TEMPORARY WAIVER OF THE SECURITY AGREEMENT AND SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT BETWEEN FLINT TELECOM GROUP, INC. AND CHINA VOICE HOLDING CORP

TEMPORARY WAIVER OF THE SECURITY AGREEMENT

AND

SECOND AMENDMENT TO

STOCK PURCHASE AGREEMENT

BETWEEN

FLINT TELECOM GROUP, INC. AND

CHINA VOICE HOLDING CORP.

This SECOND AMENDMENT dated May 1, 2009 is to temporarily waive the Security Agreement by and between Flint and CHVC dated January 29, 2009 (the “Security Agreement”) and certain terms and conditions to that certain Stock Purchase Agreement (the “Stock Purchase 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 Agreements shall have the same meanings herein as in the Agreements.

Effective as of May 1, 2009, the Security Agreement and the following security provision in the Stock Purchase Agreement, as hereinafter provided