SECURITIES ESCROW AGREEMENT


     THIS SECURITIES  ESCROW  AGREEMENT (the  "Agreement") is entered into as of
the ____ day of November 2007, by and among Nine Mile  Software,  Inc., a Nevada
corporation  ("Nine  Mile");  the  holders  of certain  securities  of Nine Mile
(referred to herein as  "Depositors");  and Leonard E. Neilson,  Attorney at Law
("Escrow Agent").

                                    RECITALS

     WHEREAS, the parties hereto desire to establish an escrow account (the
"Escrow") naming Leonard E. Neilson, Attorney at Law, as the Escrow Agent;

     WHEREAS,  the Depositors are the beneficial  owners of those shares of Nine
Mile  common  stock and stock  purchase  options to acquire  shares of Nine Mile
common stock set forth in Attachment No. 1, annexed hereto and by this reference
made a part hereof (the "Nine Mile Securities"),  and will deposit the Nine Mile
Securities with the Escrow Agent to be held pursuant to the terms and conditions
set forth herein; and

     WHEREAS,  the  Escrow  is  being  established  at the  request  of the Utah
Division of Securities, in connection with the securities registration statement
filed by Nine Mile with the State of Utah for the public  offering  of Nine Mile
common stock pursuant to a registration  statement filed with the Securities and
Exchange Commission on Form SB-2 (the "Offering").

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and conditions
contained herein, the parties hereto agree as follows:

     1. Deposit and Release of Nine Mile Securities.  Upon the execution of this
Agreement,  each  individual  Depositor  will  deposit  with  the  Escrow  Agent
certificates  representing  Nine  Mile  Securities  in  the  respective  amounts
designated in Attachment No. 1. Thereafter,  Escrow Agent is instructed to place
and retain  said  shares in  safekeeping.  Beginning  two years from the date of
completion of the offering,  two and one-half  percent (2 1/2%) of the Nine Mile
Securities  held in Escrow  may be  released  each  quarter,  pro rata among the
Depositors.  All remaining Nine Mile Securities shall be released from Escrow on
the fourth  anniversary  from the date of completion  of the Offering.  Upon the
occurrence of any of the following events, the Escrow Agent will return the Nine
Mile Securities to the Depositors:

         (a)   The Offering has been  terminated,  and no  securities  were sold
               pursuant thereto;

         (b)   The Offering has been  terminated,  and all of the gross proceeds
               that were  derived  therefrom  have been  returned  to the public
               investors.

         (c)   In   the   event   of   a   dissolution,   liquidation,   merger,
               consolidation,  reorganization,  sale or  exchange of Nine Mile's
               assets or securities  (including by way of tender offer),  or any
               other  transaction  or  proceeding  with  a  person  who is not a
               designated  Depositor,  which results in the  distribution of the
               Nine Miles'  assets or  securities  ("Distribution"),  while this
               Agreement   remains  in  effect,   the  Depositors'   Nine  Miles
               Securities  shall  remain in Escrow  subject to the terms of this
               Agreement and the Depositors agree that:

               (i)  All holders of Nine Miles' equity securities will initially
                    share on a pro rata, per share basis in the Distribution, in
                    proportion to the amount of cash or other consideration that
                    they paid per share of Nine Miles common stock (provided
                    that the Utah Division of Securities has accepted the value
                    of the other consideration), until the public shareholders
                    have received, or have had irrevocably set aside for them,
                    an amount that is equal to one-hundred percent (100%) of the
                    public offering's price per share times the number of shares
                    of Nine Miles common stock that they purchased pursuant to
                    the Offering and which they still hold at the time of the
                    Distribution, adjusted for stock splits, stock dividends,
                    recapitalizations and the like;


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<PAGE>


              (ii)  All  holders of Nine Miles  common  stock  shall  thereafter
                    participate on an equal, per share basis times the number of
                    shares  of  common  stock  they  hold  at  the  time  of the
                    Distribution,  adjusted for stock splits,  stock  dividends,
                    recapitalizations and the like; and

              (iii) A  Distribution  may proceed on lesser terms and  conditions
                    than the terms and conditions  stated in Paragraphs 1(c) (i)
                    and (ii),  above,  if a majority of Nine Miles common stock,
                    not held by Depositors,  or their  associates or affiliates,
                    vote, or consent by consent procedure, to approve the lesser
                    terms and  conditions at a special  meeting  called for that
                    specific purpose;

         (d)  In the event the shares of Nine Mile  Common  Stock held in Escrow
              pursuant to this Agreement become "Covered Securities," as defined
              in Section  18(b)(1) of the Securities Act of 1933, all securities
              in Escrow shall be released; or

         (e)  The Utah  Division of Securities  gives its  permission to release
              the  Nine  Mile  Securities  prior  to  the  termination  of  this
              Agreement.

     2. Terms of the Escrow.
        -------------------

         (a) For purposes of this Agreement, associate includes:

              (i)   Corporations  or legal  entities,  other  than the Issuer or
                    majority-owned subsidiaries of the Issuer, of which a person
                    is an officer,  director,  partner, or a direct or indirect,
                    legal or  beneficial  owner of five  percent (5%) or more of
                    any class of equity securities;

              (ii)  Trusts or other  estates in which a person has a substantial
                    beneficial  interest  or for  which  a  person  serves  as a
                    trustee or in a similar capacity; and

              (iii) A persons's  spouse and relatives,  by blood or by marriage,
                    if the person is a promoter of the Issuer, its subsidiaries,
                    its affiliates, or its parent:

         (b)  Except as set forth in Paragraph 1(c) above, Depositors shall have
              the same voting rights as shareholders who purchased shares in the
              Offering.

         (c)  All certificates representing stock dividends and shares resulting
              from stock splits of Nine Mile Securities,  recapitalizations  and
              the like,  that are  granted to or received  by  Depositors  while
              their Nine Mile Securities are held in Escrow,  shall be deposited
              with and held by the  Escrow  Agent  subject  to the terms of this
              Agreement.  Any cash  dividends that are granted to or received by
              Depositors  while their Nine Mile  Securities  are held in Escrow,
              shall be deposited with and be held by the Escrow Agent subject to
              the  terms of this  Agreement,  unless  such  cash  dividends  are
              approved by a majority of  independent  directors of the Nine Mile
              Board of  Directors.  The  Escrow  Agent  shall  invest  such cash
              dividends as directed by the  Depositors.  The cash  dividends and
              any interest earned thereon will be disbursed in proportion to the
              number of shares released from the Escrow.

         (d)  All equity  securities  that are  received  by  Depositors  as the
              result of the  conversion or exercise of  convertible  securities,
              warrants,  options or rights to purchase  common  stock or similar
              securities,  while their Nine Mile Securities are in Escrow, shall
              be  deposited  with and held by the  Escrow  Agent  subject to the
              terms of this Agreement.

     3. Restrictions on Transfer.
        -------------------------

         (a)  The Nine Mile Securities held in Escrow pursuant to this Agreement
              may be transferred by will, the laws of descent and  distribution,
              the  operation of law, or by any court of  competent  jurisdiction
              and proper venue.

                                  Page 2 of 6
<PAGE>

         (b)  The Escrowed Nine Mile  Securities of a deceased  Depositor may be
              hypothecated  to pay  the  expenses  of the  deceased  Depositor's
              estate;  provided that the hypothecated Nine Mile Securities shall
              remain subject to the terms of the Agreement.

         (c)  No Nine Mile  Securities may be  transferred,  sold or disposed of
              ("transferred")  until the  Escrow  Agent has  received  a written
              statement signed by the proposed transferee  ("transferee")  which
              states that the transferee has full knowledge of the terms of this
              Agreement, the transferee accepts the Nine Mile Securities subject
              to the terms of this  Agreement and the  transferee  realizes that
              the Nine Mile  Securities  shall  remain in Escrow  until they are
              released pursuant to Paragraph 1, above.

         (d)  With the exception of Paragraph 3(b) above,  Nine Mile  Securities
              held in Escrow may not be pledged to secure a debt.

         (e)  Nine Mile  Securities held in Escrow may be transferred by gift to
              the  Depositors's  family  members,  provided that the transferred
              Nine Mile  Securities  shall  remain  subject to the terms of this
              Agreement.

         (f)  With the exception of Paragraphs  3(a), (b), (c) and (e) above, no
              Escrowed Nine Mile  Securities,  any interest therein or any right
              or title thereto, may be transferred.

         (g)  Depositors shall be prohibited from selling any of their Nine Mile
              Securities  that are not  subject  to Escrow  during the time that
              Nine  Mile  is  offering  its   securities  to  the  public  in  a
              self-underwritten offering.

     4. Delivery of Nine Mile Securities and Termination of Escrow.
        -----------------------------------------------------------

         (a)  Within five (5) days from the  occurrence of any of the events set
              forth in Paragraph 1 above and without further  instructions,  the
              Escrow   Agent  will  deliver  to  the   Depositors   certificates
              representing the respective Nine Mile Securities that are eligible
              for release from Escrow.  In the event the Offering is canceled or
              abandoned   without   the  sale  of  any  Nine  Mile   shares  and
              appropriately  withdrawn from registration with the Securities and
              Exchange  Commission and Utah Division of  Securities,  the Escrow
              agent  will  immediately  return to  Depositors  all  certificates
              representing the Nine Mile Securities;

         (b)  A request for the release of any of the Nine Mile  Securities from
              Escrow shall be in writing and be forwarded to the Escrow Agent;

         (c)  The Issuer  shall  provide to the Escrow  Agent the  documentation
              showing that the  requirements of Paragraph 1 above have been met;
              and

         (d)  The Escrow Agent shall terminate the Agreement and/or release some
              or all  of  the  Nine  Mile  Securities  from  Escrow  if all  the
              applicable  provisions of this Agreement have been satisfied.  The
              Escrow Agent shall maintain all records relating to this Agreement
              for a period of three (3) years  following the  termination of the
              Agreement.  Copies of all  records  retained  by the Escrow  Agent
              shall be forwarded  to the Utah  Division of  Securities  promptly
              upon written request.

     5. Escrow Agent. Leonard E. Neilson,  Attorney at Law, is hereby designated
by this  Agreement to act in the capacity of Escrow Agent  pursuant to the terms
and  conditions  set forth herein.  By executing  this  Agreement,  Escrow Agent
acknowledges the receipt from Depositors of the Nine Mile Securities.

     6. Representations of Depositors. Depositors hereby represent that they are
the  registered and  beneficial  owner of the Nine Mile  Securities set forth in
Attachment  No. 1 and  delivered to Escrow Agent and each  individual  Depositor
represents  that he is  empowered  to  enter  into and  fulfill  the  terms  and
conditions set forth in this Agreement.

     7.  Amendment.  This  Agreement  may be amended  only upon the approval and
consent of all the  parties  hereto and any such  amendment  shall be made by an
instrument,  in writing,  and signed on behalf by all of the parties  hereto and
the Utah Division of Securities.

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<PAGE>


     8.  Indemnification  of Escrow Agent.  The Issuer and the Depositors  shall
hold the Escrow Agent  harmless from and indemnify it for, any cost or liability
regarding administrative proceeding, investigation,  litigation, interpretation,
implementation,  or  interpleading  relating to this  Agreement,  including  the
release of Nine Mile Securities and the  disbursement of dividends,  interest or
proceeds,  unless  the cost or the  liability  arises  from the  Escrow  Agent's
failure to abide by the terms of the  Agreement.  The Escrow Agent shall have no
responsibility other than to receive, hold and disperse the Nine Mile Securities
pursuant to the terms and conditions set forth herein.

     9.  Arbitration.  The  parties  hereto  agree that they shall  resolve  any
dispute arising hereunder before a panel of arbitrators selected pursuant to and
run in accordance with the rules of the American  Arbitration  Association.  The
arbitration  shall be held in Salt Lake City,  Utah or in such other location to
be  mutually  agreed upon by all of the  parties  hereto.  Each party shall bear
their own attorney's fees and respective costs of such arbitration.

     10. Termination. This Agreement shall terminate by its terms four (4) years
from the date  hereof,  unless  previously  terminated  by terms and  conditions
stated  herein.  Upon  termination  of the  Agreement as per the terms set forth
herein,  the Escrow  Agent shall  immediately  deliver to  Depositors  Nine Mile
Securities  being  held by  Escrow  Agent.  If the  Escrow  Agent  approves  the
termination of the Agreement prior to the termination date provided herein,  the
Escrow Agent shall immediately inform the Utah Division of Securities in writing
that termination has occurred and shall describe the facts and  circumstances of
the terminating event or events.

     11.  Governing  Law.  This  Agreement  shall be governed by the laws of the
State of Utah.

     12.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which  shall be deemed an  original  and  together  shall
constitute one document. The delivery by facsimile or an executed counterpart of
this  Agreement  shall be deemed to be an original and shall have the full force
and effect of an original executed copy.

     13. Assignment.  This Agreement may not be assigned in any manner, in whole
or in part,  by any of the parties  hereto  without the  express  prior  written
consent by all the parties and the Utah Division of Securities.

     IN WITNESS WHEREOF, this Securities Escrow Agreement is hereby executed and
delivered in a manner legally binding as of the date first written above.











                         [Signatures on Following Page]

                                  Page 4 of 6
<PAGE>





                                 SIGNATURE PAGE


            "Nine Mile"
     Nine Mile Software, Inc.



By:
   -----------------------------------------
Its:


                "Depositors"



--------------------------------------------
Terry Deru



--------------------------------------------
Andrew Limpert



--------------------------------------------
Damon Deru



--------------------------------------------
Scott Deru



--------------------------------------------
Michael Christensen



           "Escrow Agent"



--------------------------------------------
Leonard E. Neilson


<PAGE>


<TABLE>
<CAPTION>

                                                            ATTACHMENT NO. 1
                                                            ------------------



                              NINE MILES SOFTWARE, INC. SECURITIES SUBJECT TO SECURITIES ESCROW AGREEMENT


Name of Depositor                       Nine Mile Software, Inc. Securities Deposited into Escrow

<S>                                     <C>
Terry Deru                              600,000 shares of Common Stock
----------------------------------------------------------------------------------------------------------

Andrew Limpert                          600,000 shares of Common Stock
----------------------------------------------------------------------------------------------------------

Damon Deru                              200,000 shares of common stock
----------------------------------------------------------------------------------------------------------
                                        Stock Purchase Options* to acquire 400,000 shares of Common Stock
Scott Deru                              120,000 shares of common stock
----------------------------------------------------------------------------------------------------------

Michael Christensen                     30,000 shares of common stock
                                        Stock Purchase Options* to acquire 100,000 shares of Common Stock
----------------------------------------------------------------------------------------------------------
</TABLE>

     *   Includes underlying shares of Common Stock