exhibit10-1.htm

Exhibit 10.1

    SHARE
EXCHANGE AGREEMENT

    


    This Share Exchange Agreement ("Agreement"), is made and
entered into this 15th day of March 2009, to be effective as of the 15th day of
February 2009 (the “Effective
Date”) by and among TRESTLE HOLDINGS, INC., a
Delaware corporation ("Trestle"); MOQIZONE HOLDINGS LIMITED, a
Cayman Island corporation ("MoqiZone Cayman"); LAWRENCE CHEUNG (“Cheung”) and
the other Persons who are shareholders of MoqiZone Cayman, all of whom have
executed this Agreement on the signature page hereof (collectively referred to
herein as the “MoqiZone Cayman
Shareholders”); and MKM
CAPITAL OPPORTUNITY FUND LTD., a corporation (“MKM” or the “Trestle Principal
Stockholder”);  Trestle, the Trestle Principal Stockholder,
MoqiZone Cayman, the MoqiZone Cayman Shareholders are hereinafter sometimes
collectively referred to as the “Parties.”

     

    RECITALS:

    


    A.           Trestle desires to acquire all
of the issued and outstanding capital stock of MoqiZone Cayman, through an
exchange (the “Share
Exchange”) of Trestle voting Series B convertible preferred stock, $0.001
par value and $1,000 liquidation or stated value per share (the “Series B Preferred Stock”) for
100% of the outstanding share capital of MoqiZone Cayman (the “MoqiZone Cayman
Shares”).

    


    B.           MoqiZone
Cayman is the record and beneficial owner of 100% of the share capital of MOBIZONE HOLDINGS LIMITED, a
Hong Kong corporation (“MobiZone Hong Kong”) and
MobiZone Hong Kong is the record and beneficial owner of 100% of the share
capital of SHANGHAI MOQIZONE
INFORMATION TECHNOLOGY COMPANY LIMITED (“MoqiZone” and together with
MoqiZone Cayman and MobiZone Hong Kong, the “MoqiZone
Corporations”).

    


    C.           It
is the intention of the parties hereto that the Share Exchange shall qualify as
a transaction in securities exempt from registration or qualification under the
Securities Act of 1933, as amended, and under the applicable securities laws of
each state or jurisdiction where the MoqiZone Cayman Shareholders
reside.

    


    D.           The
board of directors of each of Trestle and MoqiZone Cayman and the MoqiZone Cayman Shareholders
each deem it to be in the best interests of Trestle and MoqiZone Cayman and their
respective shareholders to consummate the Share Exchange, as a result of which
Trestle shall acquire
all of the issued and outstanding MoqiZone Cayman Shares and the
MoqiZone Cayman
Shareholders shall be issued the “Exchange Shares” (as
hereinafter defined), to represent, upon automatic conversion thereof into
common stock $0.001 par value per share of Trestle (the “Common Stock”) approximately
95% of the “Trestle
Fully-Diluted Common Stock” (as hereinafter defined).

    


    E.           Pursuant
to an offering memorandum, dated as of February 21, 2009, as amended from time
to time (the “Memorandum”), MobiZone Hong
Kong and Trestle intend to offer and sell (the “Offering”) to accredited
investors (as defined in Regulation D promulgated under the Securities Act of
1933, as amended) units of securities consisting of (a) a minimum of $4,000,000
and a maximum of $8,000,000 of 8% exchangeable notes of MobiZone Hong Kong due
March 31, 2011 (the “Notes”) and (b) warrants to
purchase a minimum of 2,222,222 and a maximum of 4,444,444 Class A warrants and
Class B warrants of Trestle (the “Warrants”).

    


    F.           It
is contemplated that the rights and obligations of Trestle and the MoqiZone
Corporations in connection with the Offering shall be set forth pursuant to the
terms of a securities purchase agreement,


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    dated as
of February 15, 2009 (the “Securities Purchase
Agreement”), among the MoqiZone Corporations, Trestle, certain other
Persons and the various purchasers of such units of securities (the “Investors”)

    


    G.           Prior
to the “Closing Date” of
the Share Exchange and upon consummation of the “Initial Closing” on the “Initial Closing Date” under
the Securities Purchase Agreement, as a result of such private placement,
MobiZone Hong Kong shall
have received subscriptions from the Investors of not less than four million
dollars ($4,000,000) of gross proceeds; of which $3,997,778 shall represent
consideration for the $4,000,000 principal amount of Notes, and $2,222 shall
represent consideration for the Warrants (as those securities are defined in the
Securities Purchase Agreement).

    


    H.           Immediately
following the Closing Date of the Share Exchange (a) the MoqiZone Cayman Shareholders
shall own shares of Series B Preferred Stock that, upon consummation of the
“Trestle Reverse Split” shall automatically convert into 10,743,000 shares of
Trestle Common Stock, or such other number of shares of Trestle Common Stock as
shall represent approximately Ninety-Five Percent (95%) of the Trestle
Fully-Diluted Common Stock.

    


    NOW, THEREFORE, in
consideration of the mutual covenants, agreements, repre­sentations and
warranties contained in this Agreement, the parties hereto agree as
follows:

    


    DEFINITIONS

    


    Unless
otherwise defined in this Agreement, all capitalized terms shall have the same
meaning as is defined in the Securities Purchase Agreement.  As used
in this Agreement, the following terms shall have the meanings set forth
below:

    


    “Applicable Law” means any
domestic or foreign law, statute, regulation, rule, policy, guideline or
ordinance applicable to the businesses of the Parties, the Share Exchange and/or
the Parties.

    


     “Affiliate” means any one or
more Person controlling, controlled by or under common control with any other
Person or their affiliate.

    


    “Business Day” shall mean any
day, excluding Saturday, Sunday and any other day on which national banks
located in New York, New York shall be closed for business.

    


    “Closing Date” shall mean the
date upon which the Share Exchange shall be consummated.

    


     “Dollar” and “$” means lawful money of the
United States of America.

    


     “Exchange Act” means the
Securities Exchange Act of 1934, as amended.

    


    “Exchange Shares” shall mean
the 10,743 shares of Series B Preferred Stock to be issued by Trestle to the
MoqiZone Cayman Shareholders on the Closing Date, or such other number of shares
of Series B Preferred Stock that shall, upon consummation of the Trestle Reverse
Split, automatically convert into that number of shares of Trestle Common Stock
as shall represent not less than Ninety-Five Percent (95%) of the Trestle
Fully-Diluted Common Stock, as contemplated by this Agreement; provided,
however, that the term “Exchange Shares” shall not mean or include any
shares of Trestle Common Stock that may be issued on or following the Closing
Date upon exercise of any Performance


    
      
         


      

      
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    Warrants.

    


     “GAAP” means generally accepted
accounting principles in the United States of America as promulgated by the
American Institute of Certified Public Accountants and the Financial Accounting
Standards Board or any successor Institutes concerning the treatment of any
accounting matter.

    


    “Information Statement” shall
mean the Information Statement on Form 14C to be filed by Trestle with the
Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of
1934, as amended, in order to effectuate Trestle stockholder consent and
approval to: (a) authorize for issuance 100,000,000 shares of Trestle Common
Stock, $0.001 par value per share, and 10,000,000 shares of Trestle Preferred
Stock, $0.001 par value per share, containing such rights, privileges and
designations as the board of directors of Trestle may from time to time
determine; and (b) effect the one-for-203.55 Trestle Reverse Split and (c)
change the corporate name of Trestle to Moqizone Holding
Corporation.

    


    “Initial Closing” shall mean
completion of the sale of not less than 400 Units consisting of $4,000,000 of
Notes and Warrants to purchase a total of 2,222,222 shares of Trestle Common
Stock, all as contemplated by the Memorandum and the Securities Purchase
Agreement.

    


     “Knowledge” means the knowledge
after reasonable inquiry.

    


    “Lien” means, with respect to
any property or asset, any mortgage, lien, pledge, charge, security interest,
encumbrance or other adverse claim of any kind in respect of such property or
asset.

    


    “Material Adverse Effect” with
respect to any entity or group of entities means any event, change or effect
that has or would have a materially adverse effect on the financial condition,
business or results of operations of such entity or group of entities, taken as
a consolidated whole.

    


    “Management Shareholders”
shall mean those individuals designated under the heading MOQIZONE CORPORATIONS MANAGEMENT
SHAREHOLDERS on the signature page of this Agreement, all of whom are
MoqiZone Cayman Shareholders and members of the executive management of the
MoqiZone Corporations.

    


    “MoqiZone Cayman Common Stock”
means 100% of the issued and outstanding share capital of MoqiZone Cayman
authorized pursuant to its Articles and Memorandum of Organization, as amended,
through the Closing Date.

    


     “MoqiZone Corporation”
and MoqiZone
Corporations” shall mean the individual and collective reference to
MoqiZone Cayman, Mobizone
Holdings Limited, a Hong Kong corporation (“MobiZone Hong Kong”), Shanghai Moqizone Information
Technology Company Limited, a corporation organized under the laws of the
People’s Republic of China (“MoqiZone”), and Shenzhen Mellow Technology
Limited, a corporation organized under the laws of the People’s Republic
of China (“Mellow”).

    


    “MoqiZone Exchange Agreement”
shall mean the share exchange agreement, dated as of February 15, 2009, among
the shareholders of MobiZone Hong Kong and MoqiZone Cayman, pursuant to which
all the MobiZone Hong Kong shareholders agreed to transfer 100% of the share
capital of MobiZone Hong Kong to MoqiZone Cayman in exchange for 100% of the
share capital of MoqiZone


    
      
         


      

      
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    Cayman.

    


    “Series A Preferred Stock”
shall mean the shares of Series A voting convertible preferred stock of Trestle,
containing such rights, privileges and designations as are provided in the
Series A Preferred Stock Certificate of Designations, that will be issued to
Investors upon the cancellation and exchange of the Notes for shares of such
Series A Preferred Stock, all as contemplated by the Memorandum and the
Securities Purchase Agreement.

    


    “Series B Preferred Stock”
shall mean the shares of Series B voting convertible preferred stock of Trestle,
containing such rights, privileges and designations as are provided in the
Series A Preferred Stock Certificate of Designations, that will be issued to the
MoqiZone Cayman Shareholders on the Closing Date, and automatically convertible
into shares of Trestle Common Stock upon consummation of the Trestle Reverse
Split, all as provided in the Memorandum and the Securities Purchase
Agreement.

    


     “Trestle Common Stock” shall
mean the shares of common stock of Trestle, $0.001 par value per
share.

    


     “Trestle Fully-Diluted Common
Stock” means, as at the time in question, the maximum number of shares of
Trestle Common Stock that are issued and outstanding and issuable as at the
Closing Date, after giving
effect to:

    


    (a)          the
issuance of all shares of Trestle Common Stock that are issuable upon the
automatic conversion of all shares of Series B Preferred Stock into shares of
Trestle Common Stock; and

    


    (b)          other
than a deminimus number (less than 5,000) shares of Trestle Common Stock
issuable upon “out-of-the money” options and warrants, any other shares of
Trestle Common Stock that are issuable upon conversion into Common Stock of any
notes, debentures, or upon exercise of any warrants, options or other rights to
purchase shares of such Common Stock;

    


     provided,
however, that, as used in this Agreement, the term “Trestle Fully-Diluted Common
Stock” shall not mean
or include any shares of Trestle Common Stock issued or issuable (i) upon the
exercise of shares of Series A Preferred Stock or upon exercise of any of the
Warrants issued to such Investors or other Persons in connection with the
Offering, as contemplated by the Memorandum and the Securities Purchase
Agreement. (ii) in connection with any one or more financings subsequent to the
Offering, (iii) in connection with any purchase of the assets, securities or the
businesses of any other persons or for any other valid business purpose approved
by the Board of Directors, or (iv) in connection with any stock options or other
incentive equity securities issued to any employees, board members or
consultants of Trestle in consideration of services to be rendered subsequent to
the Closing Date of the Share Exchange.

    


     “Person” means any individual,
corporation, partnership, trust or unincorporated organization or a government
or any agency or political subdivision thereof.

    


    “Tax” (and, with correlative
meaning, “Taxes” and
“Taxable”)
means:

    


    (i) any
income, alternative or add-on minimum tax, gross receipts tax, sales tax, use
tax, ad valorem tax, transfer tax, franchise tax, profits tax, license tax,
withholding tax, payroll tax, employment tax, excise tax, severance tax, stamp
tax, occupation tax, property tax, environmental or


    
      
         


      

      
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    windfall
profit tax, custom, duty or other tax, impost, levy, governmental fee or other
like assessment or charge of any kind whatsoever together with any interest or
any penalty, addition to tax or additional amount imposed with respect thereto
by any governmental or Tax authority responsible for the imposition of any such
tax (domestic or foreign), and

    


    (ii) any
liability for the payment of any amounts of the type described in clause (i)
above as a result of being a member of an affiliated, consolidated, combined or
unitary group for any Taxable period, and

    


    (iii) any
liability for the payment of any amounts of the type described in clauses (i) or
(ii) above as a result of any express or implied obligation to indemnify any
other person.

    


    “Tax Return” means any return,
declaration, form, claim for refund or information return or statement relating
to Taxes, including any schedule or attachment thereto, and including any
amendment thereof.

    


    “Warrants” shall mean the
collective reference to the Trestle Class A Warrants and Class B Warrants, as
described in the Securities Purchase Agreement and the Exhibits
thereto.

    


    THE
SHARE EXCHANGE

    


    SECTION
1.                                
THE SHARE EXCHANGE; OFFICERS AND DIRECTORS

    


    1.1           The Share
Exchange.

    


    (a)           On
the Closing Date and subject to and upon the terms and conditions of this
Agreement, the MoqiZone Cayman
Shareholders shall sell, assign, transfer and exchange (collectively,
“Transfer”) to Trestle
all of their issued and outstanding share capital of MoqiZone Cayman, and all
rights to receive share capital of MoqiZone Cayman (collectively, the “MoqiZone Cayman
Shares”).

    


    (b)           On
the Closing Date, and in exchange for the Transfer to it of the MoqiZone Cayman
Shares, Trestle shall issue to the MoqiZone Cayman Shareholders the Exchange
Shares:

    


    1.2           Exemption from
Registration.  The Parties intend that (i) the Exchange Shares
to be issued by Trestle to the MoqiZone Cayman Shareholders shall be exempt from
the registration requirements of the Securities Act pursuant to Section 4(2) of
the Securities Act to MoqiZone Cayman Shareholders and the rules and regulations
promulgated thereunder.

    


    1.3           Closing.

    


    The
closing of the Share Exchange (the “Closing”) will take place
simultaneous with the Initial
Closing in connection with the Offering, at the offices of Hodgson Russ
LLP, counsel to MoqiZone Cayman, at its office in New York, New York, or at such
other date as Trestle and the MoqiZone Cayman Shareholders shall agree (the
“Closing Date”), but in
no event shall the Closing Date occur later than June 16, 2009, unless such date
shall be extended by mutual agreement of Trestle and the MoqiZone Cayman
Shareholders.


    
      
         


      

      
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    1.4           Board of Directors of
Trestle.   On the Closing Date of the Share Exchange, the
initial board of directors of Trestle, MoqiZone Cayman and the other MoqiZone
Corporations subsidiaries of Trestle subsequent to the Share Exchange shall be
as set forth in Section 5.9 of this Agreement.  Such initial members
of the board of directors shall serve until the earlier of their death,
resignation or removal or until the next annual meeting of the stockholders of
Trestle, when their respective successors are duly elected and qualified. The
executive officers of Trestle subsequent to the Share Exchange shall be the
Management Shareholders.

     

    1.5    Restrictions On Resale

     

    The
Exchange Shares and the shares of Trestle Common Stock issuable to the MoqiZone
Cayman Shareholders under the Series B Preferred Stock will not be registered
under the Securities Act, or the securities laws of any state, and cannot be
transferred, hypothecated, sold or otherwise disposed of until: (i) a
registration statement with respect to such securities is declared effective
under the Securities Act, or (ii) Trestle receives an opinion of counsel for the
stockholder, reasonably satisfactory to counsel for Trestle, that an exemption
from the registration requirements of the Securities Act is
available.

    


    The
certificates representing the Exchange Shares shall contain a legend
substantially as follows:

    


    “THE
SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH
RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR TRESTLE HOLDINGS, INC.
RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL
FOR TRESTLE HOLDINGS, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF SUCH ACT IS AVAILABLE.”

    


    “PURSUANT
TO A SHARE EXCHANGE AGREEMENT DATED AS OF FEBRUARY 15, 2009, BY AND AMONG
TRESTLE HOLDINGS, INC. AND THE SHAREHOLDERS OF MOQIZONE HOLDINGS CO., LTD., A
CAYMAN ISLANDS CORPORATION, THE SECURITIES WHICH ARE REPRESENTED BY THIS
CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF,
EXCEPT IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN A LOCK-UP
AGREEMENT BY AND BETWEEN THE HOLDER HEREOF AND TRESTLE.

     

    1.6    Exchange of Certificates


    (a)           On
the Closing Date the MoqiZone Cayman Shareholders shall be required to surrender
all their MoqiZone Cayman Shares to Trestle, and the MoqiZone Cayman
Shareholders shall be entitled upon such surrender to receive in exchange
therefor certificates representing the proportionate number of Exchange Shares
into which the MoqiZone Cayman Shares theretofore surrendered shall have been
exchanged pursuant to this Agreement.  On the Closing Date, each
outstanding certificate which, prior to the Closing Date, represented MoqiZone
Cayman Shares shall be deemed for all corporate purposes, subject to the further
provisions of this Article I, to evidence the ownership of the number of whole
Exchange Shares for which such MoqiZone Cayman Shares have been so
exchanged.  However, no


    
      
         


      

      
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    dividend
or other consideration payable to holders of Exchange Shares of record as of any
date subsequent to the Closing Date shall be paid to the owner of any
certificate which, prior to the Closing Date, represented MoqiZone Cayman
Shares, until such certificate or certificates representing all the relevant
MoqiZone Cayman Shares, together with a stock transfer form, are surrendered as
provided in this Article I.

    


    (b)           All
Exchange Shares for which the MoqiZone Cayman Shares shall have been exchanged
pursuant to this Article I shall be deemed to have been issued in full
satisfaction of all rights pertaining to the MoqiZone Cayman
Shares.

    


    SECTION 2. REPRESENTATIONS AND
WARRANTIES OF MOQIZONE CAYMAN, MANAGEMENT SHAREHOLDERS AND MOQIZONE CAYMAN
STOCKHOLDERS.

    


    MoqiZone
Cayman and the Management Shareholders hereby jointly and severally make the
following representations and warranties to Trestle, and the MoqiZone Cayman
Shareholders who are not Management Shareholders severally (not jointly and
severally) represent and warrant as to the matters set forth in
Section  2.1 and Section 2.2 below::

    


    2.1           Organization and Good
Standing: Ownership of Shares.  MoqiZone Cayman is a
corporation duly organized and validly existing under the laws of the Cayman
Islands.  MoqiZone Cayman is the record and beneficial owner of 100%
of the share capital of MobiZone Hong Kong, MobiZone Hong Kong is the record and
beneficial owner of 100% of the share capital of each of MoqiZone and
Mellow.  Each of the MoqiZone Corporations is duly organized and
validly existing under the laws of their respective jurisdictions of
organization.  There are no outstanding subscriptions, rights,
options, warrants or other agreements obligating MoqiZone Cayman or any other
MoqiZone Corporations to issue, sell or transfer any stock or other securities
of the MoqiZone Corporations.  Except for MobiZone Hong Kong, MoqiZone
and Mellow, MoqiZone Cayman has no other subsidiaries.

    


    2.2           Authority.  Each
of the MoqiZone Cayman Shareholders individually has the power and authority,
and MoqiZone Cayman has the corporate power to enter into this Agreement and to
perform their respective obligations hereunder.  The execution and
delivery of this Agreement and the consummation of the transaction contemplated
hereby have been duly authorized by the Board of Directors of MoqiZone Cayman
and his hereby authorized by the MoqiZone Cayman Shareholders.  The
execution and performance of this Agreement will not constitute a material
breach of any agreement, indenture, mortgage, license or other instrument or
document to which any of the MoqiZone Corporations is a party and will not
violate any judgment, decree, order, writ, rule, statute, or regulation
applicable to such MoqiZone Corporations or its properties.  The
execution and performance of this Agreement will not violate or conflict with
any provision of the respective Articles of Incorporation, Memoranda of
Organization or by-laws of any of the MoqiZone Corporations.

    


    2.3           Ownership of MoqiZone Cayman
Shares.

    


    (a)           The
MoqiZone Cayman Shareholders set forth on Schedule 2.3 are the
owners of record and beneficially of 100% of the issued and outstanding share
capital of MoqiZone Cayman.  Such MoqiZone Cayman Shares are owned
free and clear of all rights, claims, liens and encumbrances, and have not been
sold, pledged, assigned or otherwise transferred except pursuant to this
Agreement.

    


    (b)           As
at the date hereof and on the Closing Date, the MoqiZone Cayman Shareholders
shall own of record an aggregate of 10,743,000 MoqiZone Cayman
Shares.


    
      
         


      

      
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    2.4           Financial Statements, Books
and Records.

    


    (a)           MobiZone
Cayman is a corporation formed in 2009 for the purpose of acquiring 100% of the
share capital of MobiZone Hong Kong and its subsidiaries.  Schedule 2.4 consists
of the unaudited consolidated financial statements (balance sheet, income
statement, notes) of the MobiZone Hong Kong, MoqiZone and Mellow as of December
31, 2007 and December 31, 2008 and for the two (2) fiscal years then ended (the
"Financial
Statements").  The Financial Statements fairly represent the
financial position of such MoqiZone Corporations as at such dates and the
results of their operations for the periods then ended.  The Financial
Statements were prepared in accordance with generally accepted accounting
principles applied on a consistent basis with prior periods except as otherwise
stated therein.  The books of account and other financial records of
the MoqiZone Corporations are in all respects complete and correct in all
material respects and are maintained in accordance with good business and
accounting practices.

    


    (b)           The
Financial Statements are capable of being audited in accordance with generally
accepted accounting principles and Regulation S-X, as promulgated under the
Securities Act of 1933, as amended.

    


    (c)           The
MoqiZone Corporations have engaged the services independent auditors that are
qualified by the Public Company Accounting Oversight Board, to audit the
Financial Statements.  MoqiZone Cayman and the other MoqiZone
Corporations shall use its best efforts to cooperate with such auditors to
enable them to complete their audits of such financial statements and issue
their audit report thereon as soon as practicable following the date of this
Agreement, but in no event later than March 31, 2009  (the “Outside Audit Date”).

    


    2.5           Access to
Records.  The corporate financial records, minute books and
other documents and records of MoqiZone Cayman have been made available to
Trestle prior to the Closing hereof.

    


    2.6           No Material Adverse
Changes.  Except as otherwise described on Schedule 2.6 hereto,
since December 31, 2008 there has not been:

    


    
      	
              (a)

            	
              any
      material adverse change in the financial position of the MoqiZone
      Corporations except changes arising in the ordinary course of business,
      which changes will in no event materially and adversely affect the
      financial position of the MoqiZone
Corporations;

            


    

    


    
      	
              (b)

            	
              any
      damage, destruction or loss materially affecting the assets, prospective
      business, operations or condition (financial or otherwise) of the MoqiZone
      Corporations whether or not covered by
  insurance;

            


    

    


    
      	
              (c)

            	
              any
      declaration, setting aside or payment of any dividend or distribution with
      respect to any redemption or repurchase of the MoqiZone Corporations
      capital stock;

            


    

    


    
      	
              (d)

            	
              any
      sale of an asset (other than in the ordinary course of business) or any
      mortgage or pledge by the MoqiZone Corporations of any properties or
      assets, other than as set forth in Section 2.13 below;
  or

            


    

    


    
      	
              (e)

            	
              adoption
      of any pension, profit sharing, retirement, stock bonus, stock option or
      similar plan or arrangement.

            


    


    
      
         


      

      
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    2.7   Taxes.  As
of December 31, 2008, the MoqiZone Corporations have filed all material tax,
governmental and/or related forms and reports (or extensions thereof) due or
required to be filed and has (or will have) paid or made adequate provisions for
all taxes or assessments which had become due as of December 31, 2008, and there
are no deficiency notices outstanding.

    


    2.8   Compliance with
Laws.  Except as set forth on Schedule 2.8, each of
the MoqiZone Corporations has complied with all governmental and local laws,
ordinances, regulations, inspections, orders, judgments, injunctions, awards or
decrees applicable to it or its business which, if not complied with, would
materially and adversely affect the businesses of the MoqiZone
Corporations.

    


    2.9           No
Breach.  The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby will
not:

    


    (a)      violate any provision
of the Articles of Incorporation, Articles or Memoranda of Association or
Organization or By-Laws of any of the MoqiZone Corporations;

    


    (b)      violate, conflict
with or result in the breach of any of the terms of, result in a material
modification of, otherwise give any other contracting party the right to
terminate, or constitute (or with notice or lapse of time, or both constitute) a
default under any contract or other agreement to which any of the MoqiZone
Corporations is a party or by or to which it or any of its assets or properties
may be bound or subject;

    


    (c)      violate any order,
judgment, injunction, award or decree of any court, arbitrator or governmental
or regulatory body against, or binding upon, any of the MoqiZone Corporations or
upon the properties or business of any of the MoqiZone Corporations;
or

    


    (d)           violate
any statute, law or regulation of any jurisdiction applicable to the
transactions contemplated herein which could have a materially adverse effect on
the business or operations of any of the MoqiZone Corporations.

    


    2.10           Actions and
Proceedings.  The MoqiZone Corporations are not a party to any
material pending litigation or, to its knowledge, any governmental investigation
or proceeding not reflected in the MoqiZone Corporations Financial Statements,
and to its best knowledge, no material litigation, claims, assessments or
Non-governmental proceedings are threatened against any of the MoqiZone
Corporations except as set forth on Schedule 2.10
attached hereto and made a part hereof.

    


    2.11           Agreements.  Schedule 2.11 sets
forth any material contract or arrangement to which the MoqiZone Corporations is
a party or by or to which it or its assets, properties or business are bound or
subject, whether written or oral.

    


    2.12           Brokers or
Finders.  No cash broker's or finder's fee will be payable by
the MoqiZone Corporations in connection with the transactions contemplated by
this Agreement, nor will any such fee be incurred as a result of any actions by
the MoqiZone Corporations or any of the MoqiZone Cayman
Shareholders.

    


    2.13           Real
Estate.  Except as set forth on Schedule 2.13, the MoqiZone
Corporations owns no real property nor is a party to any leasehold
agreement.


    
      
         


      

      
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    2.14           Licenses and
Authorizations.  The MoqiZone Corporations or their affiliates
and associates possess all authorizations and licenses (including the PLA
Authorization) necessary to conduct their business in the People’s Republic of
China, all as described in the Memorandum and the Securities Purchase
Agreement.

    


    2.15           Accuracy of
Disclosures.  MoqiZone Cayman does hereby represent and
warrant, and each of the MoqiZone Cayman Shareholders does hereby severally
represent and warrant to the best of their knowledge and belief, that all of the
disclosures set forth in the Memorandum and in the Securities Purchase Agreement
concerning the MoqiZone Corporations is complete and accurate in all material
respects and does not contain any untrue statement of a material fact or omit to
state any fact necessary to make any statement contained therein not materially
misleading or necessary to a complete and correct presentation of all material
aspects of the business of the MoqiZone Corporations.  Each of the
MoqiZone Cayman Shareholders has carefully reviewed the statements, disclosures
and representations made in both the Memorandum and in the Securities Purchase
Agreement.

    


    2.16           Operations of the
MoqiZone
Corporations.  Except
as disclosed on Schedule 2.16, from
December 31, 2007 through the Closing Date, none of the MoqiZone Corporations
has and will not have:

    


    (a)           incurred
any indebtedness or borrowed money, except for the Notes referred to in the
Securities Purchase Agreement;

    


    (b)           declared
or paid any dividend or declared or made any distribution of any kind to any
shareholder, or made any direct or indirect redemption, retirement, purchase or
other acquisition of any shares in its capital stock;

    


    (c)           made
any loan or advance to any shareholder, officer, director, employee, consultant,
agent or other representative or made any other loan or advance otherwise than
in the ordinary course of business;

    


    (d)           except
in the ordinary course of business, incurred or assumed any indebtedness or
liability (whether or not currently due and payable);

    


    (e)           disposed
of any assets except in the ordinary course of business;

    


    (f)           materially
increased the annual level of compensation of any executive
employee;

    


    (g)           increased,
terminated, amended or otherwise modified any plan for the benefit of
employees;

    


    (h)           issued
any equity securities or rights to acquire such equity securities;
or

    


    (i)           except
in the ordinary course of business, entered into or modified any material
contract, agreement or transaction.

    


    2.17           Representations in
Securities Purchase Agreement.   All representations and
warranties of the Corporate Parties (other than Trestle) contained in the
Securities Purchase Agreement are also deemed additional representations and
warranties of MoqiZone Cayman Management Shareholders and MoqiZone Cayman
Stockholders in this Agreement, and Trestle may rely upon such additional
representations and warranties as though they were fully set forth herein at
length.


    
      
         


      

      
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    2.18           Full
Disclosure.  No representation or warranty by the MoqiZone
Cayman Shareholders or MoqiZone Cayman in this Agreement or in any document or
schedule to be delivered by them pursuant hereto, and no written statement,
certificate or instrument furnished or to be furnished by Moqizone Cayman
pursuant hereto or in connection with the negotiation, execution or performance
of this Agreement contains or will contain any untrue statement of a material
fact or omits or will omit to state any fact necessary to make any statement
herein or therein not materially misleading or necessary to a complete and
correct presentation of all material aspects of the business of the MoqiZone
Corporations.

    


    SECTION
3.  REPRESENTATIONS AND WARRANTIES OF TRESTLE

    


    Trestle hereby represents and warrants
to MoqiZone Cayman and the MoqiZone Cayman Shareholders, as
follows:

    


    3.1           Organization and Good
Standing.  Trestle is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware.  Trestle has the corporate power to own its own property and
to carry on its business as now being conducted and is duly qualified to do
business in any jurisdiction where so required except where the failure to so
qualify would have no material negative impact.

    


    3.2           Corporate
Authority.  Trestle has the corporate power to enter into this
Agreement and to perform their respective obligations hereunder.  The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by the Board of
Directors and stockholders of Trestle as required by Delaware
law.  The execution and performance of this Agreement will not
constitute a material breach of any agreement, indenture, mortgage, license or
other instrument or document to which Trestle is a party and will not violate
any judgment, decree, order, writ, rule, statute, or regulation applicable to
Trestle or its properties.  The execution and performance of this
Agreement will not violate or conflict with any provision of the respective
Certificate of Incorporation or by-laws of Trestle.

    


    3.3           Trestle Capitalization;
Authorization of Series B Preferred Stock Certificate of
Designations.

    


    (a)           As
of the date of this Agreement, Trestle is authorized to issue 1,500,000,000
shares of Trestle Common Stock, $0.001 par value per share, and 5,000,000 shares
of preferred stock, $0.001 par value per share, issuable with such rights,
privileges and designations as the board of directors of Trestle may, from time
to time designate (the “Preferred
Stock”).  An aggregate of 143,257,214 shares of Trestle Common
Stock are issued and outstanding, and an aggregate of 816,014 additional shares
of Trestle Common Stock are reserved for issuance pursuant to outstanding
options or warrants.   The Trestle Principal Stockholder is the
record and beneficial owner of 114,605,171 shares of Trestle Common Stock, or
80% of the issued and outstanding Trestle Common Stock.  Upon
consummation of the Trestle Reverse Split, as contemplated by the Securities
Purchase Agreement and this Agreement, there will be an aggregate of 703,794
shares of Trestle Common Stock issued and outstanding and options and warrants
(all of which are “out-of-the money”) to purchase an additional 4,009 shares of
Trestle Common Stock.

    


    (b)           The
Series B Preferred Stock Certificate of Designations (Exhibit E to the
Securities Purchase Agreement) is annexed to this Agreement as Exhibit
A and made a part hereof.  Such Series B Preferred Stock
Certificate of Designations authorizing for issuance the Exchange Shares has
been duly authorized by the board of directors of Trestle and no other consent,
authorization or approval is required to file such Series B Preferred Stock
Certificate of Designations with the Secretary of State of the State
of


    
      
         


      

      
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    Delaware
or issue the Exchange Shares.

    


    (c)           On
or immediately prior to the Closing Date, Trestle shall file the Series B
Preferred Stock Certificate of Designations with the Secretary of State of the
State of Delaware and issue the Exchange Shares.

    


    3.4           Trestle Financial
Statements; Assets and Liabilities.

    


    (a)           The
Form 10KSB/A of Trestle for the fiscal year ended December 31, 2007 includes the
audited balance sheet, statement of operations and statement of cash flows of
Trestle as at December 31, 2007 and for the fiscal year then ended (the “Trestle 2007 Audited Financial
Statements”).  The Form 10QSB of Trestle for the quarter ended
September 30, 2008, includes the unaudited balance sheet, statement of
operations and statement of cash flows of Trestle as at September 30, 2008 and
for the nine months then ended (the “Trestle 2008 Financial
Statements”).  Except as set forth on the Trestle Balance Sheet
as at September 30, 2008 or otherwise disclosed on Schedule 3.4, as at
September 30, 2008 and for all periods subsequent thereto, Trestle has no other
assets and has incurred no other liabilities, debts or obligations, whether
fixed, contingent or otherwise required to be set forth on a balance sheet
prepared in accordance with GAAP.  The books of account and other
financial records of Trestle are in all respects complete and correct in all
material respects and are maintained in accordance with good business and
accounting practices.

    


    (b)           Trestle
has no operating assets or liabilities, and since October 1, 2006 has not
conducted any trade or business activities whatsoever, other than as set forth
on Schedule 3.4
annexed hereto.

    


    3.5           No Material Adverse
Changes.      Since September 30,
2008:

    


    (a)           except
for indebtedness of approximately $___________ that will be outstanding as at
the Closing Date, there has not been any liabilities or other indebtedness
incurred by Trestle;

    


    (b)           there
has not been any material adverse changes in the financial position of Trestle
except changes arising in the ordinary course of business, which changes will in
no event materially and adversely affect the financial position of Trestle, and
will be consistent with the representations made by Trestle
hereunder.

    


    (c)           there
has not been any damage, destruction or loss materially affecting the assets,
prospective business, operations or condition (financial or otherwise) of
Trestle whether or not covered by insurance;

    


    (d)           there
has not been any declaration setting aside or payment of any dividend or
distribution with respect to any redemption or repurchase of Trestle capital
stock;

    


    (e)           there
has not been any sale of an asset (other than in the ordinary course of
business) or any mortgage pledge by Trestle of any properties or assets;
or

    


    (f)           there
has not been adoption or modification of any pension, profit sharing,
retirement, stock bonus, stock option or similar plan or
arrangement.

    


    (g)           there
has not been any loan or advance to any shareholder, officer, director,
employee, consultant, agent or other representative or made any other loan or
advance otherwise than in the ordinary


    
      
         


      

      
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    course of
business;

    


    (h)           there
has not been any increase in the annual level of compensation of any executive
employee of Trestle;

    


    (i)           except
in the ordinary course of business, Trestle has not entered into or modified any
contract, agreement or transaction; and

    


    (j)           Trestle
has not issued any equity securities or rights to acquire equity
securities.

    


    3.6           Taxes.  Trestle
has timely filed all material tax, governmental and/or related forms and reports
(or extensions thereof) due or required to be filed and has paid or made
adequate provisions for all taxes or assessments which have become due as of the
Closing Date, and there are no deficiencies outstanding.

    


    3.7           Compliance with
Laws.  Trestle has complied with all federal, state, county and
local laws, ordinances, regulations, inspections, orders, judgments,
injunctions, awards or decrees applicable to it or its business, which, if not
complied with, would materially and adversely affect the business of Trestle or
the trading market for the Trestle Shares and specifically, and Trestle has
complied with provisions for registration under the Securities Act of 1933 and
all applicable blue sky laws in connection with its public stock offering and
there are no outstanding, pending or threatened stop orders or other actions or
investigations relating thereto.

    


    3.8           Actions and
Proceedings.  Trestle is not a party to any material pending
litigation or, to its knowledge, any governmental proceedings are threatened
against Trestle.

    


    3.9           Periodic
Reports.  Trestle is current in the filing of all forms or
reports with the Securities and Exchange Commission (“SEC”), and has been a
reporting company under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”).  All such reports and statements filed by Trestle
with the SEC since January 1, 2007 (collectively, “SEC Reports”) did not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstance under which they were made, not
misleading.

    


    3.10           Disclosure.  Trestle
has (and at the Closing it will have) disclosed in writing to MoqiZone Cayman
all events, conditions and facts materially affecting the business, financial
conditions or results of operation of Trestle all of which have been set forth
herein.  Trestle has not now and will not have, at the Closing,
withheld disclosure of any such events, conditions, and facts which they have
knowledge of or have reasonable grounds to know may exist.

    


    3.11           Access to
Records.  The corporate financial records, minute books, and
other documents and records of Trestle have been made available to MoqiZone
Cayman prior to the Closing hereof.

    


    3.12           No
Breach.  The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby will
not:

    


    (a)           violate
any provision of the Articles of Incorporation or By-Laws of
Trestle;

    


    (b)           violate,
conflict with or result in the breach of any of the terms of, result in a
material modification of, otherwise give any other contracting party the right
to terminate, or constitute (or with notice or lapse of time or both constitute)
a default under, any contract or other agreement to which


    
      
         


      

      
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    Trestle
is a party or by or to which it or any of its assets or properties may be bound
or subject;

    


    (c)           violate
any order, judgment, injunction, award or decree of any court, arbitrator or
governmental or regulatory body against, or binding upon, Trestle or upon the
securities, properties or business to Trestle; or

    


    (d)           violate
any statute, law or regulation of any jurisdiction applicable to the
transactions contemplated herein.

    


    3.14           Brokers or
Finders.  No cash broker's or finder's fee will be payable by
Trestle in connection with the transactions contemplated by this Agreement, nor
will any such fee be incurred as a result of any actions of
Trestle.

    


    3.15           Authority to Execute and
Perform Agreements.  Trestle has the full legal right and power
and all authority and approval required to enter into, execute and deliver this
Agreement and to perform fully its obligations hereunder.  This
Agreement has been duly executed and delivered and is the valid and binding
obligation of Trestle enforceable in accordance with its terms, except as may be
limited by bankruptcy, moratorium, insolvency or other similar laws generally
affecting the enforcement of creditors' rights.  The execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby and the performance by Trestle of this Agreement, in accordance with its
respective terms and conditions will not:

    


    (a)           require
the approval or consent of any governmental or regulatory body or the approval
or consent of any other person;

    


    (b)           conflict
with or result in any breach or violation of any of the terms and conditions of,
or constitute (or with any notice or lapse of time or both would constitute) a
default under, any order, judgment or decree applicable to Trestle, or any
instrument, contract or other agreement to which Trestle is a party or by or to
which Trestle is bound or subject; or

    


    (c)           result
in the creation of any lien or other encumbrance on the assets or properties of
Trestle.

    


    3.16           Full
Disclosure.  No representation or warranty by Trestle in this
Agreement or in any document or schedule to be delivered by them pursuant
hereto, and no written statement, certificate or instrument furnished or to be
furnished by Trestle pursuant hereto or in connection with the negotiation,
execution or performance of this Agreement contains or will contain any untrue
statement of a material fact or omits or will omit to state any fact necessary
to make any statement herein or therein not materially misleading or necessary
to complete and correct presentation of all material aspects of the business of
Trestle.

    


    SECTION
4.  CONDITIONS PRECEDENT

    


    4.1           Conditions Precedent to the
Obligations of MoqiZone Cayman and the MoqiZone Cayman
Shareholders.   All obligations of MoqiZone Cayman and the
MoqiZone Cayman Shareholders under this Agreement are subject to the
fulfillment, prior to or as of the Closing Date, as indicated below, of each of
the following conditions; any one of which may be waived at Closing by [Lawrence
Cheung] as the representative of the MoqiZone Cayman Shareholders (the “MoqiZone Cayman Shareholders’
Representative):


    
      
         


      

      
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    (a)           The
representations and warranties by or on behalf of Trestle contained in this
Agreement or in any certificate or document delivered pursuant to the provisions
hereof shall be true in all material respects at and as of Closing Date as
though such representations and warranties were made at and as of such
time.

    


    (b)           Trestle
shall have performed and complied in all material respects, with all covenants,
agreements, and conditions set forth in, and shall have executed and delivered
all documents required by this Agreement to be performed or complied with or
executed and delivered by it prior to or at the Closing, including, without
limitation, all of the covenants and agreements of Trestle set forth in Section 5.6 of this
Agreement..

    


    (c)           On
the Closing Date, an executive officer of Trestle shall have delivered to
MoqiZone Cayman a certificate, duly executed by such Person and certifying, that
to the best of such Person’s knowledge and belief, the representations and
warranties of Trestle set forth in this Agreement are true and correct in all
material respects.

    


    (d)           On
or before the Closing, Trestle shall file with the Secretary of State of the
State of Delaware the Trestle Series B Preferred Stock Certificate of
Designations.

    


    (e)           On
the Closing Date, the Trestle Principal Stockholder shall exchange $100,000 of
the principal amount of a note in the aggregate amount of $145,000 owed by
Trestle to such Trestle Principal Stockholder (the “Trestle Note”) for an equal
value $100,000 of Notes and Warrants being sold under the Securities Purchase
Agreement.  The balance of the Trestle Note shall be paid to the
Trestle Principal Stockholder on the Closing Date.

    


    (f)           On
or before the Closing Date, the Trestle Principal Stockholder shall have entered
into the voting agreement with the MoqiZone Cayman Shareholders contemplated by
Section 5.13 of this Agreement.

    


    (g)           The
proceeds from the Minimum Offering, representing an aggregate of not less than
$4,000,000 of gross proceeds from the sale of the MobiZone Hong Kong Notes and
the Trestle Warrants shall have been received in escrow, the Share Exchange
contemplated hereby shall be consummated, and immediately following consummation
of such Share Exchange, the Initial Closing under the Securities Purchase
Agreement shall have occurred and the net proceeds from such Minimum Offering
shall be distributed to the MoqiZone Corporations, all in such manner as the
MoqiZone Cayman Shareholders Representative shall designate.

    


    (h)           At
the Closing, the MoqiZone Cayman Shareholders shall have received an opinion of
Sichenzia Ross LLP dated as of the Closing to the effect that:

    


    (i)           Trestle
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware;

    


    (ii)           This
Agreement has been duly authorized, executed and delivered by Trestle and is a
valid and binding obligation of Trestle enforceable in accordance with its
terms;

    


    (iii)           Trestle,
through its Board of Directors, has taken all corporate action under Delaware
law that is necessary for the performance by Trestle of its obligations under
this Agreement;


    
      
         


      

      
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    (iv)           The
Exchange Shares to be issued pursuant to Section 1.1 hereof have been duly and
validly issued, fully paid and non-assessable;

    


    (v)           Trestle
has the corporate power to execute, deliver the Exchange Shares and perform
under this Agreement;

    


    (vi)           The
authorized capitalization of Trestle as at the Closing Date of the Share
Exchange; and

    


    (vii)           The
Exchange Shares were issued in a non-public offering and exempt private
placement transaction in compliance with all federal and state securities laws,
bearing a restrictive legend, as is more fully set forth herein.

    


    (i)           Trestle
shall have issued the MoqiZone Cayman Shareholders (in such proportions as among
them as are set forth on Schedule A to this Agreement),
stock certificates evidencing all 10,743 shares of Trestle Series B Preferred
Stock comprising the Exchange Shares.

    


    (j)           Trestle
shall have delivered to those of the MoqiZone Cayman Shareholders who shall, as
provided herein, become members of the board of directors and executive officers
of Trestle on and following the Closing Date, the Performance Warrants described
in Section 5.8 hereof.

    


    (k)           Trestle
shall have delivered to the MoqiZone Cayman Shareholders the amended and
restated Trestle Certificate of Incorporation to be filed with the Secretary of
State of the State of Delaware following consummation of the Trestle Reverse
Split, all in form and content satisfactory to the MoqiZone Cayman Shareholders
and their legal counsel.

    


    (l)           Trestle
and its legal counsel shall have approved the Information Statement prepared by
the MoqiZone Corporations and their legal counsel.

    


    (m)           At
the Closing, all of the executive officers and all of the members of the Trestle
Board of Directors shall tender their written resignations and the individuals
who are designated as the members of the management of Trestle and its
subsidiaries in the Memorandum shall become the executive officers and directors
of Trestle.

    


    (n)           At
the Closing, all instruments and documents delivered to MoqiZone Cayman and the
Shareholders pursuant to provisions hereof shall be reasonably satisfactory to
legal counsel for MoqiZone Cayman.

    


    4.2           Conditions Precedent to the
Obligations of Trestle.  All
obligations of Trestle under this Agreement are subject to the fulfillment,
prior to or at Closing, of each of the following conditions (any one of which
may be waived at Closing by Trestle):

    


    (a)           The
representations and warranties by MoqiZone Cayman and the MoqiZone Cayman
Shareholders contained in this Agreement or in any certificate or document
delivered pursuant to the provisions hereof shall be true in all material
respects at and as of the Closing as though such representations and warranties
were made at and as of such time;

    


    (b)           MoqiZone
Cayman and the MoqiZone Cayman Shareholders shall have performed
and


    
      
         


      

      
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    complied
with, in all material respects, with all covenants, agreements, and conditions
set forth in, and shall have executed and delivered all documents required by
this Agreement to be performed or complied or executed and delivered by them
prior to or at the Closing;

    


    (c)           On
or before the Closing Date, MoqiZone Cayman and the MoqiZone Cayman Shareholders
shall have caused to have been delivered to Trestle the balance sheets of the
MoqiZone Corporations as at December 31, 2007 and December 31, 2008 and the
related statement of operations and statements of cash flows of the MoqiZone
Corporations for each of the two (2) fiscal years ended December 31, 2008,
together with the notes thereto, as audited by an independent auditor qualified
under the Public Company Accounting Oversight Board that are acceptable to
Trestle (the “Required
Financial Statements”) which Required Financial Statements shall have
been audited in accordance with Regulation S-X, as promulgated under the
Securities and Exchange Act of 1934, as amended.

    


    (d)           On
the Closing Date, the MoqiZone Cayman Principal Executive Officer shall have
delivered to Trestle a certificate, duly executed by such Person and certifying,
that to the best of such Person’s knowledge and belief, the representations and
warranties of MoqiZone Cayman set forth in this Agreement are true and correct
in all material respects.

    


    (e)           All
MoqiZone Cayman Shareholders receiving Exchange Shares shall deliver to Trestle
a letter commonly known as an "Investment Letter," or investment representations
acknowledging that the Exchange Shares are being acquired for investment
purposes.

    


    (f)           All
MoqiZone Cayman Shareholders shall deliver to Trestle a “lockup agreement” in
form and content set forth on Exhibit B
to this Agreement (the “Lock-Up
Agreement”).

    


    (g)           Certain
of the MoqiZone Cayman Shareholders who are members of the Board of Directors
and executive officers of Trestle following the Closing Date shall deliver to
Leser Hunter Taubman and Taubman, Esq. (the “Escrow Agent”), stock
certificates evidencing an aggregate of 900 shares of Series B Preferred Stock,
convertible into 900,000 shares of Common Stock (the “Make-Good Shares”), which
Make-Good Shares shall be held pursuant to the terms of Section 5.7 of this
Agreement.

    


    (h)           Trestle
shall have received legal or other assurances reasonably satisfactory to it that
the key executive employees of the MoqiZone Corporations shall have elected to
continue their employment with MoqiZone Cayman and Trestle subsequent to the
Closing Date of the Share Exchange.

    


    (i)           $45,000
of the Trestle Note shall be repaid on the Closing Date.

    


    (j)           At
the Closing, all instruments and documents delivered to Trestle and the Trestle
Principal Stockholder pursuant to provisions hereof shall be reasonably
satisfactory to legal counsel for Trestle and the Trestle Principal
Stockholder.


    
      
         


      

      
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    SECTION
5.  COVENANTS AND AGREEMENTS OF THE PARTIES

    


    5.1           Corporate Examinations and
Investigations.  Prior to the Closing Date, the parties
acknowledge that they have been entitled, through their employees and
representatives, to make such investigation of the assets, properties, business
and operations, books, records and financial condition of the other as they each
may reasonably require.  No investigations, by a party hereto shall,
however, diminish or waive any of the representations, warranties, covenants or
agreements of the party under this Agreement.

    


    5.2           Further
Assurances.  The parties shall execute such documents and other
papers and take such further actions as may be reasonably required or desirable
to carry out the provisions hereof and the transactions contemplated
hereby.  Each such party shall use its best efforts to fulfill or
obtain the fulfillment of the conditions to the Closing, including, without
limitation, the execution and delivery of any documents or other papers, the
execution and delivery of which are necessary or appropriate to the
Closing.

    


    5.3           Confidentiality.  In
the event the transactions contemplated by this Agreement are not consummated,
Trestle, the MoqiZone Cayman Shareholders and the MoqiZone Cayman
Principal Executive Officer agree to keep confidential any information disclosed
to each other in connection therewith for a period of three (3) years from the
date hereof; provided, however, such obligation shall not apply to information
which:

    


    
      	
               
      

            	
              (i)

            	
              at
      the time of the disclosure was public
knowledge;

            


    

    


    
      	
              (ii)  

            	
              is
      required to be disclosed publicly pursuant to any applicable federal or
      state securities laws;

            


    

    


    
      	
              (iii)  

            	
              after
      the time of disclosure becomes public knowledge (except due to the action
      of the receiving party);

            


    

    


    
      	
               
      

            	
              (iv)

            	
              the
      receiving party had within its possession at the time of disclosure;
      or

            


    

    


    (v)           is
ordered disclosed by a Court of proper jurisdiction.

    


    5.4           Stock
Certificates.  At the Closing, the MoqiZone Cayman Shareholders
shall have delivered the certificates representing the MoqiZone Cayman Shares
duly endorsed (or with executed stock powers) so as to make Trestle the sole
owner thereof.  At such Closing, Trestle shall issue to the MoqiZone
Cayman Shareholders the Exchange Shares.

    


    5.5           Investment Letters and
Lock-Up Agreements.  The MoqiZone Cayman Shareholders receiving
Exchange Shares shall have delivered to Trestle (a) an "Investment Letter"
agreeing that the shares are being acquired for investment purposes only and not
with the view to public resale or distribution, and (b) the Lock-Up
Agreement.

    


    5.6 Trestle Information
Statement; Trestle Certificate of Incorporation; Exchange of Notes; and
Pro-Forma Capitalization.

    


    (a)           Promptly
following the earlier of completion of the $8,000,000 Maximum Offering (subject
to increase of such Maximum Offering to $10,000,00) or expiration of the
Offering Period, Trestle will file the Information Statement, in preliminary
form under the Securities Exchange Act of


    
      
         


      

      
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    1934, as
amended.  Trestle will promptly respond to any and all comments from
the SEC.  Within three (3) business days following notification from
the SEC that there are no further comments to the Information Statement, Trestle
will mail the definitive Information Statement to all stockholders of record of
Trestle.

    


    (b)           Within
three (3) business days following the expiration of the requisite 20 day period
after mailing of such Information Statement to the Trestle stockholders, Trestle
will file with the Secretary of State of the State of Delaware the Trestle
Certificate of Incorporation which shall, among other things:

    


    (i)           authorize
for issuance 100,000,000 shares of Trestle Common Stock, $0.001 par value per
share, and 10,000,000 shares of Trestle preferred stock (including the Series B
Preferred Stock), containing such rights, preferences and designations as the
board of directors of Trestle may, from time to time designate,

     

    (ii)           effect
a one-for-203.55 reverse stock split to reduce the 143,257,214 outstanding
shares of Trestle Common Stock to approximately 703,794 shares of Trestle Common
Stock (the “Trestle Reverse
Split”);

     

    (iii)           provide
for indemnification of the executive officers and directors of Trestle and the
MoqiZone Corporations, to the fullest extent permitted by Delaware corporate
law; and

     

    (iv)           change
the corporate name of Trestle to MoqiZone Holding
Corporation.

     

    (c)           Upon
consummation of the Trestle Reverse Split and the filing of the Trestle
Certificate of Incorporation as aforesaid, all of the Exchange Shares shall,
pursuant to the Series B Preferred Stock Certificate of Designations
automatically convert into 10,743,000 shares of Trestle Common Stock, or such
other number of shares of Trestle Common Stock as shall represent 95% of the
Trestle Fully-Diluted Common Stock.

    


    (d)           Not
later than one (i) business day following the conversion of the Series B
Preferred Stock into Trestle Common Stock, as contemplated by Section 5.6(c) above,
Trestle shall file with the Secretary of State of the State of Delaware the
Trestle Series A Preferred Stock Certificate of Designations (Exhibit
D to the Securities Purchase Agreement).   Not later than
ten (10) days following the aforesaid filing of the Trestle Series A Preferred
Stock Certificate of Designations, all of the issued and outstanding MobiZone
Hong Kong Notes will automatically by their terms be deemed cancelled, all
interest accrued thereon (at the rate of 8% per annum) from the date of issuance
to the date of cancellation will be paid in cash to the holders of the MobiZone
Hong Kong Notes, and each $1,000 principal amount of cancelled MobiZone Hong
Kong Note will be exchanged for one share of Series A Preferred
Stock.  The Series A Preferred Stock shall have the rights, privileges
and designations set forth in the Series A Preferred Stock Certificate of
Designations.  It is contemplated that if all 800 Units of securities
offered pursuant to the Memorandum are sold by the expiration of the Offering
Period, a total of 8,000 shares of Series A Preferred Stock shall be issued
which shall initially be convertible into an aggregate of 4,444,444 shares of
Trestle Common Stock, subject to anti-dilution and other adjustments provided
for the in the Securities Purchase Agreement and the Series A Preferred Stock
Certificate of Designations (the “Series A Conversion
Shares”).

    


    (e)           As
a result of the consummation of all of the transactions consummated at and
following the Closing Date, as contemplated by this Section 5.6, (assuming all
$8,000,000 of Units are sold in the


    
      
         


      

      
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    Offering
prior and following the Closing Date), the approximate maximum aggregate number
of shares of issued and outstanding Trestle Common Stock after giving effect to
such transactions and on a fully-diluted basis, shall be owned or held by the
following stockholder groups:

    


    Stockholder
Group                                                                           Percentage                                      No.
of Fully-Diluted

                 Trestle Common
Shares

    MoqiZone
Cayman
Shareholders                                                      48.6%                                             10,743,000
shares

    Other
Trestle stockholders, including the
public                              2.7%                                                   703,794
shares

    Holders
of $8,000,000 of
Notes                                                           17.4%                                               4,444,444
shares

    Holders
of Trestle Class A and Class B
Warrants                           17.4%                                               4,444,444
shares

    TriPoint
Global Equities LLC Placement

    Agent
Warrants                                                                                    3.4%                                                  888,888  shares

    Performance
Warrants to Management

    Shareholders                                                                                     3.5%                                                   900,000
shares

    Total:                                                                                     100.0%                                              22,124,570
shares

    


    5.8           Escrow of Make-Good
Shares.

    


    (a)           On
the Closing Date, all of the Management Shareholders will deposit in escrow with
Leser Hunter Taubman & Taubman (the “Escrow Agent”) an aggregate of
(a) 900 shares of the Series B Preferred Stock and (b) upon the automatic
conversion of such Series B Preferred Stock, the 900,000 shares of Trestle
Common Stock into which such share of Series B Preferred Stock shall convert
(the “Make-Good Shares”).  The
Make-Good Shares will be delivered by the Management Stockholders pro-rata,
based upon the amount by which the number of Exchange Shares issued to each
Management Shareholder bears to the aggregate number of Exchange Shares issued
to all Management Shareholders, as set forth on Schedule A to this
Agreement.

    


    (b)           If
MobiZone Hong Kong shall have received from the Investors in the Offering the
sum of at least six million dollars ($6,000,000) then all of the Make-Good
Shares will be redelivered to the Management Shareholders only in the event that
the MoqiZone Corporations achieve at least $19,171,000 in reported revenues (the
“Target Revenue”) over
the twelve consecutive months commencing April 1, 2009 and ending March 31, 2010
(the “Measuring
Period”).  In the event that less than the Target Revenue is
realized during the twelve month Measuring Period, a pro-rata portion of the
Make-Good Shares shall be distributed by the Escrow Agent to the holders of the
Notes or Series A Preferred Stock sold in the Offering, at the rate of and based
upon 0.2347 Make-Good Shares for each USD $1.00 that the actual revenues
achieved by the end of the Measuring Period shall be less than the Target
Revenue, or 45,000 Performance Shares for each 1% of $19,171,000 ($191,710) by
which the actual revenues shall be less than the Target Revenue.

    


    (c)           If
MobiZone Hong Kong shall have received from the Investors in the Offering the
sum of less than six million dollars ($6,000,000), then all of the Make-Good
Shares will be redelivered to the Management Shareholders only in the event that
the MoqiZone Corporations achieve at least $10,450,000 in reported revenues (the
“Lower Target Revenue”)
over the twelve consecutive months commencing April 1, 2009 and ending March 31,
2010 (the “Measuring
Period”).  In the event that less than the Lower Target Revenue
is realized during the twelve month Measuring Period, a pro-rata portion of the
Make-Good Shares shall be distributed by the Escrow Agent to the holders of the
Notes or Series A Preferred Stock sold in the Offering, at the rate of and based
upon 0.4306 Make-Good Shares for each USD $1.00 that the actual revenues
achieved by the end of the Measuring Period shall be less than
the


    
      
         


      

      
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    Lower
Target Revenue, or 45,000 Performance Shares for each 1% of $10,450,000
($104,500) by which the actual revenues shall be less than the Lower Target
Revenue.

    


    (d)           Any
Make-Good Shares distributable to the holders of the Notes or Series A Preferred
Stock from the escrow will be delivered by the Escrow Agent within ten business
days after the final calculations with respect to the distribution of the Make
Good Shares are made, and will be distributed to holders of the Notes or Series
A Preferred Stock on a pro-rata basis by which the principal amount of Notes
originally purchased by each holder in the Offering bears to the total principal
amount of Notes sold in the Offering to all Unit holders.

    


    (e)           Any
Make-Good Shares not distributed to holders of Notes or Series A Preferred Stock
holders will be returned by the Escrow Agent to the Management Shareholders at
the same time as any such Make-Good Shares are distributed to holders of Notes
or Series A Preferred Stock or as soon as practicable thereafter.

    


    (f)           On
the Closing Date, the Management Shareholders and the Escrow Agent shall enter
into an escrow agreement on terms and conditions reasonably satisfactory to the
parties thereto.

    


    5.9           Boards of
Directors.  At the Closing Date of the Share Exchange, subject
only to the expiration of the applicable waiting period following the filing of
Form 14f-1 under the 34 Act, the initial Board of Directors of each of Trestle
and the MoqiZone Corporations shall initially consist of a minimum of three (3)
and a maximum of five (5) persons, all of whom shall be Persons designated by
the MoqiZone Cayman Shareholders.  In addition, as soon as practicable
following the Closing Date, two (2) additional persons acceptable to the
MoqiZone Cayman Shareholders shall be added as independent directors (as defined
in the Sarbanes Oxley Act of 2002 or rules of the stock exchange on which
Trestle trades, including a financial expert).  The initial Board of
Directors of Trestle shall be the individuals set forth in the
Memorandum.

    


    5.10           Performance
Warrants.  In the event that 120% of the consolidated audited
net income of Trestle and its consolidated subsidiaries 24 months after the
Closing of the Offering shall equal or exceed $21,560,000, the Management
Shareholders shall be issued three year warrants to purchase up to 900,000
additional shares of Trestle Common Stock, exercisable at $1.80 per share (the
“Performance
Warrants”).  The terms and conditions of such Performance
Warrants shall (except for the exercise price) be substantially identical to the
Class B Warrants.

    


    5.11           Required Audits and Form 8-K
Report.  By not later than the Closing Date, the MoqiZone
Cayman Shareholders shall have caused to have been delivered to Trestle (a) the
Required Financial Statements referred to in Section 4.2(c) above, and (b) a
definitive final draft of a Current Report on Form 8-K to include the Required
Audits and all appropriate disclosures of the business, management, risk
factors, capitalization and principal security holders of Trestle and its
MoqiZone Corporations subsidiaries (after giving effect to the Share Exchange),
as shall be required under the Securities Exchange Act of 1934, as amended (the
“Form 8-K
Report”).  Trestle shall cause the Current Report on Form 8-K
to be filed with the SEC not later than four (4) Business Days after the Closing
Date.  In connection with the foregoing, Trestle shall assist and
cooperate with MoqiZone Cayman in complying with the covenants set forth in this
Section 5.11.

    


    5.12           Lock-up
Agreements.                                           On
the Closing Date of the Share Exchange, each of the MoqiZone Cayman Shareholders
and the Trestle Principal Stockholder shall execute and deliver to Trestle the
Lock-Up Agreements.


    
      
         


      

      
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    5.13           Stock Incentive
Plan.   Following consummation of all of the transactions
contemplated by Section 5.6 above, the board of directors of Trestle shall form
a compensation committee of the board of directors which shall propose an
incentive stock option or share purchase plan for key employees, directors,
consultants and others providing services to Trestle and the MoqiZone
Corporations, pursuant to which up to 1,500,000 shares of Trestle Common Stock
shall be authorized for issuance upon such terms and conditions as shall be
recommended by the compensation committee and approved by a majority of the
members of the board of directors (the “Stock Incentive
Plan”).  Such Stock Incentive Plan shall thereafter be
submitted to the Trestle stockholders for approval.

    


    5.14           Indemnification of Officers
and Directors.       It is the
intention of the Parties that Trestle and the MoqiZone Corporations shall
indemnify its officers and directors to the fullest extent permitted by Delaware
law, as applicable.  In such connection, the Parties agree not to
amend the certificates of incorporation, articles or memoranda of organization
or by-laws of Trestle or the MoqiZone Corporations if such amendment shall have
the effect of reducing, terminating or otherwise adversely affecting the
indemnification rights and privileges applicable to officers and directors of
each of Trestle and the MoqiZone Corporations, as the same are set forth in the
Trestle Certificate of Incorporation referred to in Section 5.6(b)
above.

    


    5.15           Voting
Agreement.   On the Closing Date, those MoqiZone Cayman
Shareholders who are not Management Shareholders and the Trestle Principal
Stockholder will enter into a voting agreement with the Management Shareholders,
pursuant to which each MoqiZone Cayman Shareholder who is not a Management
Shareholder and the Trestle Principal Stockholder shall agree that for so long
as such person(s) own of record any shares of Series B Preferred Stock or Common
Stock, they will vote such shares at any regular or special meeting of Trestle
stockholders or in connection with any written consents required of Trestle
stockholders in the same manner as those Management Shareholders owning a
majority of all Trestle voting securities held by the Management Shareholders as
a group (the “Majority
Management Shareholders”) vote their shares of Trestle Series B Preferred
Stock or Trestle Common Stock, as the case may be.  Such voting
agreement will be binding upon any transferee of such Trestle voting securities
in a private transaction, but will terminate as to any shares of Trestle Common
Stock that are publicly sold by a MoqiZone Cayman Shareholder who is not a
Management Shareholder or the Trestle Principal Stockholder or their transferees
pursuant to an effective registration statement or in connection with a Rule 144
brokers’ transaction.

    


    5.16           Voting for
Transactions.    By their execution and delivery of
this Agreement, each of the Trestle Principal Stockholder and the MoqiZone
Cayman Shareholders does hereby:

    


    (a) consent to, and

    


    (b) if a regular or special meeting of
stockholders of Trestle shall be called or otherwise legally required, covenants
and agrees to vote all of their shares of Trestle Class B Preferred Stock and/or
Trestle Common Stock IN
FAVOR of,

    


    the
Trestle Reverse Split and all of the other transactions contemplated by this
Agreement and the Securities Purchase Agreement.

    


    5.17           Expenses.                      It
is understood and agreed that following the execution of this Agreement, any and
all expenses with respect to any filings, documentation and related matters with
respect to the consummation of the transactions contemplated hereby shall be the
sole responsibility of MoqiZone

    Cayman,
and neither Trestle nor the Trestle Principal Stockholders shall be responsible
for any such expenses or fees associated with such filings; provided,
however, that the fees of legal counsel for Trestle shall be borne by
Trestle.  Each of Trestle and the Trestle Selling Stockholders shall
fully cooperate and execute all required documents as indicated.

    


    5.17           Registration
Rights.                                           As
soon as practicable (but not later than 30 days) following consummation of the
transactions contemplated by Section 5.6 of this Agreement, the MoqiZone Cayman
Shareholders shall cause Trestle to file a registration statement with the
Securities and Exchange Commission, to register for resale. all of the
Conversion Shares and all of the Warrant Shares constituting Registrable
Securities under the Registration Rights Agreement (Exhibit G to the Securities
Purchase Agreement).

    


    5.18           Specific
Performance.

    


    (a)           Each
of the Parties hereto acknowledge and agree that the Offering and the sale of
the Notes and Warrants described in the Memorandum and the Securities Purchase
Agreement was predicated upon the consummation of the transactions contemplated
by this Agreement and that the holders of the Notes and Warrants will have
purchased such securities in reliance upon the fact that the the covenants and
agreements set forth in Section 5.6 and elsewhere in the Securities Purchase
Agreement would be achieved by not later than August 31, 2009.

    


    (b)           Accordingly,
each of MoqiZone Cayman and the MoqiZone Cayman Shareholders, on the one hand
(the “MoqiZone Parties”)
and Trestle and the Trestle Principal Stockholder, on the other hand (the “Trestle Parties”) do hereby
acknowledge and agree that, absent only a material breach by the MoqiZone
Parties or the Trestle Parties of their respective representations and warrants
or the default or failure on the part of either of such Parties to perform any
of their respective material covenants and agreements contained herein, the
non-breaching or non-defaulting Parties would have no adequate remedy at
law.  Accordingly, each of the MoqiZone Parties and the Trestle
Parties do hereby agree that, in addition to any other remedies available to the
such Parties at law or in equity, the non-breaching or non-defaulting Parties or
their legal representative may seek and obtain from any federal or state court
of competent jurisdiction in New York County, New York, specific performance of
this Agreement.

    


    SECTION
6.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES

    


    All such representations, warranties,
covenants and agreements shall survive the execution and delivery hereof and the
closing hereunder for eighteen (18) months following the Closing.

    


    SECTION
7. INDEMNIFICATION; DISPUTE RESOLUTION; NON-COMPETITION.

    


    7.1           Indemnification by MoqiZone
Cayman Shareholders.

    


    (a)           From
and after the Closing, the MoqiZone Cayman Shareholders shall indemnify and hold
harmless Trestle, their respective security holders, directors, officers and
employees, and the MoqiZone Corporations (collectively, the “Trestle Parties”) from and
against any and all direct Damages finally awarded arising out of, resulting
from or in any way related to:

    


    (i)           a
breach by MoqiZone Cayman or the MoqiZone Cayman Shareholders of their
representations and warranties contained herein, or


    
      
         


      

      
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    (ii)           the
failure to perform or satisfy, when due, any of the covenants and agreements
made by MoqiZone Cayman and the MoqiZone Cayman Shareholders in this Agreement
or in any other document or certificate delivered by MoqiZone Cayman or the
MoqiZone Cayman Shareholders at the Closing pursuant hereto.

    


    (b)           Notwithstanding
the foregoing, the indemnification obligations of MoqiZone Cayman and the
MoqiZone Cayman Shareholders under Section 7.1(a)(i) above shall (i) as to each
individual MoqiZone Cayman Shareholder be limited to the extent by which their
respective ownership of MoqiZone Cayman Shares immediately prior to the Closing
bears to each other, (ii) only arise if a claim for Damages shall be made in
writing by one or more Trestle Parties to MoqiZone Cayman or the MoqiZone Cayman
Shareholders by December 31, 2009, (iii) only be applicable to Damages incurred
by Trestle Parties in excess of $150,000 (the “Indemnity Floor”),
and (iv) not be applicable to Damages incurred by Trestle Parties which shall be
in excess of $8.0 million (the “Indemnity
Cap”).  There shall be no Indemnity Cap with respect to the
matters contemplated by Section 7.1(a)(ii) above, and such indemnity obligations
shall survive indefinitely.

    


    (c)           The
MoqiZone Cayman Shareholders may pay any indemnification amounts for which they
may be liable under this Agreement, either in cash, or at the option of such
MoqiZone Cayman Shareholder(s), by returning to the treasury of Trestle any of
their shares of Series B Preferred Stock (valued at $1,000 per share) or any of
their shares of Trestle Common Stock (valued at their then market value per
share for such purposes).  Any payment made to any of Trestle Parties
by the MoqiZone Cayman Shareholders pursuant to the indemnification obligations
under this Section 7.1 shall constitute a reduction in value of the Share
Exchange paid pursuant to this Agreement.

    


    (d)           In
the event that any claim for Damages shall be asserted against any of Trestle
Parties for which the MoqiZone Cayman Shareholders is liable to indemnify
against pursuant to this Section 7.1, the MoqiZone Cayman Shareholders shall
have the sole right to conduct, at their expense, the defense of any and all
such claims with counsel of his choosing, and shall have the sole right to
effect any financial settlement of any such claims for Damages; provided,
however, that if any such settlement would result in any injunction or
restrictions on the Business or any other activities of any of Trestle Parties,
or otherwise require any of Trestle Parties to pay any ongoing royalties or
other payments to any Person, no such settlement may be effected by the MoqiZone
Cayman Shareholders without the prior written consent of the affected holders of
a majority in interest of the Series A Preferred Stock.

    


    7.2           Indemnification by
Trestle.

    


    From and after the Closing, Trestle
shall indemnify and hold harmless the MoqiZone Cayman Shareholders and their
Affiliates from and against any and all direct Damages finally awarded arising
out of, resulting from or in any way related to:

    


    (a)           a
breach by Trestle of its representations and warranties contained herein,
or

    


    (b)           the
failure to perform or satisfy, when due, any of the covenants and agreements
made by Trestle in this Agreement or in any other document or certificate
delivered by Trestle at the Closing pursuant hereto.

    


    (c)           In
the event that any claim for Damages shall be asserted against any of the
MoqiZone Cayman Shareholders or their Affiliates for which Trestle is liable to
indemnify against pursuant to this


    
      
         


      

      
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    Section
7.2, Trestle shall have the sole right to conduct, at its or their expense, the
defense of any and all such claims with counsel of their choosing, and shall
have the sole right to effect any financial settlement of any such claims for
Damages; provided,
however, that if any such settlement would result in any injunction or
restrictions on the MoqiZone Corporations or their Affiliates, or otherwise
require the MoqiZone Corporations or their Affiliates to pay any ongoing
royalties or other payments to any Person, no such settlement may be effected by
Trestle without the prior written consent of the MoqiZone Cayman Shareholders
and the affected holders of a majority in interest of the Series A Preferred
Stock.

    


    7.3           Resolution of
Disputes.      Except as otherwise provided
in Section 5.18 above or in Section 7.4 below, any dispute arising under this
Agreement which cannot be resolved among the Parties shall be submitted to final
and binding arbitration in accordance with the then prevailing rules and
regulations of the American Arbitration Association (the “AAA”), located in New York,
New York.  There shall be three arbitrators, one selected by the
claimant, one selected by the respondent and the third arbitrator selected by
the AAA.  The decision and award of the arbitrators shall be final and
binding upon all Parties and may be enforced in any federal or state court of
competent jurisdiction.   Service of process on any one or more
Parties in connection with any such arbitration may be made by registered or
certified mail, return receipt requested or by email or facsimile
transmission.

    


    7.4           Non-Competition,
Non-Solicitation and Non-Disclosure.

    


    (a)           General.  In
order to induce Trestle to enter into this Agreement and to consummate the
transactions contemplated hereby, each of the Management Shareholders hereby
acknowledges that he or it is a beneficiary of the Trestle shares of Common
Stock and Series B Preferred Stock, and the Management Shareholders hereby
jointly and severally covenants and agrees as follows:

    


    (i)           Neither
the Management Shareholders, nor any of their Affiliates (the “Management Shareholders
Group”) shall for a period of five (5) years from and after the Closing
Date,: (A) directly or indirectly acquire or own in any manner any interest in
any person, firm, partnership, corporation, association or other entity which
engages or plans to engage in providing digital entertainment and the delivery
of digital entertainment via last mile connectivity to Internet cafés in the
People’s Republic of China (the “Business”); (B) be employed by
or serve as an employee, agent, officer, director of, or as a consultant to, any
person, firm, partnership, corporation, association or other entity which
competes or plans to compete in any way with the Business; (C) utilize his or
its special knowledge of the Business and her or his relationships with
customers, suppliers and others to compete with the Business; provided,
however, that nothing herein shall be deemed to prevent any one or more
member of the Management Shareholders Group from acquiring through open market
purchases or otherwise and owning, solely as a passive investment, less than
five (5%) percent in the aggregate, as to all
members of the of Management Shareholders Group, the equity securities of any
class of any corporation or other entity engaged in the Business and doing
business in the People’s Republic of China, so long as such member of the
Management Shareholders Group is not an officer, director, employee of or
consultant to such corporation or entity, or a member of any “control group”
(within the meaning of the rules and regulations of the United States Securities
and Exchange Commission) of any such corporation or entity.

    


    The
Management Shareholders Group acknowledges and agrees that the covenants
provided for in this Section 7.4(a) are reasonable and necessary in terms of
time, area and line of business to protect MoqiZone Corpoarations’ good will and
trade secrets.  The Management Shareholders Group further acknowledges
and agrees that such covenants are reasonable and necessary in terms of time,
area and line


    
      
         


      

      
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    of
business to protect the legitimate business interests of each of Trestle and the
MoqiZone Corporations, which include their interests in protecting their (x)
valuable confidential business information, (y) intellectual property, (z) the
PLA Authorization, (aa) relations with providers of digital internet games, and
(bb) goodwill associated with the ongoing Business.  The Management
Shareholders Group expressly authorizes the enforcement of the covenants
provided for in this Section 7.4(a) by (A) Trestle, (B) MoqiZone Corporations,
and (C) any holders of Notes or shares of Series A Preferred Stock of
Trestle.  To the extent that the covenants provided for in this
Section 7.4(a) may later be deemed by a court to be too broad to be enforced
with respect to its duration or with respect to any particular activity or
geographic area, the court making such determination shall have the power to
reduce the duration or scope of the provision, and to add or delete specific
words or phrases to or from the provision.  The provision as modified
shall then be enforced.

    


    (ii)           The
Management Shareholders Group shall not for a period of five (5) years from the
Closing Date, directly or indirectly, for themselves or for any other person,
firm, corporation, partnership, association or other entity (including the
Management Shareholders Group), (i) attempt to employ or enter into any
contractual arrangement with any employee or former employee of the Business,
unless such employee or former employee has not been employed by the Business
for a period in excess of nine months, and/or (ii) call on or solicit any of the
actual or targeted prospective customers or clients of the Business, nor shall
the Management Shareholders Group make known the names and addresses of such
customers or any information relating in any manner to the Management
Shareholders Group’s trade or business relationships with such
customers.

    


    (iii)           The
Management Shareholders Group shall not at any time (except internally among the
the Management Shareholders Group) divulge, communicate, use to the detriment of
Trestle or the MoqiZone Corporations, or for the benefit of any other Person or
Persons, or misuse in any way, any Confidential Information pertaining to the
Business.  Any confidential information or data now known or hereafter
acquired by the Management Shareholders Group with respect to the Business shall
be deemed a valuable, special and unique asset of Trestle and the MoqiZone
Corporations and is received by the Management Shareholders Group in confidence
and as a fiduciary, and the Management Shareholders Group shall remain a
fiduciary to Trestle and the MoqiZone Corporations with respect to all of such
information.

    


    (b)           Injunction.  It
is recognized and hereby acknowledged by the parties hereto that a breach or
violation by the Management Shareholders Group of any or all of the covenants
and agreements contained in this Section 7.4 may cause irreparable harm and
damage to Trestle and the MoqiZone Corporations in a monetary amount which may
be virtually impossible to ascertain.  As a result, the Management
Shareholders Group recognizes and hereby acknowledges that Trestle and/or the
MoqiZone Corporations or any holders of Notes or Series A preferred Stock acting
on behalf of Trestle or the MoqiZone Corporations shall be entitled to an
injunction from any court of competent jurisdiction enjoining and restraining
any breach or violation of any or all of the covenants and agreements contained
in this Section 7.4 by the Management Shareholders Group and/or their
associates, Affiliates, partners or agents, either directly or indirectly, and
that such right to injunction shall be cumulative and in addition to whatever
other rights or remedies Trestle or the MoqiZone Corporations may possess
hereunder, at law or in equity.


    
      
         


      

      
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    SECTION
8.  MISCELLANEOUS

    


    8.1           Waivers.  The
waiver of a breach of this Agreement or the failure of any party hereto to
exercise any right under this Agreement shall in no way constitute waiver as to
future breach whether similar or dissimilar in nature or as to the exercise of
any further right under this Agreement.

    


    8.2           Amendment.  This
Agreement may be amended or modified only by an instrument of equal formality
signed by the parties or the duly authorized representatives of the respective
parties.

    


    8.3           Assignment.  This
Agreement is not assignable except by operation of law.

    


    8.4           Notice.  Until
otherwise specified in writing, the mailing addresses and fax numbers of the
parties of this Agreement shall be as follows:

    


    
      	
               
      

            	
              To:
      Trestle
      and the Trestle Principal
Stockholder:

            


    

    


     

     

    
 

    with a
copy
to:                                           Sichenzia
Ross Friedman Ference LLP

    61 Broadway

    New York,
New York  10006

    Attn: Marc Ross, Partner

    (212) 930-9700

    mross@srff.com

    


    To: MoqiZone
Cayman and the MoqiZone Cayman Shareholders:

    


    MoqiZone Holdings Limited

    _________________________

    __________________________

    


    Attn:  Lawrence Cheung,
President and CEO

    (___) ____-_____

    email:  ___________________________

    


    cc:                      Stephen
A. Weiss, Esq.

    Hodgson Russ, LLP

    1540 Broadway,

    24th
Floor

    New York, NY 10036

    (212) 751-4300

    email:  sweiss@hodgsonruss.com

    


    Any
notices required or permitted to be given under the terms hereof shall be (i)
sent by certified or


    
      
         


      

      
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26 -

        
          

        

      

      
         


      

    


    registered
mail (return receipt requested) or delivered personally, by nationally
recognized overnight carries or by confirmed facsimile transmission, and shall
be effective five days after being placed in the mail, if mailed, or upon
receipt or refusal of receipt, if delivered personally or by nationally
recognized overnight carrier or confirmed facsimile transmission, in each case
addressed to a party or (ii) upon hand delivery by telex (with correct answer
back received), telecopy, e-mail or facsimile (if delivered on a business day
during normal business hours where such notice is to be received), or the first
business day following such delivery (if delivered other than on a business day
during normal business hours where such notice is to be received and shall be
deemed to have been given if sent by registered mail addressed to the other
party at the address indicated above or at such other address which shall have
been furnished in writing to the addressor.

    


    8.5           Legal Representation and
Waiver of Conflicts.   By their execution of this
Agreement, each of the Parties do hereby acknowledge that (a) Hodgson Russ LLP
has acted as United States counsel to the MoqiZone Corporations and the MoqiZone
Cayman Stockholders in connection with the Offering and preparation of the
Memorandum, this Agreement, the Exhibits hereto and the Transactions
contemplated hereby and thereby, but does not represent any of the other Parties
or any of their Affiliates in connection with of the Memorandum, the Offering,
this Agreement, the Exhibits hereto or any of the Transactions contemplated
hereby or thereby; (b) Hodgson Russ LLP was introduced to the MoqiZone
Corporations and the MoqiZone Cayman Stockholders by TriPoint Capital Advisors
LLC (“TriPoint”) and its
Affiliate TriPoint Global Equities, LLC, the Placement Agent in the Offering;
and (c) Hodgson Russ LLP has represented and may hereafter represent as legal
counsel TriPoint and the Placement Agent in other transactions, unrelated to the
Transactions contemplated hereby.  By their execution of this
Agreement, each of the Parties do hereby waive any actual or perceived
conflict(s) of interest in connection with the prior, existing and any future
business relationships between Hodgson Russ LLP, TriPoint and the Affiliates of
TriPoint.  The Parties further acknowledge that (a) TriPoint Capital
Advisors LLC and the Placement Agent have been independently represented by
Leser Hunter Taubman & Taubman, that such law firm is the escrow agent for
the Make-Good Shares, and that Louis Taubman, Esq. a member of such law firm is
a principal equity owner of TriPoint and the Placement Agent.  The
Parties further acknowledge that the MoqiZone Corporations and the MoqiZone
Cayman Stockholders have been separately represented as to matters involving the
laws of the People’s Republic of China by the Hun Kun Law Offices, Beijing,
China.  The Hun Kun Law Offices was introduced to the MoqiZone
Corporations and the MoqiZone Cayman Shareholders by Louis Taubman and such law
firm has had and will continue to have business dealings with TriPoint and the
Affiliates of TriPoint in matters unrelated to the transactions contemplated by
this Agreement and the Securities Purchase Agreement.  Trestle and the
Trestle Principal Stockholder have been independently represented by Sichenzia
Ross Friedman Ference LLP in connection with this Agreement, the
Memorandum, the Exhibits hereto and thereto and the Transactions contemplated
hereby and thereby.  The law firm of Sichenzia Ross
Friedman Ference LLP has had and may continue to have business dealings
with TriPoint and the Affiliates of TriPoint in matters unrelated to the
transactions contemplated by this Agreement and the Securities Purchase
Agreement.  Each of the Parties do hereby acknowledge the foregoing
and waive any actual or perceived conflict(s) of interest in connection with the
prior, existing and any future business relationships between any of the
aforesaid law firms and any of the Parties hereto or their
affiliates.

    


    8.6           Governing
Law.  This Agreement shall be construed, and the legal
relations between the parties determined, in accordance with the laws of the
State of New York, thereby precluding any choice of law rules which may direct
the application of the laws of any other jurisdiction.

    


    8.7           Publicity.  No
publicity release or announcement concerning this Agreement or the transactions
contemplated hereby shall be issued by either party hereto at any time from the
signing hereof without advance approval in writing of the form and substance by
the other party.


    
      
         


      

      
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27 -

        
          

        

      

      
         


      

    


    


    8.8           Entire
Agreement.  This Agreement (including the Schedules to be
attached hereto) and the collateral agreements executed in connection with the
consummation of the transactions contemplated herein contain the entire
agreement among the parties with respect to the transactions contemplated
hereby, and supersedes all prior agreements, written or oral, with respect
hereof.

    


    8.9           Headings.  The
headings in this Agreement are for reference purposes only and shall not in any
way affect the meaning or interpretation of this Agreement.

    


    8.10           Severability of
Provisions.  The invalidity or unenforceability of any term,
phrase, clause, paragraph, restriction, covenant, agreement or provision of this
Agreement shall in no way affect the validity or enforcement of any other
provision or any part thereof.

    


    8.11           Counterparts.  This
Agreement may be executed in any number of counterparts, each of which when so
executed, shall constitute an original copy hereof, but all of which together
shall consider but one and the same document.  In the event that any
signature is delivered by facsimile transmission, such signature shall create a
valid binding obligation of the party executing (or on whose behalf such
signature is executed) the same with the same force and effect as if such
facsimile signature were the original thereof.

    


    8.12           Binding
Effect.  This Agreement shall be binding upon the parties
hereto and inure to the benefit of the parties, their respective heirs,
administrators, executors,

    successors
and assigns.

    


    8.13           Press
Releases.  The parties will mutually agree as to the wording
and timing of any informational releases concerning this transaction prior to
and through Closing.

    


    [the
balance of this page intentionally left blank – signature pages
follow]


    
      
         


      

      
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28 -

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
Parties hereto have executed this Agreement on the date and year first above
written.

    


    ATTEST:                                                                TRESTLE
HOLDINGS, INC.

    (a Delaware corporation)

    


    


    _/s/
ERIC
STOPPENHAGEN__                                            By:
_/s/ ERIC
STOPPENHAGEN______

    _Eric Stoppenhagen,
Secretary                                                                _Eric Stoppenhagen____, Interim President

    


    ATTEST:                                                                           MKM
CAPITAL OPPORTUNITY FUND LTD.

    


    


       By: ___/s/ DAVID
SKRILOFF____________________

    Name:    __David
Skriloff__________________

    Title:      __Portfolio
Manager________________

    


    ATTEST:                                                                MOQIZONE
HOLDINGS LIMITED

    (a Cayman Islands
corporation)

    


    


    ______________________                                              By:
___/s/ LAWRENCE
CHEUNG_____

    Secretary                                                                                     Lawrence Cheung,

        President and
CEO

    


    MOQIZONE CAYMAN
SHAREHOLDERS:

    


    Management
Shareholders:

    


    


    ___s/ LAWRENCE CHEUNG_______

    LAWRENCE CHEUNG

    


    


    
 


    
      
         


      

      
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29 -

        
          

        

      

      
         


      

    


    Non-Management
Shareholder:

    


    TRIPOINT
CAPITAL ADVISORS, LLC

    


    


    By:____/s/ MARK
ELENOWITZ____________________________

    Name:  __Mark
Elenowitz___________________

    Title:    ___Managing
Director__________________

    


    



    
      
         


      

      
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30 -

        
          

        

      

      
         


      

    

     

     

     

    SCHEDULE
A

     

    OWNERSHIP
OF MOQIZONE CAYMAN SHARES AND EXCHANGE SHARES

    


    


    Shareholder                                           MoqiZone Cayman
Shares                                                      Exchange
Shares                                           Trestle Common
Stock

    


    Lawrence
Cheung                                           9,700,100
(90.30%)                                                      9,700.0
(90.30%)                                           9,700,100
(90.30%)

    Zhang Xin
Hua

    Ling
Yong

    Ling
Tao

    Wang
Yulin

    


    TriPoint
Capital

    Advisors
LLC                                              312,900
(2.91%)                                                          313.9
(2.91%)                                     312,900
(1.22%)

    


    Ardent
Capital

    Advisors
LLC                                               211,700
(1.97%)                                                          211.7
(1.97%)                                     211,700
(0.83%)

    


    San Elijo
Capital
LLC                                               518,300
(
4.83%)                                                          518.3
(4.83%)                                     518,300
(2.03%)

    


    
      	 
      


    

    



    
      
         


      

      
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