SECURITY AGREEMENT

SECURITY AGREEMENT

THIS SECURITY AGREEMENT is made and entered into by and between Flint Telecom Group, Inc., a Nevada Corporation (“Debtor”), and   CHINA 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.

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

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 reasona