PROMISSORY NOTE

STATE OF LOUISIANA §

PARISH OF ORLEANS §

$2,000,000.00                                                                                                                                                                               JUNE 4, 2009

FOR VALUE RECEIVED,   FLINT TELECOM GROUP, INC. , a Nevada corporation (“ Parent ”), CVC INT’L, INC. , a Florida corporation (“ CVC ”), PHONE HOUSE OF FLORIDA, INC. , a Florida corporation (“ Phone House Florida ”), DIAL-TONE COMMUNICATION, INC. , a Florida corporation (“ Dial-Tone ”), DIGITAL PHONE SOLUTIONS, INC. , a Florida corporation (“ Digital ”), BETTER CHOICE COMMUNICATIONS, INC. , a Florida corporation (“ Better Choice ”), WIZE COMMUNICATIONS, INC. , a Florida corporation (“ Wize ”), STARCOM ALLIANCE, INC. , a Florida corporation (“ Starcom ”), and PHONE HOUSE, INC. a California corporation (“ Phone House California ,” and together with, CVC, Phone House Florida, Dial-Tone, Digital, Better Choice, Wize and Starcom, each a Subsidiary and jointly and severally, the “ Subsidiaries ,” and together with Parent, jointly and severally, the “ Debtor ”) unconditionally and jointly and severally promise to pay to the order of THERMO CREDIT, LLC , a Colorado limited liability company (together with its successors and assigns, “ Lender ”), without setoff, at its offices at 639 Loyola Avenue, Suite 2565, New Orleans, Louisiana 70113, or at such other place as may be designated by Lender, TWO MILLION AND NO/100 DOLLARS ($2,000,000.00) , or so much thereof as may from time to time be advanced and outstanding hereunder in immediately available funds, together with interest computed daily on the outstanding principal balance hereunder, at the annual interest rate set forth in this Note (the “ Rate ”), and in accordance with the payment schedule, indicated below.  This PROMISSORY NOTE (this “ Note ”) is executed pursuant to and evidences the Indebtedness funded by Lender and secured pursuant to that certain LOAN AND SECURITY AGREEMENT between Debtor and Lender dated as of even date herewith (as the same may be amended, restated, supplemented, renewed or extended from time to time, the “ Loan Agreement ”) to which reference is made for a statement of the collateral, rights and obligations of Debtor and Lender in relation thereto; but neither this reference to the Loan Agreement  nor any provision thereof shall affect or impair the absolute and unconditional obligation of Debtor to pay unpaid principal of and interest on this Note when due.  Capitalized terms not otherwise defined herein shall have the same meanings as in the Loan Agreement.

1. Rate .  The Rate shall be the LESSER of (a) the MAXIMUM RATE , or (b) the GREATER of: (i) the PRIME RATE plus EIGHT PERCENT (8.00%) , or (ii) FIFTEEN PERCENT (15.00%) .  The term “ Prime Rate ” means a variable rate of interest per annum equal to the prime rate as published from time to time in the “ Bonds, Rates & Yields ” table of The Wall Street Journal .  If such prime rate, as so quoted, is split between two or more different interest rates, then the prime rate shall be the highest of such interest rates.  If the prime rate is no longer published in the “ Bonds, Rates & Yields ” table of The Wall Street Journal , then the Prime Rate shall be (a) the rate of interest per annum established from time to time by Lender and designated as its base or prime rate, which may not necessarily be the lowest rate charged by Lender and is set by Lender in its sole discretion, or (b) if Lender does not publish or announce a base or prime rate, or does so infrequently or sporadically, then the Prime Rate shall be determined by reference to another base rate, prime rate, or similar lending rate index, generally accepted on a national basis, as selected by Lender in its sole and absolute discretion.  Notwithstanding any provision of this Note or any other agreement or commitment between Debtor and Lender, whether written or oral, express or implied, Lender shall never be entitled to charge, receive, or collect, nor shall amounts received hereunder be credited so that Lender shall be paid, as interest a sum greater than interest at the Maximum Rate.  It is the intention of the parties that this Note, and all Loan Documents securing the payment of this Note or executed or delivered in connection therewith, shall comply with applicable law.  If Lender ever contracts for, charges, receives or collects anything of value under the Loan Documents which is deemed to be interest under applicable law, and if the occurrence of any circumstance or contingency, whether acceleration of maturity of this Note, prepayment of this Note, delay in advancing proceeds of this Note, or any other event, should cause such interest to exceed the maximum lawful amount, any amount which exceeds interest at the Maximum Rate shall be applied to the reduction of the unpaid principal balance of this Note, and if this Note and such other indebtedness are paid in full, any remaining excess shall be paid to Debtor.  In determining whether the interest payable hereunder exceeds interest at

 the Maximum Rate, the total amount of interest shall be spread, prorated and amortized throughout the entire term of this Note until its payment in full.  The term “ Maximum Rate ” as used in this Note means the maximum nonusurious rate of interest per annum permitted by whichever of applicable United States federal law or Louisiana law permits the higher interest rate, including to the extent permitted by applicable law, any amendments thereof hereafter or any new law hereafter coming into effect to the extent a higher Maximum Rate is permitted thereby.  If at any time the Rate shall exceed the Maximum Rate, the Rate shall be automatically limited to the Maximum Rate until the total amount of interest accrued hereunder equals the amount of interest which would have accrued if there had been no limitation to the Maximum Rate.

2. Accrual Method .   Interest on the Indebtedness evidenced by this Note shall be computed on the basis of a THREE HUNDRED SIXTY (360) day year and shall accrue on the actual number of days elapsed.  In computing the number of days during which interest accrues, the day on which funds are initially advanced shall be included regardless of the time of day such advance is made, and the day on which funds are repaid shall be included unless repayment is credited prior to the close of business on the Business Day received as provided herein.

3. Rate Change Date .   The Rate will change each time and as of the date that the Prime Rate changes.

4. Payment Schedule .   Except as expressly provided herein to the contrary, all payments on this Note shall be applied in the following order of priority: (a) the payment or reimbursement of any reasonable out –of-pockets costs and expenses (other than the outstanding principal balance hereof and interest hereon) for which either Debtor shall be obligated or Lender shall be entitled pursuant to the provisions of this Note or the other Loan Documents, (b) the payment of accrued but unpaid interest and fees thereon, and (c) the payment of all or any portion of the principal balance hereof then outstanding hereunder, in the direct order of maturity.  If an Event of Default exists under any of the other Loan Documents, then Lender may, at the sole option of Lender, apply any such payments, at any time and from time to time, to any of the items specified in clauses (a), (b) or (c) above without regard to the order of priority otherwise specified herein and any application to the outstanding principal balance hereof may be made in either direct or inverse order of maturity.  If any payment of principal or interest on this Note shall become due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be such case be included in computing interest in connection with such payment.  Accrued and unpaid interest on the outstanding principal balance of this Note (plus all accrued fees which shall be due and owing under the Loan Agreement) shall be due and payable monthly commencing on JUNE 30, 2009 and continuing on the LAST day of each calendar month thereafter (each such date being a “ Payment Date ”) and on the Maturity Date.  The outstanding principal balance of this Note shall be due and payable in monthly installments in an amount necessary to amortize the outstanding principal balance of this Note as of SEPTEMBER 30, 2009 over a period of TWENTY (20) months, commencing on SEPTEMBER 30, 2009 and continu