SERVICES AGREEMENT

1.

Services .

1.1.

Services . NILE retains CONSULTANT and CONSULTANT agrees to provide Services to NILE (the “Services”) as it may from time to time reasonably request, which shall include the Services set forth on Exhibit A attached to this Agreement.

1.2.

Performance . CONSULTANT agrees to render the Services to NILE, or to its designee, (a) at such reasonably convenient times and places as NILE may direct, (b) under the general supervision of NILE, (c) on a “best efforts” basis, and (d) in compliance with all applicable government laws and regulations in the jurisdiction in which the Services are being conducted. CONSULTANT represents and warrants that it has the necessary experience and knowledge to perform the Services. CONSULTANT will comply with all rules, procedures and standards promulgated from time to time by NILE with regard to CONSULTANT’s access to and use of NILE’s property, information, equipment and facilities. CONSULTANT agrees to furnish NILE with written reports with respect to the Services if and when requested by NILE.

1.3.

Third Party Confidential Information . CONSULTANT agrees not to use any trade secrets or other confidential information of any other person, firm, corporation, institution or other entity in connection with any of the Services.

1.4.

No Conflicts . CONSULTANT is under no contractual or other obligation or restriction that is inconsistent with CONSULTANT’s execution of this Agreement or the performance of the Services. During the Term (defined below), CONSULTANT will not enter into any agreement, either written or oral, in conflict with CONSULTANT’s obligations under this Agreement. CONSULTANT will arrange to provide the Services in such manner and at such times that the Services will not conflict with CONSULTANT’s responsibilities under any other agreement, arrangement or understanding or pursuant to any employment relationship CONSULTANT has at any time with any third party. Subject to the foregoing, nothing contained herein shall be deemed to restrict CONSULTANT or its directors, officers or employees from engaging in any business or from contracting with other parties for similar or different services.

2.

Compensation . In consideration for the Services rendered by CONSULTANT to NILE, NILE agrees:

2.1 .

To pay CONSULTANT an amount equal to Sixty Five Thousand Dollars ($65,000.00) per month during the Term. Undisputed payments will be made by NILE within 30 days from NILE’s receipt of CONSULTANT’s invoice. Invoices will contain such detail as NILE may reasonably require and will be payable in U.S. Dollars.

2.2 .

NILE shall reimburse CONSULTANT for all normal, usual and necessary expenses incurred by the CONSULTANT in performing the Services, including reasonable travel and entertainment, upon timely receipt by NILE of appropriate vouchers or other proof of the CONSULTANT’s expenditures and otherwise in accordance with any expense reimbursement policy as may from time to time be adopted by NILE.

2.3 .

NILE will issue to CONSULTANT and/or its designees stock options (the “Options”) in substantially the form attached hereto as Exhibit B to purchase an aggregate of Seven Hundred Fifty Thousand (750,000) shares of common stock of NILE, par value $0.001 per share (the “Common Stock”), at an exercise price equal to the closing sale price of the Common Stock on the Effective Date, which Options shall vest, if at all, in accordance with the vesting schedule set forth on Exhibit C attached hereto. The Options shall be issued pursuant to the NILE’s 2005 Stock Option Plan

3.

Term and Termination .

3.1.

Term . This Agreement will commence on the Effective Date and continue for a period of one (1) year from the Effective Date (the “Term”), unless sooner terminated pursuant to the express terms of this Section 2.3 or extended by mutual agreement of the parties. The Term may be extended for additional periods upon the mutual written agreement of NILE and CONSULTANT.

3.2.

Termination for Breach . If either party breaches in any material respect any of its material obligations under this Agreement, in addition to any other right or remedy, the non-breaching party may terminate this Agreement in the event that the breach is not cured within 30 days after receipt by that party of written notice of the breach.

3.3.

Termination by NILE . NILE may terminate this Agreement immediately at any time upon written notice to CONSULTANT in the event of a breach of this Agreement by CONSULTANT which cannot be cured ( i.e. breach of the confidentiality obligation).

3.4.

Other Termination . Either NILE or CONSULTANT may terminate this Agreement for any reason upon not less than 90 days prior written notice to the other party.

3.5.

Effect of Expiration/Termination . Upon expiration or termination, neither NILE nor CONSULTANT will have any further obligations under this Agreement, except the liabilities accrued through the date of termination. Upon expiration or termination, and in any case upon NILE’s request, CONSULTANT will return immediately to NILE all tangible Confidential Information, including all copies and reproductions thereof, except for one (1) copy which may be retained solely for archival purposes. In the event this Agreement is terminated by either party pursuant to Section 3.4 or by CONSULTANT pursuant to Section 3.2, then all unvested portions of the Options shall accelerate and be deemed vested as of the effective date of such termination.

4.

Confidentiality .

4.1.

Definition . “Confidential Information” means all trade secrets and confidential or proprietary information owned, possessed or used by NILE, learned of by CONSULTANT or developed by CONSULTANT in connection with the Services, whether or not in written form, including but not limited to data, know-how, unpublished findings, compounds, product information, processes, patent applications, business plans and strategies, financial data, proprietary software, technology under development, and marketing information, regardless of whether such disclosures are marked or otherwise designated as “Confidential,” or if such confidential information is disclosed in non-written form, such disclosure shall be identified as Confidential Information when first disclosed; and (b) any information, software, or other materials created by the CONSULTANT including any part of the information described in clause (a) of this sentence.

4.2.

Obligation . CONSULTANT agrees that during the course of the Term and for a period of five (5) years thereafter, it will keep in strictest confidence and will not disclose or make accessible to any other person without the prior written consent of NILE, NILE’s Confidential Information.

4.3.

Exclusion . Confidential Information does not include information that (a) is in the public domain or which becomes part of the public domain through no wrongful act on CONSULTANT’s part but only after it becomes so publicly known, (b) is already in

CONSULTANT’s possession at the time of disclosure by NILE, other than by previous disclosure by NILE, as evidenced by written or electronic records, or (c) that becomes known to CONSULTANT through disclosure by a third party having the right to disclose the information, as evidenced by written or electronic records. In addition, the CONSULTANT may disclose Confidential Information to the extent such information is required to be disclosed by law, regulation or order of a court of competent jurisdiction or regulatory authority, provided that CONSULTANT shall promptly notify NILE when such requirement to disclose arises, and shall cooperate with NILE so as to enable NILE to: (1) seek an appropriate protective order; and (2) make any applicable claim of confidentiality in respect of such Confidential Information; and provided, further, that CONSULTANT shall disclose Confidential Information only to the extent required by the protective order or other similar order, if such an order is obtained, and, if no such order is obtained, the receiving party shall disclose only the minimum amount of such Confidential Information required to be disclosed in order to comply with the applicable law, regulation or order.

5.

Insider Trading . NILE is a public company that is subject to the reporting requirements of the Securities and Exchange Act of 1934, as amended, and as such, in the course of his duties hereunder, CONSULTANT may receive from NILE or others information that may be considered material, nonpublic information concerning. Accordingly, CONSULTANT agrees NOT to:

5.1.

buy or sell any security, option, bond or warrant while in possession of relevant material, nonpublic information received from NILE or others in connection herewith; or

5.2.

provide any person with material, nonpublic information, received from NILE, including any relative, associate, or other individual who intends to, or may, (i) trade securities with respect to NILE which is the subject of such information, or (ii) otherwise directly or indirectly benefit from such information.

6.

Inventions .

6.1.

Definition . CONSULTANT will promptly disclose in confidence to NILE all inventions, discoveries, improvements, ideas, designs, processes, products, computer programs, works of authorship, databases, mask works, trade secrets, know-how, research and creations (whether or not patentable or subject to copyright or trade secret protection) that CONSULTANT makes, conceives or reduces to practice, either alone or jointly with others, and that result from the performance of the Services (“Inventions”).

6.2.

Ownership . All Inventions will be the exclusive property of NILE. For purposes of the copyright laws of the United States, all Inventions will constitute “works made for hire”,

except to the extent such Inventions cannot by law be “works made for hire”. To the extent Inventions have not been previously assigned to NILE, CONSULTANT hereby assigns and, to the extent any such assignment cannot be made at present, hereby agrees to assign to NILE, without further compensation, all right, title and interest in and to all Inventions and any and all related patents, patent applications, copyrights, copyright applications, trademarks, trade names, trade secrets and other proprietary rights in the United States and throughout the world. CONSULTANT agrees to cause its employees and other personnel performing Services to assign all Inventions to NILE.

6.3.

Records . CONSULTANT shall make and maintain adequate and current written records of all Inventions, which records shall be available to and remain the property of NILE at all times.

7.

Liability & Indemnity .

7.1.

Disclaimer of Warranty . CONSULTANT makes no express or implied representations, warranties or guarantees relating to the Services or the quality or results of Services to be performed under this Agreement. CONSULTANT will provide the Services with reasonable care and skill; provided, however, that CONSULTANT shall not be liable to NILE or any other person for any loss, damage or expense which may result therefrom or from any change in the manner in which CONSULTANT renders the Services, so long as CONSULTANT deems such change necessary or desirable in the conduct of its own operations. CONSULTANT shall not be liable to NILE for the consequences of any failure or delay to perform any of CONSULTANT’s obligations under this Agreement, other than for damages arising from CONSULTANT’s gross negligence or willful misconduct; provided , however , that CONSULTANT shall provide reasonably prompt notice to NILE of such liability and the reasons therefor.

7.2.

Indemnification . NILE hereby agrees to indemnify CONSULTANT and its officers, directors, employees (“Indemnitees”) and protect, defend, save and hold each Indemnitee har