CERTIFICATE FOR COMMON STOCK PURCHASE WARRANTS

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR CANADIAN PROVINCE, OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

No. A-1                                                                                                                                                                                                                                   3,750,000 Common Stock

                                                                                                         Purchase Warrants

1.            Warrants .  Flint Telecom Group, Inc. (the “Company”) hereby certifies that Redquartz Atlanta, LLC , or registered permitted assigns (the "Holder"), is entitled to purchase from the Company, on the terms and subject to the provisions of this Warrant, at any time during the period (the “Exercise Period”) commencing on the date of this Warrant and ending at 5:00 P.M. Eastern Time on January 29, 2011 (the "Expira­tion Date"), 3,750,000 shares of common stock of the Company, par value $.01 per share (“Common Stock”), at a purchase price of forty cents ($0.40) per share (the "Exercise Price").

2.            Transfer of Warrants . The Warrants represented by this Warrant Certificate shall not be transferable except upon written consent of the Company to such transfer or the death of the Holder and then, in such case of death, only to the estate of the Holder or pursuant to the Holder's will or the applicable laws of descent and distribution.

3.            Exercise of Warrant . (a) This Warrant may be exercised in whole or in part at any time on or before the Expiration Date upon surrender of this Warrant Certificate together with the Form of Election to Purchase (the “Purchase Form”) duly completed and executed, together with (except as provided in Section 3(b) hereof) payment of the Exercise Price, at the offices of the Company, 3390 Peachtree Rd. NE, Suite 1000, Atlanta, GA 30326.  If this Warrant is exercised in part, then the Holder shall be entitled to receive a new Warrant covering the remaining number of shares of Common Stock not exercised.  Upon receipt by the Company of this Warrant at its office, or by the stock transfer agent of the Company at its office, in proper form for exercise, or upon delivery of the Form of Election to Convert attached hereto (the “Conversion Notice”) without delivery of this Warrant, the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise or conversion, as the case may be, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the Holder.

(b) In lieu of exercising this Warrant by payment of the Exercise Price pursuant to Section 3(a) of this Warrant, and subject to the limitations provisions of Section 3(c) of this Warrant, if the Current Market Price of the Common Stock (determined in accordance with the provisions of the Conversion Notice) is greater than the Exercise Price, then the Holder shall have the right, on notice to the Company by delivery of the Conversion Notice, to convert this Warrant, in whole or in part to the extent that this Warrant has not been exercised pursuant to said Section 3(a) of this Warrant or converted pursuant to this Section 3(b), for the

number of shares of Common Stock determined in accordance with the “Calculation of Warrant Conversion” section of the Conversion Notice. The parties understand and agree that, for purposes of Rule 144 of the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), if the holder converts this Warrant pursuant to this Section 3(b), its holding period will commence on the date hereof.  Conversion of the Warrant shall be elected by the Holder delivering to the Company the Conversion Notice, duly completed and executed, to the offices of the Company, 3390 Peachtree Rd. NE, Suite 1000, Atlanta, GA 30326.

(c)           If the Common Stock to be issued upon the exercise of this Warrant are not covered by an effective registration statement under the Securities Act, then unless the Holder otherwise does not need to rely upon the provisions of Rule 144 of the Securities Act in connection with a sale or transfer of the Common Stock to the issued upon the exercise of this Warrant, the exercise of this Warrant shall be effected as a “cashless exercise” pursuant to the provisions of Section 3(b) above.

4.            Expiration of Warrants .  No Warrant may be exercised after 5:00 p.m. Eastern Time on the Expiration Date and any Warrant not exercised by such time shall become void, unless the Expiration Date of this Warrant is extended by the Company.

5.            Delivery of Shares .  (a)                                                       No fractional shares or script representing fractional shares shall be issued upon the exercise of this Warrant. With respect to any fraction of a share called for upon any exercise or conversion of this Warrant, the Company shall round the number of shares of Common Stock to be issued to the next higher integral number of shares .

(b) Except as otherwise set forth herein, upon delivery of a completed Purchase Form accompanied, if the exercise is not a cashless exercise, by payment of the Exercise Price, not later than three (3) business days after the Exercise Date (such third day being the “Delivery Date”), the Company shall deliver to the Holder a certificate or certificates which, after the effective date of a registration statement covering the shares of Common Stock issuable upon exercise of this Warrant (the “Effective Date”), shall be free of restrictive legends and trading restrictions (other than those required by the Securities Act) representing the number of shares of Common Stock being acquired upon such exercise. After the Effective Date and if then available, the Company shall, upon request of the Holder, deliver any certificate or certificates required to be delivered by the Company under this Section 5(b) electronically through the Depository Trust Company or another established clearing company performing similar functions if the Company’s transfer agent has the ability to deliver shares of Common Stock in such manner. If in the case of any exercise of this Warrant such certificate or certificates are not delivered to or as directed by the applicable Holder by the second day after the Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the conversion shall be deemed void ab initio.

(c) The Company’s obligations to issue and deliver the Common Stock upon exercise of this Warrant in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such shares. In the absence of an injunction precluding the same, the Company shall issue the Common Stock upon a properly executed Purchase Form. If the Company fails to

deliver to the Holder such certificate or certificates pursuant to this Section 5(c) within three (3) trading days of the Delivery Date applicable to such exercise, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $5,000 of Value of the Warrant being exercised, $50 per trading day (increasing to $100 per trading day three (3) trading days after such damages begin to accrue and increasing to $200 per trading day six (6) trading days after such damages begin to accrue) for each trading day after the Delivery Date until such certificates are delivered. Nothing herein shall limit a Holder’s right to pursue actual damages for the Company’s failure to deliver certificates representing shares of Common Stock upon exercise within the period specified herein and such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

(d) If the Company fails to deliver to the Holder such certificate or certificates pursuant to this Section52(c) by the Delivery Date, and if after such Delivery Date the Holder purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of the Common Stock which the Holder was entitled to receive upon the exercise relating to such Delivery Date (a “Buy-In”), then the Company shall pay in cash to the Holder the amount by which (a) the Holder’s total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (b) the product of (x) the aggregate number of shares of Common Stock that such Holder was entitled to receive from the exercise at issue multiplied by (y) the price at which the sell order giving rise to such purchase obligation was executed. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of this Warrant with respect to which the aggregate sale price giving rise to such purchase obligation is $10,000, under the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Borrowers. Nothing in this Section 2(d) shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant pursuant to its terms.

6.            Adjustment of Exercise Price .   (a)                                                                           If the Company shall, subsequent to the date of the initial issuance of this Warrant, (i) pay a dividend or make a distribution on its shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding Common Stock into a greater number of shares or otherwise effect a stock split or distribution, or (iii) combine or reclassify its outstanding Common Stock into a smaller number of shares or otherwise effect a reverse split, then, in each such event, the Exercise Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Price by a fractio