ex4_7.htm


    AGREEMENT
RELATED TO CERTAIN

    PROMISSORY
NOTES

    BETWEEN

    FLINT
TELECOM GROUP, INC. AND

    MICHAEL
BUTLER

    


    This
Agreement, dated May 13 2009 (the “Effective Date”), is to cancel those certain
Promissory Notes by and between Flint Telecom Group, Inc., a Nevada Corporation
(“Flint”) and
Michael Butler (“Butler”) as set forth below (the “Notes”), and to issue
one new Promissory Note and shares of restricted common stock to Butler in
replacement of the Notes.

    


    
      	
              Date Issued

            	
              Principal Amount of Note

            	
              Maturity Date

            
	
              March
      2008

            	
              EURO
      1,175,000

            	
              July
      31, 2009

            
	
              March
      2008

            	
              EURO
      300,000

            	
              July
      31, 2009

            
	
              June
      11, 2008

            	
              $141,000

            	
              December
      31, 2008

            
	
              June
      30, 2008

            	
              $173,000

            	
              December
      31, 2008

            
	
              September
      2008

            	
              $300,000

            	
              March
      30, 2009

            


    

    


    Unless
otherwise indicated, terms used herein that are defined in the Notes shall have
the same meanings herein as in the Notes.

    


    Effective
as of the Effective Date:

    


    1. Butler
hereby agrees to cancel the Notes without repayment, including the repayment of
any and all principal amounts underneath the Notes, as well as to waive and
cancel all past, present and future accrued interest amounts that may have been
due under the Notes. All the terms and conditions of the Notes shall be
immediately cancelled and of no further effect.  In the event of any
conflict between this Agreement and the Notes, the provisions of this Agreement
shall prevail.

    


    2. Flint
hereby agrees to issue a new convertible Promissory Note to Butler in an amount
of $1,516,000, attached hereto as Exhibit A.

    


    3. Flint
also hereby agrees to issue in the name of Michael Butler, three million two
hundred sixty thousand (3,260,000) shares of Flint restricted common stock;
vesting quarterly over a period of three years beginning as of January 1, 2011
such that 100% of the shares are vested as of January 1, 2014.

    


    Butler
agrees and acknowledges that none of these common shares acquired are, and may
never be, registered under the Securities Act of 1933 or under any state
securities or "blue sky" laws of any state of the United States, and, unless so
registered, may not be offered or sold in the United States or, directly or
indirectly, to U.S. Persons (as that term is defined in Regulation S under the
Securities Act of 1933), except in accordance with the provisions of Regulation
S, pursuant to an effective registration statement under the Securities Act of
1933, or pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933 and in each case only in
accordance with applicable state and federal securities laws. Additionally,
Butler may only sell a maximum amount of shares per day not to exceed the daily
average trading volume of Flint’s common stock in the prior month.

    


    The
parties hereby agree that signatures transmitted and received via facsimile or
other electronic means shall be treated for all purposes of this Agreement as
original signatures and shall be deemed valid, binding and enforceable by and
against both parties.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    BOTH
PARTIES HERETO REPRESENT THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT,
AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS STATED HEREIN, AND ACKNOWLEDGE
RECEIPT OF A SIGNED, TRUE AND EXACT COPY OF THIS AGREEMENT.

    


    IN WITNESS WHEREOF, the
parties hereto have agreed to the terms and conditions of the Agreement on the
day, month and year written below.

    


    


    
      	
              FLINT
      TELECOM GROUP, INC.

            	
              MICHAEL
      BUTLER

            
	
               

              /s/
      Vincent Browne

            	
               

              /s/
      Michael Butler

            
	
              By:
      Vincent Browne

            	
              By:
      Michael Butler

            
	
              Its:
      CEO

            	 
      
	
              Date:
      May 13, 2009

            	
              Date:
      May 13, 2009