EXHIBIT
“A”

    


    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 ACCEPTABLE TO THE
COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR UNLESS SOLD PURSUANT
TO RULE 144 OR REGULATION D UNDER THE ACT.

    


    MOBIZONE
HOLDINGS LIMITED

    8%
SECURED GUARANTEED EXCHANGEABLE NOTE

    DUE:
MARCH 31, 2011

    
      	
              No.
      __

            	
              ______,
      2009

            
	
              Initial
      Principal Amount $__________

            	 
      


    

     

    FOR VALUE
RECEIVED, the undersigned, MOBIZONE HOLDINGS LIMITED,
INC., a corporation organized and existing under the laws of Hong Kong
(“MobiZone Hong Kong”), and MOQIZONE HOLDINGS LIMITED., a
Cayman Islands corporation (“MoqiZone Cayman,” and together with MobiZone Hong
Kong, the “Company”) jointly and severally promises to pay to the order of
_____________________________________, or his or its registered assigns (the
“Holder”), the principal
sum of __________________ ___________________________________ Dollars
(US$_________) on March 31, 2011 (the “Maturity Date”), together with
interest (computed on the basis of a 360-day year) on the outstanding principal
amount at the rate of eight percent (8.00%) per annum from the date hereof,
payable quarterly, on the last day of each June, September, December and March,
commencing June 30, 2009, until the principal hereof shall have become due and
payable.

    


    1.           Securities
Purchase Agreement.     This Note has been
issued pursuant to the terms and conditions set forth in the Securities Purchase
Agreement dated as of June 1, 2009 (as from time to time amended, the “Securities Purchase
Agreement”) by and among the Company, certain Subsidiaries and Affiliates
of the Company, other persons and entities (collectively, described therein as
the “MoqiZone Group” and the “Corporate Parties”) and the respective Investors
named therein.  All of the terms and conditions of such Securities
Purchase Agreement are incorporated herein by this reference, and all
capitalized terms not separately defined in this Note shall have the same
meanings as defined in the Securities Purchase Agreement.

    



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    2.           Mandatory
Exchange Into Series A Preferred Stock.     Upon consummation of the Trestle
Reverse Split and the delivery by the Company to the Holder of one or more stock
certificates evidencing (a) that number of shares of Series A Preferred Stock of
the Company as shall be equal to the result of dividing (i) the then outstanding
principal amount of this Note (subject to increase in such principal amount as
set forth in Section 7 below), by (ii) $1,000, and (b) payment (at the option of
the Company and Trestle, either in cash or by the issuance of shares of Trestle
Common Stock, valued at $1.80 per share) of an amount equal to all interest
accrued hereon from the date of issuance to the date of cancellation, the entire
then outstanding principal amount of this Note (as the same may be increased
pursuant to Section 7 below), shall (without any surrender thereof or other
action on the part of the Holder) be deemed to have been converted into such
shares of Series A Preferred Stock, and cancelled ab initio, and this Note shall
thereafter be rendered null and void and be of no further force or
effect.

    


    3.           Security
and Guarantee.     This Note is secured by a pledge
by Trestle Holdings, Inc., a Delaware corporation (“Trestle”), and the direct
owner of 100% of the share capital of MoqiZone Holdings Co. Ltd. (“MoqiZone Cayman”) and the
indirect owner of 100% of the share capital of each of the Company and MoqiZone
Shanghai Information Technology Company Ltd. (“SMIT”), of all of the shares
of capital stock of each of MoqiZone Cayman, the Company and SMIT (collectively,
the “Pledged
Collateral”), all pursuant to the terms of a Pledge Agreement in favor of
the Holder dated as of even date herewith (the “Pledge Agreement”). Payment in
full of the principal and interest on this Note is further guaranteed by
Trestle, MoqiZone Cayman and SMIT pursuant to the terms of a Guaranty
Agreement in favor
of the Holder dated as of even date herewith (the “Guaranty”). Leser Hunter
Taubman & Taubman will act as collateral agent for the Holders of the
Notes.  Upon payment in full to the Holder of the accrued interest and
the cancellation of this Note and issuance to the Holder of the applicable
number of shares of Series A Preferred Stock, as contemplated by Section 2
above, the Pledge Agreement and the Guaranty shall automatically terminate, and
the collateral agent will return to Trestle the Pledged Collateral.

    


    4.           No
Prepayment.     Unless otherwise consented to in
writing by the Holder, the Company shall have no right to prepay all or any
portion of the principal amount of this Note prior to the issuance of the Series
A Preferred Stock.

    


    5.           Payments.    
Payments of principal of, and interest on, this Note are to be made in lawful
money of the United States of America at such place as provided in the
Securities Purchase Agreement.  This Note is one of a series of up to
$8,000,000 aggregate amount of 8% Convertible Exchangeable Notes (each a “Note” and collectively the
“Notes”) issued pursuant
to the Securities Purchase Agreement, and is subject to other terms as set forth
in the Securities Purchase Agreement.

    


    6.           Default.    
This Note shall be subject to the Events of Default set forth in the Securities
Purchase Agreement.



    
      
         


      

      
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    7.           Adjustment
to Principal Amount.     If, for any reason, the Trestle
Reverse Split shall not be consummated by August 31, 2009, the principal face
amount of this Note and all other Notes shall be increased by 10% to 110% of the
aggregate amount of Notes sold by the expiration of the Offering Period, i.e.,
$4,400,000 if only the Minimum Offering is sold and $8,800,000 if all 800 Units
and the Maximum Offering is sold (subject to increase of such Maximum Offering
to 1,000 Units to cover over-allotments; in which event, if fully subscribed to,
the maximum principal amount of Notes would be increased to up to
$11,000,000).  Thereafter, this Note and all other Notes shall be
subject to increase in principal amount at the rate of one percent (1%) for each
calendar month (or part thereof) following August 2009 that the Trestle Reverse
Split shall not be consummated.  This Note and all other Notes, as so
increased, shall, upon consummation of the Trestle Reverse Split, thereafter be
automatically cancelled and exchanged for Series A Preferred Stock, at the rate
of one share of Series A Preferred Stock for each $1,000 of outstanding
principal amount of Notes then outstanding (including all increase(s) in such
principal amount pursuant to this Section 7).

    


    8.           Applicable
Law.     This Note shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the law of
the State of New York excluding choice-of-law principles of the law of such
State that would require the application of the laws of a jurisdiction other
than such State.

    


    9.           Facsimile
Signatures.     This Note may be executed by
facsimile signature which shall, for all purposes be deemed to be as legally
valid and binding upon the Company as a ribbon original signature.

    


    10.         Portfolio
Interest.     It is intended that all interest paid
hereunder shall constitute “portfolio interest” within the meaning of Section
871(h) of the Internal Revenue Code of 1986, as amended, and the Treasury
Regulations promulgated thereunder.

    


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    IN
WITNESS WHEREOF, the Company has executed and delivered this Note the date and
year first above written.

    


    
      
        
          	 
      	
                  MOBIZONE
      HOLDINGS LIMITED

                
	 
      	
                  (a
      Hong Kong corporation)

                
	 
      	 
      
	 
      	
                  By:

                	 
      	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                
	 
      	 
      
	 
      	
                  MOQIZONE
      HOLDINGS LIMITED

                
	 
      	
                  (a
      Cayman Islands corporation)

                
	 
      	 
      
	 
      	
                  By:

                	 
      	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    


    
      
         


      

      
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