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CUSIP No.
294766100
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13D/A
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Page 4 of
14 Pages
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Item 1. Security and Issuer.
This
Amendment No. 1 to Schedule 13D (this Amendment No. 1) amends and supplements
or amends and restates, as indicated, the Statement on Schedule 13D filed on
October 5, 2009 by the Reporting Persons (the Schedule 13D) with respect to
the shares of common stock (the Common Stock) of Equus Total Return, Inc., a
Delaware corporation (the Fund). This Amendment No. 1 is being filed to amend
or supplement Items 2, 3, 4, 5, 6, and 7 of the Schedule 13D. Except as herein
amended or supplemented all other information in the Schedule 13D is as set
forth therein. Capitalized terms used herein but not defined shall have the
meanings ascribed thereto in the Schedule 13D.
Item 2. Identity and Background.
The
information set forth in Item 2 of the Schedule 13D is hereby amended and
supplemented as follows:
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 the executive officers, directors and
control persons of each of MIL and VSI, as of the date hereof.
Item 3. Source and Amount of Funds or Other
Consideration.
The
information set forth in Item 3 of the Schedule 13D is hereby amended and
supplemented as follows:
MIL
acquired 125,162 shares of Common Stock between January 8, 2010 and February
17, 2010 for an aggregate price of $421,777.89 (inclusive of brokerage
commissions) through open market transactions. VSI advanced all of the funds
used to purchase these shares to MIL. MIL also sold 40,700 shares of Common
Stock between October 26, 2009 and November 27, 2009.
Item 4. Purpose of Transaction.
The
information set forth in Item 4 of the Schedule 13D is hereby amended and
supplemented as follows:
The
Reporting Persons and the Fund have completed discussions pursuant to which the
Fund has agreed to nominate Fraser Atkinson, Alessandro Benedetti, John Hardy
and Bertrand des Pallieres as directors of the Fund (the Nominees) and to
support the election of the Nominees at the Funds Annual Meeting scheduled to
be held on May 12, 2010. On April 13, 2010, the Fund filed a definitive proxy
statement on Schedule 14A with the Securities and Exchange Commission to, among
other things, solicit stockholders of the Fund to vote in favor of the Nominees
selected by the Reporting Persons, along with the other nominees for director
in connection with the Funds 2010 Annual Meeting. The board of directors of
the Fund expects that the Nominees will provide the Fund with access to
investment opportunities, capital as required, execution capacity and
management expertise. These are necessary elements to grow the Fund.
Other
than as supplemented herein, the Reporting Persons continue to have the
purposes and intentions as more fully set forth in the Schedule 13D.
Item 5. Interests in Securities of the
Issuer.
The
information set forth in Item 5 of the Schedule 13D is hereby amended and
restated in its entirety as follows:
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CUSIP No.
294766100
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13D/A
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Page 5 of
14 Pages
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(a) Each
Reporting Person beneficially owns 822,031 shares of Common Stock, which
represent approximately 9.28% of the issued and outstanding shares of Common
Stock.
(b) Each Reporting
Person has the power to vote, or direct the vote, and dispose of, or direct the
disposition of, 822,031 shares of Common Stock, which represent approximately
9.28% of the outstanding shares of Common Stock.
(c)
Information with respect to all transactions in the shares of Common Stock
beneficially owned by the Reporting Persons which were effected during the past
sixty days is set forth in Annex A attached hereto and incorporated herein by
reference.
(d) Not
applicable.
(e) Not
applicable.
Item 6. Contracts, Arrangements,
Understandings or Relationships with respect to Securities of the Issuer.
See
the discussion of the nomination as directors of the Nominees as referenced in
Item 4 above.
Item 7. Materials to be filed as Exhibits.
The
information set forth in Item 7 of the Schedule 13D is hereby amended as
follows:
Exhibit A. Officers and Directors of MIL and VSI.
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CUSIP No.
294766100
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13D/A
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Page 6 of
14 Pages
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SIGNATURES
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.
Date: April
13, 2010
MOBIQUITY
INVESTMENTS LIMITED
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By:
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/s/ Fraser
Atkinson
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Name: Fraser
Atkinson
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Title: Chief
Financial Officer
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VERSATILE SYSTEMS
INC.
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By:
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/s/ John
Hardy
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Name: John
Hardy
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Title: Chief
Executive Officer
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CUSIP No.
294766100
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13D/A
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Page 7 of
14 Pages
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EXHIBIT A
Officers and Directors of MIL and VSI
MIL
is a wholly-owned subsidiary of VSI, and therefore VSI ultimately controls MIL.
The name, business address, present principal occupation, and citizenship of
each director, executive officer and control person of MIL, and each executive
officer and director of VSI, are set forth below.
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Name and Business
Address
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Principal Occupation
and Name, Principal Business and Address
of the Employing Organizations
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Citizenship
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John Hardy
355 Burrard Street
Suite 910
Vancouver, B.C., Canada
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MIL
Chief Executive Officer and Director of MIL. MIL is a wholly owned subsidiary
of VSI. MILs principal office is located at Suite 213 - 19105 36
th
Avenue West, Lynnwood, WA 98036.
VSI
Chairman, CEO and Director of VSI. Mr. Hardy owns 2.57% of the voting equity
in VSI. VSI is a public company listed on the TSX Venture Exchange and on AIM
of the London Stock Exchange. VSIs principal office is located at Suite 910
355 Burrard Street, Vancouver, B.C., Canada V6C 2G8.
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Canada
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CUSIP No.
294766100
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13D/A
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Page 8 of
14 Pages
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Name and Business
Address
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Principal Occupation
and Name, Principal Business and Address
of the Employing Organizations
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Citizenship
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Fraser
Atkinson
355 Burrard Street
Suite 910
Vancouver, B.C.
Canada
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MIL
Chief Financial Officer and Director of MIL. MIL is a wholly owned subsidiary
of VSI. MILs principal office is located at Suite 213 - 19105 36
th
Avenue West, Lynnwood, WA 98036.
VSI
CFO, Corporate Secretary and Director of VSI. Mr. Atkinson owns
2.62% of the voting equity in VSI. VSI is a public company listed on the TSX
Venture Exchange and on AIM of the London Stock Exchange. VSIs principal
office is located at Suite 910 355 Burrard Street, Vancouver, B.C., Canada
V6C 2G8.
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Canada
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CUSIP No.
294766100
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13D/A
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Page 9 of
14 Pages
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Name and Business
Address
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Principal Occupation
and Name, Principal Business and Address
of the Employing Organizations
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Citizenship
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Malcolm Clay
355 Burrard Street
Suite 910
Vancouver, B.C.,
Canada
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VSI
Independent Director and Chair of the Audit Committee of VSI. Mr. Clay is an
independent businessman and corporate director. Mr. Clay owns 0.32% of the
voting equity in VSI. VSI is a public company listed on the TSX Venture
Exchange and on AIM of the London Stock Exchange. VSIs principal office is
located at Suite 910 355 Burrard Street, Vancouver, B.C., Canada V6C 2G8.
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Canada
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CUSIP No.
294766100
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13D/A
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Page 10 of
14 Pages
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Name and
Business
Address
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Principal
Occupation
and Name, Principal Business and Address
of the Employing Organizations
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Citizenship
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Bertrand Des
Pallieres
96 Baker Street, 3rd Floor,
London, UK
W1U 6TJ
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VSI
Independent Director of VSI. Mr. Des Pallieres is the Chief Executive
Officer of SPQR Capital LLP, which is an independent financial institution
authorized and regulated by the UK Financial Services Authority. Mr. Des
Pallieres owns 19.57% of the voting equity in VSI. VSI is a public company
listed on the TSX Venture Exchange and on AIM of the London Stock Exchange.
VSIs principal office is located at Suite 910 355 Burrard Street,
Vancouver, B.C., Canada V6C 2G8.
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France
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CUSIP No.
294766100
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13D/A
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Page 11 of
14 Pages
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Name and Business
Address
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Principal Occupation
and Name, Principal Business and Address
of the Employing Organizations
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Citizenship
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Alessandro
Benedetti
7 Riva Paradiso
69000 Lugano,
Switzerland
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VSI
Independent Director of VSI. Mr. Benedetti is the Chief Executive Officer of
SAE Capital Ltd., which is a private investment firm. Mr. Benedetti owns
18.50% of the voting equity in VSI. VSI is a public company listed on the TSX
Venture Exchange and on AIM of the London Stock Exchange. VSIs principal
office is located at Suite 910 355 Burrard Street, Vancouver, B.C., Canada
V6C 2G8.
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Italy
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CUSIP No.
294766100
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13D/A
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Page 12 of
14 Pages
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Name and Business
Address
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Principal Occupation
and Name, Principal Business and Address
of the Employing Organizations
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Citizenship
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Kais Laouiti
3rd Floor, Block B, Lots
1.5.5 les Jardins du Lac,
Les Berges du Lac, 1053
Tunis, Tunisia
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VSI
Independent Director of VSI. Mr. Laouiti is the Managing Director of
NewInvest, which is a private investment firm. Mr. Laouiti owns or has voting
power over 2.03% of the voting equity in VSI. VSI is a public company listed
on the TSX Venture Exchange and on AIM of the London Stock Exchange. VSIs
principal office is located at Suite 910 355 Burrard Street, Vancouver,
B.C., Canada V6C 2G8.
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France and
Tunisia
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CUSIP No.
294766100
|
13D/A
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Page 13 of
14 Pages
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ANNEX A
INFORMATION WITH RESPECT TO TRANSACTIONS
OF SHARES BY MIL SINCE THE REPORTING PERSONS
LAST REPORTED FILING ON SCHEDULE 13D
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Date
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Number of shares purchased (sold)
1
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Price per share ($)
2
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26-Oct-09
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(700
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3.93
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26-Oct-09
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(100
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3.92
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26-Oct-09
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(100
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3.91
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26-Oct-09
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(4,100
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)
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3.85
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26-Oct-09
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(500
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)
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3.89
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26-Oct-09
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(200
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)
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3.88
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11-Nov-09
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(2,200
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)
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3.49
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11-Nov-09
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(100
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)
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3.50
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11-Nov-09
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(10
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)
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3.51
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11-Nov-09
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(1,200
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)
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3.46
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11-Nov-09
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(200
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)
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3.45
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11-Nov-09
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(1,100
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)
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3.42
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11-Nov-09
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(2,200
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)
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3.41
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11-Nov-09
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(787
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)
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3.40
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11-Nov-09
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(200
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)
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3.39
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11-Nov-09
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(100
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)
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3.38
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11-Nov-09
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(1,903
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)
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3.18
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27-Nov-09
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(400
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)
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3.33
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27-Nov-09
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(200
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3.32
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27-Nov-09
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(1,800
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)
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3.31
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27-Nov-09
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(22,600
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)
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3.26
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8-Jan-10
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1,000
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3.40
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11-Jan-10
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1,000
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3.36
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11-Jan-10
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200
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3.35
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11-Jan-10
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300
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3.35
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11-Jan-10
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500
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3.36
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11-Jan-10
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600
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3.35
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11-Jan-10
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200
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3.35
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11-Jan-10
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200
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3.35
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11-Jan-10
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600
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3.36
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11-Jan-10
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900
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3.50
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13-Jan-10
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21,993
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3.38
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13-Jan-10
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500
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3.32
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15-Jan-10
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1,900
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3.41
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20-Jan-10
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1,000
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3.44
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21-Jan-10
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3,674
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3.38
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27-Jan-10
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16,400
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3.40
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1
All purchases/sales were effected through open market transactions.
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2
Inclusive of brokerage commissions.
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CUSIP No.
294766100
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13D/A
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Page 14 of
14 Pages
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Date
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Number of shares purchased (sold)
1
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Price per share ($)
2
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27-Jan-10
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3,400
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3.31
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27-Jan-10
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900
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3.32
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27-Jan-10
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18,000
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3.32
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27-Jan-10
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1,400
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3.32
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28-Jan-10
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1,834
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3.40
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29-Jan-10
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500
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3.33
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29-Jan-10
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100
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3.33
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29-Jan-10
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5,295
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3.38
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29-Jan-10
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2,228
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3.33
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1-Feb-10
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100
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3.33
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1-Feb-10
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695
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3.33
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1-Feb-10
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100
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3.33
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1-Feb-10
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300
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3.33
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1-Feb-10
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100
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3.33
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1-Feb-10
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643
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3.33
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1-Feb-10
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200
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3.33
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2-Feb-10
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5,954
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3.39
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4-Feb-10
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4,000
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3.42
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5-Feb-10
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1,900
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3.38
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10-Feb-10
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3,100
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3.39
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17-Feb-10
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946
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3.37
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17-Feb-10
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10,000
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3.35
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17-Feb-10
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12,500
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3.38
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