EXHIBIT
4.28
AMENDMENT TO THE
NOTES
ISSUED FROM FLINT TELECOM GROUP,
INC.
TO JOHN LAVERY
This AMENDMENT
is to amend certain terms of the $300,000 Promissory Note dated
March 13, 2009 and the $250,000 Promissory Note dated May 2, 2009
issued from Flint Telecom Group, Inc. to John Lavery
(the “Holder”) (together, the
“Notes”).
Unless
otherwise indicated, terms used herein that are defined in the
Notes shall have the same meanings herein as in the
Notes.
The parties
hereto agree to amend the Notes as hereinafter provided effective
as of September 1, 2009, (the “Effective
Date”):
Out of the
total outstanding principal and cash fees due under the Notes,
which as of the Effective Date, equals seven hundred forty thousand
dollars ($740,000), five hundred forty thousand dollars ($540,000)
shall be cancelled and converted into a right to purchase under the
same terms and conditions of the Offering, attached as Exhibit A,
but without an original issue discount of 15%, and as further
described in the Subscription Agreement, secured convertible note
and warrant attached hereto as Exhibits B, C, and D,
respectively.
The remaining
outstanding principal and
