exhibit4_2.htm


    


    FLINT
TELECOM GROUP, INC.

    PROMISSORY
NOTE

    


    $7,000,000                                                                                                                                                 January 29,
2009

    


    FOR VALUE RECEIVED, Flint
Telecom Group, Inc., a Nevada corporation (the "Maker"), promises to pay to the
order of China
Voice Holding Corp, A Nevada Corporation (the "Payee"), in lawful
money of the United States of America, the principal sum of SEVEN MILLION AND NO/100
DOLLARS ($7,000,000.00) (the "Principal Amount") on the terms set forth below
(the “Note”). The Note shall not bear any interest pre-default; The Note will
bear interest at Eighteen percent (18%) per year for any period of time when a
payment is past due.

    


         The
Note is made in connection with that certain Stock Purchase Agreement dated
January 29, 2009 between Maker and Payee (the "Investment
Agreement").

    


    1. Definitions.

    


    Capitalized
terms not defined herein shall have the same meaning as set forth in the
Investment Agreement.  The following terms shall have the meanings herein
specified:

    


         "Event
of Default" means an event specified in Section 4 hereof.

    


         "Holder"
means the Payee, and each endorsee, pledgee, assignee, owner and holder of this
Note, as such; and any consent, waiver or agreement in writing by the then
Holder with respect to any matter or thing in connection with this Note, whether
altering any provision hereof or otherwise, shall bind all subsequent Holders.
 Notwithstanding the foregoing, the Maker may treat the registered holder
of this Note as the Holder for all purposes.

    


         "Principal
Amount" shall have the meaning set forth in the initial paragraph.

    


         "Person"
means an individual, trust, partnership, firm, association, corporation or other
organization or a government or governmental authority.

    


               2.  Payment of the Note - Principal and
Interest.

    


    (a)           Payment
Schedule.  Maker shall pay the Note as follows: a payment of
$2,333,333.33 on or before December 31, 2009; a payment of $2,333,333.33 on or
before July 31, 2010, and a payment of $2,333,333.34, plus any remaining balance
due on the Note on or before December 31,
2010.     

    


    (b)       Payment
on an Event of Default. 

    Maker and any and all co-makers,
endorsers, guarantors and sureties severally waive presentment for payment,
notice of non­payment, protest, demand, notice of protest, notice of
intention to accelerate, notice of acceleration and dishonor, diligence in
enforcement and indulgences of every kind, and hereby agree that this Note and
the liens securing its payment


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    may be
extended and re-extended and the time for payment extended and re-extended from
time to time without notice to them or any of them, and they severally agree
that their liability on or with respect to this Note shall not be affected by
any release or change in any security at any time existing or by any failure to
perfect or maintain perfection of any security interest in such
security.

    


    It is agreed that time is of the
essence of this Note, and if any payment of principal and interest is not
received by Payee on or before the due date of the payment, or,  if a
default occurs under any instrument now or hereafter executed in connection with
or as security for this Note, thereupon, after the passage of a ten day notice
and cure period, at the option of Payee, the entire unpaid principal balance and
the accrued and unpaid interest shall be due and payable forthwith without
demand, notice of default or of intent to accelerate the maturity hereof, notice
of nonpayment, presentment, protest or notice of dishonor, all of which are
hereby expressly waived by Maker and each other liable party. Any past due
principal shall bear interest at the maximum rate allowed by law. Failure to
exercise this option upon any such default shall not constitute a waiver of the
right to exer­cise such option in the event of any subsequent
default.

    


    If the entire unpaid principal balance
plus all accrued and unpaid interest due and owing on this Note is not paid at
maturity whether by acceleration or otherwise and is placed in the hands of an
attorney for collection, or suit is filed hereon, or proceed­ings are had in
probate, bankruptcy, receivership, reorganization, arrangement or other legal
proceedings for collection hereof, Maker and each other liable party agree to
pay Payee its reasonable collec­tion costs, including a reasonable amount
for attorneys' fees, but in no event to exceed the maximum amount permitted by
law.  Maker shall be directly and pri­marily liable for the
payment of all sums called for hereunder, and Maker hereby expressly waives
bringing of suit and diligence in taking any action to collect any sums owing
hereon and in the handling of any security hereunder, and Maker hereby consents
to and agrees to remain liable hereon regardless of any renewals, extensions for
any period or rearrangements hereof, or any release or substitution of security
herefor, in whole or in part, with or without notice, from time to time, before
or after maturity.

     

     (c)           Prepayment.   The
Maker may make optional
prepayments of principal on this Note without penalty or premium at any time or
from time to time, provided that any such prepayment shall be accompanied by the
payment of accrued and unpaid interest on the amount being prepaid through the
date of the prepayment.  All prepayments on this Note, whether
voluntary or mandatory, shall be credited first against accrued and unpaid
interest and the balance shall be credited against unpaid
principal.

    


    3. Security.  As
security for the performance of Maker’s obligations hereunder, Maker hereby
grants to Payee a security interest in and to 15,000,000 shares of common stock
of China Voice Holding Corp., issued pursuant to that certain Stock Purchase
Agreement by and among Maker and Payee (the “Collateral”).

    


    As each
payment is made on the Note, security will be reduced proportionally to the
amount of Note repaid. By way of example, when the first scheduled repayment is
made then security against the Note will be 10,000,000 shares of CHVC and so on
until all repayments are made. Maker will be free to use the 5,000,000 shares
released on each payment date at its sole discretion.

     

    4.
Events of Default.

    


    The
existence of any of the following conditions shall constitute an Event of
Default:

    


    (a)           Commencement
of proceedings under any bankruptcy or insolvency law or other law for the
reorganization, arrangement, composition or similar relief or aid of debtors or
creditors if such proceeding remains undismissed and unstayed for a period of 60
days following notice to the Maker by the Holder.

    


    (b)           If
the Maker shall dissolve, liquidate or wind up its affairs or sell substantially
all of its assets.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (c)           If
the Maker breaches any of its representations, warranties, covenants or
agreements set forth in the Stock Purchase Agreement and such breach shall not
be cured within 30 days after written notice thereof shall have been given to
the Maker by the Holder.

    


    (d)            Attachment
or similar process of execution is levied against a material portion of the
Maker's assets and such process is not terminated and any orders issued
pursuant thereto canceled within 90 calendar days.

    


    (f)           The
Maker is in material breach of any provision of this Note, which breach (other
than a breach described in Section 4(a) and 4(d) above) continues for more than
30 calendar days following written notice to the Maker by the Holder. In the
case of a monetary breach the Maker shall be in default if the breach is not
cured in ten (10) days.

    


    If an
Event of Default occurs, the entire unpaid principal balance and the accrued and
unpaid interest shall be due and payable immediately.

    


    5. Loss or Mutilation of
Note.

    


    Upon
receipt by the Maker of evidence satisfactory to the Maker of the loss, theft,
destruction or mutilation of this Note, together with an indemnity reasonably
satisfactory to the Maker, in the case of loss, theft, or destruction, or the
surrender and cancellation of this Note, in the case of mutilation, the Maker
shall execute and deliver to the Holder a new Note of like tenor and
denomination as this Note.

    


    6. Waivers.

    


    The
failure of Holder to enforce at any time any of the provisions of this Note
shall not, absent an express written waiver signed by Holder specifying the
provision being waived, be construed to be a waiver of any such provision, nor
in any way to affect the validity of this Note or any part hereof or the right
of Holder thereafter to enforce each and every such provision. No waiver of any
breach of this Note shall be held to be a waiver of any other or subsequent
breach.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    7. No Usurious Interest.

    


    It is the intent of Maker and Payee in
the execution of this Note and all other loan documents to contract in strict
compliance with applicable usury   law. In furtherance thereof,
Maker and Payee stipulate and agree that none of the terms and provisions
contained in this Note, or in any other instrument executed in connection
herewith, shall ever be construed to  create a contract to pay for the
use, forbearance or detention of money,  interest at a rate in excess
of the maximum rate allowed by law ("Maximum  Rate"). Neither Maker
nor any guarantors, endorsers or other parties now or hereafter becoming liable
for payment of this Note shall ever be obligated  or required to pay
interest on this Note at a rate in excess of the Maximum Rate, and the
provisions of this paragraph shall control over all other  provisions
of this Note and any other loan documents now or hereafter executed which may be
in apparent conflict herewith. Payee expressly disavows any intention to charge
or collect excessive unearned interest or finance charges in the event the
maturity of this Note is accelerated. If the maturity of this Note shall be
accelerated for any reason or if the principal of this Note is paid prior to the
end of the term of this Note, and as a result thereof the interest received for
the actual period of   existence of the loan evidenced by this
Note exceeds the applicable maximum  lawful rate, the holder of this
Note shall credit the amount of such excess against the principal balance of
this Note then outstanding and thereby shall render inapplicable any and all
penalties of any kind provided by  applicable law as a result of such
excess interest; provided, however, that  if the principal hereof has
been paid in full, such excess shall be refunded to Maker. If the holder of this
Note shall receive money (or anything else)  which is determined to
constitute interest and which would increase the  effective interest
rate on this Note or any other indebtedness which Maker or a guarantor is
obligated to pay to holder to a rate in excess of that permitted by applicable
law,   the amount determined to constitute interest in excess of
the lawful rate  shall be credited against the principal balance of
this Note then  outstanding or, if the principal balance has been paid
in full, refunded to  Maker, in which event any and all penalties of
any kind under applicable law  as a result of such excess interest
shall be inapplicable. If the holder of this Note shall not actually receive,
but shall contract for, request or   demand, a payment of money
(or anything else) which is determined to  constitute interest and
which would increase the effective interest rate contracted for or charged on
this Note or the other indebtedness evidenced  or secured by the note
to a rate in excess of that permitted by  applicable law, the holder
of this Note shall be entitled, following
such    determination, to waive or rescind the contractual
claim, request or demand  for the amount determined to constitute
interest in excess of the lawful  rate, in which event any and all
penalties of any kind under applicable law   as a result of such
excess interest shall be inapplicable. By execution of   this
Note Maker acknowledges that Maker believes the loan evidenced by
this   Note to be non-usurious and agrees that if, at any time,
Maker should have reason to believe that such loan is in fact usurious, Maker
will give the  holder of this Note notice of such condition and Maker
agrees that the   holder shall have sixty (60) days in which to
make appropriate refund or   other adjustment in order to correct
such condition if in fact such exists.

    


    Additionally, if, from any circumstance
whatsoever, fulfillment of any  provision hereof or of any documents
or instruments executed pursuant to the terms thereof, shall,  at the
time fulfillment of such provision be due, involve transcending the Maximum Rate
then, ipso facto, the obligation to be fulfilled shall be  reduced to
the Maximum Rate. The term "applicable law" as used in this
Note  shall mean the laws of the State of Florida or the laws of the
United States,  whichever laws allow the greater rate of interest, as
such laws now exist or  may be changed or amended or come into effect
in the future.

    


    


    8.Notices.

    


    All
notices or other communications to a party required or permitted hereunder shall
be in writing and shall be delivered personally or by facsimile (receipt
confirmed electronically) to such party (or, in the case of an entity, to an
executive officer of such party) or shall be sent by a reputable express
delivery service or by certified mail, postage prepaid with return receipt
requested, addressed as follows:

    


    if to
Payee to:

    327 Plaza
Real, Suite 319,

    Boca
Raton, Florida 33432;

    Fax:
(561) 394-2906

    


    if to the
Maker to:

    


    General
Counsel

    Flint
Telecom Group, Inc.

    3390
Peachtree Rd. NE, Suite 1000

    Atlanta,
GA 30326

    Fax:
(404) 969-3601

    


         Any
party may change the above specified recipient and/or mailing address by notice
to all other parties given in the manner herein prescribed. All notices shall be
deemed given on the day when actually delivered as provided above (if delivered
personally or by facsimile, provided that any such facsimile is received during
regular business hours at the recipient's location) or on the day shown on the
return receipt (if delivered by mail or delivery service).

    


    9. Final Contract.

    


    MAKER HEREBY, AND PAYEE BY ITS
ACCEPTANCE OF THIS NOTE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT
EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT
NOT LIMITED TO, ANY CLAIMS, CROSS-CLAIMS OR THIRD-PARTY CLAIMS) BASED HEREON OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS NOTE OR ANY DOCUMENT EXECUTED
IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.  MAKER HEREBY
CERTIFIES THAT NO REPRESENTATIVE OR AGENT OR AGENT OF PAYEE OR PAYEE’S COUNSEL
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT PAYEE WOULD NOT, IN THE EVENT OF
SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL
PROVISION.  THIS PROVISION IS A MATERIAL INDUCEMENT OT THE
PAYEE


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    ACCEPTING
THIS NOTE AND MAKING ANY LOAN, ADVANCE OR OTHER EXTENSION OF CREDIT TO THE MAKER
AND SHALL SURVIVE DURING THE ENTIRE TIME THAT ANY AMOUNT OF THE NOTE SHALL
REMAIN UNPAID.

    


    


    10. Headings.

    


    The
titles and headings to the Sections herein are inserted for the convenience of
reference only and are not intended to be a part of or to affect the meaning or
interpretation of this Note. This Note shall be construed without regard to any
presumption or other rule requiring construction hereof against the party
causing this Note to be drafted.

    


    11. Applicable Law and
Jurisdiction.

    


    The
legality, validity, enforceability and interpretation of this Note and the
relationship of the parties hereunder shall be governed by the laws of the State
of Florida, without giving effect to the principles of conflict of laws, except
with respect to matters of law concerning the internal corporate affairs of any
corporate entity which is a party to or the subject of this Agreement, and as to
those matters the law of the jurisdiction under which the respective entity
derives its powers shall govern.  Any claim, cause of action, suit or
demand allegedly arising out of or related to this Note, or the relationship of
the parties, shall be brought exclusively in the state or federal courts located
in Florida, and the parties irrevocably consent to the exclusive jurisdiction
and venue of such courts and waive any objections they may have at any time to
such exclusive jurisdiction and venue.

    


    IN WITNESS WHEREOF, Flint
Telecom Group, Inc. has caused this Promissory Note to be signed in its name by
the signature of its duly authorized representative.

    


    FLINT
TELECOM GROUP, INC.

    /s/ Vincent
Browne___________

    By:
Vincent Browne

    Its:
CEO