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                                                                  EXHIBIT 10.34

                Employees with Employment or Severance Agreements
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                 PARTIALLY NON-RECOURSE SECURED PROMISSORY NOTE
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                                    ("Note")
                                      ----
                                Due May 28, 2006


$1,328,351                                                     November 28, 2001


         FOR VALUE RECEIVED, the undersigned (the "Borrower") hereby promises to
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pay to the order of MCG  Capital  Corporation,  a Delaware  corporation,  or its
successor  (the  "Lender") the principal sum of $1,328,351 as such amount may be
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adjusted  below in Section 7 herein (as  adjusted,  the  "Principal  Amount") in
lawful  money of the United  States of America  on May 28,  2006 (the  "Maturity
Date"),  and to pay interest at a rate per annum equal to 4.13% (computed on the
basis of a 360 day year of twelve 30 day months)  (the  "Interest  Rate") on the
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unpaid  principal amount hereof from time to time outstanding from and after the
date of this Note  until the  entire  principal  amount  hereof has been paid in
full,  payable  annually in arrears on each anniversary of the date hereof (each
an "Interest Payment Date").
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         This  Note is  being  delivered  as  payment  for the  purchase  by the
Borrower of certain  shares of Common  Stock,  par value $.01 per share,  of the
Lender (the "Common Stock"),  pursuant to the Restricted Stock Agreement,  dated
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as of  the  date  hereof  (the  "Restricted  Stock  Agreement).  Payment  of the
principal of and  interest on this Note is secured  pursuant to the terms of the
Stock Pledge  Agreement,  dated as of the date hereof,  between the Borrower and
the Lender (the "Pledge Agreement"),  pursuant to which the Borrower has pledged
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certain  securities (the "Pledged Shares") to the Lender,  reference to which is
made for a description of the entire  collateral  provided thereby (the "Pledged
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Collateral") and the rights of the Lender in respect of the Pledged Collateral.
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         Notwithstanding  anything herein or in any other agreement,  instrument
or other  document  to the  contrary,  the  Borrower  shall  (i)  have  personal
liability for the  repayment of the interest  evidenced by this note and for any
claim of any kind based  thereon or relating  thereto;  and the Lender  shall be
entitled,  among other things,  to look to the Pledged  Collateral as its remedy
for the repayment of the interest  evidenced by this Note and any other claim of
any kind  relating  thereto or to the Pledge  Agreement or arising  hereunder or
thereunder,  and  (ii)  not  have  any  personal  liability  of any kind for the
repayment of the Principal Amount evidenced by this Note or for any claim of any
kind based thereon or relating thereto,  and the Lender shall be entitled to and
shall look solely to the Pledged Collateral as its sole and exclusive remedy for
the repayment of the Principal Amount evidenced by this Note and any other claim
of any kind relating thereto or to the Pledge Agreement or arising  hereunder or
thereunder.

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         This Note is subject to the following further terms and conditions:

         1. Mandatory Prepayments. (a) The outstanding Principal Amount shall be
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mandatorily  prepaid,  together with accrued interest thereon,  upon the sale of
any of the Pledged Shares,  to the extent of the Net Proceeds of such sale. "Net
Proceeds" shall mean the proceeds of the sale of any of the Pledged Shares after
deduction for (i) all expenses paid or payable in connection with such sale, and
(ii) any payment in respect of any personal taxes or other taxes on the proceeds
of such sale.

                  (b) Any  repayments  made under this  Section 1 shall be first
applied  to the  payment  of any unpaid  and  accrued  interest  and then to the
payment of the Principal Amount outstanding hereunder.

                  (c)  Concurrently  with any  repayment  of any  portion of the
Principal  Amount  pursuant to this  Section 1 hereof,  the Lender  shall make a
notation  of such  payment on the Loan and  Repayment  Schedule  (as  defined in
Section 6 hereof).

                  (d) Upon repayment of this Note in full, together with accrued
interest  thereon,  this Note shall be cancelled by the Lender.  Notwithstanding
the foregoing, any Principal Amount which remains outstanding hereunder upon the
sale of all of the Pledged Shares (and upon prepayment of this Note as set forth
in paragraph (a)) shall be cancelled,  any remaining  Principal  Amount shall be
forgiven,  by the Lender and no interest on any such forgiven  Principal  Amount
shall continue to accrue,  but only to the extent that such sales were either in
the pursuit of remedies or in a bona fide arm's  length  transaction  with third
parties  other than  family  members  or  Affiliates  (as  defined in the Pledge
Agreement)  and effected with the objective of maximizing the price obtained for
the Pledged Shares sold.

         2.  Termination of Employment.  Notwithstanding  any other provision of
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this Note, the entire Principal Amount  outstanding,  and any accrued  interest,
shall be due and payable on the earlier of (a) the Maturity  Date,  or (b) three
months following (i) the Lender's termination of the Borrower's  employment with
the Lender for Cause (as defined in the Borrower's  Restricted  Stock Agreement)
or (ii) the Borrower's  termination of its employment with the Lender other than
for Good Reason or death or Disability (as defined in the Borrower's  Restricted
Stock Agreement).

         3.  Payment  and  Prepayment.  All  payments  and  prepayments  of  the
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Principal Amount and interest on this Note shall be made to the Lender in lawful
money of the United  States of America at the  principal  offices of the Lender.
Any  prepayments of any portion of the Principal  Amount shall be accompanied by
payment  of all  interest  accrued  but  unpaid on the  Principal  Amount  being
prepaid.

         4. Events of Default.  (x) Upon the failure of the  Borrower to pay (a)
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the  Principal  Amount when and as the same becomes due and payable,  whether at
maturity thereof, upon the occurrence of an event requiring mandatory prepayment
under  Section 1(a) hereof,  or upon the  Borrower's  termination  of employment
requiring  payment in full under  Section 2 hereof,  or (b) the  interest on the
Note when and as the same becomes due and  payable,  and such failure to pay the
Principal Amount or interest continues for ten (10) days, or (y) if the Borrower

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shall file a petition in bankruptcy or for an  arrangement or any similar relief
pursuant to Title 11 of the United  States Code or under any similar  present or
future federal law or the law of any other  jurisdiction or shall be adjudicated
a bankrupt or insolvent,  or consent to the appointment of or taking  possession
by a receiver, liquidator, assignee, trustee, custodian,  sequestrator (or other
similar official) of all or any substantial part of the Borrower's property,  or
shall make a general assignment for the benefit of creditors,  or shall admit in
writing the Borrower's  inability to pay the Borrower's  debts generally as they
become due, or shall take any action in  furtherance of any of the foregoing and
such event is not cured within 60 days (each of the events  described in clauses
(x) and (y) being referred to herein as an "Event of Default"), then, and in any
such event,  the Lender may declare,  by written  notice of the Event of Default
given to the  Borrower,  the entire  Principal  Amount to be  forthwith  due and
payable,  whereupon the entire Principal Amount  outstanding and any accrued and
unpaid  interest  hereunder  shall become due and payable  without  presentment,
demand,  protest,  notice of dishonor  and all other  demands and notices of any
kind,  all of which are hereby  expressly  waived.  If an Event of Default shall
occur  hereunder,  the  Borrower  shall  pay  costs  of  collection,   including
reasonable attorneys' fees, incurred by the Lender in the enforcement hereof.

         5.  Waiver.  No delay or failure by the Lender in the  exercise  of any
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right or remedy  shall  constitute  a waiver  thereof,  and no single or partial
exercise by the Lender  hereof of any right or remedy  shall  preclude  other or
future exercise thereof or the exercise of any other right or remedy.

         6. Loan and Repayment  Schedule.  Annexed hereto and made a part hereof
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is a schedule  (the "Loan and  Repayment  Schedule") on which shall be shown all
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repayments of the Principal  Amount and accrued interest made by the Borrower to
the  Lender  and  other  information  provided  for on such  Loan and  Repayment
Schedule.  The  Borrower  hereby  appoints  the  Lender  as its agent to make an
appropriate notation on the Loan and Repayment Schedule (or on a continuation of
such Loan and  Repayment  Schedule)  evidencing  the date and the  amount of any
Principal   Amount  repayment  or  interest  payment  made  hereunder  or  other
information  provided for on the Loan and Repayment Schedule,  provided that the
Lender shall promptly  provide Borrower with a copy of each such notation and an
annual statement of all such repayments. Failure to make the notation or provide
a copy of each such notation and the annual statement described herein shall not
affect the Borrower's  obligations hereunder or create any liability on the part
of the Lender.

         7. Principal Amount  Adjustment.  The initial Principal Amount shall be
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automatically  increased or decreased hereunder to an amount equal to the number
of Purchased  Shares as defined in the  Borrower's  Restricted  Stock  Agreement
multiplied by the price per share of Common Stock in the Initial Public Offering
(as those terms are defined in the Restricted Stock Agreement).

         8. Miscellaneous. (a) The validity, performance and enforcement of this
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Note shall be  governed by the laws of the  Commonwealth  of  Virginia,  without
giving effect to the principles of the conflicts of law thereof.


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                  (b) If the date set for  payment  of the  Principal  Amount or
interest  hereunder is a Saturday,  Sunday or legal  holiday,  then such payment
shall be due on the next succeeding business day.

                  (c) All notices and other communications hereunder shall be in
writing  and will be deemed to have been duly  given if  delivered  or mailed in
accordance with the Stockholders' Agreement.

                  (d) The  headings  contained  in this  Note are  inserted  for
reference  only and shall not be  deemed to  constitute  part of this Note or to
affect the construction hereof.

                  (e) The Lender may assign its rights or obligations under this
Note without the prior  written  consent of the  Borrower.  The Borrower may not
assign  its rights or  obligations  under this Note  without  the prior  written
consent of the Lender.


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         IN WITNESS  WHEREOF,  this Note has been duly executed and delivered by
the Borrower on the date first above written.


                                 /s/ Bryan J. Mitchell
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                                 Bryan J. Mitchell