SECURITY AGREEMENT

Exhibit 4.4

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:

1.            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 all of its interest in the “Targets” and “Merger Subs”, including all of the Common Stock of the “Targets” and “Merger Subs”, as such terms are defined in the Agreement and Plan of Merger dated January 29, 2009, and any proceeds from the sale or other disposition of the Targets or Merger Subs (“Collateral”). Certificates evidencing the shares of common stock described herein shall be held by Secured Party.

2.            Indebtedness .  The term "Indebtedness" as used herein, shall mean Debtor’s obligations now existing or hereinafter arising as a result of Debtor’s execution of the First Amendment to Stock Purchase Agreement and First Amendment to Agreement and Plan of Merger dated April 24, 2009 in the original amount of ONE MILLION, EIGHT HUNDRED THOUSAND AND NO/100 DOLLARS ($1,800,000.00)   payable to the order of Secured Party ("Note"), (b) all rearrangements, increases, renewals and extensions of the Notes, and (c) Debtor’s obligations to redeem $1,800,000 of Debtor’s Series C Preferred Stock as required thereby.

3.            Subordination of Indebtedness .  The Secured Party hereby agrees to subordinate its security interest in the Collateral to any future third party that invests money into the Debtor, as required by that third party and the Debtor, and approved by the Secured Party, such approval not to be unreasonably withheld (said lien or security interest with such third party which Debtor may obtain now or at any time hereafter in the Collateral is collectively referred to herein as the "Senior Lien").

4.            Priority of Liens . Notwithstanding the date, time, manner or order of recording, registration, perfection or attachment of the security interests and liens on the Collateral granted by Debtor to Secured Party, and notwithstanding the usual application of the priority provisions of the Uniform Commercial Code as in effect in any jurisdiction or any other applicable law or judicial decision of any jurisdiction, or whether the Secured Party holds possession of all or any part of the Collateral, or if the Secured Party is perfected without filing or possession in any part of the Collateral, the Senior Lien shall be a first, senior and prior security interest in and lien on the Collateral, superior to the Secured Party’s lien, if any. The Secured Party and the Debtor represent and warrant that the Senior Lien is a first lien on the Collateral.

5.            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, except the Senior Lien, 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 except the Senior Lien.

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.

6.            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.

7.            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 ot