REVOLVING CREDIT NOTE

Exhibit 10(g)

REVOLVING CREDIT NOTE

1. FOR VALUE RECEIVED, and as hereinafter provided EQUUS TOTAL RETURN, INC., Delaware corporation (the " Borrower "), promises and agrees to pay unto the order of AMEGY BANK NATIONAL ASSOCIATION, a national banking association ("Lender") at its office located at 4400 Post Oak Parkway, Houston, Harris County, Texas 77027, or at such other address or addresses as Lender may from time to time designate in writing to Borrower, in immediately available funds in lawful currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, the sum of up to SEVEN MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($7,500,000.00), or so much thereof as may be advanced pursuant to the hereinafter described Loan Agreement, together with interest on the unpaid principal balance from time to time owing hereunder from the date of advance hereunder until maturity, and otherwise in strict accordance with the terms and provisions hereof.

2. As used herein, the following terms shall have the meanings assigned:

" Amegy Prime Rate " means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus  ¹ / 2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Lender as its "prime rate". Such rate is a rate set by Lender based upon various factors including Lender’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Lender shall take effect at the opening of business on the day specified in the public announcement of such change.

" Borrowing Date " means any Business Day on which Lender advances to Borrower a portion of the Loan hereunder.

" Borrowing Notice " shall mean a notice in writing given by Borrower to Lender substantially in the form of Exhibit B to the Loan Agreement requesting a Loan under the Loan Agreement.

" Business Day " means a day when Lender is open for business, other than a Saturday or Sunday.

" Control Account Agreement " means that certain Control Account Agreement of even date herewith between from Borrower in favor of Lender.

" Default Rate " means a per annum rate equal to the lesser of (a) the Amegy Prime Rate plus three percent (3%), and (b) the Maximum Rate.

" Event of Default " means the occurrence of an Event of Default (as defined in the Loan Agreement).

" Federal Funds Rate " means, for any day, the rate per annum (rounded upwards to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to Lender on such day on such transactions as determined by Lender.

" Loan Agreement " means that certain Loan Agreement executed by Borrower and Lender of even date herewith.

" Loan Documents " means this Note, the Loan Agreement, and other documents evidencing, securing and relating to the Loan.

" Loan(s) " means the Loan(s) evidenced by this Note, from the date hereof to the Maturity Date, during which period advances may be allowed up to the principal amount of this Note, bearing interest as herein set forth, and being payable in installments as herein set forth. All references to the Loan or Loans shall be references to the single indebtedness evidenced by the Note. The Loan is a revolving loan. Any sums repaid may be reborrowed, subject to the limitations set forth in the Loan Agreement.

" Maturity Date " means February 15, 2010.

" Maximum Rate " means, with respect to the holder hereof, the maximum nonusurious interest rate, if any, that at any time, or from time to time, may be under applicable law contracted for, taken, reserved, charged or received on the indebtedness evidenced by this Note.

" Pledge and Security Agreement " means that certain Pledge and Security Agreement of even date herewith from Borrower in favor of Lender pursuant to which Borrower has granted Lender a first and prior lien on and security interest in Borrower’s investment portfolio securities.

" Usury Laws " means all applicable federal or state usury laws regarding the use, forbearance, or detention of money.

3. Interest shall accrue on the outstanding principal balance of each Loan advanced pursuant to this Note, or any portion hereof, as follows:

(a) commencing on the Borrowing Date of the first Loan advanced hereunder (and on the Borrowing Date of the first Loan advanced hereunder following each Interest Reset Date as defined below) and continuing until and including the one hundred twentieth (120 ^th ) day after such Loan is advanced, such Loan together with all other Loans advanced hereunder prior to the occurrence of an Interest Reset Date, shall accrue

interest at a rate equal to the greater of (i) five percent (5%) and (ii) the lesser of (y) the Amegy Prime Rate and (z) the Maximum Rate; and commencing on the one hundred twenty-first (121st) day after first Loan is advanced it and all other Loans advanced hereunder prior to the occurrence of an Interest-Rate Reset Date, will accrue interest at a rate equal to the greater of (i) five percent (5%) and (ii) the lesser of (y) the Amegy Prime Rate plus one percent (1%) and (z) the Maximum Rate.

(b) If all Loans hereunder are repaid in full and the outstanding principal balance of this Note is reduced to zero for at least ten (10) calendar days, the Borrowing Date of the first Loan advanced hereunder following such period when the loan balance was zero will be an "Interest Reset Date."

(c) Unless otherwise specified by Borrower, all prepayments and repayments of Loans shall be applied against the outstanding Loans in their reverse order of incurrence, with the most recently incurred Loan being paid off first.

(d) If at any time and from time to time the rates of interest calculated pursuant to the Amegy Prime Rate would exceed the Maximum Rate, thereby causing the interest payable hereon to be limited to the Maximum Rate, then any subsequent reduction in the Amegy Prime Rate shall not reduce the rate of interest hereon below the Maximum Rate until the total amount of interest accrued hereon from and after the date of the first advance hereunder equals the amount of interest which would have accrued hereon if the Amegy Prime Rate had at all times been in effect.

4. In order to request a Lo