CONSULTANT CONFIDENTIALITY AND INVENTIONS AGREEMENT

This Consultant Confidentiality and Inventions Agreement (the “ Agreement ”) is being presented to you as a requirement for you to work with or for Trestle Acquisition Corp., a Delaware corporation. This is an important legal document that affects your rights, and you should read it carefully and be sure you understand it thoroughly before signing. You are referred to in this Agreement as “ you ,” and Trestle Acquisition Corp. is referred to in this Agreement as the “ Company .” The effective date of this Agreement is the date set forth below your signature.

You are being asked to sign this Agreement because you have been a Consultant of the Company’s predecessor and will be an Consultant or independent contractor of the Company or its subsidiaries. It is likely that you have been and/or will be exposed to Confidential Information (as defined below) of the Company. Like all well-run companies, the Company requires that you sign this Agreement to protect the legitimate rights of the Company in its intellectual property.

By signing this Agreement, you and the Company agree as follows:

1.    Definitions. For the purpose of this Agreement, the following terms have the following definitions:

1.1    “ Company Intellectual Property ” means all of the Company’s trademarks (including the goodwill attached thereto), know-how, copyrights, copyright registrations and applications for registration, Patents, trade secrets, author’s rights, moral rights, right of publicity, and contract and licensing rights, and all other intellectual property rights of the Company as may exist now and/or hereafter come into existence, and all renewals and extensions thereof, whether registered or not.

1.2    “ Confidential Information”  means as to any Person, any intellectual property or information, including but not limited to, information included within or relating to any Inventions and Works, formulas, patterns, compilations, programs, devices, methods, techniques and processes, financial information and data, business plans, business strategies, marketing plans, customer lists, price lists, cost information, information about Consultants, descriptions of inventions, process descriptions, descriptions of technical know-how, information and descriptions of new products and new product development, technical specifications and documentation, and pending or abandoned patent applications of a party, now known or in possession of, or hereafter learned or acquired, that derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other Persons who can obtain economic value from its disclosure or use. Confidential Information may be written or oral, expressed in electronic media or otherwise disclosed, and may be tangible or intangible.

1.3    “ Employed ” or “ Employment ” means, for purposes of this Agreement only, to be engaged in the performance of services for or on behalf of the Company or its subsidiaries. The term Employed is used herein for convenience purposes only and shall not necessarily imply that the legal relationship of an employer-Consultant exists.

1.4    “ Inventions and Works ” means any work, invention or creation that is devised, developed, designed, discovered or reduced to practice by you at any time while you are or were Employed by the Company or Trestle (defined in Section 1.9 below), including, without limitation any and all (i) compositions or works of authorship, concepts, algorithms, software, computer programs, designs, flowcharts, schematics, techniques, know-how, methods, processes, procedures, improvements, hardware, products, devices, discoveries or inventions, whether or not patentable or copyrightable, and whether or not reduced to practice; or (ii) translations, modifications, derivations, corrections, additions, extensions, upgrades, improvements, compilations, abridgments, or other form in which you may directly or indirectly recast, transform or adapt any of the items described in clause (i) immediately above, or any Company Intellectual Property; provided , that an Invention and Work shall not include any work, invention or creation that fully qualifies under California Labor Code Section 2870, which provides that any provision in an employment agreement which provides that an Consultant shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the Consultant developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information, except for those inventions that either: (1) relate, at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or (2) result from any work performed by the Consultant for the employer.

1.5    “ Materials ” means any product, prototype, sample, model, photograph or picture, document, instrument, sketch, drawing, design note, recording, report, plan, proposal, specification, manual, tape, and all reproductions, copies or facsimiles thereof, or any other tangible item which in whole or in part contains, embodies or manifests, whether in printed, handwritten, coded, magnetic, digital or other form, any Confidential Information of the Company or any Inventions and Works.

1.6    “ Patents ” means (i) the patent rights in patents and patent applications, industrial design registrations, certificates of invention, patent disclosures and the inventions covered thereby, including, without limitation, the exclusive right to make, use and sell the subject inventions, (ii) any reexaminations, reissues, renewals or extensions of any and all of the foregoing patents or patent applications, and (iii) foreign counterparts of any and all of the foregoing, in each such case.

1.7    “ Person ” means any individual, corporation, partnership, trust, government or regulatory authority, or other entity.

1.8    “ Proprietary Right ” means any Patent, copyright, trade secret, name, mark, design, slogan, catch phrase or other trademark, or any other protected intellectual property right in any Confidential Information of the Company, Inventions and Works or any Materials.

1.9    “ Trestle ” means Trestle Corporation, a Delaware corporation and wholly-owned subsidiary of Med Diversified, Inc., a Nevada corporation (“ Med ”), the assets and certain liabilities of which were acquired and assumed by the Company in that certain Asset Purchase Agreement dated April 16, 2003 and that certain Bill of Sale and Assignment and Assumption Agreement dated May 20, 2003 by and between the Company, Trestle and Med. Trestle is engaged in the business of developing, owning, using, licensing, marketing, and selling on a worldwide basis a series of microscopy and telemedicine products and services, including without limitation, (i) MedMicroscopy RT™, MedMicroscopy SL™, MedMicroscopy CL™ and other products developed from the same technology for microscopy applications, (ii) MedReach™ and other products developed from the same technology for telemedicine applications, (iii) MedScanner, (iv) Digital Slide, (v) MedWorkflow, (vi) High Throughput Scanner, (vii) Quality Control Image Analysis, and (viii) Tox Screen Image Analysis (the “ Business ”).

2.    Ownership of Inventions and Works.

2.1    As between you on the one hand, and the Company on the other hand, you agree that all Confidential Information of the Company and all Inventions and Works, Materials and Proprietary Rights are the sole and exclusive property of the Company.

2.2    As between you on the one hand, and the Company on the other hand, you also specifically acknowledge and agree that any tangible expression of any Confidential Information of the Company, Company Intellectual Property, Inventions and Works, Materials or Proprietary Rights were developed, made or invented exclusively for the benefit of and are the sole and exclusive property of the Company or its respective successors and assigns as “works for hire” under Section 201 of Title 17 of the United States Code.

2.3    In the event that any Confidential Information of the Company, Inventions and Works, Materials or Proprietary Rights are deemed not to be a “work for hire” as a matter of law, you agree to assign, and do hereby irrevocably assign, to the Company all of your right, title and interest in and to such Confidential Information of the Company, Inventions and Works, Materials or Proprietary Rights. You further agree to take any actions, including the execution of documents or instruments, which the Company may