0001333491-09-000003 Sample Contracts

FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT BETWEEN FLINT TELECOM GROUP, INC. AND CHINA VOICE HOLDING CORP.
Stock Purchase Agreement • April 30th, 2009 • China Voice Holding Corp. • Telephone & telegraph apparatus

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.

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FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER BETWEEN FLINT TELECOM GROUP, INC., FLINT ACQUISITION CORPS. (A-E), CHINA VOICE HOLDING CORP., CVC INT’L INC., PHONE HOUSE INC (OF CALIFORNIA), CABLE AND VOICE CORPORATION, STARCOM ALLIANCE INC, DIAL-TONE...
Agreement and Plan of Merger • April 30th, 2009 • China Voice Holding Corp. • Telephone & telegraph apparatus

This FIRST AMENDMENT dated April 24, 2009 is to delete and modify certain terms and conditions to that certain Agreement and Plan of Merger (the “Agreement”) by and between Flint Telecom Group, Inc. (“Flint”), Flint Acquisition Corps. (A-E), and/or assigns, each a wholly-owned subsidiary of Parent and a Florida Corporation, ("MERGER SUBS"), CVC Int’l Inc. a Florida Corporation (“CVC”), Phone House Inc, a California Corporation ("PHC"), Cable and Voice Corporation, A Florida Corporation (“C&V”), StarCom Alliance Inc, a Florida Corporation (“SCA”), Dial-Tone Communication Inc, A Florida Corporation (“DTC”), and Phone House of Florida Inc, a Florida Corporation (“PHF”), each a wholly-owned subsidiary of CHVC and collectively referred to as the “Targets”; and China Voice Holding Corp., A Nevada Corporation (“CHVC”) dated January 29, 2009.

SECURITY AGREEMENT
Security Agreement • April 30th, 2009 • China Voice Holding Corp. • Telephone & telegraph apparatus

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”).

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