FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT BETWEEN FLINT TELECOM GROUP, INC. AND CHINA VOICE HOLDING CORP

Exhibit 4.2

FIRST AMENDMENT TO

STOCK PURCHASE AGREEMENT

BETWEEN

FLINT TELECOM GROUP, INC. AND

CHINA VOICE HOLDING CORP.

This FIRST AMENDMENT dated April 24, 2009 is to delete and modify certain terms and conditions to that certain Stock Purchase Agreement (the “Agreement”) by and between Flint Telecom Group, Inc. (“Flint”) and China Voice Holding Corp., A Nevada Corporation (“CHVC”) dated January 29, 2009.

Unless otherwise indicated, terms used herein that are defined in the Agreement shall have the same meanings herein as in the Agreement.

Effective as of April 24, 2009, the following provision shall be amended and restated as hereinafter provided:

Section 1.02(b):  Purchaser shall pay to CHVC $500,000 by no later than April 30, 2009. Additionally, Purchaser shall issue to CHVC 1,000,000 ($1,000,000 issue price) of Series C preferred stock, redeemable through the following payment schedule: $275,000 in May of 2009, with the remaining $725,000 redeemable in five equal monthly instalment payments of $145,000 each, starting on July 15, 2009. Alternatively, should Purchaser close on new funding from a third party, the remaining $725,000 shall be redeemed through one lump