Page 1 of 2

                        	
                            
                            (Rev. 11/16/1998)

                        


            


             


             


            
            STATE OF UTAH


            
            DEPARTMENT OF COMMERCE


            
            DIVISION OF SECURITIES


             


            
            FORM 4-5EIA  


            
            Escrow Agreement


             


            
            Nine Mile Software, Inc., Principal, of
            Salt Lake County, State of Utah, and Escrow
            Specialists, Inc.,
            Escrow Agent, of Salt Lake County, State of Utah, hereby agree as
            follows:


             


            
            WHEREAS, Principal seeks
            registration/licensing as an Issuer with the State of Utah, Department of Commerce,
            Division of Securities, (“Division”), under the provisions of the Utah
            Uniform Securities Act, (“Act”), and Rules of the Division,
            (“Rules”), promulgated thereunder; and


             


            
            WHEREAS, Principal and Escrow Agent desire
            to enter into an escrow agreement and do bind themselves, assigns, executors and
            administrators, jointly and severally, firmly by these presents.


             


            
            NOW THEREFORE, as a condition of
            registration/licensing with the Division, Principal is depositing in escrow with Escrow
            Agent the sum of $ 25,000.00 (TWENTY FIVE THOUSAND AND 00/100 DOLLARS) lawful money of
            the United States of America to assure the Principal's compliance with the Act and the
            Rules during the effective period of Principal's registration statement/license with
            the Division.


             


            
            PROVIDED, ALWAYS, that Principal and Escrow
            Agent agree that the term of the escrow shall commence with the effective date of
            Principal's registration statement/license with the Division and terminate no earlier
            than four (4) years after expiration of effectiveness of Principal's registration
            statement/license with the Division;


             


            
            PROVIDED, FURTHER, that during the term of
            the escrow, Principal and Escrow Agent agree that the funds in escrow shall not, in any
            way, be pledged, hypothecated, transferred, assigned or in any other manner disposed
            of, other than in accordance with the terms of the escrow agreement;


             


            
            PROVIDED, FURTHER, that the Principal
            agrees to pay any and all expenses incurred as a result of the escrow and to indemnify
            the Escrow Agent against all claims arising out of the escrow other than those caused
            by the Escrow Agent's own negligence; and

            

            

            

            
            Form
            4-5EIA                                          
                                                      
                                                      
                    (Rev.
            11/16/1998)


            
            Page 2 of 2


             


            
            PROVIDED, FURTHER, that the funds in escrow
            must be released only by an order of the Division, in accordance with the
            following:


             


            
            (1) If claims have been made against the Principal in a court of
            competent jurisdiction and the court has finally adjudicated the dispute, or the
            claimant and the Principal has agreed in writing to resolve the dispute, the amount of
            funds at issue may be ordered released by the Division in accordance with the order or
            agreement, up to the amount placed in escrow; or


             


            
            (2) Effectiveness of Principal's registration statement/license with the
            Division expired more than four (4) years prior to the release of funds from
            escrow.


             


            
            IN WITNESS WHEREOF, Principal and Escrow
            Agent set their hands and affix their respective seals this ____ day of October
            2007.


             


             


            
            Principal


            
            Nine Mile Software, Inc.


            
            1245 East Brickyard Road, Suite 590


            
            Salt Lake City, Utah 84106


             


             


            
                	
                            
                             

                        	
                            
                            By:
                            ___________________________

                        


            


             


            
            Its:____________________________


            
             


            
            Escrow Agent


            
            Escrow Specialists, Inc.


            
            555 E. 5300 S. Suite 3


            
            Ogden, UT 84405


            
            ______________________________


            
             


            
                	
                            
                             

                        	
                            
                            ______________________________

                        


            


             


            
             


            
            By:___________________________


             


            
            Its:___________________________


             


             


            
                	
                            
                             

                        	
                            
                            Accepted by:

                        	
                            
                            ______________________________

                        


            


            
            Utah Department of Commerce


            
            Division of Securities