8-K

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

Form  8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

Of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):                                                                                     January 29, 2009

FLINT TELECOM GROUP, INC.

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(Exact Name of Registrant as Specified in its Charter)

Nevada	0-21069	36-3574355
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

3390 Peachtree Rd. NE, Suite 1000, Atlanta, GA 30326

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(Address of Principal Executive Offices)   (Zip Code)

(404) – 254-6980

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(Registrant’s Telephone Number, including area code)

(Formerly named Semotus Solutions, Inc.)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

The information set forth in Item 2.01 below is incorporated herein by reference as it relates to the following material definitive agreements:

(a) Agreement and Plan of Merger by and among Flint Telecom Group, Inc. (“Flint”), Flint Acquisition Corps. (A-E), each a wholly owned subsidiary of Flint, China Voice Holding Corp. (“CHVC”), and CVC Int’l Inc., Cable and Voice Corporation, StarCom Alliance Inc, Dial-Tone Communication Inc, Phone House Inc. (of Florida), and Phone House, Inc. (of California), each a wholly-owned subsidiary of CHVC dated January 29, 2009 (the “Merger Agreement”);

(b) Stock Purchase Agreement by and among Flint and CHVC dated January 29, 2009 (the “CHVC Stock Purchase Agreement”);

(c) Flint Promissory Note to CHVC dated January 29, 2009 ;

(d) Security Agreement by and among Flint and CHVC dated January 29, 2009 (the “Security Agreement”);

(e) Common Stock and Warrant Purchase Agreement by and among Flint and Redquartz Atlanta, LLC (“Redquartz”) dated January 29, 2009 (the “Redquartz Stock and Warrant Purchase Agreement”);

(f) Flint Warrant Certificate to Redquartz dated January 29, 2009 (the “Warrant”);

(g) Stock Purchase Agreement by and among Flint and David Tracey dated January 29, 2009;

(h) Employment Agreement by and among Flint and Bill Burbank dated January 29, 2009; and

(i) Agreement and Plan of Corporate Separation and Reorganization by and among Flint and Semotus, Inc. dated January 29, 2009.

ITEM 2.01  COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On January 29, 2009, five wholly owned subsidiaries of Flint Telecom Group, Inc. (“Flint”) merged with six wholly owned subsidiaries of China Voice Holding Corp. (“CHVC”) in exchange for 21,000,000 shares of our restricted common stock and $1,500,000 in cash, $500,000 of which was paid at the Closing, a second installment in the amount of $500,000 to be paid on February 12, 2009 and the remaining $500,000 to be paid on March 31, 2009, pursuant to the Merger Agreement.  The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

The CHVC subsidiary companies that Flint acquired provide the following telecom services and / or distribute the following telecom products:

· CVC  Int’l, Inc. was  established  in January  2007, and is a provider of wholesale VoIP telecommunications services located in South Florida.

· Cable and Voice Corporation  was  established  on June 1,  2008,  and is a master distributor of advanced  broadband  products and services located in Tampa, Florida.

· StarCom  Alliance, Inc. was established  in  January  2008, and is a master distributor of prepaid cellular products and services.

· Phone House Inc.  of Florida was established on March 6, 2008, Phone House, Inc. of California was established on June 12, 2001 (and subsequently acquired by CHVC in June 2007) and Dial-Tone Communication Inc. was established on July 19, 2007; each provides discount calling cards that enable users who purchase cards in the United States to call China, India, Mexico, Africa, South America,  Brazil,  Bangladesh,  and other countries throughout the world at significant savings.

As part of the closing of the transaction and in addition to the issuance of the common stock and cash paid as noted above, Flint also acquired 15,000,000 shares of restricted common stock of CHVC in exchange for $1,500,000, $750,000 of which will be paid on February 27, 2009 and the remaining $750,000 to be paid on April 30, 2009, pursuant to the CHVC Stock Purchase Agreement.Additionally, Flint issued a Promissory Note to CHVC dated January 29, 2009, in an amount of $7,000,000, pursuant to which Flint is obligated to make payments as follows: $2,333,333.33 on or before December 31, 2009; $2,333,333.33 on or before July 31, 2010, and $2,333,333.34, plus any remaining balance due on the Note on or before December 31, 2010 (the “Note”). The Note shall not bear any interest pre-default; The Note will bear interest at Eighteen percent (18%) per year for any period of time when a payment is past due.15,000,000 shares of CHVC restricted common stock are attached to the Note as collateral, pursuant to a Security Agreement.  The foregoing description of the Stock Purchase Agreement, Note and Security Agreement are qualified in their entirety by reference to the full text of the Stock Purchase Agreement, Note and Security Agreement, which are attached hereto as Exhibits 4.1, 4.2 and 4.3, and are incorporated herein by reference.

In determining the amount of cash and number of common shares of Flint to be issued to CHVC in the merger, their respective managements placed primary value on the Targets’ assets, including the ongoing involvement of Bill Burbank in operating the Targets and bringing cost savings to be achieved through economies of scale to Flint, as the Parent Company.  Additional factors that were considered were the operational synergies between the two companies, and the ability to reduce a material amount of expenses through consolidation of the companies.  Management expects the merger to result in a profitable ongoing business with meaningful revenues and, in the short term, to give management the ability to raise adequate operating capital so that the combined company can reach profitability sooner together as a combined entity, rather than continuing to operate independently.

In order to finance the transaction, Flint simultaneously entered into a Common Stock and Warrant Purchase Agreement with Redquartz Atlanta, LLC (“Redquartz”), in which Flint sold to Redquartz 5,454,545 shares of Flint restricted common stock at $0.275 per share and issued 3,750,000 warrants to purchase shares of Flint’s common stock at $0.40 per share, having a three year term and a cashless exercise provision, in exchange for $1,500,000. Additionally, on January 29, 2009, Flint entered into a Stock Purchase Agreement with Mr. David Tracey, in which we sold 1,454,545 shares of restricted common stock at $0.275 per share to Mr. Tracey in exchange for $400,000. The foregoing description of the common stock and warrant purchases are qualified in their entirety by reference to the full text of the Common Stock and Warrant Purchase Agreement, the Warrant Certificate and the Stock Purchase Agreement, which are attached hereto as Exhibits 4.4, 4.5 and 4.6, and are incorporated herein by reference

Also as part of the closing of the transaction, Flint entered into an employment agreement with Mr. Bill Burbank, the CEO of CHVC and President of each of the Targets, effectuating the following:  (i) Mr. Burbank’s title is President and COO of Flint; (ii) Mr. Burbank was appointed as a member of Flint’s Board of Directors, and (iii) Mr. Burbank was issued 2,000,000 shares of restricted common stock vesting over a period of four years, such that ¼ of the shares shall vest at the first annual anniversary of the Effective Date, and quarterly thereafter so that 100% of the shares shall be fully vested at his four year anniversary with Flint. The foregoing description of Mr. Burbank’sEmployment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Additionally, as part of the closing of the transaction, two other executive officers from CHVC, John Iacovelli and Jose Ferrer,have become executive officers of Flint.  As a hiring and retention incentive, in lieu of issuing stock options under our existing stock option plan, our Board has approved the issuance of up to 1,000,000 shares of restricted common stock to these executive officers, which is subject to vesting over a period of four years such that 25% of the shares vest at their first annual anniversary and 6.25% of the shares vest quarterly thereafter so that 100% shall be fully vested at the end of four years

Therefore, on a fully diluted basis, taking into consideration (i) our outstanding stock on the date of the closing, (ii) the stock issuance to CHVC as part of the Merger Agreement (iii) the stock issuance to Mr. Burbank under his employment agreement, (iv) the aggregate number of share of stock and shares underlying the warrants issued to Redquartz in exchange for its$1,500,000 investment (iv) the aggregate number of shares of stock issued to Mr. Tracey in exchange for his $400,000 investment, (v) the stock we intend to issue to other key employees as described above,and (vi) the aggregate number of shares underlying our outstanding convertible promissory notes, stock options and warrants, we have an aggregate of approximately 100,000,000 shares outstanding.  As a result of all of the transactions described above and effective as of the closing, the existing Flint shareholders now own approximately 76%, and CHVC and its shareholders now own approximately 24% of our total outstanding shares on a fully-diluted basis.

On January 29, 2009, Flint issued a press release with respect to the merger transaction with CHVC.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information contained in the attached press release is “furnished” but not “filed” for purposes of the Securities Exchange Act of 1934, as amended.

Additionally, on January 29, 2009, Flint sold all of the assets and liabilities of its ‘Semotus Business’ or ‘Solutions Division’ to Mr. Anthony LaPine for 3,508,000 shares of restricted common stock of Flint owned by Mr. LaPine. Mr. LaPine exercised his right to purchase the Semotus Business/Solutions Division from Flint, in accordance with Section 8.2(f) of the Contribution Agreement by and among Semotus Solutions, Inc. (now named Flint Telecom Group, Inc., and referred to as “Flint”) and Flint Telecom, Inc. dated April 23, 2008, attached hereto as Exhibit 2.2, in exchange for 3,508,000 shares of restricted common stock of Flint owned by Mr. LaPine.  This transaction was further clarified and consummated by the Agreement and Plan of Corporate Separation and Reorganization by and among Flint and Semotus, Inc. executed as of January 29, 2009, pursuant to which Flint transferred all of the assets and properties, subject to all the liabilities, debts, obligations and contracts, of the Solutions Division to Semotus, Inc. in exchange for Mr. LaPine’s 3,508,000 shares of restricted common stock of Flint. The “Semotus Business”, as set forth in Section 7.18 of the Contribution Agreement, is defined as the operations of Semotus as conducted immediately prior to the acquisition transaction of Flint that closed on October 1, 2008, and does not reflect the business operations of Flint acquired in connection with that transaction. The foregoing description of the Semotus Business disposition is qualified in its entirety by reference to the full text of the Agreement and Plan of Corporate Separation and Reorganization, which is attached hereto as Exhibit 2.3 and is incorporated herein by reference.

ITEM 2.03  CREATION OF A DIRECT FINANCIAL OBLIGATION

The information set forth in Item 2.01 above is incorporated herein by reference as it relates to Flint’s obligation to pay a total of $1,500,000 to CHVC pursuant to the Merger Agreement, $1,500,000 to CHVC pursuant to the Stock Purchase Agreement and Flint’s obligation to pay a total of $7,000,000 to CHVC pursuant to the Note, attached as Exhibits 2.1, 4.1 and 4.2, respectively.

ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES

The information set forth in Item 2.01 above is incorporated herein by reference as it relates to the issuance of 21,000,000 shares of restricted common stock to China Voice Holding Corp., the issuance of a total of 3,000,000 shares of restricted common stock to Messrs. Burbank, Iacovelli and Ferrer, vesting over a period of four years, the issuance of an aggregate of 5,454,545 shares of restricted common stock and 3,750,000 shares underlying the warrants issued to Redquartz Atlanta, LLCin exchange forits $1,500,000 investment into Flint, and the issuance of 1,454,545 shares of restricted common stock to Mr. David Tracey in exchange for his investment of $400,000 into Flint.

We believe our offering and sale of the securities in the above transaction, made only to accredited investors and certain persons outside of the United States, were exempt from registration under Section 4(2) of the Securities Act and Regulation S.  The certificates representing the securities issued contain a legend to the effect that such securities were not registered under the Securities Act and may not be transferred except pursuant to an effective registration statement or pursuant to an exemption from such registration requirements.  

ITEM 5.02  DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

The information set forth in Item 2.01 above is incorporated herein by reference, as it relates to Mr. Bill Burbank. Effective January 29, 2009, we appointed Mr. Bill Burbank as our President, Chief Operating Officer and as a new member to our Board of Directors.Additionally, on January 29, 2009, we appointed Stephen Keaveney and Garrett A. Sullivan as new members of our Board of Directors.  To effectuate these new board appointments, our board of directors took such actions as was necessary to increase the size of the Flint board of directors to seven directors, with the vacancies created by such board increase filled by Mr. Burbank, Mr. Keaveney and Mr. Sullivan.Neither Mr. Burbank nor Mr. Keaveney qualify as“independent” directors, as that term is defined by the NASDAQ Stock Market and the SEC, and they will not be serving on any Board Committees.  

Also effective as of January 29, 2009, we appointed John Iacovelli as our Chief Technology Officer and Jose Ferrer as our Executive Vice President of Business Development.

The following is a description of the business experience of Messrs. Burbank, Keaveney, Garrett, Iacovelli and Ferrer for at least the past five years:

Bill Burbank, age 50. Bill Burbank is also currently serving as China Voice Holding Corp.’s Chief Executive Officer, President and a Director, and has been in those positions since September 2006.  Mr. Burbank  brings more than 25 years of  success in business development and operations  experience to the company. He has extensive experience  in  working  with  both  private  and  public  emerging   technology development  companies  in the U.S., Canada  and Asia.  He was Chief Executive Officer of DTNet Technologies from April 2006 until it was acquired by CHVC, where he became its Chief Executive Officer.  Prior to that, Mr. Burbank was Chief Operating Officer of VoIP, Inc. from December 2004 to February 2006, where he managed the operations of multiple subsidiaries in the telecommunications market with combined annual  revenues over $40 million.  Mr. Burbank was Vice President of Business Development  and Chief  Marketing  Officer for Pony Express U.S.A., Inc., a package delivery company, from October 2002 to November 2004.

Stephen Keaveney, age 44.  Mr. Keaveney is a serial entrepreneur and business consultant. In 2007 he founded Redquartz Atlanta, LLC and Atlanta Property Fund, LLC, vehicles to invest in property development opportunities in the Southeastern U.S.  He also founded M3 Lighting, LLC, a distributor of indoor lighting products. In 2005 Mr. Keaveney founded, built and exited through a trade sale, Broadworks Communications Ltd.  Mr. Keaveney also founded Montaigne Investments through a merger of Keaveney Ventures, which was sold in December 2005.  From 2001 to 2005 he founded and built a successful corporate finance consultancy business based in Dublin, Ireland, named Keaveney Ventures, which advised Irish businesses on fundraising, acquisition and strategic matters. From 1999- 2001, Mr. Keaveney was a founding manager and shareholder of eTel Group, a telecommunications company that provides voice, data and Internet services to corporate customers in Central Europe. In 1989 Mr. Keaveney was a founder of Cable Management Ireland Limited (CMI) where he held the position of Finance Director, responsible for Business Development, from CMI’s inception in 1989 until its sale in 1999 to AT&T-owned Liberty Media Group. Mr. Keaveney is a former member of the Irish Government's Information Society Group, which advises Ireland's Prime Minister on the impact of information technology.  His previous experience also includes a position of Certified Public Accountant - Deloitte, New York City.  He holds a BA in Accounting from Villanova University (1986) and an MBA in Finance from Pepperdine University, 1988-1989. He is a Certified Public Accountant (CPA) in the State of Pennsylvania.

Garrett A. Sullivan, age 74.Mr. Sullivan was President of Applied Digital Solutions (ADS) from March 1995 until he retired in January 2002.  He served as a member of the Board of Directors of ADS from August 1995 until January 2002.  He was acting Secretary of ADS from March  1995 to  March  1996 and  acting  Chief Financial  Officer from March 1995 to February 1997. From 1993 to 1994 he was an Executive Vice President of Envirobusiness, Inc. From 1988 to 1993, he served as President and Chief Operating  Officer of two medium  sized  companies  in the electronics and chemical  industries  which were owned by Philips North America. He was previously a partner in the Bay Group, a merger and acquisition firm in New Hampshire from 1988 to 1993. From 1991 to 1998 Mr. Sullivan was President of Granada Hospital Group,  Burlington,  Massachusetts.  Mr.  Sullivan  received a Bachelor of Arts degree from Boston  University in 1960 and obtained an MBA from Harvard University in 1962.

John Iacovelli, age 53.  John Iacovelli served as China Voice Holding Corp.’s Chief Information Officer since October, 2006. Previously, he was Director of Special Projects, for VoIP, Inc. from October 2004 to February 2006,  where he was  responsible  for a variety of  technical initiatives.  Mr. Iacovelli was Chief Information Officer of Pony Express from July 2002 to September 2004, where he oversaw a network infrastructure spanning nine locations in Florida, and personally developed Microsoft  Windows(TM) and Internet-based  software for  customers  such as the State of Florida.  From May 1998 to August 2001, Mr. Iacovelli worked as a marketing manager in the speech recognition field for Registry Magic and Foresight Technologies.  Mr. Iacovelli worked at Clarion  Software as its Director of Marketing  from March 1994 to May 1998, where he launched the first Rapid Application  Development  environment to produce compiled executables for Microsoft  Windows(TM),  and later the first 32 bit   executables,   and  as  Vice  President  of  Marketing  at  its  successor corporation,  SoftVelocity,  from July 2001 to July 2002.  Before that, he was Senior Product  Manager at Expert Software from January 1990 to March 1994 where he  produced  many best  selling  software  titles in the retail  market such as Expert Home Design.

Jose Ferrer, age 53.  Jose Ferrer served as China Voice Holding Corp.’s Chief Operating Officer since January 7 2008. Mr. Ferrer has extensive international experience in leading people and project team, implementing and overseeing technology programs and administering budgets and operations.  Mr. Ferrer served as Executive  Vice  President of MacroVoice Networks  from  07/2001to  12/2002  where he managed  OEM  relations  with major companies  such as LG  Electronics  and Dell  amongst  others  for the supply of innovative voice and data platforms.  During his tenure at this company,  he was instrumental  in  sourcing,  contracting  and  launching  a  leading  edge  VoIP hardware/software solution which  connected to existing legacy PBX's to provide low cost LD service to corporate clients

Pursuant to the terms of his employment, Mr. Burbank will receive salary in the amount of $186,000 per year and 2,000,000 shares of restricted common stockvesting over a period of four years, such that ¼ of the shares shall vest at the first annual anniversary of the Effective Date, and quarterly thereafter so that 100% of the shares shall be fully vested at his four year anniversary with Flint.  However, during the time Mr. Burbank is an Officer of China Voice Holding Corp. he will be compensated as follows: January 2009, 60% of base monthly salary and for months thereafter , 90% of monthly base salary. Mr. Burbank will be entitled to participate in all of Flint’s employee benefit plans and Flint shall pay for 100% of the costs to provide him with “family” coverage for medical and dental insurance. If Mr. Burbank resigns from Flint at any time prior to his four year anniversary, he shall be entitled to all vested shares as of the date of resignation. If his employment is discontinued after the initial term of this agreement or if he is terminated without cause, Mr. Burbank shall be entitled to receive full vesting of all 2,000,000 shares. The foregoing description of the terms of employment of Mr. Burbank are qualified in their entirety by reference to the full text of Mr. Burbank’s Employment Agreement, which is attached hereto as Exhibits 10.1, and is incorporated herein by reference.

Pursuant to the terms of his employment, Mr. Iacovelli will receive salary in the amount of $100,000 per year and 500,000 shares of restricted common stock vesting over a period of four years, such that ¼ of the shares shall vest at the first annual anniversary of the Effective Date, and quarterly thereafter so that 100% of the shares shall be fully vested at his four year anniversary with Flint.  Mr. Iacovelli will also be entitled to participate in all of Flint’s employee benefit plans.

Pursuant to the terms of his employment, Mr. Ferrer will receive salary in the amount of $125,000 per year and 500,000 shares of restricted common stock vesting over a period of four years, such that ¼ of the shares shall vest at the first annual anniversary of the Effective Date, and quarterly thereafter so that 100% of the shares shall be fully vested at his four year anniversary with Flint.  Mr. Ferrer will also be entitled to participate in all of Flint’s employee benefit plans.

ITEM 9.  FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Business Acquired. The required financial statements will be filed as soon as practicable, but not later than 71 calendar days after the date by which this report on Form 8-K must be filed.     

(b) Pro Forma Financial Information. The required pro forma financial information will be filed as soon as practicable, but not later than 71 calendar days after the date by which this report on Form 8-K must be filed.

(c) Exhibits.  The following exhibits are filed with this report:

Exhibit Number --------------------	Description ---------------
2.1	Agreement and Plan of Merger dated January 29, 2009 by and among Flint, Flint Acquisition Corps. (A-E), each a wholly owned subsidiary of Flint, CHVC, CVC Int’l Inc., Cable and Voice Corporation, StarCom Alliance Inc, Dial-Tone Communication Inc, Phone House Inc. (of Florida) and Phone House, Inc. (of California) dated January 29, 2009.
2.2*	Contribution Agreement by and among Semotus Solutions, Inc. and Flint Telecom, Inc. dated April 23, 2008.
2.3	Agreement and Plan of Corporate Separation and Reorganization by and among Flint Telecom Group, Inc. and Semotus, Inc. dated January 29, 2009.
4.1	Stock Purchase Agreement by and among China Voice Holding Corp. and Flint Telecom Group, Inc. dated January 29, 2009.
4.2	Promissory note issued from Flint Telecom Group, Inc. to China Voice Holding Corp. dated January 29, 2009.
4.3	Security Agreement by and among Flint Telecom Group, Inc. and China Voice Holding Corp. dated January 29, 2009.
4.4	Common Stock and Warrant Purchase Agreement by and among Flint Telecom Group, Inc. and Redquartz Atlanta, LLC dated January 29, 2009.
4.5	Warrant Certificate issued to Redquartz Atlanta, LLC dated January 29, 2009.
4.6	Common Stock Subscription Agreement by and among Flint Telecom Group, Inc. and David Tracey dated January 29, 2009.
10.1	Employment Agreement by and among Flint Telecom Group, Inc. and Mr. Bill Burbank dated January 29, 2009.
99.1	Press release of Flint Telecom Group, Inc. dated January 29, 2009.

*Incorporated by reference to the Registrant’s SEC Form 8-K filed on April 29, 2008.

                                                        SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

	FLINT TELECOM GROUP, INC.
	By: /s/  Vincent Browne
Date:  February 4, 2009	Vincent Browne,
	Chief Executive Officer

EX-2.1

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

Flint Telecom Group, Inc.,

Flint Acquisition Corps. (A-E),

China Voice Holding Corp.

AND

CVC Int’l Inc., Phone House Inc (California), Cable and Voice Corporation,

StarCom Alliance Inc, Dial-Tone Communication Inc, and Phone House Inc. (Florida)

DATED AS OF JANUARY 29, 2009

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

This Agreement and Plan of Merger and Reorganization made this date by and between Flint Telecom Group Inc., a Nevada Corporation ("PARENT"), Flint Acquisition Corps. (A-E), and/or assigns, each a wholly-owned subsidiary of Parent and a Florida Corporation, ("MERGER SUBS"), CVC Int’l Inc. a Florida Corporation (“CVC”), Phone House Inc, a California Corporation ("PHC"), Cable and Voice Corporation, A Florida Corporation (“C&V”), StarCom Alliance Inc, a Florida Corporation (“SCA”), Dial-Tone Communication Inc, A Florida Corporation (“DTC”), and Phone House Inc, a Florida Corporation (“PHF”), each a wholly-owned subsidiary of CHVC and collectively referred to as the “Targets”; and China Voice Holding Corp., A Nevada Corporation (“CHVC” or "Shareholder"). Parent, Merger Subs, Targets, and Shareholder are referred to collectively herein as the "Parties."

PREAMBLE

The respective Boards of Directors of Parent, Merger Subs, CHVC and Targets are of the opinion that the transactions described herein are in the best interests of the Parties to this Agreement and their respective stockholders. This Agreement provides for the acquisition of Targets by Parent pursuant to the merger of Merger Subs with and into Targets. At the Effective Time (as defined in Section 1.2) of such merger, the outstanding shares of the capital stock of Targets shall be converted into the right to receive the cash, and the shares of the common stock of Parent, as provided below. As a result, Shareholder of Targets shall become a stockholder of Parent and each of the Targets shall continue to conduct the business and operations of Targets as a wholly owned subsidiary of Parent. The transactions described in this Agreement are subject to the satisfaction of certain other conditions described in this Agreement. It is the intention of the Parties to this Agreement that the Merger for federal income tax purposes shall qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code and that this Agreement shall constitute a "plan of reorganization" for the purposes of the Internal Revenue Code.

NOW, THEREFORE, in consideration of the above and the mutual warranties, representations, covenants, and agreements set forth herein, the parties agree as follows:

ARTICLE 1.  TRANSACTIONS AND TERMS OF MERGER

1.1           THE MERGER.  At the Effective Time and subject to and upon the terms and conditions of this Agreement, Merger Subs shall be merged with and into Targets (the "MERGER"). As a result of the merger, the separate corporate existence of Merger Subs shall cease and Targets shall continue as the surviving corporations (sometimes hereinafter referred to as the "SURVIVING CORPORATIONS") of the Merger, each as a wholly owned Subsidiary of Parent under the corporate name it possesses immediately prior to the Effective Time and shall succeed to and assume all of the rights and obligations of Merger Subs in accordance with the laws of Florida. The Merger shall be consummated pursuant to the terms of this Agreement and the Plan

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of Merger, which has been approved and adopted by the respective Boards of Directors of Parent, CHVC and Targets, and by the Shareholder.

1.2           CLOSING; EFFECTIVE TIME.  Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing Articles of Merger with the Secretary of States of Florida in accordance with the relevant provisions of the Florida Business Corporation Act (FBCA) respectively, and, as it relates to PHC, with the Secretary of State of California in accordance with the relevant provisions of the California Business Corporation Act (CBCA). The time of such filing (or such later time as may be agreed in writing by Targets and the Parent) being the "EFFECTIVE TIME" as soon as practicable on or after the Closing Date (as herein defined). The closing of the Merger (the "CLOSING") shall take place no later than January 30, 2009, at the offices of Shareholder, or at such time, date and location as may be mutually agreed by the Parties (the "CLOSING DATE").

1.3           EFFECT OF THE MERGER. At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of the FBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the property, rights, privileges, powers and franchises of Targets and Merger Subs shall vest in each Surviving Corporation, and all debts, liabilities and duties of Targets and Merger Subs shall become the debts, liabilities and duties of each Surviving Corporation.

1.4           ARTICLES OF INCORPORATION; BYLAWS. At the Effective Time, the Articles of Incorporation of Targets, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of each Surviving Corporations until duly amended or repealed. The Bylaws of Targets, as in effect immediately prior to the Effective Time, shall be the Bylaws of each Surviving Corporation and thereafter shall continue to be its bylaws until duly amended or repealed.

1.5           DIRECTORS AND OFFICERS. Unless otherwise determined by Parent and Targets prior to the Effective Time of Merger, the directors and officers of Merger Sub in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the initial directors of the Surviving Corporation from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation. Immediately prior to the Effective Time, all directors of the Targets shall resign, except Bill Burbank, and Mr. Burbank shall take all necessary action to fill the resulting vacancies on the Board of Directors of the Targets by electing Vincent Browne and one other person designated by Parent to the Board of Directors of Targets, and such directors shall be the directors of each Surviving Corporation at the Effective Time.  Such directors will hold office until their respective successors are duly elected or appointed and qualify in the manner provided in the Certificate of Incorporation and bylaws of each Surviving Corporation, or as otherwise provided by applicable law.

1.6           CONVERSION OF SHARES. Subject to the provisions of this Section 1.6, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Targets, Shareholder or the stockholders or members of any of the foregoing, the shares of the constituent corporations shall be converted as follows:

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(a)Each share of capital stock of Parent issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time.

(b)All shares of Targets common stock (the "Targets Common Stock") issued and outstanding immediately prior to the Effective Time, other than any shares of Targets Common Stock to be canceled pursuant to Section ARTICLE 1.4.1(c) below, will be canceled and extinguished and automatically converted into the right to receive:

(i)a cash payment, paid to Shareholder, at the Closing Date equal to $500,000.00. In addition to the aforementioned amount paid at the Closing Date, the Parent will pay an additional amount of $500,000.00 on February 12, 2009 and an additional amount of $500,000 on March 31, 2009, for a total payment of $1,500,000.00.

(ii)21,000,000 shares of the restricted common stock of Parent issued to Shareholder at the Closing (the "Merger Stock").

(c)CANCELLATION OF TARGETS OWNED STOCK. Each share of Targets Common Stock held by Targets or any direct or indirect wholly-owned subsidiary of Targets immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof.

(d)ADJUSTMENTS TO CONVERSION. The conversion rights of the Shareholder shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock), reorganization, recapitalization or other like change with respect to Parent Common Stock occurring after the date hereof and prior to the Effective Time.

(e)FRACTIONAL SHARES. No fractional shares of Parent Common Stock will be issued in connection with the Merger.

1.7           CANCELLATION OF INTERCOMPANY DEBT.  All indebtedness existing between Shareholder and Targets, and other subsidiaries of Shareholder shall be cancelled on the Closing Date.

1.8           EXCHANGE AGENT. Parent shall act as exchange agent for the Merger (the "EXCHANGE AGENT").

1.9           PARENT TO PROVIDE COMMON STOCK. Promptly after the Effective Time, Parent shall supply, or shall cause to be supplied, for exchange in accordance with this Section 1.9, certificates evidencing the Parent Common Stock issuable pursuant to Section 1.6(b)( ii) in exchange for outstanding shares of Targets Common Stock.

1.10           EXCHANGE PROCEDURES.  In addition to delivery of the Merger Cash at the Closing, Parent shall deliver to Shareholder a certificate evidencing the Merger Stock upon surrender of a certificate for cancellation of Shareholder’s Targets common stock to Parent.

1.11           REQUIRED WITHHOLDING.  The Parent and the Surviving Corporations shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant

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to this Agreement to any holder or former holder of Targets Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

1.12           NO LIABILITY.  Notwithstanding anything to the contrary in this Section 1.12, neither Parent, Merger Subs, Shareholder nor Targets shall be liable to any holder of shares of Targets Common Stock, Parent Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

1.13           LOST, STOLEN OR DESTROYED CERTIFICATES. In the event any Certificates shall have been lost, stolen or destroyed, the Parent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such shares of Targets Common Stock as may be required pursuant to this Agreement; provided, however, that Parent may, in its sole discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent with respect to the Certificates alleged to have been lost, stolen or destroyed.

1.14           NO FURTHER OWNERSHIP RIGHTS IN TARGETS COMMON STOCK. All shares of Parent Common Stock issued upon the surrender for exchange of shares of Targets Common Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Targets Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Targets Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Section 1.14.

1.15           ADDITIONAL ACTIONS. If, at any time after the Effective Time, the Surviving Corporation or Parent shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of the Targets or otherwise to carry out the purposes of this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of the Targets, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of the Targets, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out the purposes of this Agreement.

1.16           TAX AND ACCOUNTING CONSEQUENCES. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

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1.17           RESTRICTED STOCK. The shares of Parent Common Stock to be issued in connection with this Agreement will be issued in a transaction exempt from registration under the Securities Act by reason of Section 4(2) thereof, and Parent is relying on the representations of Targets and the Shareholder with respect to such exemption. There will be placed on the certificates for such shares, or shares issued in substitution thereof, a legend stating in substance:

"The securities represented hereby have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold, transferred or otherwise disposed of unless registered with the Securities and Exchange Commission of the United States and the securities regulatory authorities of applicable states or unless an exemption from such registration is available."

ADDITIONAL  RESTRICTIONS.   Shareholder  agrees  that  no securities  shall be sold in the public market for  twenty-four  months after the Closing Date, without the consent of Parent.  There will be placed on the certificates for such shares, or shares issued in substitution thereof, a legend stating in substance:

“The securities represented by this certificate are subject to restrictions on transfer set forth in the Agreement and Plan of Merger dated January 29, 2009, a copy of which may be obtained from the Secretary of the Company.  The securities may not be sold or otherwise disposed of prior to January 29, 2011.  This restriction is independent of and in addition to the other restrictions on transfer noted hereon.”

The foregoing legends will also be placed on any certificate representing securities issued subsequent to the original issuance of the Parent Common Stock pursuant to the Merger as a result of any transfer of such shares or any stock dividend, stock split, or other recapitalization as long as the Parent Common Stock issued pursuant to the Merger has not been transferred in such manner to justify the removal of the legend therefrom.

ARTICLE 2. TARGETS DELIVERIES

         2.1  Simultaneously with the execution of this Agreement, attached hereto and incorporated herein as Exhibits 2.1 to this Agreement, as of the Effective Date, each Target shall deliver to Parent the following:

                  (a) a list of all of the Targets’ cash balances;

                  (b) the Financial Statements, as defined in Section 3.11;

                  (c)  a list of all of the Targets’ accounts  payable and other  liabilities and contingent liabilities; and

                  (d) a list of all of the Targets’ employees  and the current  compensation of each employee,  all fringe  benefits  provided for each employee and all employee benefit plans.

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         2.2 DISCLOSURE LETTER. In each instance,  the delivery of the documents shall be accompanied by a  certification  ("Disclosure  Letter") from each of the Targets that the documents  or  information  are  true,  correct  and  complete  in all  material respects, subject to the following:

                  (a) the  documents and  information  will be subject to change based  on the  ordinary  course  of the Target's  business  up and  until  the Effective Time.

ARTICLE 3.  REPRESENTATIONS AND WARRANTIES OF TARGETS AND SHAREHOLDER

Each of the Targets and Shareholder, jointly and severally, hereby represent and warrant to Parent as follows:

3.1           ORGANIZATION, STANDING, AND POWER. Targets are each a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is organized, with full corporate power and authority to conduct its business as it is now being conducted and to own or use the properties and assets that it purports to own or use. Targets are is duly qualified or licensed to transact business as a foreign corporation in good standing in the States of the United States and foreign jurisdictions where the character of its assets or the nature or conduct of its business requires it to be so qualified or licensed, except for such jurisdictions in which the failure to be so qualified or licensed is not reasonably likely to have, individually or in the aggregate, a Targets material adverse effect. The minute book and other organizational documents for Targets have been made available to Parent for its review and are true and complete in all material respects as in effect as of the date of this Agreement and accurately reflect in all material respects all amendments thereto and all proceedings of the Board of Directors and stockholders thereof.

3.2           AUTHORITY OF TARGETS; NO BREACH BY AGREEMENT

(a)           Targets have the corporate power and authority necessary to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly approved by the Targets Board of Directors, as required by applicable law, and the Targets Board of Directors have, as of the date of this Agreement, determined (i) that the Merger is advisable and fair to, and in the best interests of Targets and its Shareholder and (ii) to recommend that the Shareholder of Targets approve and adopt this Agreement and approve the Merger.  The Shareholder, as the sole shareholder of Targets has adopted this Agreement and approved the Merger.

This Agreement, when executed and delivered by the Targets, represents a legal, valid, and binding obligation of Targets, enforceable against Targets in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy

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of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

(b)           Neither the execution and delivery of this Agreement by Targets, nor the consummation by Targets of the transactions contemplated hereby, nor compliance by Targets with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of Targets Articles of Incorporation or Bylaws or the certificate or articles of incorporation or bylaws of any Targets Subsidiary or any resolution adopted by the board of directors or the stockholders of Targets, or (ii) constitute or result in a default under, or require any consent pursuant to, or result in the creation of any lien on any asset of Targets under, any contract or permit of Targets, where such default or lien, or any failure to obtain such consent, is reasonably likely to have, individually or in the aggregate, a Targets material adverse effect, or, (iii) constitute or result in a default under, or require any consent pursuant to, any law or order applicable to Targets or any of its material assets.

 (c)           Targets are not or will not be required to give any notice to or obtain any consent from any person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the contemplated transactions.

3.3           CAPITAL STOCK

(a)           The authorized capital stock of Targets consists solely of shares of Targets Common Stock, all of which issued and outstanding shares as of the date of this Agreement are owned by Shareholder. All of the issued and outstanding shares of Targets Capital Stock are duly and validly issued and outstanding and are fully paid and nonassessable under the FBCA and, as it relates to PHC, under the CBCA. None of the outstanding shares of Targets capital stock have been issued in violation of any preemptive rights of the current or past stockholders of Targets.

(b)           Except as set forth in Section 2.3(a) above, there are no shares of capital stock or other equity securities of Targets outstanding and no outstanding equity rights relating to the capital stock or equity securities of Targets.

3.4           TARGETS SUBSIDIARIES. Targets have no Subsidiaries, except that Phone House Inc. of CA is a wholly owned subsidiary of Phone House Inc. of FL.

3.5 Compliance with Laws.  Targets have in effect all permits necessary for it to own, lease, or operate its material assets and to carry on its business as now conducted, except for those permits the absence of which are not reasonably likely to have, individually or in the aggregate, a Targets material adverse effect, and there has occurred no default under any such permit, other than defaults which are not reasonably likely to have, individually or in the aggregate, a Targets material adverse effect. Each of the Targets:

(a)           is not in default under any of the provisions of its Articles of Incorporation or Bylaws (or other governing instruments);

(b)           is not in default under any laws, orders, or permits applicable to its business or employees conducting its business, except for defaults which are not reasonably likely to have, individually or in the aggregate, a Targets material adverse effect; or

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(c)           has not received any notification or communication from any agency or department of federal, state, or local government or any regulatory authority or the staff thereof (i) asserting that Targets is not in compliance with any of the laws or orders which such governmental authority or regulatory authority enforces, where such noncompliance is reasonably likely to have, individually or in the aggregate, a Targets material adverse effect, (ii) threatening to revoke any permits, the revocation of which is reasonably likely to have, individually or in the aggregate, a Targets material adverse effect, or (iii) requiring Targets to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or to adopt any Board resolution or similar undertaking.

Copies  of all  reports,  correspondence,  notices  and other documents relating to any inspection,  audit, monitoring or other form of review or enforcement  action by a regulatory  authority has been provided to Parent prior to the execution of this Agreement, and any and all documents received between the Effective Date and the Closing Date shall made  immediately available  to Parent.

3.6 Legal Proceedings. There is no litigation instituted or pending, or, to the knowledge of Targets, threatened (or unasserted but considered probable of assertion and which if asserted would have at least a reasonable probability of an unfavorable outcome) against Targets, or against any director, employee or employee benefit plan of Targets, or against any asset, interest, or right of any of them, that is reasonably likely to have, individually or in the aggregate, a Targets material adverse effect, nor are there any orders of any regulatory authorities, other governmental authorities, or arbitrators outstanding against Targets, that are reasonably likely to have, individually or in the aggregate, a Targets material adverse effect. Targets are not involved in or, to the knowledge of Targets, reasonably anticipate any dispute with any of its current or former employees, agents, brokers, distributors, vendors, customers, business consultants, representatives or independent contractors (or any current or former employees of any of the foregoing persons).

3.7 TAX MATTERS.

(a)           All Tax Returns required to be filed by or on behalf of any of the Targets have been timely filed or requests for extensions have been timely filed, granted, and have not expired on or before the date of the most recent fiscal year end immediately preceding the Effective Time, except to the extent that all such failures to file, taken together, are not reasonably likely to have a Parent material adverse effect, and all Tax Returns filed are complete and accurate in all material respects to the Knowledge of Targets and Shareholder. All Taxes shown on filed Tax Returns have been paid. As of the date of this Agreement, there is no audit examination, deficiency, or refund litigation with respect to any Taxes that is reasonably likely to result in a determination that would have, individually or in the aggregate, a material adverse effect, except as reserved against in the Financial Statements delivered prior to the date of this Agreement. All Taxes and other Liabilities due with respect to completed and settled examinations or concluded litigation have been paid.

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(b)           None of the Targets has executed an extension or waiver of any statute of limitations on the assessment or collection of any tax due (excluding such statutes that relate to years currently under examination by the Internal Revenue Service or other applicable taxing authorities) that is currently in effect.

(c)           The provision for any taxes due or to become due for any of the Targets for the period or periods through and including the date of the respective Financial Statements that has been made and is reflected on such Financial Statements is sufficient to cover all such Taxes.

(d)           Deferred Taxes of the Targets have been provided for in accordance with GAAP.

(e)           None of the Targets is a party to any Tax allocation or sharing agreement and none of the Targets has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was Parent) has any Liability for Taxes of any Person (other than Parent and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law) as a transferee or successor or by Contract or otherwise.

(f)           Tax and Regulatory Matters. Neither Targets nor any affiliate thereof has taken or agreed to take any action or has any Knowledge of any fact or circumstance that is reasonably likely to (i) prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, or (ii) materially impede or delay receipt of any consents of regulatory authorities referred to in Section  6.1(b) or result in the imposition of a condition or restriction of the type referred to in the last sentence of such Section 6.1(b).

3.8 Statements True and Correct.  No statement, certificate, instrument or other writing furnished or to be furnished by Targets pursuant to this Agreement contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

3.9  Disclosure.  Each of the Targets and Shareholder has fully provided Parent with all the information that has been requested for deciding whether to enter into this transaction and all information that the Targets and Shareholder believes is reasonably necessary to enable Parent to make such a decision, including the Target’s projections described in the business plan (the “Business Plan”), as set forth in Disclosure Schedule 3.9.  No representation or warranty of the Targets contained in this Agreement and the exhibits attached hereto, any certificate furnished or to be furnished to Parent at the Closing, or the Business Plan (when read together) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.  The Business Plan and the financial and other projections were prepared in good faith by the Shareholder.

3.10  Absence of Breaches or Defaults.  Disclosure Schedule 3.10 sets forth a list of each of the Targets’ contracts that are material to its business and operations (the “Contracts”). All of the Contracts are valid and in full force and effect.  The Targets have duly performed all of their obligations under the Contracts, and no violation of, or default or breach under any contract has accrued.

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3.11   Financial Statements.  The Financial Statements (1) are in accordance with the books and records of each of the Targets, (2) except as set forth in Schedule 3.11 or in the notes to the Financial Statements, have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods covered thereby and (3) fairly and accurately present the assets, liabilities (including all reserves) and financial position of the Targets as of the respective dates thereof and the results of operations and changes in cash flows for the periods then ended. The Financial Statements for the fiscal year ended June 30, 2008 have been audited by Jimmy C.H. Cheung and Co., an independent certified public accountant; the Financial Statements for the quarter ended September 30, 2008 have been compiled by Shareholder.  At the respective dates of the Financial Statements, there were no material liabilities of the Company, which, in accordance with generally accepted accounting principles, should have been shown or reflected in the Financial Statements or the notes thereto, which are not shown or reflected in the Financial Statements or the notes thereto.  Additionally, there has been no material adverse change to the businesses of the Targets from the date of these Financial Statements to the Closing Date.

3.12 Litigation.  Except as disclosed in Schedule 3.12, there is no action, order, writ, injunction, judgment or decree outstanding or any claim, suit, litigation, proceeding, labor dispute, arbitral action, governmental audit or investigation (collectively, “Actions”) pending, threatened or anticipated (a) against, related to or affecting: (1) any of the Targets, (2) any officers or directors of the Targets, or (3) the Shareholder, (b) seeking to delay, limit or enjoin the transactions contemplated by this Agreement, (c) that involve the risk of criminal liability, or (d) in which a Target is a plaintiff, including any derivative suits.  None of the Targets are in default with respect to or subject to any judgment, order, writ, injunction or decree of any court or governmental agency, and there are no unsatisfied judgments.

3.13  Liabilities.  The Targets do not have any material liabilities, obligations or commitments of any nature (whether absolute, accrued, contingent or otherwise and whether matured or unmatured), including without limitation tax liabilities due or to become due, except (1) liabilities which are reflected and reserved against on the Financial Statement, which have not been paid or discharged since the date thereof, (2) liabilities arising under contracts, leases, letters of credit, purchase orders, licenses, Permits, purchase agreements and other agreements, business arrangements and commitments described in the Disclosure Schedule 3.10 (and under those Contracts which are not required to be disclosed on the Disclosure Schedule) and (3) liabilities incurred since the date of the Financial Statement in the ordinary course of business and consistent with past practice and in accordance with this Agreement, or listed in Disclosure Schedule 2.1 (none of which relates to any breach of Contract, breach of warranty, tort, infringement or violation of law or arose out of any Action) which, individually or in the aggregate, has or would have a material adverse effect.

3.14  Material Misstatements Or Omissions.  No representations or warranties by the Targets or the Shareholder in this Agreement, nor any document, exhibit, statement, certificate or schedule heretofore or hereafter furnished to the Parent pursuant hereto, or in connection with the transactions contemplated hereby, including without limitation the Disclosure Schedule, contains any untrue statement of a material fact, or omits to state any material fact necessary to make the

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statements or facts contained therein not misleading.  The Targets and the Shareholder have disclosed all events, conditions and facts materially affecting the business, prospects and financial condition of the Targets.

ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER

The Shareholder hereby represents and warrants to Parent and Merger Subs that the following representations and warranties are, as of the date hereof, and will be, as of the Closing Date, true and correct:

4.1           Title.  The Shareholder holds of record and holds beneficially 100% of the issued and outstanding shares of common stock of each of the Targets, free and clear of any and all encumbrances or other restrictions on transfer.  Other than this Agreement, the Shareholder is not a party to any voting trust, proxy or other agreement or understanding with respect to any capital stock of the Targets.

4.2           Execution and Effect of Agreement.  The Shareholder has the full right, power and authority to execute and deliver this Agreement and to perform her obligations hereunder, and to consummate the transactions contemplated hereby.  The execution and delivery of this Agreement by the Shareholder, and the consummation by the shareholder of the transactions contemplated hereby have been duly authorized by all necessary action (corporate or otherwise) and no other proceeding on the part of the Shareholder is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby.  This Agreement has been duly executed and delivered by the Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against the shareholder in accordance with its terms.

           ARTICLE 5.                                REPRESENTATIONS AND WARRANTIES OF MERGER SUBS AND PARENT.

Merger Subs and Parent, jointly and severally, hereby represent and warrant to Targets and Shareholder  as follows:

5.1           ORGANIZATION, STANDING, AND POWER. Each of Merger Subs and Parent is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and each of Merger Subs and Parent has all requisite corporate power and authority to own, lease and operate its assets and to carry on its business as now being conducted. Each of Merger Subs and Parent is duly qualified to transact business, and is in good standing, as a foreign corporation in each jurisdiction where the character of its activities requires such qualification, except where the failure to so qualify would not have a material adverse effect on the assets, liabilities, results of operations, financial condition, business or prospects of, each of Merger Subs and Parent or it's respective subsidiaries taken as a whole.

5.2           AUTHORITY; NO BREACH BY AGREEMENT.

(a)           Each of Merger Subs and Parent has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the

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transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of each of Merger Subs and Parent. This Agreement represents a legal, valid, and binding obligation of Merger Sub and Parent, enforceable against each of Merger Subs and Parent in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

(b)           Neither the execution and delivery of this Agreement by each of Merger Subs and Parent, nor the consummation by each of Merger Subs and Parent of the transactions contemplated hereby, nor compliance by each of Merger Subs and Parent with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of each of Merger Subs and Parent's Certificate of Incorporation or Bylaws, or (ii) constitute or result in a default under, or require any Consent pursuant to, or result in the creation of any Lien on any asset of any of Merger Subs, Parent or any subsidiary or controlled entity of Parent ("Parent Entity") under, any contract or permit of any of Merger Subs, Parent or Parent Entity, where such default or lien, or any failure to obtain such consent, is reasonably likely to have, individually or in the aggregate, a Merger Sub or Parent material adverse effect, constitute or result in a default under, or require any consent pursuant to, any law or order applicable to any Parent Entity or any of their respective material assets.

(c)           Other than such consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Merger Subs or Parent material adverse effect, no notice to, filing with, or consent of, any public body or authority is necessary for the consummation by each of Merger Subs and Parent of the Merger and the other transactions contemplated in this Agreement.

5.3           CAPITALIZATION OF MERGER SUB AND PARENT.

(a)           The authorized capital stock of Parent consists of one hundred million (100,000,000) shares of common stock, $.01 par value per share of which forty three million three hundred sixty-nine thousand seventy six (43,369,076) shares were issued and outstanding as of November 1, 2008.

(b)           The authorized capital stock of Merger Subs consists of 1,000,000 shares of common stock, $.001 par value per share of which 1,000 shares will be issued and outstanding as of the Closing Date.

5.4           SEC FILINGS; FINANCIAL STATEMENTS.

(a)           Parent has timely filed and made available to Targets all SEC Documents required to be filed by Parent, (the "Parent SEC Reports") . The Parent SEC Reports (i) at the time filed or published, complied in all material respects with the applicable requirements of the Securities Laws and  other applicable Laws and (ii) did not, at the time they were filed (or, if  amended or

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superseded by a filing prior to the date of this Agreement, then on  the date of such filing) contain any untrue statement of a material fact or omit  to state a material fact required to be stated in such Parent SEC Reports or  necessary in order to make the statements in such Parent SEC Reports, in light  of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.

(b)           Each of the Parent Financial Statements  (including, in each case, any related notes) contained in the Parent SEC  Reports, filed or published after the date of this Agreement  until the Effective Time, complied as to form in all material respects with the  applicable published rules and regulations of the SEC with respect thereto, was  prepared in accordance with GAAP applied on a consistent basis throughout the  periods involved (except as may be indicated in the notes to such financial  statements or, in the case of unaudited interim statements, as permitted by Form  10-Q of the SEC), and fairly presented in all material respects the consolidated  financial position of Parent and its Subsidiaries as at the respective dates and  the consolidated results of operations and cash flows for the periods indicated,  except that the unaudited interim financial statements were or are subject to  normal and recurring year-end adjustments which were not or are not expected to  be material in amount or effect.

5.5           ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as disclosed in the Parent SEC Reports filed or published prior to the date of this Agreement, there have been no events, changes or occurrences (whether or not covered by insurance) which have had, or are reasonably likely to have, individually or in the aggregate, a Parent or Merger Subs material adverse effect.

5.6           TAX MATTERS.

(a)           All Tax Returns required to be filed by or on behalf of any of the Parent Entities have been timely filed or requests for extensions have been timely filed, granted, and have not expired on or before the date of the most recent fiscal year end immediately preceding the Effective Time, except to the extent that all such failures to file, taken together, are not reasonably likely to have a Parent material adverse effect, and all Tax Returns filed are complete and accurate in all material respects to the Knowledge of Parent. All Taxes shown on filed Tax Returns have been paid. As of the date of this Agreement, there is no audit examination, deficiency, or refund litigation with respect to any Taxes that is reasonably likely to result in a determination that would have, individually or in the aggregate, a Parent material adverse effect, except as reserved against in the Parent Financial Statements delivered prior to the date of this Agreement. All Taxes and other Liabilities due with respect to completed and settled examinations or concluded litigation have been paid.

(b)           None of the Parent Entities has executed an extension or waiver of any statute of limitations on the assessment or collection of any tax due (excluding such statutes that relate to years currently under examination by the Internal Revenue Service or other applicable taxing authorities) that is currently in effect.

(c)           The provision for any taxes due or to become due for any of the Parent Entities for the period or periods through and including the date of the respective Parent Financial Statements that has been made and is reflected on such Parent Financial Statements is sufficient to cover all such Taxes.

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(d)           Deferred Taxes of the Parent Entities have been provided for in accordance with GAAP.

(e)           None of the Parent Entities is a party to any Tax allocation or sharing agreement and none of the Parent Entities has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was Parent) has any Liability for Taxes of any Person (other than Parent and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law) as a transferee or successor or by Contract or otherwise.

5.7           COMPLIANCE WITH LAWS. Each Parent Entity has in effect all permits necessary for it to own, lease or operate its material Assets and to carry on its business as now conducted, except for those permits the absence of which are not reasonably likely to have, individually or in the aggregate, a Parent material adverse effect, and there has occurred no default under any such permit, other than defaults which are not reasonably likely to have, individually or in the aggregate, a Parent material adverse effect. None of the Parent Entities:

(a)           is in default under its Certificate of Incorporation or Bylaws (or other governing instruments); or

(b)           is in default under any laws, orders or permits applicable to its business or employees conducting its business, except for Defaults which are not reasonably likely to have, individually or in the aggregate, a Parent material adverse effect; or

(c)           has received any notification or communication from any agency or department of federal, state, or local government or any regulatory authority or the staff thereof (i) asserting that any Parent Entity is not in compliance with any of the Laws or Orders which such governmental authority or regulatory authority enforces, where such noncompliance is reasonably likely to have, individually or in the aggregate, a Parent material adverse effect, (ii) threatening to revoke any Permits, the revocation of which is reasonably likely to have, individually or in the aggregate, a Parent material adverse effect, or (iii) requiring any Parent Entity to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment or memorandum of understanding, or to adopt any Board resolution or similar undertaking, which restricts materially the conduct of its business.

5.8           LEGAL PROCEEDINGS. There is no litigation instituted or pending, or, to the knowledge of Parent, threatened (or unasserted but considered probable of assertion and which if asserted would have at least a reasonable probability of an unfavorable outcome) against any Parent Entity, or against any director, employee or employee benefit plan of any Parent Entity, or against any Asset, interest, or right of any of them, that is reasonably likely to have, individually or in the aggregate, a Parent material adverse effect, nor are there any Orders of any regulatory authorities, other governmental authorities, or arbitrators outstanding against any Parent Entity, that are reasonably likely to have, individually or in the aggregate, a Parent material adverse effect.

5.9           REPORTS. Since the date of organization, each Parent Entity has filed all reports and statements, together with any amendments required to be made with respect thereto, that it was

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required to file with regulatory authorities (except, in the case of state securities authorities, failures to file which are not reasonably likely to have, individually or in the aggregate, a Parent material adverse effect). As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of its respective date, each such report and document did not, in all material respects, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

5.10           STATEMENTS TRUE AND CORRECT. No statement, certificate, instrument or other writing furnished or to be furnished by any Parent Entity or any Affiliate thereof to Targets pursuant to this Agreement contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that any Parent Entity or any affiliate thereof is responsible for filing with any regulatory authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

5.11           AUTHORITY OF MERGER SUBS. Merger Subs are each a corporation duly organized, validly existing and in good standing under the Laws of the State of Incorporation as a wholly owned Subsidiary of Parent. The authorized capital stock of Merger Subs consists of 1,000 shares of Merger Sub Common Stock, all of which is validly issued and outstanding, fully paid and nonassessable and is owned by Parent free and clear of any lien. Merger Subs have the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Merger Subs. This Agreement represents a legal, valid, and binding obligation of Merger Subs, enforceable against Merger Subs in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). Parent, as the sole stockholder of Merger Subs, has voted prior to the Effective Time the shares of Merger Subs Common Stock in favor of adoption approval of this Agreement, as and to the extent required by applicable Law.

5.12           ACCOUNTING, TAX AND REGULATORY MATTERS. No Parent Entity or any Affiliate thereof has taken or agreed to take any action or has any Knowledge of any fact or circumstance that is reasonably likely to (i) prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, or (ii) materially impede or delay receipt of any Consents of regulatory authorities referred to in Section 6.1(b) or result in the imposition of a condition or restriction of the type referred to in the last sentence of such Section 6.1(b).

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ARTICLE 6.  CONDUCT OF BUSINESS PENDING CONSUMMATION AND OTHER COVENANTS.

6.1           AFFIRMATIVE COVENANTS OF TARGETS.   From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Parent shall have been obtained, and except as otherwise expressly contemplated herein, each of the Targets shall (a) operate its business only in the usual, regular, and ordinary course, (b) preserve intact its business organization and assets and maintain its rights and franchises, and (c) take no action which would (i) materially adversely affect the ability of any Party to obtain any consents required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in the last sentences of Section 7.1(b) or 7.1(c), or (ii) materially adversely affect the ability of any Party to perform its covenants and agreements under this Agreement.

6.2           NEGATIVE COVENANTS OF TARGETS. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Parent shall have been obtained, and except as otherwise expressly contemplated herein, each of the Targets covenants and agrees that it will not do or agree or commit to do any of the following:

(a)amend the Articles of Incorporation, Bylaws or other governing instruments of Targets, or

(b) except as may be incurred in the ordinary course of business or to fund operations, incur any indebtedness for borrowed money, assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Person, or impose, or suffer the imposition, on any Asset of Targets of any Lien or permit any such Lien to exist without prior written consent of the Parent; or

(c)except for this Agreement, issue, sell, pledge, encumber, authorize the issuance of, enter into any Contract to issue, sell, pledge, encumber, or authorize the issuance of, or otherwise permit to become outstanding, any additional shares of Targets Capital Stock or any other equity right; or

(d)adjust, split, combine or reclassify any capital stock of Targets or issue or authorize the issuance of any other securities in respect of or in substitution for shares of Targets Capital Stock, or sell, lease, mortgage or otherwise dispose of or otherwise encumber any Asset having a book value in excess of $10,000 other than in the ordinary course of business for reasonable and adequate consideration, or transfer or license to any Person other than Targets or otherwise extend, amend or modify in any material respect any rights to material Intellectual Property other than in the ordinary course of business (including changing any domain names or failing to renew existing domain name registrations on a timely basis), or enter into grants to future Intellectual Property rights, other than as may be required by applicable Law; or

(e)purchase any securities or make any material investment, either by purchase of stock or securities, contributions to capital, Asset transfers, or purchase of any Assets, in any

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(f)Person other than a wholly owned Targets Subsidiary, or otherwise acquire direct or indirect control over any Person; or

(g)enter into or amend any employment contract between Targets and any Person (except for any such amendment as is required by law) that Targets do not have the unconditional right to terminate without liability (other than liability for services already rendered), at any time on or after the Effective Time; or

(h)adopt any new employee benefit plan or terminate or withdraw from, or make any material change in or to, any existing employee benefit plans of Targets other than any such change that is required by law or that, in the opinion of counsel, is necessary or advisable to maintain the tax qualified status of any such plan, or make any distributions from such employee benefit plans, except as required by law, the terms of such plans or consistent with past practice; or

(i)make any significant change in any tax or accounting methods or systems of internal accounting controls, except as may be appropriate to conform to changes in Tax Laws or GAAP as concurred to by Parent's independent auditors; or

(j)commence any litigation other than in accordance with past practice, or settle any litigation involving any Liability of Targets for money damages or restrictions upon the operations of Targets; or

(k)except in the ordinary course of business, enter into, modify, amend or terminate any material contract or waive, release, compromise or assign any material rights or claims.

6.3           ADVERSE CHANGES IN CONDITION. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Targets material adverse effect or a Parent material adverse effect, as applicable, or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.

6.4           REGULATORY FILINGS; REQUIRED CONSENTS. The Parties hereto shall cooperate with each other and use their reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all consents of all regulatory authorities and other Persons which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger). Each Party shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws relating to the exchange of information, all the information relating to the other Party which appears in any filing made with, or written materials submitted to, any regulatory authority or other Person in connection with the transactions contemplated by this Agreement and will promptly notify each other of any communication with any regulatory authority or other Person and provide the other Party with an opportunity to participate in any meetings with a regulatory authority or other Person relating thereto; provided, that nothing contained herein shall be deemed to provide either Party with a

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right to review any information provided to any regulatory authority on a confidential basis in connection with the transactions contemplated hereby. In exercising the foregoing right, each of the Parties hereto shall act reasonably and as promptly as practicable. The Parties agree that they will consult with each other with respect to the obtaining of all Consents of all regulatory authorities and other Persons necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other apprised of the status of matters relating to contemplation of the transactions contemplated herein. To the extent permitted by Law, the Parties shall deliver to each other copies of all filings, correspondence and orders to and from all regulatory authorities in connection with the transactions contemplated hereby. Each Party also shall promptly advise the other upon receiving any communication from any regulatory authority whose Consent is required for consummation of the transactions contemplated by this Agreement which causes such Party to believe that there is a reasonable likelihood that any requisite Consent will not be obtained or that the receipt of any such Consent will be materially delayed.

6.5           AGREEMENT AS TO EFFORTS TO CONSUMMATE. Subject to the terms and conditions of this Agreement, each Party agrees to use, and to cause its Subsidiaries to use, its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, or advisable under applicable laws to consummate and make effective, as soon as reasonably practicable after the date of this Agreement, the transactions contemplated by this Agreement, including using its reasonable efforts to lift or rescind any Order adversely affecting its ability to consummate the transactions contemplated herein and to cause to be satisfied the conditions referred to in ARTICLE 6; provided, that nothing herein shall preclude either Party from exercising its rights under this Agreement. Each Party shall use its reasonable efforts to obtain all Consents necessary or desirable for the consummation of the transactions contemplated by this Agreement.

6.6           INVESTIGATION AND CONFIDENTIALITY.

(a)           Prior to the Effective Time and subject to applicable Laws relating to the exchange of information, each Party shall keep the other Party advised of all material developments relevant to its business and to consummation of the Merger and shall permit the other Party to make or cause to be made such investigation of its business and properties and of its financial and legal conditions as the other Party reasonably requests, provided that such investigation shall be reasonably related to the transactions contemplated hereby and shall not interfere unnecessarily with normal operations. No investigation by a Party shall affect the representations and warranties of the other Party.

(b)           Each Party shall, and shall cause its advisers and agents to, maintain the confidentiality of all confidential information furnished to it by the other Party concerning its and its Subsidiaries' businesses, operations, and financial positions and shall not use such information for any purpose except in furtherance of the transactions contemplated by this Agreement. If this Agreement is terminated prior to the Effective Time, each Party shall promptly return or certify the destruction of all documents and copies thereof, and all work papers containing confidential information received from the other Party.

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(c)           Targets shall use its reasonable efforts to exercise its rights, and shall not waive any rights, under confidentiality agreements entered into with Persons who were considering an acquisition proposal with respect to Targets to preserve the confidentiality of the information relating to Targets provided to such Persons and their Affiliates and Representatives.

(d)           Each Party agrees to give the other Party notice as soon as practicable after any determination by it of any fact or occurrence relating to the other Party which it has discovered through the course of its investigation and which represents, or is reasonably likely to represent, either a material breach of any representation, warranty, covenant or agreement of the other Party or which has had or is reasonably likely to have a Targets material adverse effect or a Parent material adverse effect, as applicable.

6.7           PRESS RELEASES. Prior to the Effective Time, Targets and Parent shall consult with each other as to the form and substance of any press release or other public disclosure materially related to this Agreement or any other transaction contemplated hereby; provided, that nothing in this Section 6.7 shall be deemed to prohibit any Party from making any disclosure which its counsel deems necessary or advisable in order to satisfy such Party's disclosure obligations imposed by Law.

6.8           CERTAIN ACTIONS. Except with respect to this Agreement and the transactions contemplated hereby, neither Targets nor any Affiliate thereof nor any Representatives thereof shall directly or indirectly solicit any acquisition proposal by any Person. Neither Targets nor any Affiliate or Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract with respect to, any acquisition proposal, but Targets may communicate information about such an acquisition proposal to its stockholders if and to the extent that it is required to do so in order to comply with its legal obligations as advised by outside counsel. Targets shall promptly advise Parent following the receipt of any acquisition proposal and the details thereof, and advise Parent of any developments with respect to such acquisition proposal promptly upon the occurrence thereof. Targets shall (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and (ii) direct and use its reasonable efforts to cause all of its Affiliates and Representatives not to engage in any of the foregoing.

6.9           TAX TREATMENT. Each of the Parties undertakes and agrees to use its reasonable efforts to cause the Merger, and to take no action which would cause the Merger not, to qualify for treatment as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code for federal income tax purposes.

6.10           CHARTER PROVISIONS.  Targets shall take all necessary action to ensure that the entering into of this Agreement and the consummation of the Merger and the other transactions contemplated hereby do not and will not result in the grant of any rights to any Person under the Articles of Incorporation, Bylaws or other governing instruments of Targets or restrict or impair the ability of Parent or any of its Subsidiaries to vote, or otherwise to exercise the rights of a stockholder with respect to, shares of Targets that may be directly or indirectly acquired or controlled by them.

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6.11           EMPLOYEE BENEFITS AND CONTRACTS.  Parent will enter into employment agreements with Bill Burbank and other mutually agreed to key employees of Targets on such terms and conditions to be mutually agreed prior to the Closing.  

6.12           INDEMNIFICATION.

(a)Parent agrees that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of Targets and its subsidiaries as provided in their respective articles of organization or by-laws (or comparable organizational documents) and any indemnification agreements of Targets (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation to honor all such rights.

(b)In the event that the Surviving Corporations or any of the successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, or Parent otherwise dissolves the Surviving Corporations, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporations assume the obligations set forth in this Section 6.12.

ARTICLE 7.                                CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE

7.1           CONDITIONS TO OBLIGATIONS OF EACH PARTY. The respective obligations of each Party to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by both Parties pursuant to Section 7.5:

(a)           REGULATORY APPROVALS. All Consents of, filings and registrations with, and notifications to, all regulatory authorities required for consummation of the Merger shall have been obtained or made and shall be in full force and effect and all waiting periods required by Law shall have expired. No Consent obtained from any regulatory authority which is necessary to consummate the transactions contemplated hereby shall be conditioned or restricted in a manner (including requirements relating to the raising of additional capital or the disposition of Assets) which in the reasonable judgment of the Board of Directors of Parent would so materially adversely impact the economic or business benefits of the transactions contemplated by this Agreement that, had such condition or requirement been known, Parent would not, in its reasonable judgment, have entered into this Agreement.

(b)           CONSENTS AND APPROVALS. Targets shall have obtained any and all other Consents required for consummation of the Merger or for the preventing of any Default under any Contract or Permit of such Party which, if not obtained or made, is reasonably likely to have, individually or in the aggregate, a Targets material adverse effect or a Parent material adverse effect. No Consent so obtained which is necessary to consummate the transactions contemplated

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hereby shall be conditioned or restricted in a manner which in the reasonable judgment of the Board of Directors of Parent would so materially adversely impact the economic or business benefits of the transactions contemplated by this Agreement that, had such condition or requirement been known, Parent would not, in its reasonable judgment, have entered into this Agreement.

(c)           LEGAL PROCEEDINGS. No court or governmental or regulatory authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order (whether temporary, preliminary or permanent) or taken any other action which prohibits, restricts or makes illegal consummation of the transactions contemplated by this Agreement, or which makes it inadvisable to consummate such transaction.

(d)    Material Changes.  There shall not have been any material adverse change with respect to the business of any of the Targets or the Parent since the date of this Agreement.

7.2           CONDITIONS TO OBLIGATIONS OF PARENT. The obligations of Parent to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by Parent pursuant to Section 7.5(a):

(a)           REPRESENTATIONS AND WARRANTIES. For purposes of this Section 7.2(a), the accuracy of the representations and warranties of Targets set forth in this Agreement shall be assessed as of the date of this Agreement and as of the Effective Time with the same effect as though all such representations and warranties had been made on and as of the Effective Time (provided that representations and warranties which are confined to a specified date shall speak only as of such date). The representations and warranties of Targets shall be true and correct in all material respects.

(b)           PERFORMANCE OF AGREEMENTS AND COVENANTS. Each and all of the agreements and covenants of Targets to be performed and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Effective Time shall have been duly performed and complied with in all material respects.

(c)           CERTIFICATES.  Targets shall have delivered to Parent (i) a certificate, dated as of the Effective Time and signed on its behalf by its chief executive officer and its chief financial officer, to the effect that the conditions set forth in Section 7.1 as relates to Targets and in Section 7.2(a) and 7.2(b) have been satisfied, (ii) certified copies of resolutions duly adopted by Targets’ Board of Directors and stockholders evidencing the taking of all corporate action necessary to authorize the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, all in such reasonable detail as Parent and its counsel shall request, (iii) certificates of good standing from the State of Florida (and California as it relates to PHC) dated as of a date not more than ten (10) days prior to the Closing Date and certifying that each Target is duly qualified and in good standing as of the date of such certificate, and (iv) at the Closing, the Shareholder shall deliver to Parent the certificates evidencing all of the issued and outstanding shares of the Targets, duly endorsed in blank for transfer or accompanied by a stock power duly executed in blank in a form reasonably requested by Parent to evidence the acknowledgment of and consent to the sale of the Target’s Shares, or an Affidavit of Lost Stock Certificate in lieu of each certificate not delivered.

(d)           ADDITIONAL CONDITIONS.  Targets and the Shareholder will, from and after the Closing Date:

(i)           Cooperate with Parent and Merger Subs to preserve intact Targets’ personnel and to keep available the services of all of its employees, agents, independent contractors, and consultants commensurate with Targets’ business requirements.

(ii)           Cooperate with Parent and Merger Subs to preserve intact the present customers of Targets and the goodwill of all customers and others with respect to the business.

    (iii)  Agree to not,  for a period of two (2) years from the Closing Date, on their own behalf or on behalf of all other entity,  hire, solicit, or seek to hire, any employee of Parent  or its  Affiliates  or in  any  other  manner  attempt directly or indirectly  to influence,  induce or encourage any employee of Parent or its  Affiliates to leave the  employment of Parent or its Affiliates.

 (iv)           Agree that after the Closing Date, they will not, and will use their best efforts to cause their employees, agents and Affiliates to not, except as expressly requested by Parent or otherwise required to carry out the provisions of this Agreement:

A)Provide technical information or assistance relating to Targets to any person or organization other than Parent or persons authorized by Parent to receive such information or assistance.

    B) Assist any other person or  organization in engaging in the design,  development,  engineering or sale of  goods  or  services  competing  with  the business of Parent as of the Closing Date, at any time within  two years of the date hereof.

C)   Directly or indirectly reveal to anyone the confidential information of Parent except as required by this Agreement or as expressly requested by Parent.

(v)   Agree to a reduction of Merger Stock in the event of a failure by the Targets as a group to achieve minimum sales and gross profits percentage levels for the period from March 1, 2009 through August 31, 2009. The minimum levels shall equal 85% of the sales and gross profits percentage reported by the Targets as a group for the quarter ending September 30, 2008, annualized over a six month period (“Minimum Levels”). In the event that the gross revenue and gross profit percentage achieved by the Targets as a group during the period from March 1, 2009 through August 31, 2009 are below the Minimum Levels and the decrease in gross revenue and gross profit percentage was not caused by actions of Parent or its affiliates or employees, then the Merger Stock shall be reduced by a percentage equal to the average of the percentage ratios of the short-falls in sales and gross profit percentage to the Minimum Levels.

(vi) Shareholders shall establish an escrow account pursuant to section 9.14 to be held against any reduction of Merger Stock under section 7.2 (d) (v) and any other damages which may arise under section 7.2 (d).

(e)           Parent Third Party Financing.  Parent shall have consummated a financing transaction with one or more third parties such that a minimum of $1,500,000 of proceeds shall be received by Parent at or before Closing.

7.3           CONDITIONS TO OBLIGATIONS OF TARGETS. The obligations of Targets to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by Targets pursuant to Section 9.5(b):

(a)           REPRESENTATIONS AND WARRANTIES. For purposes of this Section 7.3(a), the accuracy of the representations and warranties of Parent set forth in this Agreement shall be assessed as of the date of this Agreement and as of the Effective Time with the same effect as though all such representations and warranties had been made on and as of the Effective Time (provided that representations and warranties which are confined to a specified date shall speak only as of such date). The representations and warranties of Parent set forth in Section 3 shall be true and correct in all material respects.

(b)           PERFORMANCE OF AGREEMENTS AND COVENANTS. Each and all of the agreements and covenants of Parent to be performed and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Effective Time shall have been duly performed and complied with in all material respects.

(c)           CERTIFICATES. Parent shall have delivered to Targets (i) a certificate, dated as of the Effective Time and signed on its behalf by its chief executive officer and its chief financial officer, to the effect that the conditions set forth in Section 5.1 as relates to Parent and in Sections 7.3(a) and 7.3(b) have been satisfied, and (ii) certified copies of resolutions duly adopted by Parent's Board of Directors and Merger Sub's Board of Directors and sole stockholder evidencing the taking of all corporate action necessary to authorize the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, all in such reasonable detail as Targets and counsel shall request.  

ARTICLE 8.                                TERMINATION.

8.1           TERMINATION

Notwithstanding any other provision of this Agreement, this Agreement may be terminated and the Merger abandoned at any time prior to the Effective Time

(a)   by mutual consent of Parent, Shareholder, and Targets.

(b) By either Party  (provided that the  terminating  Party is not then in material breach of any representation,  warranty, covenant, or other  agreement  contained  in this  Agreement)  in the  event of a material  breach by the other Party of any  representation  or warranty contained  in this  Agreement  which  cannot  be or has not been  cured within 30 days  after the  giving of  written  notice to the  breaching Party of such  breach and which  breach is  reasonably  likely,  in the opinion of the  non-breaching  Party,  to have,  individually or in the aggregate,  a PHI material  adverse effect or a Parent material adverse effect, as applicable, on the breaching Party; or

  (c) By either Party  (provided that the  terminating  Party is not then in material breach of any representation,  warranty, covenant, or other  agreement  contained  in this  Agreement)  in the  event of a material  breach  by the  other  Party  of any  covenant  or  agreement contained  in this  Agreement  which  cannot  be or has not been  cured within 30 days  after the  giving of  written  notice to the  breaching Party of such breach; or

  (d) By either Party  (provided that the  terminating  Party is not then in material breach of any representation,  warranty, covenant, or other  agreement  contained  in this  Agreement)  in the  event  any consent of any regulatory  authority  required for  consummation of the Merger and the other transactions  contemplated  hereby shall have been denied by final nonappealable action of such authority or if any action taken by such  authority  is not  appealed  within  the time  limit for appeal; or

 (e) By either  Party in the event  that the  Merger  shall not have been consummated by January 30, 2009, if the failure to consummate the transactions  contemplated  hereby on or before such date is not caused by any breach of this  Agreement  by the Party  electing  to  terminate pursuant to this Section 8.1(e); or

(f)   By either Party  (provided that the  terminating  Party is not then in material breach of any representation,  warranty, covenant, or other  agreement  contained in this Agreement) in the event that any of the  conditions  precedent  to the  obligations  of  such  Party  to consummate  the Merger  cannot be  satisfied  or  fulfilled by the date specified in Section 8.1(e).

8.2              EFFECT OF TERMINATION. In the event of the termination and abandonment of this Agreement pursuant to Section 6.1 above, this Agreement shall become void and have no effect, except that (i) the provisions of this Section 8.2, Article 7, and Section 5.6(b) shall survive any such termination and abandonment, and (ii) a termination pursuant to Sections\ 8.1(b), 8.1(c), or

8.1(t),  shall not relieve the  breaching  Party from  Liability  for an uncured willful breach of a representation, warranty, covenant, or agreement giving rise to such termination.

ARTICLE 9.  GENERAL PROVISIONS

9.1              EXPENSES. Each of the Parties shall bear and pay all direct costs and expenses incurred by it or on its behalf in connection with the transactions contemplated hereunder, including filing, registration and application fees, printing fees, and fees and expenses of its own financial or other consultants, investment bankers, accountants, and counsel.

9.2           BROKERS AND FINDERS. Each of the Parties represents and warrants that neither it nor any of its officers, directors, employees, or Affiliates has employed any broker or finder or incurred any Liability for any financial advisory fees, investment bankers' fees, brokerage fees, commissions, or finders' fees in connection with this Agreement or the transactions contemplated hereby. In the event of a claim by any broker or finder based upon his or its representing or being retained by or allegedly representing or being retained by Targets or any Affiliate or by Parent, each of Targets and Parent, as the case may be, agrees to indemnify and hold the other Party harmless of and from any Liability in respect of any such claim.

9.3           ENTIRE AGREEMENT. Except as otherwise expressly provided herein, this Agreement (including the documents and instruments referred to herein) constitutes the entire agreement between the Parties with respect to the transactions contemplated hereunder and supersedes all prior arrangements or understandings with respect thereto, written or oral. Nothing in this Agreement expressed or implied, is intended to confer upon any Person, other than the Parties or their respective successors, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, other than as provided in Sections 4.12.

9.4           AMENDMENTS. To the extent permitted by Law, this Agreement may be amended by a subsequent writing signed by each of the Parties upon the approval of each of the Parties, whether before or after stockholder approval of this Agreement has been obtained; provided, that after any such approval by the holders of Targets Capital Stock, there shall be made no amendment that reduces or modified in any material respect the consideration to be received by holders of Targets Capital without the further approval of such stockholders.

9.5           WAIVERS.

(a)Prior to or at the Effective Time, Parent, acting through its Board of Directors, chief executive officer or other authorized officer, shall have the right to waive any Default in the performance of any term of this Agreement by Targets, to waive or extend the time for the compliance or fulfillment by Targets of any and all of its obligations under this Agreement, and to waive any or all of the conditions precedent to the obligations of Parent under this Agreement, except any condition which, if not satisfied, would result in the violation of any Law. No such waiver shall be effective unless in writing signed by a duly authorized officer of Parent.

(b)Prior to or at the Effective Time, Targets, acting through each of its Board of Directors, chief executive officer or other authorized officer, shall have the right to waive any Default in the performance of any term of this Agreement by Parent, to waive or extend the time for the compliance or fulfillment by Parent of any and all of its obligations under this Agreement, and to waive any or all of the conditions precedent to the obligations of Targets under this Agreement, except any condition which, if not satisfied, would result in the violation of any Law. No such waiver shall be effective unless in writing signed by a duly authorized officer of Targets.

(c)The failure of any Party at any time or times to require performance of any provision hereof shall in no manner affect the right of such Party at a later time to enforce the same or any other provision of this Agreement. No waiver of any condition or of the breach of any term contained in this Agreement in one or more instances shall be deemed to be or construed as a further or continuing waiver of such condition or breach or a waiver of any other condition or of the breach of any other term of this Agreement.

9.6           ASSIGNMENT. Except as expressly contemplated hereby, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party hereto (whether by operation of Law or otherwise) without the prior written consent of the other Party, except that of Flint Acquisition Corp may assign its Merger Rights to other wholly owned subsidiaries of Parent which shall become Merger Subs. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

9.7           NOTICES.  All notices or other communications hereunder must be given in writing and either (i) delivered in person, (ii) transmitted by facsimile telecommunication, provided that any notice so given is also mailed as provided for herein, (iii) delivered by Federal Express or similar commercial delivery service, or (iv) mailed by certified mail, postage prepaid, return receipt requested, as follows:

If to the Shareholder and the Targets: 327 Plaza Real – Suite 319

Boca Raton, Florida 33432

Facsimile number: (561) 394-2906

If to the Parent or Merger Subs:                                 3390 Peachtree Rd. NE, Suite 1000

Atlanta, GA 30326

Facsimile number: (404) 969-3601

or to such other address or facsimile number as the Shareholder, the Targets, the Parent or Parent Subsidiary shall have designated to the other by like notice.  Each such notice or other communication shall be effective (i) if given by facsimile telecommunication, when transmitted, (ii) if given by mail, five (5) business days after such communication is deposited in the mail and addressed as aforesaid, (iii) if given by Federal Express or similar commercial delivery service, one (1) business day after such communication is deposited with such service and addressed as aforesaid, and (iv) if given by any other means, when actually delivered at such address.

9.8 DISPUTES.  If a dispute  arises  concerning  this  agreement or the sale,  the  Shareholder  and Parent  will try in good faith to settle it through mediation  conducted by a mediator to be mutually selected.  The Shareholder and Parent will share the cost of the mediator  equally.  The Shareholder and Parent will  cooperate  fully with the  mediator  and will  attempt to reach a mutually satisfactory resolution of the dispute. If the dispute is not resolved within 60 days after it is referred to the mediator, The Shareholder and Parent agree that the  dispute  will be  arbitrated  by an  arbitrator  to be  mutually  selected. Arbitration will be conducted pursuant to the American  Arbitration  Association rules for  commercial  disputes.  Each party  shall have the right to take up to three depositions in connection with any arbitration. The parties agree that the arbitrator  shall render a written opinion which shall include  findings of fact and  conclusions  of law and that,  on a  petition  to  confirm  or  vacate  the arbitration award, the court shall vacate the award in addition to other grounds provided by statute  applicable to arbitrations  if the court  determines that a question of law was determined  erroneously.  Judgment on the arbitration  award may be entered  in any court that has  jurisdiction  over the  matter.  Costs of arbitration, including lawyers' fees, will be allocated by the arbitrator.

9.9           GOVERNING LAW; VENUE.  This Agreement shall be made and entered into in Palm Beach County, Florida, and shall be governed by and construed and enforced in accordance with the Laws of the State of Florida without giving effect to any conflict of law, rule or principle of that state.  Venue for any actions in construction or enforcement of this Agreement shall be in the State of  Florida.

9.10           COUNTERPART EXECUTION. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and each of which alone, and all of which together, shall constitute one and the same instrument.  When each party has executed and delivered a counterpart of this Agreement, the Agreement shall be fully binding on and enforceable by the parties.  In making proof of the Agreement it shall not be necessary to produce or account for any counterpart other than the counterpart signed by a party against whom this Agreement is to be enforced.

9.11           CAPTIONS; ARTICLES AND SECTIONS. The captions contained in this Agreement are for reference purposes only and are not part of this Agreement. Unless otherwise indicated, all references to particular Articles or Sections shall mean and refer to the referenced Articles and Sections of this Agreement. The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

9.12           SEVERABILITY. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

9.13           SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES.  The covenants, agreements, representations and warranties made by the parties in this Agreement and in any other certificates and documents delivered in connection herewith shall survive the Closing.

9.14           Indemnification; Set Off Rights.

(a)           By the Shareholder.  The Shareholder shall indemnify, save and hold harmless Parent, their affiliates and subsidiaries, and their respective representatives, from and against any and all costs, losses (including without limitation diminution in value), taxes, liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), reasonable attorneys’ fees and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, “Damages”), incurred in connection with, arising out of, resulting from or incident to (1) any breach of any representation or warranty or the inaccuracy of any representation made by the Targets or the Shareholder in or pursuant to this Agreement, or (2) any breach of any covenant or agreement made by the Targets or the Shareholder in or pursuant to this Agreement; provided, however, that Parent makes a written claim for indemnification against the Shareholder.

(b)           Tax Indemnity.  The Shareholder shall indemnify, save and hold harmless Parent, their affiliates and subsidiaries, and their respective representatives, from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (1) any taxes of the Targets with respect to any tax year or portion thereof ending on or before the Closing Date and (2) for the unpaid taxes of any person (other than the Targets) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise.

(c)           Indemnification By Parent.  Parent shall indemnify and save and hold harmless the Targets and the Shareholder and each of their affiliates and subsidiaries, and their respective representatives from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (1) any breach of any representation or warranty or the inaccuracy of any representation, made by Parent in or pursuant to this Agreement, or (2) any breach of any covenant or agreement made by Parent in or pursuant to this Agreement;  provided, however, that the Shareholder makes a written claim for indemnification against Parent within the applicable survival period.

(d)           Damages.  The term “Damages” as used in this Section 9.14 is not limited to matters asserted by third parties against the Targets, the Shareholder, Parent or Merger Subs, but includes Damages incurred or sustained by the Targets, the Shareholder, Parent or Merger Subs in the absence of third party claims.  Payments by Parent of amounts for which Parent or Merger Subs is indemnified or has a Right of Offset hereunder, and payments by the Targets of amounts for which the Targets are indemnified, shall not be a condition precedent to recovery.  The Targets’ or the Shareholder’s obligation to indemnify Parent or Merger Subs, and Parent’s obligation to indemnify the Targets or the Shareholder shall not limit any other rights, including without limitation rights of contribution which any such party may have under statute or common law.

(e)           Cooperation.  The indemnified party shall cooperate in all reasonable respects with the indemnifying party and the attorneys defending the indemnification claims in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the Indemnified Party may, at its own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom.  The parties shall cooperate with each other in any notifications to insurers.

(f)           Defense of Claims.  If a claim for Damages (a “Claim”) is made by a party entitled to Indemnification or Set Off Rights hereunder against the Indemnifying Party, the party claiming such indemnification or Set Off Rights shall give written notice (a “Claim Notice”) to the other Party (the (“Indemnifying Party”) as soon as practicable after the party entitled to indemnification or Set Off Rights (the “Indemnified Party”) becomes aware of any fact, condition or event which may give rise to Damages for which indemnification or Set Off Rights may be sought under this Section 9.14.  If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity or Set Off Rights hereunder, the Claim Notice thereof shall be given to the Indemnifying Party as promptly as practicable (and in any event within thirty (30) calendar days after the service of the citation or summons).  The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification or Set Off Rights hereunder, except to the extent that the Indemnifying Party demonstrates actual damage caused by such failure.  After such notice, if the Indemnifying Party shall acknowledge in writing to the Indemnified  Party that the Indemnifying Party shall be obligated under the terms of its indemnity or Set Off Rights hereunder in connection with such lawsuit or action, then the Indemnifying Party shall be entitled, if it so elects, (1) to take control of the defense and investigation of such lawsuit or action, (2) to employ and engage attorneys of its own choice to handle and defend the same, at the Indemnifying Party’s cost, risk and expense unless the named parties to such action or proceeding include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, and (3) to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be unreasonably withheld.  If the Indemnifying Party fails to assume the defense of such claim within fifteen (15) calendar days after receipt of the Claim Notice, the Indemnified Party against which such claim has been asserted will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake, at the Indemnifying Party’s cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnifying Party.  In the event the Indemnified Party assumes the defense of the claim, the Indemnified Party will keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement.  The Indemnifying Party shall be liable for any settlement of any action effected pursuant to and in accordance with this Section 9.14 and for any final judgment (subject to any right of appeal), and the Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any Damages by reason of such settlement or judgment.

(g)              Parent’s Right of Offset.  Anything in this Agreement to the contrary notwithstanding, Parent may withhold and set off against the merger consideration otherwise due to the Shareholder  thirty percent (30%) of the Merger Stock, to be held in an escrow account at the Effective Date for a period of two years following the Closing Date. The Parent may withhold and set off against these amounts as to which the Targets or the Shareholder are obligated to pay Parent, Merger Subs or a third party pursuant to any provision of this Agreement (the “Set Off Rights”).  This shall be in addition to any other rights or remedies the Parent may have.

(h)  Product and Warranty Liability.  The provisions of this Section 9.14 shall cover, without limitation, all obligations and liabilities of whatsoever kind, nature or description relating, directly or indirectly, to product liability, litigation or claims against Parent, Merger Subs or each Surviving Corporation in connection with, arising out of, or relating to products or services developed or sold by Parent, Merger Subs or the Surviving Corporation in connection with the business.

(i)  (f) Value of Merger Stock

.  In calculating the amount of Merger Stock which Parent may withhold and set off against under this Section 9.14 hereof, the value of one share of common stock of Parent shall be deemed to be equal to the average closing price per share that Parent’s common stock is traded on any established stock exchange, automated quotation system or bulletin board, for the fifteen (15) consecutive market trading days ending on the Closing Date.

[SIGNATURES BEGIN ON THE FOLLOWING PAGE]

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IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on its behalf by its duly authorized officers as of the day and year first written above.

PARENT                                                                           SHAREHOLDER

Flint Telecom Group, Inc,                                                                                 China Voice Holding Corp.

A Nevada Corporation                                                                                     A Nevada Corporation

By:__/s/ Vincent Browne_______                                                                    By:_/s/ Bill Burbank____________

Vincent Browne, Chief Executive                                                                     Bill Burbank, President and CEO

Officer

MERGER SUBS                                                                                     TARGETS

FLINT ACQUISITION CORPS. (A-E),                                                          CVC Int’l Inc, a Florida Corporation

A Florida Corporation                                                                                     Phone House Inc, a CaliforniaCorporation; Cable and Voice Corporation, aFlorida Corporation; Starcom Alliance Inc, a

By: /s/ Vincent Browne____________                                                       Florida Corporation; Dial-Tone Communication Inc, a Florida Corporation, and Phone House Inc, a Florida Corporation.

Vincent Browne, Chief Executive Officer

 /s/ Bill Burbank______________

By: Bill Burbank, President

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EX-2.3

AGREEMENT AND PLAN OF CORPORATE

SEPARATION AND REORGANIZATION (Exhibit A1)

      This Agreement and Plan of Corporate Separation and Reorgani­zation ("Agreement") is made as of January 29, 2009 by and between Semotus, Inc., a California corporation (“Semotus”), Flint Telecom Group, Inc., a Nevada corporation (“Flint”), and the undersigned shareholder (the “Shareholder”).

STATEMENT OF PURPOSE

Flint Telecom, Inc. merged with Semotus Solutions, Inc. in October 2008 and continued to operate the historic businesses of each entity under the name Flint Telecom Group, Inc.  Flint Telecom, Inc. had operated since 2005 to provide telecom services to the global telecom and media industry (the “Flint Division”) while Semotus Solutions, Inc. had operated since 1993 to provide software for connecting people to critical business systems, information and processes (the “Solutions Division”).  For the business reasons described below, the parties have agreed that Flint will transfer the assets described herein constituting the Solutions Division to Semotus, a newly organized California corporation, in exchange for the original issue of one thousand five hundred  (1,500) shares of common stock of Semotus, which shall constitute all of the outstanding common stock of Semotus.  Flint intends to immediately thereafter transfer the one thousand five hundred (1,500) shares of common stock of Semotus to be acquired by Flint in the manner described above to the Shareholder, in exchange for the number of common Flint shares owned by Shareholder specified on Exhibit “B” (the “Flint Shares”) in a transaction qualifying as a tax-free reorgani­zation under sections 355 and 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (“Code”).

PLAN OF REORGANIZATION

The parties hereby adopt this plan of reorganization which is intended to effect a tax-free reorganization under sections 361(a) and 368(a)(1)(D) of the Code.  Pursuant to the terms and provisions of the Agreement hereinafter set forth, the reorganization will consist of:

1.           The transfer by Flint of the part of its assets (subject to certain liabilities) which constitute the Solutions Division to Semotus in exchange solely for all the outstanding voting stock of Semotus; and

2.           The distribution (“Distribution”) by Flint of all of the Semotus stock to the Shareholder, in exchange for the Flint Shares.

AGREEMENT

The parties hereby agree as follows:

1.                Transfer of Solutions Division to Semotus.  Flint agrees to take or

Agreement and Plan of Corporate

Separation and Reorganization

cause to be taken the following action at or prior to the Closing Date as defined herein:

(a)           Shareholder will cause Semotus to be organized as a California corporation, having articles of incorporation, bylaws and organizational minutes.  The corporate name of Semotus shall be Semotus, Inc.  The initial issued capitalization of Semotus shall consist solely of one thousand five hundred (1,500) shares of common stock.  The initial director of Semotus shall be Anthony LaPine.

(b)           Flint shall transfer all of the assets and properties, subject to all the liabilities, debts, obligations and contracts, of the Solutions Division to Semotus in exchange for one thousand five hundred (1,500) shares of its common stock.  The transfer and assignment of assets shall be by bulk or individual assignments in form and substance satisfactory to Flint.

(c)           More specifically, the assets transferred to Semotus shall include the real and personal property, accounts receivable, intangibles, prepaid expenses and deposits as are attributable to the Solutions Division, as shown on Exhibit “A.”

(d)           Semotus shall assume all the liabilities and obligations of Flint that are attributable to or properly allocable to the Solutions Division.

(e)           Semotus hereby assumes any and all liabilities of the Solutions Division including any unasserted, unknown, or contingent liabilities attributable or arising out of the operation of the Solutions Division.

(g)           On or before the Closing Date, Flint and Semotus shall ratify and approve this plan of reorganization by a resolution of their Boards of Directors and consents of their share­holders.

2.                Transfer of Semotus Stock to The Shareholder.  Flint and Shareholder agree to take the following action at or prior to the Closing Date as defined herein:

(a)           Following the transfer of the Solutions Division to Semotus in exchange for one thousand five hundred (1,500) shares of common stock of Semotus, Flint agrees to transfer the one thousand five hundred (1,500) shares of common stock of Semotus to the Shareholder in exchange for the Flint Shares.

(b)           Following the transfer of the Solutions Division to Semotus in exchange for one thousand five hundred (1,500) shares of common stock of Semotus, the Shareholder agrees to transfer the Flint Shares to Flint in exchange for Flint’s one thousand five hundred (1,500) shares of common stock of Semotus.

3.                Services Agreement.  Flint shall make available to Semotus the services of the employees of the Solutions Division pursuant to a cost allocation as may be agreed upon between the parties.

Agreement and Plan of Corporate

Separation and Reorganization

4.           No Representations or Warranties as to Solutions Division.  Flint makes no representations or warranties as to its operations or the operations of the Solutions Division.  Flint further disclaims all warranties, express or implied, with respect to the assets transferred to Semotus and Semotus will receive all assets from Flint “AS IS”.

5.                Employee Benefits/ Options. In the event that any Flint employees (“Transferred Employees”) become employed by Semotus, Semotus shall provide similar benefits for such employees.

6.                Employees. Semotus will be solely responsible for performing under any existing contracts of employment between Transferred Employees and Flint and meeting all other obligations of Flint to such employees.  Semotus agrees to indemnify Flint for any claims, losses, expenses and liabilities, including attorneys’ fees, to Flint arising out of the rights and claims of Transferred Employees so assigned to Semotus.

7.                Creditor Consents.  Within thirty (30) days after the Closing Date, Semotus will obtain consents from creditors to the transfer of assets subject to deeds of trust, liens and security interests from Flint to Semotus.

8.                Indemnity and Hold Harmless. Semotus shall indemnify and hold Flint harmless from any and all claims, actions, losses, expenses, liabilities and obligations, including attorneys’ fees, assumed by Semotus or incurred by Semotus on or after the Closing Date. Flint shall indemnify and hold Semotus harmless from any and all claims, actions, losses, expenses, liabilities and obligations, including attorneys’ fees, retained by Flint or incurred by Flint on or after the Closing Date.

9.                Risk of Loss.  Until the Closing Date, Flint shall bear all risk of loss, injury, damage or destruction of the business and the assets of the Solutions Division.

10.                Buy-Sell Agreement.  After the execution of this Agreement, the Shareholder shall negotiate in good faith for the conclusion of a buy sell agreement.

11.                Stock Splits, etc.  If, from time to time during the term of this Agreement there is any stock dividend or liquidating dividend of cash and/or property, stock split or other change in the charac­ter or amount of any of the outstanding securities of Semotus, or there is any consolidation, merger or sale of all, or substantially all, of the assets of Semotus; then, in such event, any and all new, substituted or additional securities or other property to which Shareholder is entitled by reason of his ownership of Semotus shares shall be immediately subject to this Agreement and be included in the word “Semotus shares” for all pur­poses with the same force and effect as the Semotus shares presently subject to this Agreement.

12.           Legends.  All certificates representing any of the Semotus shares subject to the provisions of this Agreement shall have endorsed thereon legends substantially in the following form:

Agreement and Plan of Corporate

Separation and Reorganization

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

Any legend that may be required by the California Commissioner of Corporations or by applicable blue sky laws of any state.

13.                Representations and Warranties of The Shareholder.  Shareholder represents and warrants as follows:

(a)           On the Closing Date, Semotus will be a corporation duly organized and existing and in good standing under the laws of the State of California, with no liabilities except as contemplated by this Agreement and the transactions related hereto.

(b)           On the Closing Date, the authorized capital of Semotus shall consist of one thousand five hundred (1,500) shares of common stock, of which one thousand five hundred (1,500) shares will be issued and outstanding.

14.                Further Representations and Warranties of The Shareholder. The undersigned Shareholder represents and warrants as follows:

(a)           Owner of Flint shares.  As of the date hereof and as of immediately before the Closing, the Shareholder owns beneficially and of record the number of shares of Flint common stock set forth next to his signature to this Agreement.

(b)           No Plan of Disposition.  The undersigned Shareholder has no plan or intention to dispose of any of his shares of Semotus acquired pursuant to this Agreement, or to cause Semotus to redeem any of its stock issued pursuant to this Agreement.

(c)           Investment Intent; Capacity to Protect Interests. The Shareholder is acquiring the shares of Semotus solely for his own account for investment and not with a view to or for sale in connection with any distribution of the shares or any portion thereof and not with any present intention of selling, offering to sell or other­wise disposing of or distributing the shares or any portion thereof in any transaction other than a transaction exempt from registra­tion under the Securities Act of 1933, as amended (the “Act”).  The Shareholder also represents that the entire legal and beneficial interest of the shares received in the Distribution will be held by the Shareholder, for the Shareholder’s account only, and neither in whole or in part for any other person.  The Shareholder either has a pre-existing business or personal relationship with Flint and Semotus or any of their officers, directors or controlling persons or by reason of Shareholder’s business or financial experience or the business or financial experience of Shareholder’s professional advisors who are unaffili­ated with

Agreement and Plan of Corporate

Separation and Reorganization

and who are not compensated by Flint or Semotus or any affil­iate or selling agent thereof, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in Semotus and to protect Shareholder's own interests in connection with this transaction.

(d)           Resident.  The Shareholder’s principal residence is within the State of California.

(e)           Information Concerning Flint.  The Shareholder is an officer of Flint and has heretofore received all such information as the Shareholder has deemed necessary and appropriate to enable the Shareholder to evaluate the financial risk inherent in holding shares of Semotus, and the Shareholder has received satisfactory and complete information concerning the business and financial condition of Flint and Semotus in response to all inquiries in respect thereof.

(f)           Economic Risk.  The Shareholder realizes that an investment in the Semotus shares will be a highly speculative investment and involve a high degree of risk, and the Shareholder is able, without impairing financial condition, to hold the Semotus shares for an indefinite period of time and to suffer a complete loss on the Shareholder’s investment.

(g)           Restricted Securities.  The Shareholder understands and acknowledges that:

1.           the issuance of the Semotus shares has not been registered under the Act, and the Semotus shares must be held indefinitely unless subsequently registered under the Act or an exemption from such registration is available (such as Rule 144 or the resale provi­sions of Rule 701 under the Act) and Semotus is under no obligation to register the shares;

2.           unless otherwise permitted by Flint, in any event, during the period ending on the later of (i) nine months from the date of distribution of the shares to the Shareholder and (ii) nine months from the date of any other sale by Semotus of any of its stock or any similar security which might be deemed to be part of the same issue as the issuance of the shares to the Shareholder, any resale or other transfer of the shares by the Shareholder may be made only to persons resident within the State of California;

3.           the share certificate representing the Semotus shares will be stamped with the legend specified in Section 12 hereof; and

4.           Semotus will make a notation in its records of the aforementioned restrictions on transfer and legends.

(h)           Disposition under the Act.  The Shareholder under­stands that the Semotus shares are restricted securities within the meaning of Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not be available in any event for at least two years from the date of purchase and payment

Agreement and Plan of Corporate

Separation and Reorganization

of the shares (unless Rule 701 promulgated under the Act is available), and even then will not be available unless (i) a public trading market then exists for the common stock of Semotus, (ii) ade­quate information concerning Semotus is then available to the public, and (iii) other terms and conditions of Rule 144 are complied with; and that any sale of the shares may be made only in limited amounts in accordance with such terms and conditions.  The Shareholder further understands that the resale provisions of Rule 701, if available, will not apply until 90 days after Semotus becomes subject to the reporting obligations under the Securities Exchange Act of 1934 (the “Exchange Act”).  There can be no assur­ance that the requirements of Rule 144 or Rule 701 will be met, or that the stock will ever be saleable. The Shareholder further agrees that he shall in no event make any disposition of all or any portion of the Semotus shares unless and until there is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; (B) the resale provisions of Rule 701 or Rule 144 are available in the opinion of counsel to Semotus; or (C)(1) the Shareholder shall have notified Semotus of the proposed disposition and shall have furnished Semotus with a detailed statement of the circumstances surrounding the proposed disposition, (2) the Shareholder shall have furnished Semotus with an opinion of the Shareholder’s counsel to the effect that such disposition will not require registration of such Semotus shares under the Act, and (3) such opinion of Shareholder’s counsel shall have been concurred in by counsel for Semotus and Semotus shall have advised the Shareholder of such concurrence.

(i)           Valuation of Common Stock.   The Shareholder under­stands that the distribution of the Semotus shares is intended to be tax free to the Shareholder under Code section 355; however, the shares are being distributed without a ruling from the Internal Revenue Service (“IRS”) as to the tax treatment of the transaction, and no assurance can be given that the IRS will not assert that the transaction is taxable to the Shareholder and Flint. If so, the IRS could assert that the Shareholder is taxable on the value of the Semotus shares received by Shareholder in the Distribution, as a dividend taxable at ordinary (and not capital gain) rates.  If the Internal Revenue Service were to succeed in a determination that the transaction is taxable, the additional taxes (and interest) due would be payable by the Shareholder, there is no provision for Flint to reimburse him for that tax liability, and the Shareholder assumes all responsibility for such potential tax liability.  In the event such additional value would represent more than 25 percent of the Shareholder’s gross income for the year in which the distribution occurs, the Internal Revenue Service would have six years from the due date for filing the return (or the actual filing date of the return if filed thereafter) within which to assess the Shareholder the additional tax and interest which would then be due.

15.                Representations and Warranties of Semotus and Flint.  Semotus and Flint warrant and represent as follows:

                      (a)           Flint’s principal reasons for participating in the Distribution are bona fide business purposes unrelated to taxes.

(b)           In the Distribution, all of the outstanding shares of stock of Semotus will be distributed to the Shareholder.  On the date of the Distribution,

Agreement and Plan of Corporate

Separation and Reorganization

Semotus will have no outstanding equity interests other than the common stock which will be distributed to the Shareholder. At the time of the Distribution, Semotus will have no outstanding warrants, options, or convertible securities or any other type of right outstanding pursuant to which any person could acquire shares of Semotus common stock or any other equity interest in Semotus.

(c)           Semotus intends to continue its historic business or use a significant portion of its historic business assets in a business following the Distribution.

(d)           The liabilities of Semotus have been incurred by Flint or Semotus in the ordinary course of Semotus’ business.

(e)           The fair market value of Semotus’ assets will, on the date of the Distribution, exceed the aggregate liabilities of Semotus plus the amount of liabilities, if any, to which such assets are subject.

(f)           Flint and Semotus are not and will not be on the date of the Distribution an “investment company” within the meaning of Section 368(a)(2)(F)(iii) and (iv) of the Code.

(g)           Flint and Semotus are not and will not be on the date of the Distribution under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code.

(h)           Each of Flint, Semotus and the Shareholder will pay separately his, her or its own expenses relating to the Distribution.

(i)           There is no intercorporate indebtedness existing between Semotus and Flint.

(j)           The terms of the Plan of Reorganization and this Agreement and the other agreements relating thereto are the product of arm’s length negotiations.

(k)           With respect to each instance, if any, in which shares of stock of Flint have been purchased by Shareholder, to the best knowledge of Flint, the stock purchase was made by such Shareholder on his or her own behalf, rather than as a representative, or for the benefit, of any other party.

(l)           The Distribution of Semotus shares is not a device for the distribution of Flint’s earnings and profits.

(m)           Both Flint and Semotus will be engaged in an active business immediately after the spin-off, which “trade or business” has been conducted throughout the five-year period ending on the date of the spin-off.

(n)           No part of the Semotus shares distributed by Flint will be received by any Shareholder as a creditor, employee, or in any capacity other than that of a Shareholder of Flint.

Agreement and Plan of Corporate

Separation and Reorganization

(o)           After the Distribution, Flint and Semotus will each continue, independently and with its separate employees, the active conduct of all integrated activities of its businesses conducted prior to consummation of the Distribution.

(p)           The Distribution will be carried out for the following business reasons:

(i)           to utilize equity compensation for divisional employees.

(ii)           to facilitate the expansion of the businesses;

                                (iii)           to enhance the success of the businesses by enabling the corporations to resolve management, systemic, or other problems that arise by the taxpayer’s operation of different businesses within a single corporation.

(q)           The above corporate business purposes cannot be achieved through a transaction that does not involve the distribution of stock of Semotus and which is neither impractical nor unduly expensive.

(r)           There is no plan or intention by either Flint or Semotus, directly or through any subsidiary corporation, to purchase any of Semotus’ outstanding stock after the Distribution.

(s)           There is no plan or intention to liquidate either Flint or Semotus, to merge either corporation with any other corporation, or to sell or otherwise dispose of the assets of either corporation after the Distribution.

(t)           Flint has neither accumulated its receivables nor made an extraordinary payment of its payables in anticipation of the Distribution. No income items, including accounts receivable or any item resulting from a sale, exchange or disposition of property, that would have resulted in income to Flint, and no items of expense will be transferred to Semotus if Flint has earned the right to receive the income or could claim a deduction for the expense under the accrual or similar method of accounting.

(u)           Payments made in all continuing transactions between Flint and Semotus will be for fair market value based on terms and conditions arrived at by the parties bargaining at arm’s length.

(v)           The Distribution is not part of a plan or series of related transactions (within the meaning of Code section 355(e)) pursuant to which one or more persons will acquire directly or indirectly stock possessing 50 percent or more of the total combined voting power of all classes of stock of either Flint or Semotus, or stock possessing 50 percent or more of the total value of all classes of stock of either Flint or Semotus.

(w)           The transfer of assets by Flint to Semotus will be a transfer of “property” in exchange for all the voting common stock of Semotus, qualifying under Code section 351.

Agreement and Plan of Corporate

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(x)           Immediately after the Distribution, at least 90 percent of the fair market value of the gross assets of Flint and Semotus will consist of trade or business assets or the stock and securities of corporations that are engaged in the active conduct of trade or business as defined in Code section 355(b)(2).

           (y)           Semotus has no plan or intention to issue additional shares of stock after the Distribution, or take any other action, that would result in the Shareholder losing “Control” of Semotus.  “Control” means direct ownership of shares of stock possessing at least eighty percent (80%) of the total combined voting power of shares of all classes of stock entitled to vote and at least eighty percent (80%) of the total number of shares of all other classes of stock of the corporation.

16.                Representations and Warranties to Survive the Closing Date.  All representations, warranties and covenants herein and any certificate or Agreement delivered in connection herewith shall survive the Closing Date and be binding upon and inure to the benefit of the successors, assigns and legal representatives of the parties.

17.                Closing Date.  The closing hereunder shall be deemed to take place simultaneously with the execution of this Agreement, or at such place and time as the parties may determine by written Agreement (“Closing Date”).

18.                Governing Law.  This Agreement has been executed in the State of California and shall be governed by the laws thereof.

19.                Separate Counsel.  The parties acknowledge that this Agreement has been drafted by counsel to Semotus and Flint has had the opportunity to consult with and be represented by separate counsel and advisors of its own choosing with regard to this Agreement, that Flint has read this Agreement, and that Flint’s counsel and advisors have explained its meaning and legal consequences to it.

20.                Notice.  Any notices which one party may be required or desires to serve upon the other party under the terms of this Agreement shall be served by personal delivery, or by mailing a copy thereof, postage prepaid and addressed as set forth next to the signatures below.

21.                Counterparts and Facsimiles.  This Agreement may be executed simultaneously, in counterparts or on facsimile copies, each of which shall be deemed to be an original but all of which together shall constitute one and the same document.

22.                Cooperation.  Each party to this Agreement shall, from time to time, execute and deliver to the other party, upon request, any documents and instruments and shall perform any and all acts deemed necessary or desirable by that other party to carry into or continue in effect the terms, conditions and provisions of this Agreement and the transactions connected herewith, and shall file such returns and take such further action as is necessary to effect this transaction as a tax free type D Reorganization under the Code.

Agreement and Plan of Corporate

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[Signature Page to Follow]

Agreement and Plan of Corporate

Separation and Reorganization

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Flint Telecom Group, Inc.,                                                                                                Semotus, Inc.,

a Nevada corporation                                                                                                           a California cor­poration

__/s/ Vincent Browne______                                                                                                           __/s/ Anthony LaPine

By: Vincent Browne                                                                                                by: Anthony LaPine

Its :CEO                                                                                     Its: CEO

Semotus, Inc.,

a California corporation

_/s/ Pamela LaPine___

By: Pamela LaPine

Its: President

Shareholder

/s/ Anthony LaPine_______

Name: Anthony LaPine

Agreement and Plan of Corporate

Separation and Reorganization

SPOUSAL CONSENT

I hereby acknowledge that I have read and understand the foregoing AGREEMENT AND PLAN OF CORPORATE SEPARATION AND REORGANIZATION (“Agreement”) among Semotus, Inc., a California corporation, and Flint Telecom Group, Inc., a Nevada Corporation, and my spouse. I hereby consent to this Agreement and my spouse’s execution and performance thereof, and I hereby agree, to the extent necessary to enforce the terms, provisions, and intent of the Agreement, to be bound by the terms and pro­visions of such Agreement, and to execute such further documents and take such further actions as may be necessary or desirable to carry out the terms, provisions, and intent of the Agreement.

Dated:  January 29, 2009

/s/ Pamela LaPine________________

Pamela LaPine

EXHIBIT “A”

Schedule of Items In Solutions Division as reflected in the 2nd Quarter 10Q filing attached and subsequently amended with details from the pending 12/31/08 auditor reviewed Flint 10Q Including all trademarks, intellectual property, and other intangible assets in existent at the time of the merger with Flint on 10/01/08

Agreement and Plan of Corporate

Separation and Reorganization

EXHIBIT “B”

Flint Shares

3,508,000 shares of Restricted Common Stock of Flint Telecom Group, Inc., a Nevada corporation.

Agreement and Plan of Corporate

Separation and Reorganization

EX-4.1

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (“Agreement”) made this date by and between CHINA VOICE HOLDING CORP., a Nevada corporation (“CHVC”) and FLINT TELECOM GROUP, INC., a Nevada corporation (“Purchaser”).

Whereas CHVC has agreed to sell and Purchaser desires to purchase all of the issued and outstanding capital stock of certain wholly owned subsidiaries of CHVC, (the “Subsidiaries”, whether one or more) on the terms and conditions set forth in an Agreement and Plan of Merger dated January 29, 2009 (“Merger Agreement”), and

Whereas CHVC desires to sell and Purchaser desires to purchase 15,000,000 shares of common stock of CHVC contemporaneously with the Merger Agreement,

Now, therefore, in consideration of the mutual promises of the parties; in reliance on the representations, warranties, covenants, and conditions contained in this Agreement; and for other good and valuable consideration, the parties agree as follows:

ARTICLE 1:                                SALE

1.01           Sale of Stock.  CHVC agrees to sell, convey, transfer, assign, and deliver to Purchaser 15,000,000 shares of CHVC common stock and Purchaser agrees to purchase such stock (collectively, the “Stock”).

1.02           Consideration; Terms of Sale.  (a) In consideration of the sale and transfer of the Stock and the representations, warranties, and covenants of CHVC set forth in this Agreement, Purchaser shall deliver to CHVC the following consideration on the Closing Date;

(b) Purchaser shall pay $750,000 on or before February 27, 2009 and $750,000 on or before April 30, 2009.

(c) Purchaser shall deliver its promissory note to CHVC in the amount of $7,000,000 (“Note”) upon signing of the Merger Agreement. The Note shall not bear any interest pre-default and shall be secured by 15,000,000 shares of CHVC common stock and the guarantee of Purchaser. The Note shall be payable in three equal installments on December 31, 2009, July 31, 2010, December 31, 2010,

(d) As each payment is made on the Note, security will be reduced proportionally to the amount of Note repaid. By way of example, when the first scheduled repayment is made then security against the Note will be 10,000,000 shares of CHVC and so on until all repayments are made. Buyer will be free to use the 5,000,000 shares released on each payment date at its sole discretion.

(e) The Note will bear interest at Eighteen percent (18%) per year for any period of time when a payment is past due.

(f)  Purchaser  agrees  that  no securities  shall be sold in the public market for  twenty-four  months after the Closing Date, without the consent of CHVC.  There will be placed on the certificates for such shares, or shares issued in substitution thereof, a legend stating in substance:

“The securities represented by this certificate are subject to restrictions on transfer set forth in the Stock Purchase Agreement dated January 29, 2009, a copy of which may be obtained from the Secretary of the Company.  The securities may not be sold or otherwise disposed of prior to January 29, 2011.  This restriction is independent of and in addition to the other restrictions on transfer noted hereon.”

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1.03           Closing.  The date of execution of the Merger Agreement shall be deemed the “Closing Date” of this transaction.

ARTICLE 2:                                SELLER'S REPRESENTATIONS AND WARRANTIES

CHVC hereby represents and warrants to Purchaser that the following facts and circumstances are true and correct as of the date of this Agreement:

2.01           Organization.  CHVC is duly organized, validly existing, and in good standing under the laws of its state of incorporation.  CHVC is qualified to do business in all jurisdictions in which it does business and has all requisite power and authority (corporate and, when applicable, government) to own, operate, and carry on its businesses as now being conducted.

2.02           Authority.  CHVC has full power and authority to execute, deliver, and consummate this Agreement, subject to the conditions to Closing set forth in this Agreement.

2.03           Representations.  No representation, warranty, or covenant made to Purchaser in this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit a material fact necessary to make the statements contained in this Agreement not misleading.

2.04           Broker.  Neither CHVC, nor any of its officers, directors, employees, or stockholders, has retained, consented to, or authorized any broker, investment banker, or third party to act on its behalf, directly or indirectly, as a broker or finder in connection with the transactions contemplated by this Agreement.

2.05           Compliance with Securities Laws.  (a) Purchaser acknowledges that CHVC is relying upon the accuracy and completeness of the statements and representations contained in this section in complying with its obligations under the federal and state securities laws.  Purchaser acknowledges and represents that:

(i) Purchaser is in a financial position to hold the Shares,( the “Securities”) for an indefinite period of time, is able to bear the economic risk of an investment in the Securities and may withstand a complete loss of Purchaser’s investment in the Securities;

(ii) The Purchaser believes that it, either alone or together with the assistance of its own professional advisor or advisors, has the knowledge and experience in business and financial matters that make it capable of reading and interpreting financial statements of and concerning CHVC and of evaluating the merits and risks of an investment in the Securities;

(iii) Purchaser has obtained, to the extent it deems necessary, its own personal professional advice with respect to the risks inherent in an investment in the Securities and to the suitability of an investment in the Securities in light of its financial condition and investment needs;

(iv) Purchaser understands that an investment in the Securities is highly speculative but that it believes that an investment in the Securities is suitable based upon Purchaser’s investment objectives and financial needs, and that it has adequate means for providing for its current financial needs and contingencies and has no need for liquidity of investment with respect to the Securities;

(v) Purchaser acknowledges access to full and complete information regarding CHVC and has utilized that access to Purchaser’s satisfaction for the purpose of obtaining information concerning the named entities, an investment in the Securities and the terms and conditions of this offering of the Securities, and has either attended or been given reasonable opportunity to attend a meeting with representatives of CHVC for the purpose of asking questions of, and receiving answers from, these representatives concerning CHVC, an investment in the Securities

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and the terms and conditions of this offering of the Securities, and for the purpose of obtaining any additional information to the extent reasonable available that is necessary to verify the information provided;

(vi) Purchaser recognizes that the Securities as an investment involve a high degree of risk;

(vii) Purchaser realizes that (A) the purchase of the Securities is a long-term investment; (B) the Purchaser must bear the economic risk of investment for an indefinite period of time because the Securities have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state, and, therefore, cannot be sold unless they are subsequently registered under these laws or exemptions from registrations are available; (C) there presently is no public market for the Securities and Purchaser may not be able to liquidate Purchaser's investment in the Securities in the event of an emergency or to pledge the Securities as collateral for loans; and (D) the transferability of the Securities is restricted, and (1) requires conformity with the restrictions contained hereinbelow, and (2) will be further restricted by legends placed on the certificates representing the Securities referring to the applicable restrictions on transferability;

(b) Purchaser has been advised that the Securities have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, that the Securities are being offered and sold pursuant to exemptions from the registration requirements of these laws, and that the reliance of CHVC on these exemptions is predicated in part on Purchaser’s representations contained in this section.  Purchaser represents and warrants that the Securities are being purchased for its own account and for investment and without the intention of reselling or redistributing the Securities, that Purchaser has not made any agreement with any other person or entity regarding any of the Securities, and that Purchaser’s financial condition is such that it is not likely that it will be necessary for Purchaser to dispose of the Securities in the foreseeable future.  Purchaser is aware that, in the view of the Securities and Exchange Commission, a purchase of the Securities with an intent to resell the Securities by reason of any foreseeable specific contingency or anticipated change in market values, or any change in the condition of Purchaser or its business, or in connection with a contemplated liquidation or settlement of any loan obtained for the acquisition of the Securities and for which the Securities was pledged as security, would represent an intent that is inconsistent with the representations set forth above.  Purchaser further represents and agrees that, if, contrary to Purchaser’s foregoing intentions, Purchaser later should desire to dispose of or transfer any of the Securities in any manner, Purchaser will not do so without first obtaining (A) an opinion of independent counsel to the effect that the proposed disposition or transfer lawfully can be made without registration of the Securities pursuant to the Securities Act of 1933 an then in effect and applicable state securities law, or (B) such registration.

(c) Purchaser represents and warrants that the Securities are being received by Purchaser in Purchaser’s own name solely for Purchaser’s own beneficial interest, and not as nominee for, or on behalf of, or for the beneficial interest of, or with the intention to transfer to, any other person, trust or organization, except as specifically set forth hereinbelow.

(d) Purchaser is informed of the significance to CHVC of the foregoing representations, agreements and consents, and they are made with the intention that CHVC may rely upon them and agrees to indemnify CHVC, and its officers, directors and agents (the “Indemnified Parties”) for any loss, claim or liability which any Indemnified Party might incur as a result of reliance upon any fact misrepresented by Purchaser in this section.

(e) Purchaser additionally represents that the representations contained in this section have been duly authorized by all necessary action on the part of Purchaser, has been duly executed by an authorized officer or representative of Purchaser, and is a legal, valid and binding obligation of Purchaser enforceable according to its terms.

ARTICLE 3:                                PURCHASER'S REPRESENTATIONS AND WARRANTIES

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Purchaser represents and warrants to CHVC that:

3.01           Authority.  Purchaser has full power and authority to execute, deliver, and consummate this Agreement subject to the conditions to Closing set forth in this Agreement.  All corporate acts, reports, and returns required to be filed by Purchaser with any government or regulatory agency with respect to this transaction have been or will be properly filed prior to the date of this Agreement.  No provisions exist in any contract, document, or other instrument to which Purchaser is a party or by which Purchaser is bound that would be violated by consummation of the transactions contemplated by this Agreement.

3.02           Organization and Standing of Purchaser.  Purchaser is a corporation duly organized, validly existing, and in good standing under the laws of the state of Nevada, with corporate power to own property and carry on its business as it is now being conducted.

ARTICLE 4:                                CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE

The obligation of Purchaser to Close under this Agreement is subject to each of the following conditions (any one of which may, at the option of Purchaser, be waived in writing by Purchaser) existing on the date of this Agreement, or such earlier date as the context may require.

4.01           Representations and Warranties.  Each of the representations and warranties of CHVC in this Agreement and all other information delivered under this Agreement shall be true in all material respects as of the date of this Agreement.

4.02           Compliance With Conditions.  CHVC shall have complied with and performed all agreements, covenants, and conditions in this Agreement required to be performed and complied with.  All requisite action (corporate and other) in order to consummate this Agreement shall have been properly taken by CHVC.

4.03           Suit or Proceeding.  No suit or proceeding, legal or administrative, relating to any of the transactions contemplated by this Agreement shall have been overtly threatened or commenced that, in the sole discretion of Purchaser and its counsel, would make it inadvisable for Purchaser to Close this transaction.

4.04           Government Approvals and Filings.  All necessary government approvals and filings regarding this transaction, if any, shall have been received or made prior to the date of this Agreement in substantially the form applied for to the reasonable satisfaction of Purchaser and its counsel.  Any applicable waiting period for the approvals and filings shall have expired.

4.05           Corporate and Stockholder Action.  All corporate action necessary to consummate the transactions contemplated in this Agreement shall have been properly taken by CHVC.

4.06           Merger Agreement. CHVC and its affiliates have executed the Merger Agreement.

ARTICLE 5:                                CONDITIONS TO SELLER'S OBLIGATION TO CLOSE

The obligation of CHVC to Close under this Agreement is subject to each of the following conditions (any one of which at the option of CHVC may be waived in writing by CHVC) existing on the date of this Agreement.

5.01           Corporate Action.  Purchaser shall have taken appropriate corporate action regarding this transaction, which shall be evidenced by resolutions of its board of directors and certified by Purchaser's corporate secretary, authorizing Purchaser to enter into and complete this transaction.

5.02           Merger Agreement. Purchaser and its affiliates have executed the Merger Agreement.

ARTICLE 6:                                PARTIES' OBLIGATIONS AT THE CLOSING

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6.01           CHVC’s Obligations at the Closing.  At the Closing, CHVC shall deliver or cause to be delivered to Purchaser certificates evidencing ownership of the Stock, subject to the lien contained in the Note.

6.02           Purchaser's Obligation at Closing.  At the Closing, Purchaser shall pay the purchase price, against delivery of the items specified in Paragraph 6.01, above.

ARTICLE 7:                                GENERAL PROVISIONS

7.01           Survival of Representations, Warranties, and Covenants.  The representations, warranties, covenants, and agreements of the parties contained in this Agreement or contained in any writing delivered pursuant to this Agreement shall survive the date of this Agreement.

7.02           Notices.  All notices or other communications hereunder must be given in writing and either (i) delivered in person, (ii) transmitted by facsimile telecommunication, provided that any notice so given is also mailed as provided for herein, (iii) delivered by Federal Express or similar commercial delivery service, or (iv) mailed by certified mail, postage prepaid, return receipt requested, as follows:

If to CHVC: 327 Plaza Real, Suite 319, Boca Raton, Florida 33432; Fax: (561) 394-2906;

If to Purchaser: 3390 Peachtree Rd. NE, Suite 1000, Atlanta, GA 30326; Fax: (404) 969-3601;

or to such other address or facsimile number as CHVC or the Purchaser shall have designated to the other by like notice.  Each such notice or other communication shall be effective (i) if given by facsimile telecommunication, when transmitted, (ii) if given by mail, five (5) business days after such communication is deposited in the mail and addressed as aforesaid, (iii) if given by Federal Express or similar commercial delivery service, one (1) business day after such communication is deposited with such service and addressed as aforesaid, and (iv) if given by any other means, when actually delivered at such address.

7.03           Assignment of Agreement.  This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns.  This Agreement may not be assigned by any other party without the written consent of all parties and any attempt to make an assignment without consent is void.

7.04           Governing Law.  This Agreement shall be construed and governed by the laws of the state of Florida (without reference to the choice of law provisions of Florida law), except with respect to matters of law concerning the internal corporate affairs of any corporate entity which is a party to or the subject of this Agreement, and as to those matters the law of the jurisdiction under which the respective entity derives its powers shall govern.

7.05           Default.  The following are considered to be events of default, but only after the defaulting Party fails to remedy such breach within thirty (30) days: A Party: (1) fails to perform any material obligation or covenant in any written agreement between CHVC and Purchaser, (2) makes any material false statement or representation in any agreement or document presented to CHVC and Purchaser, or (3) a receiver is appointed for a Party, or (4) bankruptcy or insolvency proceedings are commenced against a Party. Notwithstanding the above, the defaulting Party has ten (10) business days to remedy any monetary breach of this Agreement.

7.06           Amendments; Waiver.  This Agreement may be amended only in writing by the mutual consent of all of the parties, evidenced by all necessary and proper corporate authority.  No waiver of any provision of this Agreement shall arise from any action or inaction of any party, except an instrument in writing expressly waiving the provision executed by the party entitled to the benefit of the provision.

7.07           Entire Agreement.  This Agreement, together with any documents and exhibits given or delivered pursuant to this Agreement, constitutes the entire agreement between the parties to this Agreement on

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the subject matter of this Agreement.  No party shall be bound by any communications between them on the subject matter of this Agreement unless the communication is (a) in writing, (b) bears a date contemporaneous with or subsequent to the date of this Agreement, and (c) is agreed to by all parties to this Agreement.  On execution of this Agreement, all prior agreements or understandings between the parties on the subject matter of this Agreement shall be null and void.

Signed as of January 29, 2009.

CHVC:  China Voice Holding Corp.

By: /s/ Bill Burbank___________

     Bill Burbank, Chief Executive Officer

Purchaser:  Flint Telecom Group, Inc.

By: /s/ Vincent Browne_______

Vincent Browne, Chief Executive Officer

Stock Purchase Agreement CHVC Flint 12 27 08

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EX-4.2

FLINT TELECOM GROUP, INC.

PROMISSORY NOTE

$7,000,000                                                                      January 29, 2009

FOR VALUE RECEIVED, Flint Telecom Group, Inc., a Nevada corporation (the "Maker"), promises to pay to the order of China Voice Holding Corp, A Nevada Corporation (the "Payee"), in lawful money of the United States of America, the principal sum ofSEVEN MILLION AND NO/100 DOLLARS ($7,000,000.00) (the "Principal Amount") on the terms set forth below (the “Note”). The Note shall not bear any interest pre-default; The Note will bear interest at Eighteen percent (18%) per year for any period of time when a payment is past due.

     The Note is made in connection with that certain Stock Purchase Agreement dated January 29, 2009 between Maker and Payee (the "Investment Agreement").

1. Definitions.

Capitalized terms not defined herein shall have the same meaning as set forth in the Investment Agreement.  The following terms shall have the meanings herein specified:

     "Event of Default" means an event specified in Section 4 hereof.

     "Holder" means the Payee, and each endorsee, pledgee, assignee, owner and holder of this Note, as such; and any consent, waiver or agreement in writing by the then Holder with respect to any matter or thing in connection with this Note, whether altering any provision hereof or otherwise, shall bind all subsequent Holders.  Notwithstanding the foregoing, the Maker may treat the registered holder of this Note as the Holder for all purposes.

     "Principal Amount" shall have the meaning set forth in the initial paragraph.

     "Person" means an individual, trust, partnership, firm, association, corporation or other organization or a government or governmental authority.

           2. Payment of the Note - Principal and Interest.

(a)           Payment Schedule.  Maker shall pay the Note as follows: a payment of $2,333,333.33 on or before December 31, 2009; a payment of $2,333,333.33 on or before July 31, 2010, and a payment of $2,333,333.34, plus any remaining balance due on the Note on or before December 31, 2010.     

(b)       Payment on an Event of Default.

Maker and any and all co-makers, endorsers, guarantors and sureties severally waive presentment for payment, notice of non­payment, protest, demand, notice of protest, notice of intention to accelerate, notice of acceleration and dishonor, diligence in enforcement and indulgences of every kind, and hereby agree that this Note and the liens securing its payment

may be extended and re-extended and the time for payment extended and re-extended from time to time without notice to them or any of them, and they severally agree that their liability on or with respect to this Note shall not be affected by any release or change in any security at any time existing or by any failure to perfect or maintain perfection of any security interest in such security.

It is agreed that time is of the essence of this Note, and if any payment of principal and interest is not received by Payee on or before the due date of the payment, or,  if a default occurs under any instrument now or hereafter executed in connection with or as security for this Note, thereupon, after the passage of a ten day notice and cure period, at the option of Payee, the entire unpaid principal balance and the accrued and unpaid interest shall be due and payable forthwith without demand, notice of default or of intent to accelerate the maturity hereof, notice of nonpayment, presentment, protest or notice of dishonor, all of which are hereby expressly waived by Maker and each other liable party. Any past due principal shall bear interest at the maximum rate allowed by law. Failure to exercise this option upon any such default shall not constitute a waiver of the right to exer­cise such option in the event of any subsequent default.

If the entire unpaid principal balance plus all accrued and unpaid interest due and owing on this Note is not paid at maturity whether by acceleration or otherwise and is placed in the hands of an attorney for collection, or suit is filed hereon, or proceed­ings are had in probate, bankruptcy, receivership, reorganization, arrangement or other legal proceedings for collection hereof, Maker and each other liable party agree to pay Payee its reasonable collec­tion costs, including a reasonable amount for attorneys' fees, but in no event to exceed the maximum amount permitted by law.  Maker shall be directly and pri­marily liable for the payment of all sums called for hereunder, and Maker hereby expressly waives bringing of suit and diligence in taking any action to collect any sums owing hereon and in the handling of any security hereunder, and Maker hereby consents to and agrees to remain liable hereon regardless of any renewals, extensions for any period or rearrangements hereof, or any release or substitution of security herefor, in whole or in part, with or without notice, from time to time, before or after maturity.

 (c)           Prepayment.   The Maker may make optional prepayments of principal on this Note without penalty or premium at any time or from time to time, provided that any such prepayment shall be accompanied by the payment of accrued and unpaid interest on the amount being prepaid through the date of the prepayment.  All prepayments on this Note, whether voluntary or mandatory, shall be credited first against accrued and unpaid interest and the balance shall be credited against unpaid principal.

3. Security.  As security for the performance of Maker’s obligations hereunder, Maker hereby grants to Payee a security interest in and to 15,000,000 shares of common stock of China Voice Holding Corp., issued pursuant to that certain Stock Purchase Agreement by and among Maker and Payee (the “Collateral”).

As each payment is made on the Note, security will be reduced proportionally to the amount of Note repaid. By way of example, when the first scheduled repayment is made then security against the Note will be 10,000,000 shares of CHVC and so on until all repayments are made. Maker will be free to use the 5,000,000 shares released on each payment date at its sole discretion.

4. Events of Default.

The existence of any of the following conditions shall constitute an Event of Default:

(a)           Commencement of proceedings under any bankruptcy or insolvency law or other law for the reorganization, arrangement, composition or similar relief or aid of debtors or creditors if such proceeding remains undismissed and unstayed for a period of 60 days following notice to the Maker by the Holder.

(b)           If the Maker shall dissolve, liquidate or wind up its affairs or sell substantially all of its assets.

(c)           If the Maker breaches any of its representations, warranties, covenants or agreements set forth in the Stock Purchase Agreement and such breach shall not be cured within 30 days after written notice thereof shall have been given to the Maker by the Holder.

(d)            Attachment or similar process of execution is levied against a material portion of the Maker's assets and such process is not terminated and any orders issued pursuant thereto canceled within 90 calendar days.

(f)           The Maker is in material breach of any provision of this Note, which breach (other than a breach described in Section 4(a) and 4(d) above) continues for more than 30 calendar days following written notice to the Maker by the Holder. In the case of a monetary breach the Maker shall be in default if the breach is not cured in ten (10) days.

If an Event of Default occurs, the entire unpaid principal balance and the accrued and unpaid interest shall be due and payable immediately.

5. Loss or Mutilation of Note.

Upon receipt by the Maker of evidence satisfactory to the Maker of the loss, theft, destruction or mutilation of this Note, together with an indemnity reasonably satisfactory to the Maker, in the case of loss, theft, or destruction, or the surrender and cancellation of this Note, in the case of mutilation, the Maker shall execute and deliver to the Holder a new Note of like tenor and denomination as this Note.

6. Waivers.

The failure of Holder to enforce at any time any of the provisions of this Note shall not, absent an express written waiver signed by Holder specifying the provision being waived, be construed to be a waiver of any such provision, nor in any way to affect the validity of this Note or any part hereof or the right of Holder thereafter to enforce each and every such provision. No waiver of any breach of this Note shall be held to be a waiver of any other or subsequent breach.

7. No Usurious Interest.

It is the intent of Maker and Payee in the execution of this Note and all other loan documents to contract in strict compliance with applicable usury   law. In furtherance thereof, Maker and Payee stipulate and agree that none of the terms and provisions contained in this Note, or in any other instrument executed in connection herewith, shall ever be construed to  create a contract to pay for the use, forbearance or detention of money,  interest at a rate in excess of the maximum rate allowed by law ("Maximum  Rate"). Neither Maker nor any guarantors, endorsers or other parties now or hereafter becoming liable for payment of this Note shall ever be obligated  or required to pay interest on this Note at a rate in excess of the Maximum Rate, and the provisions of this paragraph shall control over all other  provisions of this Note and any other loan documents now or hereafter executed which may be in apparent conflict herewith. Payee expressly disavows any intention to charge or collect excessive unearned interest or finance charges in the event the maturity of this Note is accelerated. If the maturity of this Note shall be accelerated for any reason or if the principal of this Note is paid prior to the end of the term of this Note, and as a result thereof the interest received for the actual period of   existence of the loan evidenced by this Note exceeds the applicable maximum  lawful rate, the holder of this Note shall credit the amount of such excess against the principal balance of this Note then outstanding and thereby shall render inapplicable any and all penalties of any kind provided by  applicable law as a result of such excess interest; provided, however, that  if the principal hereof has been paid in full, such excess shall be refunded to Maker. If the holder of this Note shall receive money (or anything else)  which is determined to constitute interest and which would increase the  effective interest rate on this Note or any other indebtedness which Maker or a guarantor is obligated to pay to holder to a rate in excess of that permitted by applicable law,   the amount determined to constitute interest in excess of the lawful rate  shall be credited against the principal balance of this Note then  outstanding or, if the principal balance has been paid in full, refunded to  Maker, in which event any and all penalties of any kind under applicable law  as a result of such excess interest shall be inapplicable. If the holder of this Note shall not actually receive, but shall contract for, request or   demand, a payment of money (or anything else) which is determined to  constitute interest and which would increase the effective interest rate contracted for or charged on this Note or the other indebtedness evidenced  or secured by the note to a rate in excess of that permitted by  applicable law, the holder of this Note shall be entitled, following such    determination, to waive or rescind the contractual claim, request or demand  for the amount determined to constitute interest in excess of the lawful  rate, in which event any and all penalties of any kind under applicable law   as a result of such excess interest shall be inapplicable. By execution of   this Note Maker acknowledges that Maker believes the loan evidenced by this   Note to be non-usurious and agrees that if, at any time, Maker should have reason to believe that such loan is in fact usurious, Maker will give the  holder of this Note notice of such condition and Maker agrees that the   holder shall have sixty (60) days in which to make appropriate refund or   other adjustment in order to correct such condition if in fact such exists.

Additionally, if, from any circumstance whatsoever, fulfillment of any  provision hereof or of any documents or instruments executed pursuant to the terms thereof, shall,  at the time fulfillment of such provision be due, involve transcending the Maximum Rate then, ipso facto, the obligation to be fulfilled shall be  reduced to the Maximum Rate. The term "applicable law" as used in this Note  shall mean the laws of the State of Florida or the laws of the United States,  whichever laws allow the greater rate of interest, as such laws now exist or  may be changed or amended or come into effect in the future.

8.Notices.

All notices or other communications to a party required or permitted hereunder shall be in writing and shall be delivered personally or by facsimile (receipt confirmed electronically) to such party (or, in the case of an entity, to an executive officer of such party) or shall be sent by a reputable express delivery service or by certified mail, postage prepaid with return receipt requested, addressed as follows:

if to Payee to:

327 Plaza Real, Suite 319,

Boca Raton, Florida 33432;

Fax: (561) 394-2906

if to the Maker to:

General Counsel

Flint Telecom Group, Inc.

3390 Peachtree Rd. NE, Suite 1000

Atlanta, GA 30326

Fax: (404) 969-3601

     Any party may change the above specified recipient and/or mailing address by notice to all other parties given in the manner herein prescribed. All notices shall be deemed given on the day when actually delivered as provided above (if delivered personally or by facsimile, provided that any such facsimile is received during regular business hours at the recipient's location) or on the day shown on the return receipt (if delivered by mail or delivery service).

9. Final Contract.

MAKER HEREBY, AND PAYEE BY ITS ACCEPTANCE OF THIS NOTE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO, ANY CLAIMS, CROSS-CLAIMS OR THIRD-PARTY CLAIMS) BASED HEREON OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS NOTE OR ANY DOCUMENT EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.  MAKER HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OR AGENT OF PAYEE OR PAYEE’S COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT PAYEE WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.  THIS PROVISION IS A MATERIAL INDUCEMENT OT THE PAYEE

ACCEPTING THIS NOTE AND MAKING ANY LOAN, ADVANCE OR OTHER EXTENSION OF CREDIT TO THE MAKER AND SHALL SURVIVE DURING THE ENTIRE TIME THAT ANY AMOUNT OF THE NOTE SHALL REMAIN UNPAID.

10. Headings.

The titles and headings to the Sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Note. This Note shall be construed without regard to any presumption or other rule requiring construction hereof against the party causing this Note to be drafted.

11. Applicable Law and Jurisdiction.

The legality, validity, enforceability and interpretation of this Note and the relationship of the parties hereunder shall be governed by the laws of the State of Florida, without giving effect to the principles of conflict of laws, except with respect to matters of law concerning the internal corporate affairs of any corporate entity which is a party to or the subject of this Agreement, and as to those matters the law of the jurisdiction under which the respective entity derives its powers shall govern.  Any claim, cause of action, suit or demand allegedly arising out of or related to this Note, or the relationship of the parties, shall be brought exclusively in the state or federal courts located in Florida, and the parties irrevocably consent to the exclusive jurisdiction and venue of such courts and waive any objections they may have at any time to such exclusive jurisdiction and venue.

IN WITNESS WHEREOF, Flint Telecom Group, Inc. has caused this Promissory Note to be signed in its name by the signature of its duly authorized representative.

FLINT TELECOM GROUP, INC.

/s/ Vincent Browne___________

By: Vincent Browne

Its: CEO

EX-4.3

SECURITY AGREEMENT

THIS SECURITY AGREEMENT is made and entered into by and between Flint Telecom Group, Inc., a Nevada Corporation (“Debtor”), andCHINA VOICE HOLDING CORP.,a Nevada Corporation, (“Secured Party”).

For good and valuable consideration, the receipt and suffi­ciency of which are hereby acknowledged, Debtor hereby grants to Secured Party a security interest in and to the Collateral, as herein defined, and in connection therewith the parties hereby agree as follows:

Collateral.   To secure payment of the "Indebtedness", as herein defined, Debtor hereby assigns, transfers and sets over to Secured Party, and grants to Secured Party, a security interest in and to 15,000,000 shares of Common Stock of China Voice Holding Corp. and any proceeds from the sale or other disposition (“Collateral”). Certificates evidencing the shares of common stock described herein shall be held by an escrow agent appointed by Secured Party.

Indebtedness.  The term "Indebtedness" as used herein, shall mean Debtor’s obligations now existing or hereinafter arising as a result of Debtor’s execution, as “Maker” of those certain Promissory Notes dated January 29, 2009 in the original principal amount of SEVEN MILLION AND NO/100 DOLLARS ($7,000,000.00)payable to the order of Secured Part ("Note"); and, (b) all rearrangements, increases, renewals and extensions of the Notes.

Representations of Debtor.  Debtor represents, warrants and agrees as follows:

a.           No financing statement or other instrument of hypotheca­tion covering the Collateral or its proceeds is on file in any public office except in favor of Secured Party; except for the security interest granted by this Security Agreement, there is no lien, security interest or encumbrance in or on the Collateral; and Debtor is the true and lawful owner of the Collateral.

b.           The Collateral will not be sold or transferred, and will not be pledged or made subject to a security agreement without the prior written consent of Secured Party.

c.           Debtor will sign and execute alone or with Secured Party any financing statement or other document or procure any document, and pay all costs in connection therewith necessary to protect the security interest under this Security Agreement against the rights or interests of third persons.

d.           Debtor will, at Debtor's own expense, do, make, procure, exe­cute and deliver all acts, things, writings and assurances as Secured Party may at any time reasonably request to protect, assure or en­force the interests, rights and remedies of Secured Party created by, provided in or emanating from this Security Agreement.

e.           Until such time as the Notes are paid in full, the Debtor will honor the terms and conditions of any other written agreements entered into with the Secured Party.

SECURITY AGREEMENT- Page  of [INSERT PAGE NUMBER]

f.           Debtor will, when due, pay all taxes and assessments relating to the Collateral.

Uniform Commercial Code.   This Security Agreement shall constitute a valid and binding security agreement under the Uniform Commercial Code - Secured Transactions (herein called the "Code") creating in favor of Secured Party, until the Indebtedness is fully paid, a first and prior security interest in and to the Collateral.  Accordingly, Debtor hereby acknowledges unto Secured Party that Secured Party shall have, in addition to any and all other rights, remedies and recourses afforded to Secured Party under this Security Agreement or the Instruments, all rights, remedies and recourses afforded to secured parties by the Code.

Default by Debtor.  There will be a default under this Security Agreement upon the happening of any of the following events or conditions which is not cured within any applicable cure periods contained in the Note or any instruments securing the Note (herein called an "Event of Default"):

a.           If any Indebtedness secured by this Security Agreement, either principal or interest, is not paid when due, subject to any notice and cure provisions provided for in the Note.

b.           If the Debtor shall fail to comply with any of the Debtor's covenants or undertakings in any agreement, instrument or other document between the Debtor and the Secured Party, subject to any notice and cure provisions provided for therein.

c.           If Debtor shall fail to comply with any of Debtor's covenants or agreements herein and such failure remains uncured for ten (10) days after receipt of written notice from the Secured Party.

d.           If an order, non-appealable judgment or decree is entered by any court of competent jurisdiction, upon the application of a creditor or otherwise, adjudicating Debtor as bankrupt or insolvent or approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or any substantial part of Debtor's assets and same remains in effect for more than sixty (60) days.

e.           If any warranty, representation or statement contained in this Security Agreement, or any agreement, instrument or other document made or furnished to Secured Party by or on behalf of Debtor in connection with this Security Agreement is proven under applicable law to have been false in any material respect when made or furnished.

Remedies.

a.           When an Event of Default occurs, and at any time thereafter, Secured Party may declare all or a part of the Indebtedness immediately due and payable and may proceed to enforce payment of same and to exercise any and all of the rights and remedies provided by the Code, as well as all other rights and remedies possessed by Secured Party under this Security Agreement or otherwise at law or in equity.  Secured Party may require Debtor to assemble the Collateral and make it available to Secured Party at any place to be designated by Secured Party

SECURITY AGREEMENT- Page  of [INSERT PAGE NUMBER]

which is reasonably convenient to both parties.  For purposes of the notice require­ments of the Code, Secured Party and Debtor agree that notice given at least five (5) days prior to the related action hereunder is reasonable.  Secured Party shall be entitled to immediate possession of the Collateral and all books and records evidencing same and shall have authority to enter upon any premises, upon which said items may be situated, and remove same therefrom.  Expenses of retaking, holding, preparing for sale, selling, or the like ("Collection Costs"), shall include, without limitation, Secured Party's reasonable attorneys' fees and all such expenses shall be recovered by Secured Party before applying the proceeds from the disposition of the Collateral toward the Indebtedness.  To the extent allowed by the Code, Secured Party may use Secured Party's discretion in applying the proceeds of any disposition of the Collateral to the Collection Costs or to the Indebtedness, and Debtor will remain liable for any deficiency remaining after such disposition.  All rights and remedies of Secured Party hereunder are cumulative and may be exercised singly or concurrently.  The exercise of any right or remedy will not be a waiver of any other.

b.           Secured Party, in addition to the rights and remedies provided for in the preceding subparagraph, shall have all the rights and remedies of a secured party under the Uniform Commercial Code as adopted by the state where the Collateral is located at the date of any such Event of Default, and Secured Party shall be entitled to all such other rights and remedies as may now or hereafter exist at law or in equity for the collection of the Indebtedness and the enforcement of the covenants herein and the foreclosure of the security interest created hereby and to resort to any remedy provided hereunder or provided by the Uniform Commercial Code as adopted in the state where the Collateral is located at the date of an Event of Default, or by any other law of such state, shall not prevent the concurrent or subsequent employment of any other appropriate remedy or remedies.

c.           Secured Party may remedy any default, without waiving same, or may waive any default without waiving any prior or subse­quent default.

Secured Party's Rights.

a.

a. The Secured Party is authorized to file a financing statement or statements..

b.           Upon the occurrence of an Event of Default, Secured Party may execute, sign, endorse, transfer or deliver, in the name of Debtor, notes, checks, drafts or other instrument for the pay­ment of money and receipts or any other documents necessary to evidence, perfect or realize upon the security interest and obli­gations created by this Security Agreement.

c.           At Secured Party's option, Secured Party may, after notice to Debtor and Debtor's failure to do so within ten (10) days after receipt of said notice, discharge taxes, liens or security interests or other encumbrances at any time levied or placed on the Collateral, and perform or cause to be performed Debtor's obligations under the Security Agreement to maintain the same in full force and effect.  Debtor agrees to reimburse Secured Party on demand for any payment

SECURITY AGREEMENT- Page  of [INSERT PAGE NUMBER]

made, or expense incurred, by Secured Party pursuant to the foregoing authorization, plus interest thereon at the rate of interest provided for in the Note.

d.           No remedy herein conferred upon or reserved to Secured Party is intended to be or shall be exclusive of any other remedy, but every remedy herein provided is cumulative and is in addition to every other remedy given hereunder or in any instrument exe­cuted in connection herewith, or now or hereafter existing at law or in equity, or by statute; and every such right and remedy may be exercised from time to time and as often as may be deemed expe­dient.  No delay or omission by Secured Party to exercise any right or remedy arising from any default will impair any such right or remedy or will be construed to be a waiver thereof or of any such default or an acquiescence therein.

Release of Security Interest.

(a)Upon full and complete pay­ment of all sums owing and to be owing by Debtor to Secured Party and the termination of any obligations of Debtor under the Security Agreement, together with all costs incurred in connection therewith, at the request and expense of Debtor, Secured Party will make, execute and deliver a reassignment of the properties assigned hereby and of the monies, revenues, proceeds, benefits and payments, if any, that may be owing upon the aforesaid Collateral to Debtor but without covenant or warranty, however, of any kind or character, express or implied, and with the provisions that Secured Party will not be required or called upon to refund or account for any payments properly made to Secured Party which have been or may be properly applied to any Indebtedness secured or to be secured hereby.

(b)Notwithstanding the provisions of Paragraph (a) above, and provided that Debtor is current on its payments and not in default under The Note, Debtor shall have a right to receive partial releases. As each payment is made on the Note, the collateral held will be reduced proportionally to the amount of Note repaid. By way of example, when the first scheduled repayment of $2,333,333.33 is made then the collateral held against the Note will be reduced to 10,000,000 shares of CHVC and so on until all repayments are made. Buyer will be free to use the 5,000,000 shares released on each scheduled payment of $2,333,333.33 at its sole discretion.

Validity of Security Interest.  No security taken hereafter as security for payment of any part or all of the Indebtedness shall impair in any manner or affect this Security Agreement, all such present and future additional security to be considered as cumulative security.  Any of the Collateral may be released from this Security Agreement without altering, varying or diminishing in any way the force, effect, lien, security interest or charge of this Security Agreement as to the Collateral not expressly released, and this Agreement shall continue as a first lien, security interest and charge on all of the Collateral not expressly released until all sums and indebtedness secured hereby have been paid in full.

Notices.  Any notice, request or other document shall be in writing and sent by registered or certified mail, return receipt requested, postage prepaid and addressed to the party to be notified at the following addresses, or such other address as such party may hereafter designate by written notice to all parties, which notice shall be effective as of the date of posting:

SECURITY AGREEMENT- Page  of [INSERT PAGE NUMBER]

(a)           If to Debtor:

3390 Peachtree Rd. NE, Suite 1000

Atlanta, GA 30326

(404) 969-3601

(b) If to the Secured Party:

China Voice Holding Corp.

327 Plaza Real, Suite 319

Boca Raton, Florida, 33432

Florida Law.  This Security Agreement and the obligations of the parties hereunder are to be interpreted, construed and enforced in accordance with the laws of the State of Florida.

Severability.  If any provision of this Security Agreement or the application thereof to any person or circumstance is held to be invalid or unenforceable to any extent, the remainder of this Security Agreement and the application of such provisions to other persons or circumstances is not to be affected thereby and is to be enforced to the full extent permitted by law.

Successors and Assigns.  This Security Agreement inures to the benefit of, and is binding upon, Debtor and Secured Party and their respective heirs, legal representatives, successors and assigns.

Gender. The use of any gender herein shall include the other genders.

Scope.  Nothing herein contained will in any way limit or be construed as limiting the right of Secured Party to collect any note, item, sum or amount secured or to be secured hereby only out of the properties assigned hereby or out of the revenues, monies, proceeds, benefits and payments accruing and to accrue unto Debtor, under and by virtue of said Collateral, but it is express­ly understood and provided that all such Indebtedness and amounts secured and to be secured hereby are, and shall constitute, absolute and unconditional obligations of Debtor to pay to Secured Party the amount provided for instruments executed in connection herewith and all agreements with reference thereto at the time and in the manner therein specified or provided.  Debtor agrees that Debtor will, from time to time, and upon request of Secured Party, furnish satisfactory proof that the properties assigned hereby and the revenues, monies, proceeds, benefits and payments accruing and to accrue under said Collateral are free and clear of all lawful demands, claims and liens of any and all persons whomsoever.

SECURITY AGREEMENT- Page  of [INSERT PAGE NUMBER]

IN WITNESS WHEREOF, this Security Agreement is dated the 29th day of January, 2009.

DEBTOR                                                                                     SECURED PARTY

FLINT TELECOM GROUP INC                                                                                                CHINA VOICE HOLDING CORP.,

A Nevada Corporation

By: /s/ Vincent Browne__________ By: /s/ Bill Burbank______________

     Vincent Browne       Bill Burbank

     Chief Executive Officer       Chief Executive Officer

CHVC MASTER Security Agree 12 21 08

SECURITY AGREEMENT- Page  of [INSERT PAGE NUMBER]

EX-4.4

COMMON STOCK AND WARRANT PURCHASE AGREEMENT

THIS COMON STOCK AND WARRANT PURCHASE AGREEMENT is made as of the 29th day of January, 2009, by and between Flint Telecom Group, Inc. (the “Company”), a corporation organized under the laws of the state of Nevada, with its executive offices at 3390 Peachtree Rd. NE, Suite 1000, Atlanta, GA 30326, and Redquartz Atlanta, LLC, an entity incorporated in the state of ___________ and whose address is set forth on the signature page hereof (the “Investor”).

IN CONSIDERATION of the mutual covenants contained in this Agreement, the Company and the Investor agree as follows:

SECTION 1.  Authorization of Sale of the Shares. Subject to the terms and conditions of this Agreement, the Company has authorized the sale to the Investor five million four hundred fifty four thousand, four hundred fifty four (5,454,545) shares of common stock, $0.01 par value, of the Company (the “Shares”) and three million, seven hundred fifty thousand (3,750,000) warrants to purchase shares of common stock at $0.40 per share, having a three year term and a cashless exercise provision, as set forth in more detail in the Warrant Certificate, attached hereto as Exhibit A (the “Warrants”) as set forth on the signature page hereof.

SECTION 2.  Agreement to Sell and Purchase the Shares.  At the Closing (as defined in Section 3), the Company will sell the Shares and Warrants (together, the “Securities”) to the Investor, and the Investor will buy the Shares from the Company, upon the terms and conditions hereinafter set forth, at a price of twenty seven and one half cents ($0.275) per Share for an aggregate purchase price set forth on the signature page hereof.  The Investor acknowledges that the Closing price of its common shares on the OTC Bulletin Board on January 13, 2009 was $0.26.

SECTION 3.  Delivery of Shares at the Closing.  The completion of the purchase and sale of the Shares and the Warrants (the “Closing”) shall occur simultaneously with the execution of stock purchase agreements for the purchase of Shares and Warrants (the “Closing Date”).  At the Closing, the Company will issue to the Investor one or more stock certificates representing the Shares and the Warrants registered in the name of the Investor, or in such nominee name(s) as designated by the Investor in writing.  The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as Appendix I.  The Company’s obligation to complete the purchase and sale of the Shares being purchased hereunder and deliver such certificates to the Investor at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) the accuracy in all material respects of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to or at the Closing, and (c) the Company agreeing to accept the Investor’s subscription prior to or at the Closing.  The Investor’s obligation to accept delivery of such certificates and to pay for the Shares and Warrants evidenced thereby shall be subject to the accuracy in all material respects of the representations and warranties made by the Company herein and the fulfillment of those undertakings of the Company to be fulfilled prior to or at the Closing.

SECTION 4.  Representations, Warranties and Covenants of the Company.  The Company hereby represents and warrants to, and covenants with, the Investor as follows:

4.1           Organization and Qualification.  The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada.  Each of the Company and its subsidiaries is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or leasing necessary unless the failure to so qualify has not and could not reasonably be expected to have a material adverse effect.

4.2           Authorized Capital Stock.  The authorized capital stock of the Company consists of 100,000,000 common shares.  The number of common shares and all subscriptions, warrants, options, convertible securities, and other rights to purchase or otherwise acquire equity securities of the Company issued and outstanding as at September 30, 2008, are as set forth in the unaudited financial statements of the Company for the quarter ended September 30, 2008 as provided to the Investor in the Information Documents.  The Company has reserved from its duly authorized capital stock the maximum number of shares of common stock issuable pursuant to this Agreement.

4.3           Issuance, Sale and Delivery of the Shares.  The Shares and Warrants being purchased hereunder have been duly authorized, and when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and non-assessable.

4.4           Due Execution, Delivery and Performance of the Agreements.  The Company has full legal right, corporate power and authority to enter into this Agreement and perform the transactions contemplated hereby.  This Agreement has been duly authorized, executed and delivered by the Company.  The consummation by the Company of the transactions herein contemplated will not violate any provision of the organizational documents of the Company.  The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions herein contemplated will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company pursuant to the terms or provisions of, or conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company is a party or by which the Company or any of its properties may be bound or affected and in each case which individually or in the aggregate would have a material adverse effect on the condition (financial or otherwise), properties, business, prospects, or results of operations of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”), or any statute or any authorization, judgement, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any of its respective properties.  Upon its execution and delivery, and assuming the valid execution thereof by the Investor, this Agreement will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

4.5.           Integration, etc.  The Company has not in the past nor will it hereafter take any action to sell, offer for sale or solicit offers to buy any securities of the Company which would bring the offer, issuance or sale of the Shares, as contemplated by this Agreement, within the provisions of Section 5 of the Securities Act.  Neither the Company nor any of its Affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act) has directly, or through any agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any “security” (as defined in the Securities Act) which is or could be integrated with the sale of the Shares in a manner that would require the registration under the Securities Act of the Shares  which form the Shares or (ii) engaged in any form of general solicitation or general advertising (as those terms are used in  Regulation D under the Securities Act) in connection with the offering of the Shares or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

4.6           Compliance with Securities Laws.  Subject to the accuracy of the representations and warranties of the Investor contained herein, the issuance of the Shares and Warrants to the Investor hereunder is exempt from the registration and prospectus delivery requirements of the Securities Act.

4.7           Additional Information.  The Company has made available to the Investor a true and complete copy of each report, schedule, and definitive proxy statement filed by the Company with the Securities and Exchange Commission (the “Commission) under the Securities Exchange Act of 1934 (the “Exchange Act”) (as such documents have since the time of their filing been amended).

4.9           Deliveries at Closing.The Company shall have delivered to the Investor a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the issuance of theShares and Warrants, certifying the current versions of the articles of the Company and certifying as to the signatures and authority of persons signing the Agreements and related documents on behalf of the Company.

4.10Most Favored Nations. During the time period beginning from the Closing Date and ending on the one (1) year anniversary of the Closing Date, if the Company issues common stock or securities convertible or exercisable into stock at a price (or conversion or exercise right) that is less than twenty seven and one half cents ($0.275) per share (the “Adjustment Price”), then, at the time of such issuance(s) the Company shall issue and deliver to the Investor, in proportion to the amount of Shares such Investor purchased, an additional number of shares of common stock pursuant to the following formula: the quotient determined by dividing (i) the Aggregate Amount by (ii) the Adjustment Price and then subtracted by the Shares (the “Adjustment Shares”). However, this provision shall not apply to (i) any convertible or exercisable securities currently issued and outstanding or which shall be issued and outstanding within the following ninety days from the Closing Date, (ii) any new issuances of common stock to executive officers or key employees of the Company, or (iii) any new issuances of securities exercisable into stock pursuant to the Company’s Stock Option Plan(s).  

SECTION 5.  Representations, Warranties and Covenants of the Investor. In order to induce the Company to accept this Agreement, the Investor hereby represents and warrants to, and covenants with, the Company as follows:

5.1(a)                      The Investor has received and had the opportunity to review the Information Documents, and has been given access to full and complete information regarding the Company and has utilized such access to the Investor’s satisfaction for the purpose of obtaining such information regarding the Company as the Investor has reasonably requested; and, particularly, the Investor has been given reasonable opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of this Agreement and to obtain any additional information, to the extent reasonably available;

(b)           Except for the Company information described in the Information Documents, the Investor has not been furnished with any other materials or literature relating to the offer and sale of the Securities; except as set forth in this Agreement, no representations or warranties have been made to the Investor by the Company, or any agent, employee, or affiliate of the Company or such selling agent.

(c)           The Investor believes that an investment in the Securities is suitable for the Investor based upon the Investor investment objectives and financial needs.  The Investor (i) has adequate means for providing for the Investor’s current financial needs and personal contingencies; (ii) has no need for liquidity in this investment; (iii) at the present time, can afford a complete loss of such investment; and (iv) does not have an overall commitment to investments which are not readily marketable that is disproportionate to the Investor's net worth, and the Investor's investment in the Securities will not cause such overall commitment to become excessive.

(d)           The Investor, in reaching a decision to subscribe, has such knowledge and experience in financial and business matters that the Investoris capable of reading and interpreting financial statements and evaluating the merits and risk of an investment in the Securities and has the net worth to undertake such risks.

(e)           The Investor was not offered or sold the Securities, directly or indirectly, by means of any form of general advertising or general solicitation, including, but not limited to, the following:  (1) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar medium of or broadcast over television or radio; or (2) to the knowledge of the undersigned, any seminar or meeting whose attendees had been invited by any general solicitation or general advertising.

(f)           The Investor has obtained, to the extent the Investor deems necessary, the Investor’s own personal professional advice with respect to the risks inherent in the investment in the securities, and the suitability of an investment in the Securities in light of the Investor's financial condition and investment needs;

(g)           The Investor recognizes that the Securities as an investment involves a high degree of risk, including those set forth under the caption "Risk Factors" in our annual report filed with the Securities and Exchange Commission on Form 10K, and, in addition to those Risk Factors, the Risk Factors as listed in Appendix III of this Agreement.

5.2           The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, and has requested, received, reviewed and understood all information it deems relevant in making an informed decision to purchase the Securities, including, without limitation, the information contained in the Information Documents; (ii) it acknowledges that the offering of the Securities pursuant to this Agreement has not been reviewed by the Commission or any state or Canadian regulatory authority; (iii) the Investor is acquiring the number of Securities set forth in the signature page hereto, for its own account for investment only and with no present intention of distributing any of the Securities the distribution thereof; (iv) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the securities which form such Securities except in compliance with the Securities Act, the Securities Act Rules and Regulations and any applicable state securities or blue sky laws; (v) the Investor has completed or caused to be completed the Stock Certificate Questionnaire, attached hereto as Appendix I, and the answers thereto are true and correct as of the date hereof; (vi) the Investor has, in connection with its decision to purchase the number of Securities set forth on the signature page hereof, not relied upon any representations or other information (whether oral or written) other than as set forth in the Information Documents and the representations and warranties of the Company contained herein; (vii) the Investor has had an opportunity to discuss this investment with representatives of the Company and ask questions of them and such questions have been answered to the full satisfaction of the Investor; and (viii) the Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act because such Investor meets at least one of the conditions set forth in Appendix II hereto.

5.3           The Purchase acknowledges that (1) the Securities have not been been registered under the provisions of the 1933 Act, and may not be transferred unless the Investor shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to Rule 144 promulgated under the 1933 Act; (2) any sale of the Securities made in reliance on Rule 144 promulgated under the 1933 Act may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any resale of such Securities under circumstances in which the seller, or the person through whom the sale is made, may be deemed to be an underwriter, as that term is used in the 1933 Act, may require compliance with some other exemption under the 1933 Act or the rules and regulations of the Securities and Exchange Commission (“Commission” or the “SEC”) thereunder; and (3) neither the Company nor any other person is under any obligation to register the Securities under the 1933 Act.

5.4           The Investor further represents and warrants to, and covenants with, the Company that (i) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, (ii) the Investor is duly organized, validly existing and in good standing under the laws of the its jurisdiction of organization, and (iii) upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of the Investor enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

5.5(a)                      The Investor recognizes that an investment in the Securities is speculative and involves a high degree of risk, including a risk of total loss of the Investor’s investment. The Investor can bear the economic risk of this investment and can afford a complete loss thereof.  The Investor has such knowledge and prior substantial investment experience in financial and business matters, including investment in non-listed and non-registered securities, and has had the opportunity to read the SEC Documents and to evaluate the merits and risks of investment in the Company and the Shares.

(b)           All of the information provided to the Company or its agents or representatives concerning the Investor’s suitability to invest in the Company and the representations and warranties contained herein, are complete, true and correct as of the date hereof.  The Investor understands that the Company is relying on the statements contained herein to establish an exemption from registration under U.S. federal and state securities laws.

5.6           The address set forth in the signature page hereto is the Investor’s true and correct domicile.

5.7           Prior to the execution of this Purchase Agreement, the Investor and any affiliates of Investor have not participated in any hedging transactions involving the Company’s Common Stock and have not sold short any of the Company’s Common Stock. The Investor does not have a present intention to sell the Securities, nor a present arrangement or intention to effect any distribution of any of the Securities to or through any person or entity for purposes of selling, offering, distributing or otherwise disposing of any of the Securities.

5.8           The Investor understands and agrees that each certificate or other document evidencing any of the Securities shall be endorsed with the legend in substantially the form set forth below, as well as any other legends required by applicable law, and the Investor covenants that the Investor shall not transfer the Shares represented by any such certificate without complying with the restrictions on transfer described in the legends endorsed on such certificates:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS OR CANADIAN SECURITIES LAWS.  THESE SECURITIES MAY NOT BE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE LAW AND, IF APPLICABLE, CANADIAN SECURITIES LAWS OR (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE.  AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATIONS IS LEGALLY REQUIRED FOR SUCH TRANSFER.

5.9           The Investor agrees not to trade any of the Securities to any person or company before the date which is 6 months from the Closing Date.

5.10           The Investor may be required to bear the economic risk of the investment indefinitely because none of the Securities may be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from registration is available. Any resale of any of the Securities can be made only pursuant to (i) a registration statement under the Securities Act which is effective and current at the time of sale or (ii) a specific exemption from the registration requirements of the Securities Act.  In claiming any such exemption, the Investor will, prior to any offer or sale or distribution of any Securities advise the Company and, if requested, provide the Company with a favorable written opinion of counsel, in form and substance satisfactory to counsel to the Company, as to the applicability of such exemption to the proposed sale or distribution.

5.11           The Investor understands that the exemption afforded by Rule 144 promulgated by the Commission under the Securities Act (“Rule 144”) will not become available for at least six months from the date of payment for the Shares and any sales in reliance on Rule 144, if then available, can be made only in accordance with the terms and conditions of that rule, including, among other things, a requirement that the Company then be subject to, and current, in its periodic filing requirements under the Exchange Act, and, among other things, a limitation on the amount of shares of Common Stock that may be sold in specified time periods and the manner in which the sale can be made; that, while the Company’s Common Stock is registered under the Exchange Act and the Company is presently subject to the periodic reporting requirements of the Exchange Act, there can be no assurance that the Company will remain subject to such reporting obligations or current in its filing obligations; and that, in case Rule 144 is not applicable to a disposition of the Shares, compliance with the registration provisions of the Securities Act or some other exemption from such registration provisions will be required.

5.12           The Investor has taken no action which would give rise to any claim by any person for brokerage commission, finder’s fees or similar payments by Investor relating to this Purchase Agreement or the transactions contemplated hereby.  The Company shall have no obligation with respect to such fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated hereby.  The Investor shall indemnify and hold harmless the Company, its employees, officers, directors, agents, and partners, and their respective affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorney’s fees) and expenses suffered in respect of any such claimed or existing fees, as and when incurred.

5.13           The execution, delivery and performance of this Purchase Agreement by the Investor, and the consummation of the transactions contemplated hereby, will not (i) violate any provision of the Investor’s corporate organizational documents, (ii) violate, conflict with or result in the breach of any of the terms of, result in a material modification of the effect of, otherwise, give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both) a default under, any contract or other agreement to which the Investor is a party or by or to which the Investor or any of the Investor’s assets or properties may be bound or subject, (iii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body by which the Investor, or the assets or properties of the Investor are bound and (iv) to the Investor’s knowledge, violate any statute, law or regulation, including but not limited to the USA Patriot Act.

SECTION 6.  Survival of Representatives, Warranties and Agreements. Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein and in any certificates or documents delivered pursuant hereto or in connection herewith shall survive following the delivery to the Investor of the Shares being purchased and the payment therefor.

SECTION 7.  Reliance on Representations.  The Investor understands the meaning and legal consequences of the representations, warranties, agreements, covenants, and confirmations set out above and agrees that the subscription made hereby may be accepted in reliance thereon.  The Investor agrees to indemnify and hold harmless the Company and any selling agent (including for this purpose their employees, and each person who controls either of them within the meaning of Section 20 of the Securities Exchange Act of 1934, as amended) from and against any and all loss, damage, liability or expense, including reasonable costs and attorney's fees and disbursements, which the Company, or such other persons may incur by reason of, or in connection with, any representation or warranty made herein not having been true when made, any misrepresentation made by the Investor or any failure by the Investor to fulfill any of the covenants or agreements set forth herein, in the Investor Questionnaire or in any other document provided by the Investor to the Company.

SECTION 8.  Notices.  All notices, requests, consents and other communications hereunder shall be in writing, shall be mailed by first-class registered or certified airmail, confirmed facsimile or nationally recognized overnight express courier postage prepaid, and shall be deemed given when so mailed and shall be delivered as addressed as follows:

if to the Company, to:

Flint Telecom Group, Inc.

3390 Peachtree Rd. NE, Suite 1000

Atlanta, GA 30326

Facsimile: (408) 904-7699

Attention: Tali Durant, General Counsel

or to such other person at such other place as the Company shall designate to the Investor in writing; and if to the Investor, at its address as set forth at the end of this Agreement, or at such other address or addresses as may have been furnished to the Company in writing.

SECTION 9.  Changes.  This Agreement may not be modified or amended except pursuant to an instrument in writing, signed by the Company and the Investor.

SECTION 10.  Headings.  The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this Agreement.

SECTION 11.  Severability.  In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. If any such invalidity, unenforceability or illegality of a provision of this Purchase Agreement becomes known or apparent to any of the parties hereto, the parties shall negotiate promptly and in good faith in an attempt to make appropriate changes and adjustments to such provision specifically and this Purchase Agreement generally to achieve as closely as possible, consistent with applicable law, the intent and spirit of such provision specifically and this Purchase Agreement generally.

SECTION 12.  Governing Law.The corporate laws of the State of Nevada shall govern all issues concerning the relative rights of the Company and the Investors as its stockholders.  All other questions concerning this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York without regard to the principles of conflicts of law thereof.  

SECTION 13.  Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but both of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other party.A facsimile signature of this Agreement shall be legal and binding on all parties hereto.

SECTION 14.  Entire Agreement.  This Agreement (including the attachments hereto) contains the entire agreement of the parties with respect to the subject matter hereof and supersedes and is in full substitution for any and all prior oral or written agreements and understandings between them related to such subject matter, and neither party hereto shall be liable or bound to the other party hereto in any manner with respect to such subject matter by any representations, indemnities, covenants or agreements except as specifically set forth herein.

SECTION 15.  Right of Acceptance.  The Investor acknowledges and agrees that the Company shall have the right, at its sole discretion, to accept or reject, up to the Closing, any subscription for Shares and that acceptance thereof is not subject to the Company having received any minimum amount of subscription proceeds.  The Investor further acknowledges and agrees that execution of this Agreement by the Investor shall not result in any obligation on the Company until such time as this Agreement shall have been duly executed by the Company and Closing shall have occurred.  Any funds received by the Company or its agent from the Investor on account of the purchase price of the Shares will be returned to the Investor (without interest or deduction) at the address indicated in Appendix I in the event the Company determines, in its sole discretion, to reject the Investor’s subscription for Shares.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives shown below:

Redquartz Atlanta, LLC                                                                _____

[Name of Investor]

By: /s/ Stephen Keaveney                                                                

Name: Stephen Keaveney

Title: Partner_______________________

Address:                      

Telephone:                                

Facsimile:                                

Date:              January 29, 2009                  

Number of Shares to be Purchased	Price Per Share in U.S. Dollars	Aggregate Price in U.S. Dollars
5,454,545	$0.275	$1,500,000

Number of Warrants: 3,750,000

Accepted and Agreed to by:

FLINT TELECOM GROUP, INC.

By:           /s/ Vincent Browne                                                                

Vincent Browne,

Chief Executive Officer

Date:                      1/29/09                      

EX-4.5

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR CANADIAN PROVINCE, OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

Flint Telecom Group, Inc.

Incorporated Under the Laws of the State of Nevada

No. A-1                                                                                                                                 & #160;   3,750,000 Common Stock

                 Purchase Warrants

CERTIFICATE FOR COMMON STOCK

PURCHASE WARRANTS

1.           Warrants.  Flint Telecom Group, Inc. (the “Company”) hereby certifies that Redquartz Atlanta, LLC, or registered permitted assigns (the "Holder"), is entitled to purchase from the Company, on the terms and subject to the provisions of this Warrant, at any time during the period (the “Exercise Period”) commencing on the date of this Warrant and ending at 5:00 P.M. Eastern Time on January 29, 2011 (the "Expira­tion Date"), 3,750,000 shares of common stock of the Company, par value $.01 per share (“Common Stock”), at a purchase price of forty cents ($0.40) per share (the "Exercise Price").

2.           Transfer of Warrants. The Warrants represented by this Warrant Certificate shall not be transferable except upon written consent of the Company to such transfer or the death of the Holder and then, in such case of death, only to the estate of the Holder or pursuant to the Holder's will or the applicable laws of descent and distribution.

3.           Exercise of Warrant. (a) This Warrant may be exercised in whole or in part at any time on or before the Expiration Date upon surrender of this Warrant Certificate together with the Form of Election to Purchase (the “Purchase Form”) duly completed and executed, together with (except as provided in Section 3(b) hereof) payment of the Exercise Price, at the offices of the Company, 3390 Peachtree Rd. NE, Suite 1000, Atlanta, GA 30326.  If this Warrant is exercised in part, then the Holder shall be entitled to receive a new Warrant covering the remaining number of shares of Common Stock not exercised.  Upon receipt by the Company of this Warrant at its office, or by the stock transfer agent of the Company at its office, in proper form for exercise, or upon delivery of the Form of Election to Convert attached hereto (the “Conversion Notice”) without delivery of this Warrant, the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise or conversion, as the case may be, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the Holder.

(b) In lieu of exercising this Warrant by payment of the Exercise Price pursuant to Section 3(a) of this Warrant, and subject to the limitations provisions of Section 3(c) of this Warrant, if the Current Market Price of the Common Stock (determined in accordance with the provisions of the Conversion Notice) is greater than the Exercise Price, then the Holder shall have the right, on notice to the Company by delivery of the Conversion Notice, to convert this Warrant, in whole or in part to the extent that this Warrant has not been exercised pursuant to said Section 3(a) of this Warrant or converted pursuant to this Section 3(b), for the

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number of shares of Common Stock determined in accordance with the “Calculation of Warrant Conversion” section of the Conversion Notice. The parties understand and agree that, for purposes of Rule 144 of the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), if the holder converts this Warrant pursuant to this Section 3(b), its holding period will commence on the date hereof.  Conversion of the Warrant shall be elected by the Holder delivering to the Company the Conversion Notice, duly completed and executed, to the offices of the Company, 3390 Peachtree Rd. NE, Suite 1000, Atlanta, GA 30326.

(c)           If the Common Stock to be issued upon the exercise of this Warrant are not covered by an effective registration statement under the Securities Act, then unless the Holder otherwise does not need to rely upon the provisions of Rule 144 of the Securities Act in connection with a sale or transfer of the Common Stock to the issued upon the exercise of this Warrant, the exercise of this Warrant shall be effected as a “cashless exercise” pursuant to the provisions of Section 3(b) above.

4.           Expiration of Warrants.  No Warrant may be exercised after 5:00 p.m. Eastern Time on the Expiration Date and any Warrant not exercised by such time shall become void, unless the Expiration Date of this Warrant is extended by the Company.

5.           Delivery of Shares.  (a)                                                       No fractional shares or script representing fractional shares shall be issued upon the exercise of this Warrant. With respect to any fraction of a share called for upon any exercise or conversion of this Warrant, the Company shall round the number of shares of Common Stock to be issued to the next higher integral number of shares.

(b) Except as otherwise set forth herein, upon delivery of a completed Purchase Form accompanied, if the exercise is not a cashless exercise, by payment of the Exercise Price, not later than three (3) business days after the Exercise Date (such third day being the “Delivery Date”), the Company shall deliver to the Holder a certificate or certificates which, after the effective date of a registration statement covering the shares of Common Stock issuable upon exercise of this Warrant (the “Effective Date”), shall be free of restrictive legends and trading restrictions (other than those required by the Securities Act) representing the number of shares of Common Stock being acquired upon such exercise. After the Effective Date and if then available, the Company shall, upon request of the Holder, deliver any certificate or certificates required to be delivered by the Company under this Section 5(b) electronically through the Depository Trust Company or another established clearing company performing similar functions if the Company’s transfer agent has the ability to deliver shares of Common Stock in such manner. If in the case of any exercise of this Warrant such certificate or certificates are not delivered to or as directed by the applicable Holder by the second day after the Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the conversion shall be deemed void ab initio.

(c) The Company’s obligations to issue and deliver the Common Stock upon exercise of this Warrant in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such shares. In the absence of an injunction precluding the same, the Company shall issue the Common Stock upon a properly executed Purchase Form. If the Company fails to

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deliver to the Holder such certificate or certificates pursuant to this Section 5(c) within three (3) trading days of the Delivery Date applicable to such exercise, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $5,000 of Value of the Warrant being exercised, $50 per trading day (increasing to $100 per trading day three (3) trading days after such damages begin to accrue and increasing to $200 per trading day six (6) trading days after such damages begin to accrue) for each trading day after the Delivery Date until such certificates are delivered. Nothing herein shall limit a Holder’s right to pursue actual damages for the Company’s failure to deliver certificates representing shares of Common Stock upon exercise within the period specified herein and such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

(d) If the Company fails to deliver to the Holder such certificate or certificates pursuant to this Section52(c) by the Delivery Date, and if after such Delivery Date the Holder purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of the Common Stock which the Holder was entitled to receive upon the exercise relating to such Delivery Date (a “Buy-In”), then the Company shall pay in cash to the Holder the amount by which (a) the Holder’s total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (b) the product of (x) the aggregate number of shares of Common Stock that such Holder was entitled to receive from the exercise at issue multiplied by (y) the price at which the sell order giving rise to such purchase obligation was executed. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of this Warrant with respect to which the aggregate sale price giving rise to such purchase obligation is $10,000, under the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Borrowers. Nothing in this Section 2(d) shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant pursuant to its terms.

6.           Adjustment of Exercise Price.   (a)                                                                           If the Company shall, subsequent to the date of the initial issuance of this Warrant, (i) pay a dividend or make a distribution on its shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding Common Stock into a greater number of shares or otherwise effect a stock split or distribution, or (iii) combine or reclassify its outstanding Common Stock into a smaller number of shares or otherwise effect a reverse split, then, in each such event, the Exercise Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Price then in effect. The Exercise Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 6. The number of shares of Common Stock that the Holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 3, be entitled to receive shall be adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 6(a)) be issuable on such exercise by a fraction of which (i) the numerator is the Exercise Price that would otherwise (but for the provisions of this Section 6(a)) be in effect, and (ii) the denominator is the Exercise Price in effect on the date of such exercise (prior to any adjustment to the number of shares issuable, as may be made pursuant to the provisions of Section 6(d) below).

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(b) If, while this Warrant is outstanding, the Company sells or otherwise issues any Convertible Securities, shares of Common Stock, or shares of any class of capital stock at a price per share of Common Stock, or with a conversion right or exercise price to acquire Common Stock at a price per share of Common Stock (other than (x) an Exempt Issuance (hereinafter defined), or (y) an issuance covered by Section 6(a) of this Warrant), that is less than the Exercise Price in effect at the time of such sale (such lower price being referred to as the “Lower Price”), the Exercise Price shall be reduced to an amount equal to the Lower Price. Such adjustment shall be made successively whenever any such sale or other issuance at a Lower Price is made. The term “Convertible Security” shall mean any debt or equity security or instrument upon the conversion or exercise of which shares of Common Stock may be issued.  For purposes hereof, “Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, directors of and consultants (other than consultants whose services relate to the raising of funds) of the Company pursuant to the Company’s outstanding stock option or long-term incentive plans, (b) securities upon the exercise or conversion of the Securities issued hereunder, in payment of principal or interest on indebtedness of the Company, (c) securities issued pursuant to acquisition, licensing agreements, or other strategic transactions, provided any such issuance shall only be to a person or entity which is, itself or through its subsidiaries, an operating company (including, without limitation, a company engaged primarily in research and development) in a business which the Company’s board of directors believes is beneficial to the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. For purposes of the parenthetical clause in clause (a), an investor relations firm that is not involved in fund raising is not deemed to be consultant whose services are related to the raising of funds.

(i) For purposes of this Section 6(b), the price at which such shares of Common Stock are issued shall be the consideration paid for the Common Stock or the price at which the Company agrees to issue shares of Common Stock. The price at which any Convertible Security is issued shall be the amount received for the issuance of the Convertible Security plus the minimum amount of additional consideration which is payable upon exercise or conversion of the Convertible Security. If the Company issues securities as a unit, regardless of whether such issuance is defined as a unit, a separate computation shall be made with respect to (x) shares of Common Stock and convertible securities (based on the maximum number of shares of Common Stock which may be issued upon conversion, including conversion of interest or dividends, but excluding warrants, rights and options) and (y) warrants, options or rights, with a separate computation being made as to each warrant, option or right which is issued. If warrants, options or rights are issued, the Company shall not be deemed to have received any consideration for the issuance of the shares upon exercise of the warrant, option or right other than the lowest exercise price provided therein. If the Company has an agreement which provides for the issuance of shares at a fixed price or a formula price with a maximum price, the Company shall be deemed to have issued securities at such maximum price regardless of whether any securities are actually sold, and any issuance of securities below such maximum price shall, if such price is a Lower Price, be a sale which results in an adjustment pursuant to this Section 6(b).

(ii) Any stock or convertible securities (other than warrants or options which shall be valued at the lowest stated exercise price thereof) issued for services that are not Exempt Issuances shall, for purposes of this Warrant, be valued at the par value thereof unless such issuance is made with the prior written approved of the Holder, not to be unreasonably withheld, in which event the securities shall be valued in the manner as set forth in the Holder’s approval.

(c) If the Company shall, subsequent to the date of initial issuance of this Warrant, issue rights or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price (or having a conversion price per

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share) less than the Current Market Price per share of Common Stock for the record date mentioned below, if issuance does not result in an adjustment pursuant to Section 6(b) of this Warrant, the Exercise Price shall be adjusted to an adjusted Exercise Price equal to the price determined by multiplying the Exercise Price in effect immediately prior to the date of such issuance by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on the record date mentioned below plus the number of additional shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered (or the aggregate conversion price of the convertible securities so offered) would purchase at such Current Market Price per share of the Common Stock, and of which the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchased (or into which the convertible securities so offered are convertible). Such adjustment shall be made successively whenever such rights or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants; and shall be effective regardless of whether such rights are exercised or expire in whole or in part unexercised. The provisions of this Section 6(c) are in addition to the provisions of Section 6(b) and any adjustment pursuant to this Section 6(c) shall be made after the application of Section 6(b).

(d) Subject to the provisions of Section 6(a) of this Warrant, whenever the Exercise Price payable upon exercise of each Warrant is adjusted pursuant to this Section 6, the number of shares of Common Stock issuable upon exercise or conversion of this Warrant shall simultaneously be adjusted by multiplying the number of shares of Common Stock issuable upon exercise of each Warrant in effect on immediately prior to the adjustment by the Exercise Price then in effect and dividing the product so obtained by the Exercise Price, as adjusted. In no event shall the Exercise Price per share be less than the par value per share, and, if any adjustment made pursuant to said Section 6 would result in an Exercise Price which would be less than the par value per share, then, in such event, the Exercise Price per share shall be the par value per share; provided, however, that the limitation contained in this sentence shall not limit the number of shares of Common Stock issuable upon exercise or conversion of this Warrant.

(e)           Upon each adjustment of the Exercise Price pursuant to the provisions of this Section 6, the number of Shares issuable upon the exercise of this Warrant shall be adjusted to the nearest full Share by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of Shares issuable upon exercise of this Warrant immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price, so that the aggregate amount delivered by the Holder to the Company in connection with an exercise of this entire Warrant after the adjustment, shall be equal to the aggregate amount that would have been delivered by Holder to the Company in connection with an exercise of this entire Warrant immediately prior to such adjustment.

7.           Adjustments for Reorganization, Consolidation, Merger, or Sale of Assets.  If at any time while the Warrant, or any portion thereof, remains outstanding and unexpired, should there occur a reorganization, merger, or consolidation; or should there occur a sale or transfer of the Company’s assets or properties substantially in entirety as part of a reorganization, merger or consolidation, then lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of the Warrant, or any unexpired exercisable portion thereof, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, consolidation, merger, sale or transfer that the Holder would have been entitled to if the Warrant, or portions thereof, had been exercised immediately prior to the event.  The foregoing shall apply similarly to any successive reorganizations, consolidations, mergers, sales or transfers that may occur while the Warrant, or any portion thereof, remains exercisable.

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8.           Reservation of Stock Underlying the Warrant.  At all times until the expiration of the Warrant, the Company will use commercially reasonable efforts to cause the Company to authorize, reserve, and keep available, solely for issuance and delivery upon the exercise of the Warrant, the shares of Common Stock of the Company that shall be receivable upon exercise or conversion of the Warrant.

9.           Underlying Stock to be Fully Paid and Non-Assessable.  The Company covenants that the shares of Common Stock issuable upon exercise of the Warrant shall be duly and validly issued, fully paid, non-assessable, and free of any liens, charges, and all taxes with respect to the issue thereof.

10.           No Impairment.  The Company shall not, by amendment of its Certificate of Incorporation or

other method or venue, avoid or seek to avoid the observance or performance of any of the terms of the Warrant, but shall at all times, in good faith, take all such actions as may be necessary or appropriate in order to protect the rights of the Holder thereunder against impairment.

11. Exchange or Loss of Warrant. Subject to the provisions of Section 2 hereof, this Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof. The term “Warrant” as used herein includes any Warrants into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone.

12. Rights of the Holder. The Holder shall not, by virtue of this Warrant, be entitled to any rights of a stockholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant and the Note and are enforceable against the Company only to the extent set forth herein and therein, and as provided by applicable law.

13.           Notices.  Any notice or other communication between parties hereto shall be sufficiently given if delivered in accordance with the provisions of the Common Stock and Warrant Purchase Agreement, dated of even date herewith, between the Company and the Holder.

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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its CEO and by its Secretary.

Dated:   January 29, 2009

Flint Telecom Group, Inc.

Attest:

/s/ Tali Durant                                                                                     /s/ Vincent Browne

_________________________________                          By_______________________________________

Tali Durant, Secretary                                                                                      Vincent Browne, CEO

FORM OF ELECTION TO PURCHASE

(To be executed by the Holder if he desires to exercise

Warrants evidenced by the within Warrant Certificate)

To: Flint Telecom Group, Inc.:

The undersigned hereby irrevocably elects to exercise ____________ Warrants, evidenced by the within Warrant Certificate for, and to purchase thereunder, ________________ full shares of Common Stock issuable upon exercise of said Warrants and delivery of $____________ and any applicable taxes.

The undersigned requests that certificates for such shares be issued in the name of:

PLEASE INSERT SOCIAL SECURITY OR

   TAX IDENTIFICATION NUMBER

_______________________________                                                                           ______________________________________

(Please print name and address)

_______________________________                                                                           ______________________________________

_______________________________                                                                           ______________________________________

If said number of Warrants shall not be all the Warrants evidenced by the within Warrant Certificate, the undersigned requests that a new Warrant Certificate evidencing the Warrants not so exercised be issued in the name of and delivered to:

_______________________________________________________

_______________________________________________________

_______________________________________________________

(Please print name and address)

Dated: ____________________                                                                Signature: _____________________________________

NOTICE: The above signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever, or if signed by any other person the Form of Election to Purchase must be duly executed and if the certificate representing the shares or any Warrant Certificate representing Warrants not exercised is to be registered in a name other than that in which the within Warrant Certificate is registered, the signature of the holder hereof must be guaranteed.

Signature Guaranteed:  __________________________________________

SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE FOLLOWING STOCK EXCHANGES:  NEW YORK STOCK EXCHANGE, PACIFIC COAST STOCK EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.

FORM OF ELECTION TO CONVERT

TO:           Flint Telecom Group, Inc.

Pursuant to Section 5 of the Warrant, the undersigned hereby irrevocably elects to convert ____________ Warrants, evidenced by the within Warrant Certificate for, and to purchase thereunder, ________________ full shares of Common Stock issuable upon conversion of said Warrants.  A conversion calculation is attached hereto.

The undersigned requests that certificates for such shares be issued in the name of:

PLEASE INSERT SOCIAL SECURITY OR

   TAX IDENTIFICATION NUMBER

_______________________________                                                                                     ______________________________________

(Please print name and address)

If said number of Warrants shall not be all the Warrants evidenced by the within Warrant Certificate, the undersigned requests that a new Warrant Certificate evidencing the Warrants not so converted be issued in the name of and delivered to:

(Please print name and address)

Dated: ____________________                                                                           Signature: _____________________________________

NOTICE: The above signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever, or if signed by any other person the Form of Election to Convert must be duly executed and if the certificate representing the shares or any Warrant Certificate representing Warrants not exercised is to be registered in a name other than that in which the within Warrant Certificate is registered, the signature of the holder hereof must be guaranteed.

CALCULATION OF WARRANT CONVERSION

X =                       Y(A-B)

A

 Where: X = the number of Shares and/or Warrants to be issued to the Holder;

Y =           the number of Shares and/or Warrants to be converted;

A =           the Current Market Price of one share of Common Stock, to be defined as the average of the closing prices for the common stock for the five (5) trading days ending immediately prior to the Exercise Date; and

B =           the Share Exercise Price.

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EX-10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 29th day of January, 2009, (the “Effective Date”)by and between Flint Telecom Group. Inc, a Nevada corporation (the “Company”), and Bill Burbank, whose residence address is 2605 Windham Court, Delray Beach, Florida 33445 (the “Executive”).

The Company wishes to employ the Executive and the Executive wishes to enter into the employee of the Company as President, Chief Operating Officer, and Board Member of the Company.

This Agreement shall become effective immediately upon the execution hereof.

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties hereby agree as follows:

1.      Employment.

1.1           Employment and Term.  The Company shall employ the Executive and the Executive shall continue to serve the Company, on the terms and conditions set forth herein, for the period (the “Term”) from the Effective Date and expiring on the second anniversary of the Effective Date, unless sooner terminated as hereinafter set forth. The Agreement will automatically renew for subsequent six month period(s), unless terminated at least 60 days prior to the expiration of the applicable six month period.

1.2           Duties of Executive.  The Executive shall serve as President and Chief Operating Officer of the Company and shall perform the duties of an executive commensurate with such position, shall diligently perform all services as may be assigned to him by the Company’s Board of Directors.  The Executive shall devote his working time and attention to the business and affairs of the Company, directing the operations and business development functions of the company by performing the following duties personally or through subordinate supervisors:  establishing, recommending or making decisions on all aspects of the business.The Executive shall report to the Company’s CEO. The Company agrees that Executive is not required to relocate from South Florida. The Company further agrees that Executive may have other non-competitive business interests and may continue as an Officer of China Voice Holding Corp.

1.3           The Company.  As used herein the term the “Company” shall be deemed to include any and all present and future subsidiaries, divisions and affiliates of the Company.

2.      Compensation.

2.1           Base Salary.  During the term, the Executive shall receive a base salary of $15,500.00 per month paid bi-weekly. The Board of Directors may also pay cash, stock or stock option bonuses based on performance if the Company has achieved the goals set by the Board.

2.2           Compensation while an Officer of China Voice Holding Corp.  During the time the Executive is an Officer of China Voice Holding Corp. he will be compensated as

follows: January 2009, 60% of base monthly salary and for months thereafter 90% of monthly base salary.

2.3           Equity.  Upon the execution of this Agreement, the Company will issue to the Executive two million (2,000,000) shares of restricted common stock of the Company, vesting over a period of four years,  such that ¼ of the shares shall vest at the first annual anniversary of the Effective Date, and quarterly thereafter so that 100% of the shares shall be fully vested at the Executive’s four year anniversary with the Company.  If the Executive resigns from the Company at anytime prior to the Executive’s four year anniversary, the Executive shall be entitled to all vested shares as of the date of resignation. If the Executive’s Employment is discontinued after the initial term of this agreement or if the Executive is terminated without cause, the Executive shall be entitled to receive full vesting of all 2,000,000 shares.

2.4           Stock Option Grants.  Subject to the approval of the Company’s Board of Directors, the Executive shall be entitled to receive a grant based on the Executive’s performance during the applicable year. The amount of the stock option grantin any year shall be determined by reference to the profitability of the Company and such other measures as the Board of Directors and the Executive may agree.  The terms and conditions relating to the stock option grant shall be negotiated in good faith.

3.      Expense Reimbursement and Other Benefits.

3.1           Expense Reimbursement.  During the Term, upon the submission of supporting documentation by the Executive, and in accordance with Company policies for its executives, the Company shall reimburse the Executive for all expenses actually paid or incurred by the Executive in the course of and pursuant to the business of the Company, including expenses for travel, auto and entertainment.

3.2           Other Benefits.  During the term, Company shall provide Executive with major medical and dental insurance. The Company shall pay for 100% of the costs to provide the Executive with “family” coverage for medical and dental insurance.  

3.3           Vacation.  Executive shall be entitled to four weeks of paid vacation during each calendar year, taking into consideration the business needs of the Company.

3.4           D&O Insurance. The Company agrees to provide Executive with D&O insurance in a suitable amount agreeable to Executive and the Company will be responsible for maintaining and continuing this coverage throughout the term of Executive’s employment.

4.      Termination for Cause.  Notwithstanding anything contained in this Agreement to the contrary, the Company may terminate this Agreement for Cause.  As used in this Agreement “Cause” shall mean (i) an act of fraud, embezzlement or theft of funds or property of the Company or any of its clients/customers; (ii) any intentional wrongful disclosure of proprietary information or trade secrets of the Company or its affiliates or any intentional form of self-dealing detrimental to the Interests of the Company; (iii) the habitual and debilitating use of alcohol or drugs; (iv) continued failure to comply with the reasonable written directives of the Board of Directors; insubordination or abandonment of position (after written notice and a reasonable opportunity to cure); or (v) failure to comply in any material respect with the terms of this Agreement (after written notice and a reasonable opportunity to cure).  Upon any

termination pursuant to this Section (4) the Company shall pay to the Executive any unpaid Base Salary at the rate then in effect accrued through the effective date of termination specified in such notice.  Except as provided above, the Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination outlined in Sections 3.1.

4.1           Termination Without Cause.  The Company may terminate this Agreement without cause at any time by giving Executive sixty (60) day prior written notice of its desire to terminate. In the event the Company elects to terminate the Agreement pursuant to this Section 4.1, the Company shall have no further liability hereunder other than for the payment to Executive on the termination date of any unpaid Base Salary through the termination date, reimbursement of reasonable business expenses incurred prior to the termination date, a lump sum of two hundred thousand dollars ($200,000) in cash.The Executive shall be released from all restrictive covenants within Section 7 of this Agreement related to competition if terminated without cause, but the Executive shall not disclose any Company “Confidential Information” (as defined within Section 7), to any third party.

5.      Resignation by Executive.  The Executive upon delivery of notice may terminate this Agreement therefore upon not less than 60 days prior notice of such termination.  Upon receipt of such notice, the Company may, in its sole discretion, release the Executive of his duties and his employment hereunder prior to the expiration of the 60 day notice period.  Notwithstanding anything contained in this Agreement to the contrary, in the event of a termination by the Executive pursuant to this Section 5, the Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination outlined in Sections 3.1.

5.1           Disability.  Notwithstanding anything contained in this Agreement to the contrary, the Company, by 30 days written notice to the Executive shall at all times have the right to terminate this Agreement, and the Executive’s employment hereunder, if the Executive shall, as the result of mental or physical incapacity, illness or disability, fail to perform his duties and responsibilities provided for herein for a period of more than 60 days in any 12 month period.  Upon the termination pursuant to this Section, the Company shall continue (i) to pay to the Executive Base Salary at the rates then in effect for a period of 6 months after the effective date of termination (the “Severance Period”), (ii) employee benefit programs as to the Executive for the Severance Period and (iii) the Company shall be responsible for making payments on behalf of the Executive and his family to maintain coverage of health and other benefits under COBRA, for the maximum period allowed.  Except as provided above, the Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses, incurred prior to the date of termination, subject, however to the provisions of Section 3.1.

5.2           Changes in Control.  For the purposes of this Agreement, a “Change of Control” shall be deemed to have taken place if : (i) any person, including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, becomes the owner of beneficial owner of Company securities, after the date of this Agreement, having 50% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company or (ii) the persons who were directors of the Company before such transactions shall cease to constitute a majority of the Boardof Directors of the Company.

(a)           The Company and Executive hereby agree that, if Executive is affiliated with the Company on the date on which a Change of Control occurs, (the “Change of Control Date”), and this Agreement is in full force and effect, the Company (or, if Executive is affiliated with a subsidiary, the subsidiary) will continue to retain Executive and Executive will remain affiliated with the Company (or subsidiary), subject to the terms and conditions of this Agreement,  for the period commencing on the Change of Control Date and ending on the expiration date of this Agreement (which date shall then become the “Change of Control Termination Date”) to exercise such authority and perform such executive duties as are commensurate with the authority being exercised and duties being performed by the Executive immediately prior to the Change of Control Date.  If after the Change of Control, Executive is requested, and, in his sole and absolute discretion, consents to change his principal business location, the Company will reimburse the Executive for his reasonable relocation expenses, including, without limitation, moving expenses, temporary living and travel expenses for a reasonable time while arranging to move his residence to the changed location, closing costs, if any, associated with the sale of his existing residence and the purchase of a replacement residence at the changed location, plus an additional amount representing a gross-up of any state or federal taxes payable by Executive as a result of any such reimbursement.  If the Executive shall not consent to change his business location, the Executive may continue to provide the services required of him hereunder from his then residence and/or business address until the Change of Control Termination Date, at which time this Agreement shall terminate, unless sooner terminated or extended as set forth herein.

(b)           During the remaining term hereof after the Change of Control Date, the Company (or subsidiary) will (i) continue to pay Executive a salary and benefits at not less than the level applicable to Executive on the Change of Control Date, (ii) pay Executive bonuses as set forth herein, and (iii) continue employee benefit programs as to Executive at levels in effect on the Change of Control Date.

(c)           The Company hereby agrees that, if Change of Control occurs prior to the termination of this Agreement, any Shares owned by the Executive shall become registered.

6.      Death.  In the event of the death of the Executive during the Term of his employment hereunder, the Company shall pay to the personal representative of the estate of the deceased Executive any unpaid Base Salary accrued through the date of his death.  Except as provided above, the Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of the Executive’s death, subject, however to the provisions of Section 3.1.

7.      Restrictive Covenants.

7.1           Nondisclosure.  During the Term and following termination of the Executive’s employment with the Company, Executive shall not divulge, communicate, use to the detriment of the Company or for the benefit of any other person or persons, or misuse in any way, any Confidential Information (as hereinafter defined) pertaining to the business of the Company.  Any Confidential Information or data now or hereafter acquired by the Executive with respect to the business of the Company (which shall include, but not be limited to, information concerning the Company’s financial condition, prospects, technology, customers, suppliers, methods of doing business and promotion of the Company’s products and services) deemed a valuable, special and unique asset of the Company that is received by the Executive in confidence and as a

fiduciary.  For purposes of this Agreement “Confidential Information” means information disclosed to the Executive or known by the Executive as a consequence of or through his employment by the Company (including information conceived, originated, discovered or developed by the Executive) prior to or after the date hereof and not generally known or in the public domain, about the Company or its business.  Notwithstanding the foregoing, nothing herein shall be deemed to restrict the Executive from disclosing Confidential Information to the extent required by law.

7.2           Books and Records.  All books, records, accounts and similar repositories of Confidential Information of the Company, whether prepared by the Executive or otherwise coming into the Executive’s possession, shall be the exclusive property of the Company and shall be returned immediately to the Company on termination of this Agreement.

7.3           Certain Activities.  The Executive shall not, while employed by the Company and for a period of 12 months following the date of termination, directly or indirectly, hire, offer to hire, entice away or in any other manner persuade or attempt to persuade any officer, employee, agent, customer, lessor, lessee, licensor, licensee or supplier of Employer or any of its subsidiaries to discontinue or alter his or its relationship with Employer or any of its subsidiaries.

7.4           Non-Competition.  The Executive shall not in any manner, directly or indirectly, including through entities controlled by such Executive, while employed by the Company and for a period of two (2) years following the Executive’s resignation or fulfillment of the initial term of this agreement (i) engage or participate in a business, or otherwise perform services for third parties which are competitive with those performed by the Company, or (ii) own or operate any business which engages or participates in the same or similar business or businesses conducted by the Company which performs competitive services.  Executive shall be deemed to be engaged in the Business or performing competitive services if the Executive engages in such business or performs such services directly or indirectly, whether for the Executive’s own account or for that of another person, firm or corporation, or whether as a stockholder, principal, partner, member, agent, investor, proprietor, director, officer, employee or consultant, except as an employee, director or consultant of the Company; provided, however, that the Executive may hold an investment of no more than 5% of the equity securities of any publicly traded entity without violating this Agreement. It is understood and agreed that the business of China Voice Holding Corp is excluded from this Non-Competition clause.

7.5           Property Rights; Assignment of Inventions.  With respect to information, inventions and discoveries or any interest in any copyright and/or other property right developed, made or conceived of by Executive, either alone or with others, at any time during his employment by Employer and whether or not within working hours, arising out of such employment or pertinent to any field of business or research in which, during such employment, Employer is engaged or (if such is known to or ascertainable by Executive) is considering engaging, Executive hereby agrees:

(a)           that all such information, inventions and discoveries or any interest in any copyright and/or other property right, whether or not patented or patentable, shall be and remain the exclusive property of the Employer;

(b)           to disclose promptly to an authorized representative of Employer all such information, inventions and discoveries or any copyright and/or other property right and all information in Executive’s possession as to possible applications and uses thereof;

(c)           not to file any patent application relating to any such invention or discovery except with the prior written consent of an authorized officer of Employer (other than Executive);

(d)           that Executive hereby waives and releases any and all rights Executive may have in and to such information, inventions and discoveries, and hereby assigns to Executive and/or its nominees all of Executive’s right, title and interest in them, and all Executive’s right, title and interest in any patent, patent application, copyright or other property right based thereon.  Executive hereby irrevocably designates and appoints Employer and each of its duly authorized officers and agents as his agent and attorney-in-fact to act for him and on his behalf and in his stead to execute and file any document and to do all other lawfully permitted acts to further the prosecution, issuance and enforcement of any such patent, patent application, copyright or other property right with the same force and effect as if executed and delivered by Executive; and

(e)           at the request of Employer, and without expense to Executive, to execute such documents and perform such other acts as Employer deems necessary or appropriate, for Employer to obtain patents on such inventions in a jurisdiction or jurisdictions designated by Employer, and to assign to Employer or its designee such inventions and any and all patent applications and patents relating thereto.

7.6           Injunctive Relief.  The parties hereby acknowledge and agree that (a) Employer will be irreparably injured in the event of a breach by Executive under this Section 7; (b) monetary damages will not be an adequate remedy for any such breach; (c) Employer will be entitled to injunctive relief, in addition to any other remedy which it may have, in the event of any such breach; and (d) the existence of any claims that Executive may have against Employer, whether under this Agreement or otherwise, will not be a defense to the enforcement by Employer of any of its rights under this Section 7.

7.7           Non-Exclusivity and Survival.  The covenants of the Executive contained in this Section 7 are in addition to, and not in lieu of, any obligations that Executive may have with respect to the subject matter hereof, whether by contractor by law, and such covenants and their enforceability shall survive any termination of the Employment Term by either party and any investigation made with respect to the breach thereof by Employer at any time.

8.      Withholding.  Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Executive or the Executive’s estate or beneficiaries shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation

9.      Arbitration.  Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance herewith, and judgment upon the award rendered by the arbitrators may be entered in any Court having jurisdiction thereof.

Venue of the arbitration shall be in Palm Beach County, Florida.  Any controversy or claim shall be submitted to three arbitrators selected from the panels of the arbitrators of the American Arbitration Association.  The arbitrators, in addition to any award made, shall have the discretion to award the prevailing party the costs of the proceedings, together with reasonable attorneys’ fees, provided that absent such award, each party shall bear the costs of its own counsel and presentation of evidence, and each party shall share equally the cost of such arbitration proceeding.  Any award made hereunder may be docketed in a court of competent jurisdiction in Palm Beach County, Florida, and all parties hereby consent to the personal jurisdiction of such court for purposes of the enforcement of the arbitration award.

10.           Binding Effect.  Except as herein otherwise provided, this Agreement shall inure to the benefit of and shall be binding upon the parties hereto, their personal representatives, successors, heirs and assigns.  The Executive may not assign his rights or benefits, or delegate any of his duties, hereunder without the prior written consent of the Company.

11.           Further Assurances.  At any time, and from time to time, each party will take such action as may be reasonably requested by the other party to carry out the intent and purposes of this Agreement.

12.           Entire Agreement.  This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof.  It supersedes all prior negotiations, letters and understandings relating to the subject matter hereof.

13.           Amendment.  This Agreement may not be amended, supplemented or modified in whole or in part except by an instrument in writing signed by the party or parties against whom enforcement of any such amendment, supplement or modification is sought.

14.           Choice of Law.  This Agreement will be interpreted, construed and enforced in accordance with the laws of the State of Florida, without giving effect to the application of the principles pertaining to conflicts of laws.

15.           Effect of Waiver.  The failure of any party at any time or times to require performance of any provision of this Agreement will in no manner affect the right to enforce the same.  The waiver by any party of any breach of any provision of this Agreement will not be construed to be a waiver by any such party of any succeeding breach of that provision or a waiver by such party of any breach of any other provision.

16.           Construction.  The parties hereto and their respective legal counsel participated in the preparation of this Agreement; therefore, this Agreement shall be construed neither against nor in favor of any of the parties hereto, but rather in accordance with the fair meaning thereof.

17.           Severability.  The invalidity, illegality or unenforceability of any provision or provisions of this Agreement will not affect any other provision of this Agreement, which will remain in full force and effect, nor will the invalidity, illegality or unenforceability of a portion of any provision of this Agreement affect the balance of such provision.  In the event that any one or more of the provisions contained in this Agreement or any portion thereof shall for any reason be held to be invalid, illegal or unenforceable in any respect, this Agreement shall be reformed, construed and enforced as if such invalid, illegal or unenforceable provision had never been contained herein.

18.           No Third-Party Beneficiaries.  No person shall be deemed to possess any third-party beneficiary right pursuant to this Agreement.  It is the intent of the parties hereto that no direct benefit to any third party is intended or implied by the execution of this Agreement.

19.           Counterparts.  This Agreement may be executed in one or more counterparts, each of which will be deemed an original.

20.           Notice.  Any notice required or permitted to be delivered hereunder shall be in writing and shall be deemed to have been delivered when hand delivered, sent by facsimile with receipt confirmed or when deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested, or by overnight courier, addressed to the parties at the addresses first stated herein, or to such other address as either party hereto shall from time to time designate to the other party by notice in writing as provided herein.

IN WITNESS WHEREOF, this Agreement has been duly signed by the parties hereto on the day and year first above written.

Flint Telecom Group, Inc.

By: /s/ Vincent Browne                                                                

Vincent Browne,  CEO

/s/ Bill Burbank                                                                

Bill Burbank

EX-99.1

FLINT TELECOM GROUP ACQUIRES U.S. SUBSIDIARIES OF CHINA VOICE HOLDING CORP.

Provides operational infrastructure and strengthens management team to further leverage Flint’s network, products and enhanced services platform

Boca Raton, FL—January 29, 2009 —Flint Telecom Group, Inc. (OTCBB:FLTT), announced today that it has acquired six U.S. subsidiaries of China Voice Holding Corp. (CHVC) that provide distribution of prepaid calling cards within in the U.S.  The acquisition provides Flint Telecom with the operational infrastructure and U.S. based management team to further leverage the Company’s current network, products and enhanced services platform.

Flint Telecom Group’s CEO, Vincent Browne, said, “The annualized revenue of the combined  group is already approaching $100M, and after we drive Flint Telecom’s products, services and relationships into the newly acquired subsidiaries, we expect to be profitable on completion of their full integration into the group.  In addition to CHVC’s established distribution channels, we believe that we now have a very solid management team to take our Company to the next level and to seek a relisting on the American Stock Exchange, now called the NYSE Alternext Exchange, as soon as possible.”

Browne further added, “From a product and service distribution standpoint, we are very excited that this acquisition also provides us a direct channel for Flint to market its existing digital phone services to over 1,200 independent U.S. cable companies with over 16,000,000 current subscribers across the United States. We are also focused on enhancing our Wireless Services and IP convergence offerings to drive into the new distribution channels now available to us. On completion of the integration of the subsidiaries we will focus on completing further acquisitions from an existing pipeline of M&A opportunitiesthat are expected to provide additional product enhancements, operational efficiencies and positive income streams.”

Key Executives joining Flint Telecom as a result of the acquisitions are CHVC’s President and CEO, Bill Burbank who will become Flint Telecom’s President, COO and Board Member, Jose

Ferrer, CHVC’s COO becomes EVP of Business Development and John Iacovelli, CHVC’s CIO will take up the role of CTO.

Forbes.com recently indentified the “Three Technologies You Need in 2009” as Voice over Internet Protocol (VoIP), New Mobility Applications and Low-priced Smartphones. Furthermore, the U.S. residential VoIP market is predicted to grow at a compound annual rate of 20 percent over the next four years according to the Telecom Industry Association's 2008 Market Review & Forecast, published February 2008.

Gartner Group forecasts that the composite North American hosted VoIP market will increase from $375 million in 2006 to $3.165 billion in 2011, corresponding to a compound annual growth rate of 53.2% - “Multiple Delivery Models Driving the Demand for Hosted VoIP Services, North America, 2006 – 2011” published November 19, 2007.

Infonetics Research reported that worldwide revenue from hosted VoIP and managed IP PBX services jumped 52% to $24 billion in 2007 after surging 66% in 2006 (Report published August, 2008).

Bill Burbank, Flint Telecom’s new President and COO commented, “I am very excited about joining Flint Telecom Group and taking what my team has built over the last couple of years to a new level. Flint’s network, technology and financial position enable us to deliver additional products and services that will generate higher profit margins from existing CHVC revenues. CHVC’s U.S. operating subsidiaries are currently profitable and have significant existing sales distribution making this transaction a true “win-win” for both companies.”

Burbank continued, “Even with all of the global financial uncertainty we believe that Flint Telecom Group is clearly in the right place at the right time, and when the global economy improves we will be well positioned to take full advantage of the better conditions for the continued benefit of our shareholders.”

Flint Telecom Group’s new contact information is as follows:

U.S. Corporate Headquarters Office

Flint Telecom Group, Inc.

327 Plaza Real – Suite 319

Boca Raton, Florida 33432

Phone: 561 394-2748

Fax: 561 394-2906

ir@flinttelecom.com

Flint Investor Contact:

Steve Keaveney

3390 Peachtree Road –Suite 1000, Atlanta, GA 30326

Email skeaveney@flinttelecom.com

(404) 254-6980

Flint Telecom Group Inc. is a fast growing U.S. public holding company headquartered in South Florida with a portfolio of next-generation IP communications products and services.  Through its subsidiaries, the Company provides an extensive portfolio of next generation communication solutions which include hosted digital phone, voice and data termination, wireless, cable and prepaid calling products and services. The Company was founded by telecom and technology entrepreneurs with a proven track record in building global technology companies. Flint Telecom has grown both organically and through corporate activity and is traded on the OTC Bulletin Board® (OTCBB) under the ticker FLTT.OB. Additional information may be found at www.flinttelecomgroup.com

China Voice Holding Corp. ("CHVC") is a U.S. publicly-traded holding company headquartered in South Florida with a portfolio of next-generation communications products and services doing business in the People's Republic of China. Through its subsidiaries, the Company provides Voice over Internet Protocol ("VoIP") telephone services, office automation, wireless broadband, unified messaging, video conferencing, mobility services and other advanced voice and data services in China, where the Company has obtained full legal status as a licensed telecommunications company. CHVC's focus is on providing its innovative and patented voice and data solutions to government agencies and large enterprises in China. China Voice Holding Corp. trades Over-the-Counter and is listed in the Pink Sheets under the symbol "CHVC". The Company provides financial statements and other current information on the pinksheets.com website and with the SEC at www.sec.gov. Additional information may be found at www.chvc.com.

This press release contains forward-looking statements, which are made pursuant to the Safe-Harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expects”, ``intends'', ``believes'', and similar expressions reflecting something other than historical fact are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. These forward-looking statements involve a number of risks and uncertainties, including the timely development and market acceptance of products and technologies, the ability to secure additional sources of finance, the ability to reduce operating expenses, and other factors described in the Company's filings with the Securities and Exchange Commission. The actual results that the Company achieves may differ materially from any forward-looking statement due to such risks and uncertainties. The Company undertakes no obligation to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release.