0001169232-08-002993.txt : 20080812 0001169232-08-002993.hdr.sgml : 20080812 20080811185748 ACCESSION NUMBER: 0001169232-08-002993 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20080812 DATE AS OF CHANGE: 20080811 GROUP MEMBERS: ANTHONY R. MOORE GROUP MEMBERS: KENNETH I. DENOS GROUP MEMBERS: MCC GLOBAL N.V. GROUP MEMBERS: MOORE, CLAYTON & CO., INC. GROUP MEMBERS: SHARON CLAYTON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EQUUS TOTAL RETURN, INC. CENTRAL INDEX KEY: 0000878932 IRS NUMBER: 760345915 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44023 FILM NUMBER: 081007777 BUSINESS ADDRESS: STREET 1: 2727 ALLEN PKWY STREET 2: 13TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77019 BUSINESS PHONE: 7135290900 MAIL ADDRESS: STREET 1: 2727 ALLEN PARKWAY STREET 2: 13TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77019 FORMER COMPANY: FORMER CONFORMED NAME: EQUUS II INC DATE OF NAME CHANGE: 19970422 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCC Europe LTD CENTRAL INDEX KEY: 0001332443 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: AURORA HOUSE STREET 2: 5-6 CARLOS PLACE CITY: LONDON STATE: X0 ZIP: W1K 3AP BUSINESS PHONE: (0) 207 907 9850 MAIL ADDRESS: STREET 1: AURORA HOUSE STREET 2: 5-6 CARLOS PLACE CITY: LONDON STATE: X0 ZIP: W1K 3AP SC 13D/A 1 d74748_sc13da.htm AMENDMENT NO. 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

EQUUS TOTAL RETURN, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

294766200

(CUSIP Number)

Kenneth I. Denos

MCC Europe Limited

10757 So. River Front Pkwy

Suite 125

South Jordan, UT 84095

(801) 816-2536

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

August 1, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the

subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or

240.13d-1(g), check the following box

[

CUSIP No. 294766100

Name of Reporting Persons

MCC Europe Limited

2.	Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [

]

(b) [

]

3. SEC Use Only

4. Source of Funds (See Instructions)

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [

]

6. Citizenship or Place of Organization:

United Kingdom

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7. Sole Voting Power 849,292

8. Shared Voting Power

N/A

9. Sole Dispositive Power 849,292

10. Shared Dispositive Power

N/A

11. Aggregate Amount Beneficially Owned by Each Reporting Person:

849,292

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [

]

13. Percent of Class Represented by Amount in Row (11)

10.0%

14. Type of Reporting Person:

CUSIP No. 294766100

Name of Reporting Persons

MCC Global N.V.

2.	Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [

]

(b) [

]

3. SEC Use Only

4. Source of Funds (See Instructions)

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [

]

6. Citizenship or Place of Organization:

The Netherlands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7. Sole Voting Power 849,292

8. Shared Voting Power

N/A

9. Sole Dispositive Power 849,292

10. Shared Dispositive Power

N/A

11. Aggregate Amount Beneficially Owned by Each Reporting Person:

849,292

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [

]

13. Percent of Class Represented by Amount in Row (11)

10.0%

14. Type of Reporting Person:

CUSIP No. 294766100

Name of Reporting Persons

Moore, Clayton & Co., Inc.

2.	Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [

]

(b) [

]

3. SEC Use Only

4. Source of Funds (See Instructions)

N/A

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [

]

6. Citizenship or Place of Organization:

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7. Sole Voting Power 849,292

8. Shared Voting Power

N/A

9. Sole Dispositive Power 849,292

10. Shared Dispositive Power

N/A

11. Aggregate Amount Beneficially Owned by Each Reporting Person

849,292

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [

]

13. Percent of Class Represented by Amount in Row (11)

10.0%

14. Type of Reporting Person:

CUSIP No. 294766100

Name of Reporting Persons

Anthony R. Moore

2.	Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [

]

(b) [

]

3. SEC Use Only

4. Source of Funds (See Instructions)

N/A

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [

]

6. Citizenship or Place of Organization:

United Kingdom and United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7. Sole Voting Power 849,292

8. Shared Voting Power

N/A

9. Sole Dispositive Power 849,292

10. Shared Dispositive Power

N/A

11. Aggregate Amount Beneficially Owned by Each Reporting Person

849,292

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [

]

13. Percent of Class Represented by Amount in Row (11)

10.0%

14. Type of Reporting Person:

CUSIP No. 294766100

Name of Reporting Persons

Sharon Clayton

2.	Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [

]

(b) [

]

3. SEC Use Only

4. Source of Funds (See Instructions)

N/A

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [

]

6. Citizenship or Place of Organization:

United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7. Sole Voting Power 849,292

8. Shared Voting Power

N/A

9. Sole Dispositive Power 849,292

10. Shared Dispositive Power

N/A

11. Aggregate Amount Beneficially Owned by Each Reporting Person

849,292

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [

]

13. Percent of Class Represented by Amount in Row (11)

10.0%

14. Type of Reporting Person:

CUSIP No. 294766100

Name of Reporting Persons

Kenneth I. Denos

2.	Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [

]

(b) [

]

3. SEC Use Only

4. Source of Funds (See Instructions)

N/A

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [

]

6. Citizenship or Place of Organization:

United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7. Sole Voting Power 849,292

8. Shared Voting Power

N/A

9. Sole Dispositive Power 849,292

10. Shared Dispositive Power

N/A

11. Aggregate Amount Beneficially Owned by Each Reporting Person

849,292

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [

]

13. Percent of Class Represented by Amount in Row (11)

10.0%

14. Type of Reporting Person:

Item 1. Security and Issuer

This statement hereby amends the statement on Schedule 13D filed with the Securities and Exchange Commission on October 2, 2007 (the "Amendment").

The Amendment relates to shares of common stock (the “Common Stock”) of Equus Total Return, Inc., a Delaware corporation (the “Fund”). The principal executive offices of the Fund are located at 2727 Allen Parkway, 13th Floor, Houston, TX 77019.

Item 2. Identity and Background

This statement is being filed jointly by: MCC Europe Limited (“MCCE”), Moore, Clayton & Co., Inc. (“MCC”), MCC Global N.V (“MCC Global”) Anthony R. Moore, Sharon Clayton and Kenneth I. Denos (the “Reporting Persons”).

MCCE is organized under the laws of the United Kingdom. Its principal office is located at 8th Floor, 7 Farm St, London W1J 5RX United Kingdom. MCCE provides business consulting services in the United Kingdom. MCCE is a wholly-owned subsidiary of MCC.

MCC is organized under of the laws of the state of Delaware and is the parent company of, among other entities, (a) MCCE and (b) the Fund’s investment manager, Moore, Clayton Capital Advisors Inc. (“MCCA”). MCC’s principal office is located at 10757 South River Front Pkwy, Suite 125, South Jordan, Utah 84095.

MCC Global is organized under the laws of The Netherlands and is the parent company of MCC. MCC Global’s principal office is located at 8th Floor, 7 Farm St, London W1J 5RX United Kingdom. The firm is an international private equity investment and advisory firm with offices in San Francisco, New York, London and Amsterdam.

Anthony R. Moore is the Chairman of the Supervisory Board of MCC Global and owns 16.37% of the voting equity in MCC Global.Mr. Moore’s business address is 4th Floor, Tower 42, 25 Old Broad Street, London EC2N 1HQ, United Kingdom. Mr. Moore is a citizen of the United Kingdom and the United States of America.

Sharon Clayton is Chairman of the Management Board of MCC Global and owns 17.68% of the voting equity in MCC Global. Her business address is 10757 South River Front Pkwy, Suite 125, South Jordan, Utah 84095. Ms. Clayton is a citizen of the United States of America.

Kenneth I. Denos is the CEO of MCC Global and the CEO of the Fund and MCCA. He owns 8.62% of the voting equity in MCC Global. His business address is 10757 South River Front Pkwy, Suite 125, South Jordan, Utah 84095. Mr. Denos is a citizen of the United States of America.

Pursuant to General Instruction C and the instructions to Item 2 of this statement, set forth in Exhibit A are the respective names, business addresses, principal present occupations and citizenships of Mr. Moore, Ms. Clayton, Mr. Denos and the other executive officers, directors and control persons of each of MCC Global, MCCE and MCC.

None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding. In addition, none of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Inapplicable.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D filed on October 2, 2007 is hereby amended and restated in its entirety as follows:

Elliott International, Inc. and Manchester Securities, Inc. who are secured creditors of MCC, have each foreclosed upon 254,376 and 169,584 shares, respectively, of the Fund held by MCCE. All of the shares disposed of were originally acquired by MCCE for investment purposes. Except as set forth in this Amendment, the Reporting Persons have no present plans or proposals which relate to or could result in any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D (although they reserve the right to develop any such plans or proposals).

Item 5. Interest in Securities of the Issuer

(a) The Reporting Persons beneficially own 849,292 shares of Common Stock, which represent approximately 10.0% of the issued and outstanding shares of Common Stock.

(b) The Reporting Persons have the power to vote, or direct the vote, and dispose of, or direct the disposition of, 849,292 shares of Common Stock, which represent approximately 10.0% of the outstanding shares of Common Stock.

(d) No other person is known by any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by any Reporting Person.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

MCCA is the investment adviser to the Fund pursuant to an investment management agreement dated June 30, 2005.

Item 7. Material to Be Filed as Exhibits

Exhibit A.

Officers and Directors of MCC and MCCE

Exhibit B.

Joint Filing Agreement

Exhibit C.	Foreclosure Agreement dated July 21, 2008 among Moore, Clayton & Co., Inc.,
	MCC Global N.V., MCC Europe Ltd., and Elliott International, L.P.

Exhibit D.

Foreclosure Agreement dated July 21, 2008 among Moore, Clayton & Co., Inc.,

MCC Global N.V., MCC Europe Ltd., and Manchester Securities Corp.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

MCC GLOBAL N.V.

By: /s/ Kenneth I. Denos*

Name: Kenneth I. Denos

Title: Chief Executive Officer

MCC EUROPE LIMITED

By: /s/ Kenneth I. Denos*

Name: Kenneth I. Denos

Title: Director

MOORE, CLAYTON & CO., INC.

By: /s/ Kenneth I. Denos*

Name: Kenneth I. Denos

Title: Chief Executive Officer

ANTHONY R. MOORE

By: /s/ Anthony R. Moore*

SHARON CLAYTON

By: /s/ Sharon Clayton*

KENNETH I. DENOS

By: /s/ Kenneth I. Denos*

EXHIBIT A

Officers and Directors of MCC Global, MCC and MCCE

MCCE and MCC are wholly-owned subsidiaries of MCC Global, and therefore MCC Global ultimately controls MCC and MCCE. The name, business address, present principal occupation, and citizenship of each director, executive officer and control person of MCCE, and each executive officer and director of MCC Global, are set forth below.

Name and Business Address

Principal Occupation

and Name, Principal Business and Address

of the Employing Organizations

Citizenship

Anthony R. Moore

4th Floor, Tower 42, 25 Old Broad Street, London EC2N 1HQ, United Kingdom

MCC GLOBAL

Chairman of the Supervisory Board. Mr. Moore owns 16.37% of the voting equity in MCC Global. MCC Global is an international private equity investment and advisory firm. MCC Global’s principal office is 4th Floor, Tower 42, 25 Old Broad Street, London EC2N 1HQ, United Kingdom.

MCC

Chairman of the Board. MCC is a wholly owned subsidiary of MCC Global. MCC’s principal office is located at 10757 South River Front Pkwy, Suite 125, South Jordan, Utah 84095.

MCCE

Chairman of the Board. MCCE provides business consulting services in the United Kingdom. MCCE is wholly owned by MCC. MCCE’s principal office is located at 10757 South River Front Parkway, Suite 125, South Jordan, Utah 84095.

MCCA

Chairman of the Board and President. MCCA is an SEC-registered investment adviser, and provides investment management services to the Fund. MCCA’s principal office is located at 2727 Allen Parkway, 13th Floor, Houston, TX 77019.

Equus Total Return, Inc.

Director of the Fund. Equus Total Return, Inc. is a closed-end fund, business development company, and is listed on the New York Stock Exchange. Equus Total Return’s principal office is located at 2727 Allen Parkway, 13th Floor, Houston, TX 77019.

United Kingdom and United States of America

Sharon Clayton

10757 South River Front Pkwy, Suite 125, South Jordan, Utah 84095

MCC GLOBAL

Chairman of the Management Board. Ms. Clayton owns 17.68% of the voting equity in MCC Global. MCC Global is an international private equity investment and advisory firm. MCC Global’s principal office is 4th Floor, Tower 42, 25 Old Broad Street, London EC2N 1HQ United Kingdom.

MCC

Director. MCC is a wholly owned subsidiary of MCC Global. MCC’s principal office is located at 10757 South River Front Pkwy, Suite 125, South Jordan, Utah 84095.

MCCE

Director. MCCE provides business consulting services in the United Kingdom. MCCE is wholly owned by MCC. MCCE’s principal office is located at 10757 South River Front Parkway, Suite 125, South Jordan, Utah 84095.

MCCA

Director and Executive Vice-President. MCCA is an SEC-registered investment adviser, and provides investment management services to the Fund. MCCA’s principal office is located at 2727 Allen Parkway, 13th Floor, Houston, TX 77019.

Equus Total Return, Inc.

Vice Chairman. Equus Total Return, Inc. is a closed-end fund, business development company, and is listed on the New York Stock Exchange. Equus Total Return’s principal office is located at 2727 Allen Parkway, 13th Floor, Houston, TX 77019.

United States of America

Kenneth I. Denos

10757 South River Front Pkwy, Suite 125, South Jordan, Utah 84095

MCC Global

Chief Executive Officer and Management Board Director. Mr. Denos owns 8.62% of the voting equity in MCC Global. MCC Global is an international private equity investment and advisory firm. MCC Global’s principal office is 4th Floor, Tower 42, 25 Old Broad Street, London EC2N 1HQ United Kingdom.

MCC

Chief Executive Officer and Director. MCC is a wholly owed subsidiary of MCC Global. MCC’s principal office is located at 10757 South River Front Pkwy, Suite 125, South Jordan, Utah 84095.

MCCE

Director. MCCE provides business consulting services in the United Kingdom. MCCE’s principal office is located at 10757 South River Front Pkwy, Suite 125, South Jordan, Utah 84095.

MCCA

Chief Executive Officer and Director. MCCA is an SEC-registered investment adviser, and provides investment management services to the Fund. MCCA’s principal office is located at 2727 Allen Parkway, 13th Floor, Houston, TX 77019.

Equus Total Return, Inc.

President and Chief Executive Officer. Equus Total Return, Inc. is a closed-end fund, business development company, and is listed on the New York Stock Exchange. Equus Total Return’s principal office is located at 2727 Allen Parkway, 13th Floor, Houston, TX 77019.

United States of America

EXHIBIT B

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the undersigned hereby agree to the joint filing with all other persons signatory below of a statement on Schedule 13D or any amendments thereto, with respect to the common stock of Equus Total Return, Inc. and that this Agreement be included as an attachment to such filing.

This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which together shall be deemed to constitute one and the same Agreement.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on September 28, 2007.

MCC GLOBAL N.V.

By: /s/ Kenneth I. Denos*

Name: Kenneth I. Denos

Title: Chief Executive Officer

MCC EUROPE LIMITED

By: /s/ Kenneth I. Denos*

Name:

Kenneth I. Denos

Title:

Director

MOORE, CLAYTON & CO., INC.

By: /s/ Kenneth I. Denos*

Name:

Kenneth I. Denos

Title:

Chief Executive Officer

ANTHONY R. MOORE

By: /s/ Anthony R. Moore*

SHARON CLAYTON

By: /s/ Sharon Clayton*

KENNETH I. DENOS

By: /s/ Kenneth I. Denos*

EX-3 2 d74748_ex3.htm ELLIOT INTERNATIONAL, L.P.

AGREEMENT

AGREEMENT (“Agreement”) dated as of July 21, 2008 among MOORE, CLAYTON & CO., INC., a Delaware corporation (the “Company”), MCC GLOBAL N.V., a Netherlands corporation (“MCC Global”), MCC EUROPE LTD., a company organized under the laws of England and Wales (“MCCE” and together with the Company and MCC Global, the “MCC Parties”); and ELLIOTT INTERNATIONAL, L.P., a Cayman Islands limited partnership (the “Holder”), as successor to Manchester Securities Corp. (“Manchester”) Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Notes (as defined below).

W I T N E S S E T H:

WHEREAS, pursuant to a Securities Purchase Agreement dated as of June 21, 2005 (the “First Securities Purchase Agreement”), the Company sold and Manchester purchased a note entitled A-l, in the amount of $3.3 million (the “First Note”) and a note entitled A-2 in the amount of $9.7 million (the “Second Note”);

WHEREAS, pursuant to a Securities Purchase Agreement dated as of December 29, 2005 (the “Second Securities Purchase Agreement”), the Company sold and Manchester purchased a note entitled A-3 (the “Third Note”) in the amount of $6.7 million (together with the First Note and the Second Note, collectively, the “Notes”) and certain amendments to the First Securities Purchase Agreement and the First Note and the Second Note were agreed between the parties;

WHEREAS, each of the Notes are separately secured pursuant to certain pledge agreements and charges over shares (as amended, the ‘Security Agreements”);

WHEREAS, the equity of the Company is now owned by MCC Global N.V., the shares of which are listed on the Frankfurt Stock Exchange (the “Exchange”);

WHEREAS, the Notes, which were due on June 30, 2007 (the “Original Maturity Date”), remain outstanding;

WHEREAS, Manchester has previously assigned 60% of each Note to the Holder, which previously held a participation interest with respect to such portion of the Notes; and

WHEREAS, the parties wish to provide for the partial repayment by the Company of the outstanding debt represented by the Notes;

NOW, THEREFORE, in consideration of the foregoing premises and the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. 254,376 shares of Equus Total Return Inc (“Equus”) owned by MCCE and currently pledged to secure the Third Note and Second Note (the “Shares”) will be re-registered in the name of the Holder.

2. The Holder shall have the absolute right to sell the Shares to any third party from the date the Shares are re-registered in its name. The proceeds from any such sale, net of any commissions, taxes and selling expenses, shall be applied to the amount outstanding (including interest, default interest and premium) and owed to the Holder under the Third Note and Second Note in any manner determined by the Holder in its sole discretion. Any excess amount will be applied to reduce the amount outstanding (including interest, default interest and premium) and owed to the Holder under the First Note, also in any manner determined by the Holder in its sole discretion. The MCC Parties hereby agree not to contest any such sale or the sale price of the Shares (unless constituting actual fraud).

3. If the Holder does not sell the Shares within 45 days of the date hereof, unless mutually agreed otherwise, the parties will cooperate in having the Shares re-registered in the name of MCCE, in which case such Shares shall remain pledged to secure amounts outstanding under the Third Note and Second Note, as applicable.

4. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF TO SUCH PARTY AT THE ADDRESS FOR SUCH NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. IF ANY PROVISION OF THIS AGREEMENT SHALL BE INVALID OR UNENFORCEABLE IN ANY JURISDICTION, SUCH INVALIDITY OR UNENFORCEABILITY SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THIS AGREEMENT IN THAT JURISDICTION OR THE VALIDITY OR ENFORCEABILITY OF ANY PROVISION OF THIS AGREEMENT IN ANY OTHER JURISDICTION. EACH PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY.

5. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when

counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

6. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

7. This Agreement supersedes all other prior oral or written agreements among the parties and persons acting on their behalf with respect to the specific matters discussed herein. No provision of this Agreement may be amended other than by an instrument in writing signed by the parties hereto, and no provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought.

8. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing, must be delivered by (i) courier, mail or hand delivery or (ii) facsimile, and will be deemed to have been delivered upon receipt. The addresses and facsimile numbers for such communications shall be:


	If to any of the MCC Parties:

		Moore, Clayton & Co., Inc.
		10757 South River Front Parkway
		Suite 125
		South Jordan, Utah 84095
		Telephone: 801-816-2511
		Facsimile: 801-816-2599
		Attention: Kenneth Denos

	If to the Holder:

		c/o Elliott Management Corporation
		712 Fifth Avenue
		New York, New York 10019
		Telephone: (212) 974-6000
		Facsimile: (212) 974-2092
		Attention: Elliot Greenberg

	with a copy to:

		Elliott Advisors (UK) Ltd.
		Cleveland House
		33 King Street
		London SWlY 6RJ England
		Telephone: 011-44-20-7518-1809
		Facsimile: 011-44-20-7577-3722


		Attention: Mark Levine

	and	Martin Sklar, Esq.
		Kleinberg, Kaplan, Wolff & Cohen, P.C.
		551 Fifth Avenue
		New York, New York 10176
		Telephone: (212) 986-6000
		Facsimile: (212) 986-8866

9. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

10. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

11. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

12. The Company shall pay the legal fees and expenses of counsel to the Holder reasonably incurred in connection with the preparation, execution, and delivery of this Agreement and the other agreements and documents contemplated herein.

* * * * *

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date and year first above written.


COMPANY:		HOLDER:

MOORE, CLAYTON & CO., INC.		ELLIOTT INTERNATIONAL, L.P.
		By: Elliott International Capital Advisors,
		Inc., as attorney-in-fact
By:

	Name:
	Title:


		By:

			Name: Elliot Greenberg
			Title: Vice President

MCC GLOBAL N.V.

By:

	Name:
	Title:

MCC EUROPE LTD.

By:

	Name:
	Title:

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date and year first above written.


COMPANY:		HOLDER:

MOORE, CLAYTON & CO., INC.		ELLIOTT INTERNATIONAL, L.P.
		By: Elliott International Capital
		Advisors, Inc., as attorney-in-fact

By:

	Name: ANTHONY MOORE
	Title: DIRECTOR
		By:

			Name:
			Title:

MCC GLOBAL N.V.

By:

	Name: ANTHONY MOORE
	Title: CHAIRMAN

MCC EUROPE LTD.

By:

	Name: ANTHONY MOORE
	Title: DIRECTOR

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AGREEMENT

AGREEMENT (“Agreement”) dated as of July 21, 2008 among MOORE, CLAYTON & CO., INC., a Delaware corporation (the “Company”), MCC GLOBAL N.V., a Netherlands corporation (“MCC Global”), MCC EUROPE LTD., a company organized under the laws of England and Wales (“MCCE” and together with the Company and MCC Global, the “MCC Parties”); and MANCHESTER SECURITIES CORP., a New York corporation (the “Holder”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Notes (as defined below).

W I T N E S S E T H:

WHEREAS, pursuant to a Securities Purchase Agreement dated as of June 21, 2005 (the “First Securities Purchase Agreement”), the Company sold and the Holder purchased a note entitled A-l, in the amount of $3.3 million (the “First Note”) and a note entitled A-2 in the amount of $9.7 million (the “Second Note”);

WHEREAS, pursuant to a Securities Purchase Agreement dated as of December 29, 2005 (the “Second Securities Purchase Agreement”), the Company sold and the Holder purchased a note entitled A-3 (the “Third Note”) in the amount of $6.7 million (together with the First Note and the Second Note, collectively, the “Notes”) and certain amendments to the First Securities Purchase Agreement and the First Note and the Second Note were agreed between the parties;

WHEREAS, each of the Notes are separately secured pursuant to certain pledge agreements and charges over shares (as amended, the ‘Security Agreements”);

WHEREAS, the equity of the Company is now owned by MCC Global N.V., the shares of which are listed on the Frankfurt Stock Exchange (the “Exchange”);

WHEREAS, the Notes, which were due on June 30, 2007 (the “Original Maturity Date”), remain outstanding;

WHEREAS, the Holder has previously assigned 60% of each Note to Elliott International, L.P., which previously held a participation interest with respect to such portion of the Notes; and

WHEREAS, the parties wish to provide for the partial repayment by the Company of the outstanding debt represented by the Notes;

1. 169,584 shares of Equus Total Return Inc (“Equus”) owned by MCCE and currently pledged to secure the Third Note and Second Note (the “Shares”) will be re-registered in the name of the Holder.

2. The Holder shall have the absolute right to sell the Shares to any third party from the date the Shares are re-registered in its name. The proceeds from any such sale, net of any commissions, taxes and selling expenses, shall be applied to the amount outstanding (including interest, default interest and premium) and owed to the Holder under the Third Note and Second Note in any manner determined by the Holder in its sole discretion. Any excess amount will be applied to reduce the amount outstanding (including interest, default interest and premium) and owed to the Holder under the First Note and Second Note, also in any manner determined by the Holder in its sole discretion. The MCC Parties hereby agree not to contest any such sale or the sale price of the Shares (unless constituting actual fraud).

5. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory

thereto with the same force and effect as if the signature were an original, not a facsimile signature.


	If to any of the MCC Parties:

		Moore, Clayton & Co., Inc. 10757 South River Front Parkway Suite 125 South Jordan, Utah 84095 Telephone: 801-816-2511 Facsimile: 801-816-2599 Attention: Kenneth Denos

	If to the Holder:

		c/o Elliott Management Corporation 712 Fifth Avenue New York, New York 10019 Telephone: (212) 974-6000 Facsimile: (212) 974-2092 Attention: Elliot Greenberg

	with a copy to:

		Elliott Advisors (UK) Ltd. Cleveland House 33 King Street London SWlY 6RJ England Telephone: 011-44-20-7518-1809 Facsimile: 011-44-20-7577-3722 Attention: Mark Levine


	and	Martin Sklar, Esq. Kleinberg, Kaplan, Wolff & Cohen, P.C. 551 Fifth Avenue New York, New York 10176 Telephone: (212) 986-6000 Facsimile: (212) 986-8866

9. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

10. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

11. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

12. The Company shall pay the legal fees and expenses of counsel to the Holder reasonably incurred in connection with the preparation, execution, and delivery of this Agreement and the other agreements and documents contemplated herein.

* * * * *

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date and year first above written.


COMPANY:		HOLDER:

MOORE, CLAYTON & CO., INC.		MANCHESTER SECURITIES CORP.

By:

	Name: Title:	By:

			Name: Elliot Greenberg
			Title: Vice President

MCC GLOBAL N.V.

By:

	Name:
	Title:

MCC EUROPE LTD.

By:

	Name:
	Title:

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date and year first above written.


COMPANY:		HOLDER:

MOORE, CLAYTON & CO., INC.		MANCHESTER SECURITIES CORP.

By:

	Name: ANTHONY MOORE	By:
	Title: DIRECTOR
			Name:
			Title:
MCC GLOBAL N.V.

By:

	Name: ANTHONY MOORE
	Title: CHAIRMAN

MCC EUROPE LTD.

By:

	Name: ANTHONY MOORE
	Title: DIRECTOR