SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “ Agreement ”), dated as of June 1, 2009 (the “ Effective Date ”), is made and entered into by and among (A) Trestle Holdings, Inc., a corporation organized under the laws of the State of Delaware (“ Trestle ”); (B) MoqiZone Holdings Limited ., a Cayman Islands corporation (the “Company” or “ MoqiZone Cayman ”); (C) MobiZone Holdings Limited , a Hong Kong corporation (“ MobiZone Hong Kong ”) (D) Cheung Chor Kiu Lawrence , an individual (“ Cheung ” or the “ Company Stockholder ”); (E) MKM Capital Opportunity Fund Ltd ., a corporation organized under the laws of the Cayman Islands (“ MKM ” or the “ Trestle Principal Stockholder ”); and (F) each of the purchasers set forth on the counterpart signature pages hereto (individually, a “ Investor ” and collectively, the “ Investors ”).

The Company, the Company Shareholder, Trestle, MKM and the Investors are hereinafter sometimes individually referred to herein as a “ Party ” and collectively referred to herein as the “ Parties .”

This Agreement is being entered into with reference to the facts stated below; each of which is deemed to be additional representations and warranties by the Parties:

WHEREAS , MobiZone Holdings Limited , a corporation organized under the laws of Hong Kong (“MobiZone HK”)  is a wholly-owned subsidiary of the Company; and

WHEREAS , Beijing Tai Ji Tong Gong Electronic Technology Co., Ltd. , a corporation organized under the laws of the People’s Republic of China (“ Tai Ji ”) has the permission from the Communication Resource Management Office of The General Staff Department of Communication of the People’s Liberation Army (the “ PLA ”) of the People’s Republic of China (“ PRC ”) (the “ PLA Authorization ”) to license for the exclusive use for commercial purposes 3400-3430 MHz and 3500-3530 MHz radio frequencies belonging to the PLA (the “ 3.5 GHz Radio Frequency Resource ”); and

WHEREAS , Tai Ji has, or on or before the Closing Date will have, authorized Shenzhen Mellow Technology Limited , a corporation organized under the laws of the People’s Republic of China (“ Mellow ”) to use the 3.5 GHz Radio Frequency Resource exclusively for Internet Café use purposes only in the PRC (the “ Internet Cafe’ Authorization ”); and

WHEREAS, Zhang Xin Hua , an individual (“ Hua ”)  is a shareholder of Tai Ji, and Ling Tao, an individual (“ Tao ”); Ling Yong , an individual (“ Yong ”); Wang Yulin , an individual (“ Yulin ”) are the sole shareholders of Mellow; and

WHEREAS, effective as of June 1, 2009, the Mobizone HK stockholders exchanged and transferred all of the share capital and equity of Mobizone HK for 100% of the capital stock of the Company to be held by Cheung (the “ MoqiZone Exchange Agreement ”); and

WHEREAS , effective as of February 15, 2009, all of the Company’s stockholders entered into a share exchange agreement (the “ Trestle Exchange Agreement ”) with Trestle, whose common stock, par value $0.001 per share (the “ Trestle Common Stock ”) currently trades on the FINRA OTC Bulletin Board under the symbol TLHO, pursuant to which on the Initial Closing Date, all of the Company’s shareholders will exchange 100% of the issued and outstanding shares of the Company for 10,743 shares of Series B convertible preferred stock of Trestle (the “ Series B Preferred Stock ”) that will automatically be converted 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 outstanding Trestle Common Stock, after giving effect to (i) consummation of the “ Trestle Reverse Split ” (as hereinafter defined), and (ii) consummation of such share exchange; and

WHEREAS , this Agreement has been entered into pursuant to the terms of a Confidential Offering Memorandum dated February 15, 2009 (the “ Memorandum ”), and shall be governed by the terms of such Memorandum; and unless otherwise separately defined herein, all capitalized terms used in this Agreement shall have the same meaning as is set forth in the Memorandum; and

WHEREAS , the Company, Trestle and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “ SEC ”) under the Securities Act of 1933, as amended (the “ Securities Act ”); and

WHEREAS, subject to the over-allotment rights set forth in Section 7h of this Agreement,   the Investors desire to purchase the Company and Trestle desires to issue and sell, upon the terms and subject to the conditions set forth in this Agreement, a minimum of 400 and a maximum of 800 units of securities (the “ Units ”), consisting of:

(a)           a minimum of (U.S.) $4,000,000 and a maximum of (U.S.) $8,000,000 aggregate principal amount 8% Exchangeable notes of the Company and MobiZone Hong Kong due on or before March 31, 2011 and in the form of Exhibit “A” annexed hereto and made a part hereof (the “ Notes ”);

(b)           three (3) year Class A callable warrants to purchase a minimum of 1,111,111 and a maximum of 2,222,222 shares of Trestle Common Stock, at an exercise price of $2.50 per share, and in the form of Exhibit “B ” annexed hereto and made a part hereof (the “ Class A Warrants ”); and

(c)           three (3) year Class B non-callable warrants (the “ Class B Warrants ”) to purchase a minimum of 1,111,111 and a maximum of 2,222,222 shares of Trestle Common Sock at an exercise price of $3.00 per share, and in the form of Exhibit “C ” annexed hereto and made a part hereof (the “ Class B Warrants ,” and together with the Class A Warrants, collectively referred to herein as the “ Warrants ”); and

WHEREAS, each full Unit shall consist of (a) $10,000 principal amount of Notes, (b) Class A Warrants to purchase 2,778 shares of Trestle Common Stock, and (c) Class B Warrants to purchase 2,778 shares of Trestle Common Stock, as provided herein (collectively, the “ Securities ”); and

WHEREAS , upon the filing with the Secretary of State of the State of Delaware of the “ Trestle Amended Charter ” and the “ Series A Preferred Certificate of Designations ” (as those terms are hereinafter defined), the Notes shall automatically, and without any further action on the part of the holders thereof, be deemed to be cancelled and exchanged for that number of shares of Series A Voting Convertible Preferred Stock of Trestle determined by dividing (a) the aggregate principal amount of Notes cancelled, by (b) the $1,000 per share liquidation or stated value of such Series A Voting Convertible Preferred Stock, and containing the rights, privileges and designations set forth in the Series A Preferred Certificate of Designations annexed as Exhibit “D-1” to the Memorandum   (the “ Series A Preferred Stock ”); and

WHEREAS , each of the Investors wishes to purchase, upon the terms and conditions stated in this Agreement, such number of Units and principal amount of Notes and number of Warrants as is set forth immediately below his or its name on the counterpart signature pages hereto; and

WHEREAS, contemporaneous with the execution and delivery of this Agreement, Trestle and the Company are executing and delivering a Registration Rights Agreement, in the form annexed to the Memorandum (the “ Registration Rights Agreement ”), pursuant to which Trestle and the Company have each agreed to provide certain registration rights under the Securities Act and the rules and regulations promulgated thereunder and applicable state securities laws; and

WHEREAS, the net proceeds of the sale of the Units is being contributed by the Company to the Subsidiaries (as defined herein) to be used for the purposes described in this Agreement; and

NOW THEREFORE , the Parties hereto do each severally (and not jointly) hereby agree as follows:

1.            Authorization and Purchase and Sale of Securities; Terms of the Offering; Certain Definitions; and Covenants of the Parties.

a.           Authorization of Units .  The Company and Trestle have each authorized the issue and sale of the Units, and the related Notes and Warrants.

b.           Purchase of Units .  Subject to the terms and conditions of this Agreement:

(i)            on or before May 31, 2009 (the “ Initial Closing Date ”), subject to extension of such date by the Company to a date not later than June 16, 2009, the Company, MobiZone Hong Kong and Trestle shall issue and sell to those Investors subscribing for such Units on or before the Initial Closing Date not less than 400 Units for (U.S.) $4,000,000, and such Investors severally agrees to purchase from the Company, MobiZone Hong Kong and Trestle such principal amount of Notes and such number of Class A Warrants and Class B Warrants to purchase Trestle Common Stock as is or shall be set forth immediately below such Investors’ names on the signature pages hereto (the Minimum Offering ”); and

(ii)           at various times between the Initial Closing Date completion of the Minimum Offering and June 16, 2009 (the “ Outside Closing Date ”), the Company, MobiZone Hong Kong and Trestle shall issue and sell to those Investors subscribing for such Units at various times on or before the Outside Closing Date up to an additional 400 Units for up to (U.S.) $4,000,000 (subject to increase as provided below), and such Investors severally agree to purchase from the Company and MobiZone Hong Kong such principal amount of Notes and from Trestle such number of Class A Warrants and Class B Warrants to purchase Trestle Common Stock as is or shall be set forth immediately below such Investors’ names on the signature pages hereto.

(iii)          The sale of all 800 Units for an aggregate of (U.S.) $8,000,000 by a date that shall be on or before the Outside Closing Date is hereinafter sometimes referred to as the “ Maximum Offering .”  Notwithstanding the foregoing, the Company and Trestle shall have the right to increase such Maximum Offering and sell between the Initial Closing Date and the Outside Closing Date, as much as 200 additional Units for up to (U.S. $2,000,000, thereby increasing the Offering to up to an aggregate of 1,000 Units for an aggregate of (U.S.) $10,000,000, all as set forth in Section 7h of this Agreement.

c.           Terms of Offering of the Units .   The offering of the Units are subject to the following terms and conditions:

(i)            In the event that a minimum of 400 Units are not subscribed to and fully paid for on or before the Initial Closing Date, the offering of Units shall terminate, and all funds subscribed for shall be returned to Investors without interest or deduction.

(ii)            Subject to the foregoing, the offering of Units shall continue until the earlier to occur of (A) completion of the Maximum Offering, or (B) the Outside Closing Date, and periodic closings may be held, not more often than once every two weeks, as additional Units are sold between the Initial Closing Date and the Outside Closing Date until the maximum of 800 Units have been subscribed to and fully paid for.

d.           Form of Payment .  On the Initial Closing Date, and on each subsequent Closing Date (i) each Investor shall pay the purchase price for the Notes and the Warrants to be issued and sold to it or him (the “ Purchase Price ”) by check or wire transfer of immediately available funds, in accordance with the payment instructions set forth in the Memorandum and in this Agreement, against delivery of the Notes in the principal amount equal to the Purchase Price and the number of Warrants as is set forth immediately below such Investor’s name on the signature pages hereto, and (ii) the Company and Trestle shall deliver such Notes and Warrants duly executed by the Company and Trestle, to such Investor, against delivery of such Purchase Price.

e.           Closing Dates .  Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 5 and Section 6 below, the dates and times of the issuance and sale of the Notes and the Warrants shall be as set forth in Section 1(b ) and Section 1(c) of this Agreement.  The initial closing of the transactions contemplated by this Agreement (the “ Initial Closing ”) shall occur on the Initial Closing Date and subsequent closings shall be held at such times and such location as shall be determined by the Company up to and including the Outside Closing Date.  The Initial Closing Date, the Outside Closing Date, and the date of each additional closing held during the period between the Initial Closing Date and the Outside Closing Date is sometimes individually referred to herein as a “ Closing Date ” and collectively referred to herein as a “ Closing Dates .”

(iii)          Company or MoqiZone Cayman - shall mean MoqiZone Holdings Limited , a Cayman Island corporation,

(iv)           Conversion Shares – shall mean the shares of Trestle Common Stock issuable upon conversion of the Series A Preferred Stock and the Series B Preferred Stock.

(v)             MoqiZone PRC – shall mean MoqiZone (Shanghai) Information Technology Company Limited, a corporation organized under the laws of the PRC.

(vi)           MoqiZone Corporations – shall mean the collective reference to the Company, Mobizone HK and MoqiZone PRC.

(vii)          MoqiZone Group – shall mean the collective reference to Cheung and the MoqiZone Corporations.

(viii)         Notes - shall mean the maximum $8,000,000 principal amount of 8% Exchangeable Notes of the Company due on or before March 31, 2011 in the form annexed hereto as Exhibit “A” and made a part hereof.

(ix)           Person - shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity, government agency or organization.

(x)             Series A Preferred Stock - shall mean the maximum 8,000 shares of Series A Convertible Preferred Stock of Trestle, $0.001 par value per share, that shall: (A) have a stated liquidation value of $1,000.00 per share (the “ Series A Preferred Stock Stated Value ”); (B) be convertible, at any time after issuance and at the option of the holder, into shares of Trestle Common Stock on the basis of each shares of Series A Preferred Stock being convertible into 555.55 shares of Trestle Common Stock, at a conversion price of $1.80 per share (the “ Series A Preferred Conversion Rate ”); and (C) contain the rights, privileges and designations set forth in the certificate of designations (the “ Series A Preferred Certificate of Designations ”) annexed hereto as Exhibit “D-1 ” annexed hereto and made a part hereof.

(xi)             Series B Preferred Stock - shall mean the 10,743 shares of Series B Convertible Preferred Stock of Trestle, $0.001 par value per share, that shall: (A) have a stated liquidation value of $1,000.00 per share (the “ Series B Preferred Stock Stated Value ”); (B) be automatically converted into shares of Trestle Common Stock not later than 10 days following consummation of the Trestle Reverse Split, on the basis of each share of Series B Preferred Stock being converted into 1,000 shares of Trestle Common Stock (the “ Series A Preferred Conversion Rate ”); and (C) contain the rights, privileges and designations set forth in the certificate of designations (the “ Series B Preferred Certificate of Designations ”) annexed hereto as Exhibit “D-2 ” annexed hereto and made a part hereof.

(xiii)         Securities Act - shall mean the United States Securities Act of 1933, as amended.

(xiv)         Subsidiary - shall mean any “significant subsidiary” or “subsidiary” (as such terms are defined in the SEC’s Rule 1-02 of Regulation S-X as promulgated under the Securities Act.

(xv)           Trestle - shall mean: (i) prior to the consummation of the transactions contemplated by the Trestle Exchange Agreement, Trestle Holdings, Inc. , a Delaware corporation, and (ii) on and after consummation of the transactions contemplated by the Trestle Exchange Agreement, Trestle Holdings, Inc. (to be renamed “ MoqiZone Holding Corporation ”) and its consolidated direct and indirect wholly-owned subsidiaries, including, without limitation, the Company, Mobizone HK and MoqiZone PRC.

(xvi)          Trestle Common Stock – shall mean the shares of common stock of Trestle, $0.001 par value per share, authorized for issuance pursuant to the Trestle Certificate of Incorporation.

(xvii)       Trestle Certificate of Incorporation – shall mean the certificate of incorporation of Trestle, as amended and restated on the Initial Closing Date and as of the Outside Closing Date.

(xviii)       Trestle Reverse Split – shall mean the one-for-254.5 reverse split of the outstanding Trestle Common Stock, which shall reduce the aggregate number of issued and outstanding shares of Trestle Common Stock from 179,115,573 shares of Common Stock to 703,794 shares of Common Stock.

(xix)         Warrants - shall mean the collective reference to:

(A)           three (3) year Class A callable warrants to purchase, at an exercise price of $2.50 per share (the “Class A Warrant Exercise Price”), that number of shares of Trestle Common Stock as shall equal (i) 50% of the principal amount of Notes purchased by each Investor, divided by (ii) the Class A Warrant Exercise Price, and in the form attached hereto as Exhibit “B” annexed hereto (the “ Class A Warrants ”);

(B)           three (3) year Class B non-callable warrants to purchase, at an exercise price of $3.00 per share (the “ Class B Warrant Exercise Price ”), that number of shares of Trestle Common Stock as shall equal (i) 50% of the principal amount of Notes purchased by each Investor, divided by (ii) the Class B Warrant Exercise Price and in the form of Exhibit “C ” annexed hereto (the “ Class B Warrants ”); and

(C)           the Placement Agent Warrants hereinafter described.

(xx)          Warrant Shares – shall mean the shares of Trestle Common Stock issuable upon exercise of the Warrants.

(xxi)         Underlying Shares – shall mean the collective reference to the Conversion Shares and the Warrant Shares.

g.              Escrow of Funds .     Pending the Initial Closing, all funds received from Investors subscribing to the Units will be held in escrow by Wilmington Trust Company , Wilmington, Delaware, as escrow agent, all in accordance with the Escrow Agreement annexed hereto as Exhibit “E ” and made a part hereof (the “ Escrow Agreement ”).

2.             Representations and Warranties of Each Investor .  Each Investor severally (and not jointly) represents and warrants solely as to such Investor that:

a.             Investment Purpose .  As of the date hereof and the Closing Date the Investor is purchasing the Notes, the Warrants, the Series A Preferred Stock (issued in exchange for the Note) and the shares of Trestle Common Stock issuable upon conversion of the Series A Preferred Stock (the “ Conversion Shares ”) and upon exercise of the Warrants (the “ Warrant Shares ” and collectively with the Conversion Shares, the Notes, the Series A Preferred Stock and the Warrants, the “ Securities ”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act; provided, however , that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act.

(i)             Accredited Investor / Non U.S. Person Status .  The Investor is either (i) an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act (an “ Accredited Investor ”); or (ii)  is not a U.S. Person (as defined for purposes of Regulation S) and such Investor is not acquiring the Securities for the account or benefit of a U. S. Person. Further, if purchased pursuant to Regulation S, each such Investor acknowledges that the Securities have not been registered under the Securities Act and may not be offered or sold in the United States or to U.S. Persons (other than distributors, as defined in Rule 902 of the Securities Act) unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available.

b.             Reliance on Exemptions .  The Investor understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Securities.

c.             Information .  The Investor and its advisors, if any, have had the opportunity to ask questions of management of the Company and its Subsidiaries and have been furnished with all information relating to the business, finances and operations of the MoqiZone Group and information relating to the offer and sale of the Securities which have been requested by the Investor or its advisors.  Neither such inquiries nor any other due diligence investigation conducted by the Investor or any of its advisors or representatives shall modify, amend or affect the Investor’s right to rely on the representations and warranties of the MoqiZone Group and the Corporate Parties contained in Section 3 below.  The Investor understands that its investment in the Securities involves a significant degree of risk.  The Investor further represents to the Company that the Investor’s decision to enter into this Agreement has been based solely on the independent evaluation of the Investor and its representatives.

d.             Governmental Review .  The Investor understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

e.             Transfer or Resale .  The Investor understands that except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities has not been and is not being registered under the Securities Act or any applicable state securities laws, and the Securities may not be transferred unless (i) the Securities are sold pursuant to an effective registration statement under the Securities Act, (ii) in accordance with the provisions of Regulation S, (iii) the Investor shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be reasonably acceptable to the Company, (iv) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities Act (or a successor rule) (“ Rule 144 ”)) of the Investor who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (v) the Securities are sold pursuant to Rule 144, or (vi) the Securities are sold pursuant to Regulation D under the Securities Act (or a successor rule) (“ Regulation D ”).  Each Investor acknowledges that hedging transactions involving the Securities may not be conducted unless in compliance with the Securities Act.  Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

f.             Legends .  The Investor understands that the Notes, the Series A Preferred Stock and the Warrants shall bear a restrictive legend in the form as set forth below, respectively.  The Investor understands that, until such time as the resale of the Conversion Shares and the Warrant Shares (collectively, the “ Underlying Shares ”) have been registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise may be sold pursuant to Rule 144, Regulation D or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Underlying Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates evidencing such Securities):

“Neither the offer nor sale of this Note has been registered under the Securities Act of 1933, as amended, (the “Act”).  This Note may not be sold, transferred or assigned in the absence of an effective registration statement for the securities under the Act, or an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, that registration is not required under the Act or unless sold pursuant to Rule 144 or Regulation D under the Act.”

 “Neither the offer nor sale of the securities represented by this certificate has been registered under the Securities Act of 1933, as amended, (the “Act”).  The securities may not be sold, transferred or assigned in the absence of an effective registration statement for the securities under the Act, or an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, that registration is not required under the Act or unless sold pursuant to Rule 144 or Regulation D under the Act.”

or, if the Units are purchased pursuant to Regulation S, the Notes, the Series A Preferred Stock and the Warrants shall contain the following legend, with language in parenthesis to be included in the Warrants:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED.  THE SHARES WERE ISSUED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PURSUANT TO REGULATION S PROMULGATED UNDER IT.  THE SHARES MAY NOT BE OFFERED OR SOLD (EXERCISED) IN THE UNITED STATES (BY OR ON BEHALF OF ANY U.S. PERSON) UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.  TRANSFERS OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION.  FURTHER, HEDGING TRANSACTIONS WITH REGARD TO THE SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

g.           Residency .  The Investor is a resident of the jurisdiction set forth immediately below such Investor’s name on the signature pages hereto.

h.             Restrictions on Conversions .                                                                 The Investor shall not convert into Common Stock any Series A Preferred Stock or exercise any Warrants held by such Investor if the effect of such conversion(s) or exercise(s) shall result in such Investor “beneficially owning” (as defined in Rule 13d-3 under the Exchange Act) more than 9.99% of the outstanding Common Stock of the Company.

i        Experience of Investor .  The Investor, either alone or together with his or its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment.  The Investor is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

            j.        General Solicitation .  The Investor is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

3.             Representations and Warranties

A .            By the Company   The Company makes the following representations and warranties to each Investor:

(i)               The Company and its subsidiaries are each a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or organized, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.  The Company was formed   on February 24, 2009 solely for the purpose of owning the share capital of the Company and has conducted no material operations to date and Mobizone HK was formed on August 29, 2007 solely for the purpose of acquiring the share capital of the Company and has conducted no material operations to date.  The MoqiZone Corporations are each duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.

(ii)               “ Material Adverse Effect ” means any material adverse effect on the business, operations, assets, financial condition or prospects of the MoqiZone Corporations, when taken as a consolidated whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith.

b.           Share Ownership .  Upon consummation of the transactions contemplated by the MoqiZone Exchange Agreement, the Company will own 100% of the capital stock of Mobizone HK and Mobizone HK will own 100% of the capital stock of MoqiZone (Shanghai) Information Technology Company Limited , a corporation organized under the laws of the People’s Republic of China (“MoqiZone PRC”). Upon consummation of the transactions contemplated by the Trestle Exchange Agreement, Trestle will own 100% of the capital stock of the Company, the Company will own 100% of the capital stock of Mobizone HK and Mobizone HK will own 100% of the capital stock of MoqiZone PRC. As at the date hereof, and as at the consummation of the MoqiZone Exchange Agreement and the Trestle Exchange Agreement (collectively, the “ Exchange Agreements ”), the outstanding shares of capital stock or similar equity interests of such MoqiZone Corporations will have been validly issued, fully paid and non-assessable.  Upon the consummation of the Exchange Agreements, such shares shall be owned free and clear of any lien, claim, mortgage, charge, restriction, pledge, security interest, option, lease or sublease, claim, right of any third party, easement, encroachment or encumbrance or any other right or adverse interest (“ Liens ”).

c.           Authorization; Enforcement .  Each of the applicable MoqiZone Corporations has all requisite corporate power and authority to enter into and perform and/or deliver this Agreement, the Notes, the Registration Rights Agreement, and the Escrow Agreement (collectively, the “ MoqiZone Group Documents ”) and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof.  The execution and delivery of the MoqiZone Group Documents by each applicable MoqiZone Corporation and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Subsidiaries, Board of Directors, or its shareholders is required. This Agreement has been duly executed and delivered by each of the MoqiZone Corporations by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other Documents executed in connection herewith and bind each of the applicable MoqiZone Corporations accordingly.  This Agreement constitutes, and upon execution and delivery by the applicable MoqiZone Corporation the other Documents and Securities, each of such instruments will constitute, a legal, valid and binding obligation of the applicable MoqiZone Corporations enforceable against each such MoqiZone Corporation in accordance with its terms.

d.           No Conflicts .  The execution, delivery and performance of this Agreement and the other Documents by the application MoqiZone Corporations that are Party hereto and thereto and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Securities and the issuance and reservation for issuance of the Underlying Shares) will not (i) conflict with or result in a violation of any provision of the certificate of incorporation, or articles of associate as amended (the “ Articles ”) of any of the MoqiZone Corporations or the by-laws, as amended, (the “ By-laws ”) of any of the MoqiZone Corporations, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement or instrument to which any of the MoqiZone Corporations is a Party or is otherwise bound or is a beneficiary, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal, state and foreign securities laws and regulations and regulations of any self-regulatory organizations to which any of the MoqiZone Corporations or their its securities are subject) applicable to any of the MoqiZone Corporations or by which any property or asset of any of the MoqiZone Corporations is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect).  None of the MoqiZone Corporations is in violation of its Articles, By-laws or other organizational documents and none of the MoqiZone Corporations is in default (and no event has occurred which with notice or lapse of time or both could put the any of the MoqiZone Corporations in default) under, and none of the MoqiZone Corporations have taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which any of the MoqiZone Corporations is a Party or by which any property or assets of any of the MoqiZone Corporations is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect.  The businesses of the MoqiZone Corporations, if any, are not being conducted in violation of any law, ordinance or regulation of any governmental entity material to the business of such MoqiZone Corporations.  Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable laws of the PRC, Bermuda and Hong Kong, neither the Company nor its Subsidiaries is required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self regulatory organization or stock market or any third Party, in order for the execution, delivery or performance of any of its obligations under this Agreement and the other Documents in accordance with the terms hereof or thereof, or to issue and sell the Notes, Series A Preferred Stock and the Warrants in accordance with the terms hereof and to issue the Conversion Shares upon conversion of the Series A Preferred Stock and/or the Warrant Shares upon exercise of the Warrants.  Except for the filing and effectiveness of the Information Statement, and the filing with the Secretary of State of the State of Delaware of the Amended Charter and the Series A Certificate of Designations, all consents, authorizations, orders, filings and registrations which any of the MoqiZone Corporations is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof.

e.           Capitalization .    The authorized, issued and outstanding share capital of each of the MoqiZone Corporations as at the date of this Agreement and as at the Initial Closing Date is as set forth on Schedule 3(e) to this Agreement.

f.           Financial Information .  The Company was formed solely for the purpose of owning the share capital of the Company and has conducted no material operations to date.  Mobizone HK was formed solely for the purpose of acquiring the share capital of MoqiZone PRC and has conducted no material operations to date. On or before the Closing Date, the Company shall have audited financial statements of MoqiZone PRC as of December 31, 2007 and 2008, and for the respective fiscal years then ended (the “ MoqiZone Financial Statements ”).  The MoqiZone Financial Statements present fairly, in all material respects, the assets and liabilities (whether accrued, absolute, contingent or otherwise) of MoqiZone PRC, on a consolidated basis, as of the respective dates thereof, and the results of operations and statement of cash flows of MoqiZone PRC during the periods covered thereby, in all material respects and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods indicated.

g.           Absence of Certain Changes .  Since September 30, 2008, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations or prospects of the MoqiZone Corporations.

h.           Absence of Litigation .  There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of any executive officer of any of the MoqiZone Corporations, threatened against or affecting any of the MoqiZone Corporations, or their officers or directors in their capacity as such, that could have a Material Adverse Effect.  No executive officer of any of the MoqiZone Corporations have knowledge of any facts or circumstances which might give rise to any of the foregoing.

i.           Patents, Copyrights, Trademarks .

(i)               The Company owns or possesses the requisite licenses or rights to use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and copyrights (“ Intellectual Property ”) necessary to enable it to conduct its business as now operated; there is no claim or action by any Person pertaining to, or proceeding pending, or to the knowledge of any executive officer of the MoqiZone Corporations threatened, which challenges the right of the Company with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, to the knowledge of any executive officer of the MoqiZone Corporations, as presently contemplated to be operated in the future); to the knowledge of any executive officer of the MoqiZone Corporations, neither MoqiZone PRC’s current and intended products, services and processes infringe on any Intellectual Property or other rights held by any Person; and no executive officer of the MoqiZone Corporations have knowledge of any facts or circumstances which might give rise to any of the foregoing.  The Company possesses all Copyrights, Patents, Trademarks, Copyright Licenses, Patent Licenses or Trademark Licenses, each as defined herein that are necessary to conduct its business as now operated (and, to the knowledge of any executive officer of the MoqiZone Corporations, as presently contemplated to be operated in the future).

(ii)               “ Copyrights ” shall mean (i) copyrights, whether registered or unregistered, held pursuant to the laws of the United States, any State thereof, China or any other country; (ii) registrations, applications and recordings in the United States Copyright Office or in any similar office or agency of the United States, any State thereof or any other country, including China; (iii) any continuations, renewals or extensions thereof; (iv) any registrations to be issued in any pending applications; (v) prior versions of works covered by copyright and all works based upon, derived from or incorporating such works; (vi) income, royalties, damages, claims and payments now and hereafter due and/or payable with respect to copyrights, including, without limitation, damages, claims and recoveries for past, present or future infringement; (vii) rights to sue for past, present and future infringements of any copyright; (viii) any rights in any material which is copyrightable or which is protected by common law, United States copyright laws or similar laws, or any law of any State or country, including China, and (ix) any other rights corresponding to any of the foregoing rights throughout the world.

(iii)               “ Copyright License ” shall mean any agreement, written or oral, granting any right in or to any Copyright or Copyright registration, including, without limitation, licenses for the exclusive right to use a copyright owned by a third Party.

(iv)               “ Patents ” shall mean (i) letters patent of the United States, China or any other country, all registrations and recordings thereof and all applications for letters patent of the United States, China or any other country, including, without limitation, registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country, including China; (ii) reissues, divisions, continuations, renewals, continuations in part or extensions thereof; (iii) petty patents, divisionals and patents of addition; (iv) patents to issue in any such applications; (v) income, royalties, damages, claims and payments now and hereafter due and/or payable with respect to patents, including, without limitation, damages, claims and recoveries for past, present or future infringement; and (vi) rights to sue for past, present and future infringements of any patent.

(v)               “ Patent License ” shall mean any agreement, whether written or oral, granting any right with respect to any Patent.

(vi)               “ Trademarks ” shall mean (i) trademarks, tradenames, corporate names, company names, business names, trade styles, service marks, logos, other source or business identifiers, prints and labels on which any of the foregoing have appeared or appear, designs and general intangibles of like nature, registrations and recordings thereof and any applications in connection therewith, including, without limitation, registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country, including China (collectively, the " Marks "); (ii) any reissues, extensions or renewals thereof, (iii) income, royalties, damages, claims and payments now and hereafter due and/or payable with respect to the Marks, including, without limitation, damages, claims and recoveries for past, present or future infringement and (v) rights to sue for past, present and future infringements of the Marks.

(vii)               “ Trademark License ” shall mean any agreement, written or oral, granting any right in and to any Trademark or Trademark registration.

j.           PLA Authorization and Internet Cafe’ Authorization .   The PLA Authorization remains in full force and effect, and Tai Ji possesses all right, title and interest in and to the PLA Authorization.  No event has occurred which, with the passage of time, the giving of notice or both, would constitute a breach, default or event of default by Tai Ji under the PLA Authorization.  Neither Tai Ji nor any other member of the MoqiZone Group has received any written notice from any governmental agency or department of the PRC or from the PLA that would reasonably lead such Person to believe that the PLA Authorization will not be renewed.  On or before the Initial Closing Date, Tai Ji shall have issued to Mellow, the Internet Cafe’ Authorization.  On each occasion that the Company opens a new city in the People’s Republic of China for WiMAX transmission to Internet cafés, Tai Ji, and Mellow shall, pursuant to the Internet Café’ Authorization, directly authorize the Company or any new direct or indirect Subsidiary of the Company to have the exclusive rights to use the 3.5 GHz Radio Frequency Resource for Internet cafés in such cities.

k.           Tax Status .  Each of the MoqiZone Corporations have made or filed all federal, state and foreign income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the MoqiZone Corporations have set aside on its Financial Statements provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its Financial Statements provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply.  There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and none of the executive officers of the MoqiZone Corporations know of any basis for any such claim.  None of the MoqiZone Corporations have executed a waiver with respect to the statute of limitations relating to the assessment or collection of any foreign, federal, state or local tax.  None of the MoqiZone Corporation’s tax returns is presently being audited by any taxing authority.

l.           Permits; Compliance .  Each of the MoqiZone Corporations is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now being conducted (collectively, the “ Permits ”), and there is no action pending or, to the knowledge of any executive officer of the MoqiZone Corporations, threatened regarding suspension or cancellation of any of the Permits.  None of the MoqiZone Corporations is in conflict with, or in default or violation of, any of the Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.  Since September 30, 2008, none of the MoqiZone Corporations have received any notification with respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to possible conflicts, defaults or violations, which conflicts, defaults or violations would not have a Material Adverse Effect.

m.           Environmental Matters .  There are, with respect to the MoqiZone Corporations, no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions, activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability or any liability under any environmental laws of China or other country in which the MoqiZone Corporations conduct business, and none of the MoqiZone Corporations have received any notice with respect to any of the foregoing, nor is any action pending or, to the knowledge of any executive officer of the MoqiZone Corporations, threatened in connection with any of the foregoing.  The term “ Environmental Laws ” means all la