  Section 6 below;  or (ii) 90

business days from the effective date of the Company's registration statement on

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