ESCROW
AGREEMENT

    


    THIS ESCROW AGREEMENT (“Agreement”) is
made as of June 1, 2009 by and between TRESTLE HOLDINGS,
INC., a Delaware
corporation (the "Company"); MOQIZONE HOLDINGS
LIMITED, a Cayman Island
corporation ("MoqiZone
Cayman"); all the persons
listed on Schedule A hereto (the “Management
Team”); all of the
investors who signed the Purchase Agreement, as defined below (the “Investor
Group”) and the Investor Representative who has executed this Agreement on the
Investor Signature Page hereof (the “Investor Representative,” and
together with the Investor Group, the “Investors” and together with Trestle,
MoqiZone Cayman and the Management Team, the “Parties”); and Leser, Hunter,
Taubman & Taubman, with offices at 17 State Street, Suite 1610, New York, NY
10004 (the  “Escrow Agent”).

    


    RECITALS:

    


    
      	
               
      

            	
              (1)

            	
              Pursuant
      to that certain Securities Purchase Agreement, dated as of June 1,
      2009, by and among the Company, the Investors set forth on the
      signature pages thereto, MoqiZone Cayman, Cheun Chor Kiu Lawrence
      (“Cheung”) and MKM Capital Opportunity fund Ltd. (“MKM”) (the
      “Purchase Agreement”), a copy of which is attached hereto as Exhibit B and
      incorporated herein by reference, the Investors purchased an
      aggregate of $4,345,000 of  8% Notes, convertible into
      4,345 shares of the Company’s Series A Convertible Preferred Stock
      (“Preferred Stock”), which is convertible, based on the $4,345,000
      aggregate stated value of the Preferred Stock, at a conversion price of
      $1.80 per share, into an aggregate of approximately 2,413,890 
      shares of the Company’s Common Stock subject to adjustment pursuant
      to the Certificate of Designation of the Relative Rights and
      Preferences of the Series A Convertible Preferred Stock. Capitalized terms
      used in this Agreement without definition, have the meaning assigned to
      those terms in the Purchase
Agreement;

            


    

    


    
      	
               
      

            	
              (2)

            	
              Pursuant
      to that certain Share Exchange Agreement, dated as of March 15, 2009, by
      and among the Company, MoqiZone Cayman, the MoqiZone Cayman Shareholders,
      Cheung and MKM (the “Share Exchange”), a copy of which is attached hereto
      as Exhibit
      C
      and incorporated herein by reference, the MoqiZone Cayman
      Shareholders shall own shares of Trestle 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;

            


    

    


    
      	
               
      

            	
              (3)

            	
              To
      induce the Investors to enter into the Purchase Agreement, the Management
      Team has agreed to deposit 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
      “Escrowed
      Shares”), as set forth in Exhibit A, in an escrow account
      immediately prior to the Closing, to be held by the Escrow Agent for
      disbursement in accordance with the terms
  herein;

            


    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (4)

            	
              This
      Agreement constitutes the share escrow agreement alluded to in the
      Purchase Agreement and the Share Exchange Agreement pursuant to which the
      Escrow Agent shall receive and disburse the Escrowed
    Shares.

            


    

    


    
      	
               
      

            	
              (5)

            	
              Unless otherwise defined in this
      Agreement, all capitalized terms shall have the same meaning as is defined
      in the Share Exchange
Agreement.

            


    

    


    NOW,
THEREFORE, in consideration of the covenants and mutual promises contained
herein and other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged and intending to be legally bound
hereby, the parties agree as follows:

     

    ARTICLE
1

    TERMS OF
THE ESCROW

    


     
1.1            Appointment of Escrow
Holder.  The parties hereby agree to have Leser Hunter Taubman
& Taubman act as Escrow Agent whereby the Escrow Agent shall receive the
Escrow Shares in escrow and distribute the same as set forth in this
Agreement.

    


    
      	
               
      

            	
              1.2

            	
              Escrow
      Deposit

            


    

    


    
      	
               
      

            	
              (a)

            	
              In
      accordance with the terms of the Purchase Agreement, at the Initial
      closing, the Management Team shall deliver the Escrowed Shares to the
      Escrow Agent;

            


    

    
      	
               
      

            	
              (b)

            	
              The
      Escrow Agent shall hold the Escrowed Shares in the Escrow Account at all
      times until such Escrowed Shares are disbursed in accordance
      herewith.

            


    

    


    
      	
               
      

            	
              1.3

            	
              Performance
      Threshold

            


    

    


    If the
Company does not achieve the specified performance threshold, the Escrowed
Shares shall be disbursed to the Investors as set forth herein:

    


    
      	
               
      

            	
              (a)

            	
              If
      MobiZone Hong Kong shall have received from the Investors the sum of at
      least six million dollars ($6,000,000), the performance threshold is
      MoqiZone Corporations achievement of at least $19,171,000 in reported
      revenues (the “Six
      Million Target Revenue”) over the twelve consecutive months
      commencing July 1, 2009 and ending June 30, 2010 (the “Measuring
      Period”).

            


    

    
      	
               
      

            	
              (b)

            	
              If
      MobiZone Hong Kong shall have received from the Investors the sum of less
      than six million dollars ($6,000,000), the performance threshold is
      MoqiZone Corporations achievement of at least $10,450,000 in reported
      revenues (the “Lower
      Target Revenue”) over the twelve consecutive months commencing July
      1, 2009 and ending June 30, 2010 (the “Measuring
      Period”).

            


    

    
      	
               
      

            	
              (c)

            	
              The
      Six Million Target Revenue or the Lower Target Revenue shall be determined
      as of the date the Company’s financial statements for the final quarter of
      the Measuring Period are required to be filed with the Securities and
      Exchange Commission pursuant to the reporting requirements of the
      Securities Exchange Act of 1934 (the “Exchange Act”), as amended (the
      “Audit Date”).

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              1.4

            	
              Escrow
      Release

            


    

    


    The
Company and the Investor Representative shall remit written instructions to the
Escrow Agent two (2) business days after the Audit Date, in the form of Exhibit D attached
hereto and made a part hereof, or in a form and substance satisfactory to the
Escrow Agent, directing the Escrow Agent to release the Escrowed Shares within
ten (10) business days of the Audit Date, as specified therein and in accordance
with the following guidelines (the “Release Notice”):

    


    
      	
               
      

            	
              (a)

            	
              If
      the Six Million Target Revenue is met, all of the Escrowed Shares shall be
      released back to the Management
Team.

            


    

    


    
      	
               
      

            	
              (b)

            	
              In
      the event that less than the Six Million Target Revenue is realized during
      the twelve month Measuring Period, a pro-rata portion of the Escrowed
      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 Escrowed Shares for each USD $1.00 that the actual
      revenues achieved by the end of the Measuring Period shall be less than
      the Six Million 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 Six Million Target Revenue.

            


    

    


    
      	
               
      

            	
              (c)

            	
              If
      the Lower Target Revenue is met, all of the Escrowed Shares shall be
      released back to the Management
Team.

            


    

    


    
      	
               
      

            	
              (d)

            	
              In
      the event that less than the Lower Target Revenue is realized during the
      twelve month Measuring Period, a pro-rata portion of the Escrowed 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 Escrowed Shares for each USD $1.00 that the actual revenues
      achieved by the end of the Measuring Period shall be less than the 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.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Escrowed
      Shares 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.

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (f)

            	
              Any
      Escrowed Shares not distributed to holders of Notes or Series A Preferred
      Stock holders will be returned by the Escrow Agent to the Management Team
      at the same time as any such Escrowed Shares are distributed to holders of
      Notes or Series A Preferred Stock or as soon as practicable
      thereafter.

            


    

    


    
      	
               
      

            	
              (g)

            	
              In
      the event that the Closing does not occur and written notice of same,
      signed by all
      of the parties hereto, is delivered to the Escrow Agent or upon the
      written instructions of all
      of the parties hereto, the Escrowed Agent shall return the Escrowed Shares
      to the Management Team.

            


    

    


    
      	
               
      

            	
              (h)

            	
              Upon
      the Escrow Agent’s completion of its obligations under Section 1.4, this
      Agreement shall terminate and the Escrow Agent shall have no further
      liability hereunder.

            


    

    


    1.5           This
Agreement may be altered or amended only with the written consent of all of the
parties hereto.  Should any of the Parties attempt to change this
Agreement in a manner, which, in the Escrow Agent’s discretion, shall be
undesirable, the Escrow Agent may resign as Escrow Agent by notifying the
Parties in writing five days in advance.  In the case of the Escrow
Agent’s resignation or removal pursuant to the foregoing, his only duty, until
receipt of notice from the Parties that a successor escrow agent has been
appointed, shall be to hold and preserve the Escrow Shares that are in his
possession.  Upon receipt by the Escrow Agent of said notice from the
Parties of the appointment of a successor escrow agent, the name of a successor
escrow account and a direction to transfer the Escrowed Shares, the Escrow Agent
shall promptly thereafter transfer all of the Escrowed Shares that it is still
holding in escrow, to said successor escrow agent.  Immediately after
said transfer of the Escrowed Shares, the Escrow Agent shall furnish the Parties
with proof of such transfer.  The Escrow Agent is authorized to
disregard any notices, requests, instructions or demands received by it from the
Parties after the Escrow Agent promptly transfers all of the Escrowed Shares
that it is still holding in escrow, to the above said successor escrow
agent.

    


    1.5   The
Escrow Agent shall be reimbursed by the Parties for any reasonable expenses
incurred in the event there is a conflict between the parties and the Escrow
Agent shall deem it necessary to retain counsel, upon whose advice the Escrow
Agent may rely. The Escrow Agent shall not be liable for any action taken or
omitted by him in good faith and in no event shall the Escrow Agent be liable or
responsible except for the Escrow Agent’s own gross negligence or willful
misconduct.  The Escrow Agent has made no representations or
warranties to the Parties in connection with this transaction. The Escrow Agent
has no liability hereunder to either party other than to hold the Escrowed
Shares and to deliver them under the terms hereof.  Each party hereto
agrees to indemnify and hold harmless the Escrow Agent from and with respect to
any suits, claims, actions or liabilities arising in any way out of this
transaction including the obligation to defend any legal action brought which in
any way arises out of or is related to this Agreement or the investment being
made by Purchaser. The Parties,
with the exception of the Company, acknowledge and represent that they are not
being represented in a legal capacity by Leser Hunter Taubman & Taubman and
have had the opportunity to consult with their own legal advisors prior to the
signing of this Agreement. The Parties, with the exception of the Company,
acknowledge that the Escrow Agent is not rendering securities advice to them
with respect to this transaction or otherwise.  The Parties consent to
the Escrow Agent acting in such capacity as legal counsel for the Company and
waive any claim that such representation represents a conflict of interest on
the part of the Escrow Agent.  The Parties understand that the Escrow
Agent and the Company are relying explicitly on the foregoing provisions
contained in this Section 1.5 in entering into this
Agreement.

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

       

    

    1.6           The
Escrow Agent shall be obligated only for the performance of such duties as are
specifically set forth herein and may rely and shall be protected in relying or
refraining from acting on any instrument reasonably believed by the Escrow Agent
to be genuine and to have been signed or presented by the proper party or
parties.  The Escrow Agent shall not be personally liable for any act
the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting
in good faith, and any act done or omitted by the Escrow Agent pursuant to the
advice of the Escrow Agent's attorneys-at-law shall be conclusive evidence of
such good faith.

    


    1.7           The
Escrow Agent is hereby expressly authorized to disregard any and all warnings
given by any of the parties hereto or by any other person or corporation,
excepting only orders or process of courts of law and is hereby expressly
authorized to comply with and obey orders, judgments or decrees of any
court.  In case the Escrow Agent obeys or complies with any such
order, judgment or decree, the Escrow Agent shall not be liable to any of the
parties hereto or to any other person, firm or corporation by reason of such
decree being subsequently reversed, modified, annulled, set aside, vacated or
found to have been entered without jurisdiction.

    


    1.8           The
Escrow Agent shall not be liable in any respect on account of the identity,
authorities or rights of the parties executing or delivering or purporting to
execute or deliver the Agreement or any documents or papers deposited or called
for hereunder.

    


    1.9           If
the Escrow Agent reasonably requires other or further documents in connection
with this Agreement, the necessary parties hereto shall join in furnishing such
documents.

    


    1.10         It
is understood and agreed that should any dispute arise with respect to the
delivery and/or ownership or right of possession of the documents, the Escrowed
Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized and
directed in the Escrow Agent's sole discretion (a) to retain in the Escrow
Agent's possession without liability to anyone all or any part of said
documents, the Escrowed Shares until such disputes shall have been settled
either by mutual written agreement of the parties concerned or by a final order,
decree or judgment of a court of competent jurisdiction after the time for
appeal has expired and no appeal has been perfected, but the Escrow Agent shall
be under no duty whatsoever to institute or defend any such proceedings or (b)
to deliver the Escrowed Shares and any other property and documents held by the
Escrow Agent hereunder to a state or federal court having competent subject
matter jurisdiction and located in the State of New York in accordance with the
applicable procedure therefor.

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    ARTICLE
2

    MISCELLANEOUS

    


    2.1           No
waiver of any breach of any covenant or provision herein contained shall be
deemed a waiver of any preceding or succeeding breach thereof, or of any other
covenant or provision herein contained.  No extension of time for
performance of any obligation or act shall be deemed any extension of the time
for performance of any other obligation or act.

    


    2.2           This
Agreement shall be binding upon and shall inure to the benefit of the permitted
successors and assigns of the parties hereto.

    


    2.3           This
Agreement is the final expression of, and contains the entire agreement between,
the parties with respect to the subject matter hereof and supersedes all prior
understandings with respect thereto.  This Agreement may not be
modified, changed, supplemented or terminated, nor may any obligations hereunder
be waived, except by written instrument signed by the parties to be charged or
by its agent duly authorized in writing or as otherwise expressly permitted
herein.

    


    2.4           Whenever
required by the context of this Agreement, the singular shall include the plural
and masculine shall include the feminine.  This Agreement may be
executed in two or more counterparts, all of which taken together shall
constitute one instrument.  Execution and delivery of this Agreement
by exchange of facsimile copies bearing the facsimile signature of a party shall
constitute a valid and binding execution and delivery of this Agreement by such
party.  Such facsimile copies shall constitute enforceable original
documents.

    


    2.5           The
parties hereto expressly agree that this Agreement shall be governed by,
interpreted under, and construed and enforced in accordance of the laws of the
State of New York. The parties agree that any dispute arising under or with
respect to or in connection with this Agreement, whether during the term of this
Agreement or at any subsequent time, shall be resolved fully and exclusively in
the federal or state courts resident in New York County, New York.

    


    2.6           Any
notice required or permitted hereunder shall be given in a manner provided in
the Notice Section contained in the Purchase Agreement to the address or contact
information for the Parties set forth therein or, in the case of notice to the
Escrow Agent, shall be sent by commercial overnight courier such as UPS or Fedex
to the Escrow Agent at the address first written above.

    


    2.7           By
signing this Agreement, the Escrow Agent becomes a party hereto only for the
purpose of this Agreement; the Escrow Agent does not become a party to the
Purchase Agreement or any related agreements.

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

       

    

    2.8           Each
party acknowledges and agrees that this Agreement shall not be deemed prepared
or drafted by any one party.  In the event of any dispute between the
Parties concerning this Agreement, the Parties agree that any rule of
construction, to the effect that any ambiguity in the language of the Agreement
is to be resolved against the drafting party, shall not apply.

    


    2.9. If
the Management Team transfers any of the Escrowed Shares, the transferee shall
be required to execute and deliver a counterpart of this Agreement to the
Company, the Escrow Agent and the Investor Representative. Thereafter, such
transferee shall be deemed to be included in the Management
Team.  Notwithstanding the transfer of ownership of the Escrowed
Shares, all Escrowed Shares shall remain subject to this Agreement.

    


    (Signature
Page to Follow)

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date
first set forth above.

    


    Executed:

    
      


      
        
          
            
              	
                      TRESTLE
      HOLDINGS, INC.

                    
	 
      	 
      
	 
      	 
      
	
                      By:

                    	 
      
	
                      Name:

                    	
                      Eric
      Stoppenhagan

                    
	
                      Title:

                    	
                      Interim
      President

                    


            

          

        

      

      


      THE
MANAGEMENT TEAM

      


      
        
          
            
              
                	 
      
	
                        LAWRENCE
      CHEUNG

                      
	 
      
	 
      
	
                        BENJAMIN
      CHAN

                      


              

            

          

        

      

      


      MOQIZONE
HOLDINGS LIMITED

      (a Cayman
Islands corporation)

      


      
        
          
            
              
                	
                        By:

                      	 
      
	
                        Lawrence
      Cheung,

                      
	
                        President
      and CEO

                      


              

            

          

        

      

      


      
        
          
            
              	
                      Escrow
      Agent

                    
	 
      
	
                      Leser,
      Hunter, Taubman & Taubman

                    
	 
      
	 
      
	
                      Name:
      Louis Taubman

                    
	
                      Title:
      Partner

                    


            

          

        

      

    

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    INVESTOR
SIGNATURE PAGE:

    


    [PRINT
NAME OR NAME OF ENTITY]

     

    
      
        	
                X

              
	 
      	 
      
	
                By:

              	 
      
	 
      	 
      
	
                Name:

              	 
      
	 
      	 
      
	
                Title:

              	 
      


      

    

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    Exhibit
A

    


    
      	 
      	 
      	 
      
	
              Shareholder
      Name

            	 
      	
              Shares

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              TOTAL

            	 
      	
              900
      Shares of Series B Preferred

              Stock
      or 900,000 shares of

              Common
      Stock

            


    

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    


    Exhibit
B

    


    Form
of Securities Purchase Agreement

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    Exhibit
C

    Form
of Share Exchange Agreement

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    Exhibit
D

    


    FORM OF ESCROW RELEASE
NOTICE

    


    Date:

    


    Leser,
Hunter, Taubman & Taubman

    17  State
Street, Floor 20

    New York,
New York 10004

    


    Dear
Escrow Agent:

    


    In
accordance with the terms of Article 1 of the Escrow Agreement dated as of May
[  ], 2009, (the “Escrow Agreement"), by and among TRESTLE HOLDINGS,
INC., a Delaware
corporation (the "Company"); MOQIZONE HOLDINGS
LIMITED, a Cayman Island
corporation ("MoqiZone
Cayman"); all the persons
listed on Schedule A hereto (the “Management
Team”); all of the
investors who signed the Purchase Agreement, as defined below (the “Investor
Group”) and the Investor Representative who has executed this Agreement on the
Investor Signature Page hereof (the “Investor Representative,” and
together with the Investor Group, the “Investors” and together with Trestle,
MoqiZone Cayman and the Management Team, the “Parties”); and your offices as
Escrow Agent, you are hereby notified of the following:

    


    
      	
               
      

            	
              1.

            	
              The
      Audit Date was ___________ __, 200__;
and

            


    

     

    
      	
               
      

            	
              2.

            	
              The
      Six Million Target Revenue or the Lower Target Revenue was/was not
      met.

            


    

     

    Accordingly,
please distribute the Escrowed Shares as follows:

     

    
      
        
          
            
              	
                      Recipient Name and

                      Address

                    	  	
                      Amount of Escrowed

                      Shares to be distributed

                    
	  	  	  
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          Very
      truly yours,

                                        
	 
      
	
                                          Trestle
      Holdings, Inc.

                                        
	
                                          By:

                                        	 	 
      
	
                                          Name:

                                        	 	 
      
	
                                          Title:

                                        	 	 
      
	 
      
	 
      
	
                                          (Investors
      Representative)

                                        
	 
      
	
                                          By:

                                        	 
      


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         

      

      
        13