FLINT TELECOM GROUP, INC. PROMISSORY NOTE

THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED,  OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

FOR VALUE RECEIVED , Flint Telecom Group, Inc., a Nevada corporation whose principal office is located at 327 Plaza Real, Suite 319, Boca Raton, FL 33432 (the "Company"), promises to pay to the order of Michael Butler  (the "Payee"), at the office of the Payee at Carrick House, 49 Fitzwilliam Square, Dublin 2, Ireland, or at such other place as Payee may designate in writing, the principal sum of Five Hundred Thousand Dollars ($500,000) (the "Principal Amount") on the terms set forth below. No interest shall accrue. All payments of principal hereunder shall be made in U.S. currency.

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 3 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 Company 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.

(a)           Payment after Milestone Deadline.  All principal, and a cash fee of two hundred and fifty thousand dollars ($250,000), shall be due and payable ninety (90) days from the date of the Note.

(b)           Payment on an Event of Default.   If the Note is not repaid within ninety (90) days from the date of the Note, the Holder may request in writing that the Company immediately assign a number of shares of China Voice Holding Corp.’s (CHVC) restricted common stock being used as security under this Note (the “Shares”), such number of shares shall equal the dollar value of the default amount, to be calculated based on the average closing price (ACP) of CHVC’s common stock during the ten trading days prior to the notice of default, and such shares to be issued monthly on a pro rata basis to the Holder over a period of twelve months. Holder may proceed to sell the Shares, in accordance with Rule 144 of the Securities and Exchange Commission (SEC) under the following terms and conditions: (i) Holder may sell on a daily basis an amount of shares not to exceed the daily average trading volume of CHVC’s common stock in the prior month; (ii) Holder may sell the Shares at a price per share not less than 90% of the ACP over the ten trading days prior to the Holder’s actual sale date(s). At the end of each week, Holder shall provide documentation evidencing all sales of the Shares completed in the previous month. Should any sales have been completed at less than 90% of the ACP, the Company shall impose a penalty against Holder equal to that week’s total share value sold. This penalty will also be imposed should Seller not promptly provide its stock sales data to Buyer for any given week.

If an Event of Default occurs and is continuing, then the Holder of this Note may without presentment, protest, notice or demand, all of which are expressly waived, declare this Note immediately due and payable and demand payment of all principal and, at any time thereafter, the Holder may proceed to collect such unconverted principal.

(c)            Prepayment .   The Company may prepay this Note at any time without penalty.

(d)            Security .  This Note and the amounts due hereunder are secured by the following assets: ten million (10,000,000) shares of China Voice Holding Corp.’s restricted common stock held directly by Flint Telecom Group, Inc. (the “Shares”).

3. 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 Company by the Holder.

(b)           If the Company shall dissolve, liquidate or wind up its affairs or sell substantially al