Gloucester edged past a spirited Black Lion side 15-10 to avoid a European Challenge Cup upset in Georgia.

George Barton's fourth penalty made it 12-7 to Gloucester after half-time.

A Matkava penalty cut the gap with 12 minutes left before a fifth Barton three-pointer sealed the victory.

Barton kicked three first-half penalties as a Gloucester side featuring 14 changes from the team which lost at Bristol last week led 9-7 at the break.

Black Lion qualified for the Challenge Cup for the first time after winning the European Super Cup - the highest level of club competition for countries outside of the Six Nations - and showed great work rate with a number of dangerous passages of play, but were often thwarted by handling mistakes.

They did well to turn Gloucester over while defending their own line a couple of times as the second period wore on, but the English side mainly had control of the territory and possession even if their attack left a lot to be desired.

Matkava's three-pointer gave the crowd in Tbilisi hope, but Barton's fifth penalty made the gap too big as Black Lion had to settle for a losing bonus point.

Black Lion: Tsirekidze; Tabutsadze, Kveseladze, Sharikadze, Todua; Matkava, Peranidze; Abdushelishvili, Kvatadze, Chkhartishvili, Cheishvili, Babunashvili, Ivanishvili, Mamamtavrishvili, Spanderashvili.

Replacements: Mamrikashvili, Shamilishvili, Tchumbadze, Epremidz, Kervalishvili, Margalitadze, Kakhoidze,Modebadze.

Gloucester: Morris; Hearle, Hillman-Cooper, Atkinson, May; Barton, Young; Ford-Robinson, Blake, Gotovtsev, Clarke, Jordan, Thomas, Taylor, Donnell.

Replacements: McGuigan, Elrington, Knight, Clark, Ludlow, Chapman, Llewellyn, Hathaway.

Referee: Adam Jones