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                                                                   Exhibit 10.45


                                                              [Riggs & Co. Logo]

                           CORPORATE CUSTODY AGREEMENT

This agreement between the UNDERSIGNED as Principal and RIGGS BANK N.A.
("Riggs") as agent.

(1)   Delivery and ownership of the Property. Principal may deliver from time to
      time property acceptable to Riggs to be held in accordance with this
      agreement. Principal is the owner of all property held pursuant to this
      agreement, and Riggs is acting as agent of the Principal for the purposes
      set forth.

(2)   Investments. Riggs shall invest, sell, reinvest, and make other
      disposition of property only upon the instructions of Principal or of any
      Investment Adviser employed by Principal and shall undertake collection of
      any item held as the same matures. Instructions may be oral, in writing or
      in any other form acceptable to Riggs, and Principal assumes all risks
      resulting from action taken by Riggs in good faith on such instructions.
      Temporary and reserve investments may be made by Riggs in money market
      mutual funds to which Riggs or an affiliate provides investment advisory
      and other services. Riggs shall not be required to comply with any
      direction to purchase securities unless there is sufficient cash
      available, or with any direction to sell securities unless such securities
      are held in the account at the time in deliverable form. Expenses incurred
      in effecting any of the foregoing transactions shall be charged to the
      account.

(3)   Income. Riggs shall receive the income on the property held by it and
      after payment of expenses remit the net income as Principal may instruct.

(4)   Statements. Riggs shall furnish periodically to Principal statements of
      assets and statements of receipts and disbursements and shall furnish
      annually data for the preceding year to assist Principal in preparing
      returns for income tax purposes on the property held by Agent.

(5)   Nominee. Riggs may use agents and depositories and may register all or any
      part of the property in a nominee of Riggs, or may retain it unregistered
      and in bearer form.

(6)   Payment of Taxes. Principal is responsible for the payment of all taxes
      assessed on or with respect to any property held by Agent and any income
      received and agrees to hold Riggs harmless.

(7)   Compensation. The compensation of Riggs shall be in accordance with its
      established fee schedules in effect from time to time. In addition, to the
      extent that assets are invested in mutual funds to which Riggs or an
      affiliate provides investment advisory and other services, Riggs or an
      affiliate may receive fees from the mutual funds for such services.

(8)   Withdrawal of Property and Termination of Agreement. Principal may
      withdraw any and all property held hereunder upon giving Riggs written
      notice. The final withdrawal of all property held by Agent shall terminate
      this agreement. Riggs shall have the right to

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      terminate this agreement at any time upon giving the Principal written
      notice. Riggs shall deliver the property as soon as practicable upon
      either a withdrawal or termination, but prior to delivery may required
      re-registration of any property held in nominee form.

(9)   Authority of Principal. Principal certifies that it has corporate
      authority to enter into this agreement. A certified copy of a resolution
      authorizing the opening of the account and stating the names of the
      corporate officers duly authorized to act on behalf of Principal is
      attached hereto. Riggs is authorized to follow any and all instructions
      received by it from such person or persons until receipt by it of a
      certified copy of a new resolution conferring such authority upon another
      person or persons.

(10)  Law Governing. The laws of (check one) the District of Columbia ___ the
      State of Maryland ___ or the State of Virginia |X| shall govern the
      interpretation of this agreement.

(11)  General Information. The Corporation Tax Identification Number is
      54-188-9518.
      -----------

This agreement shall bind the respective successors and assigns of the Principal
and Agent.

Principal and Riggs have executed this agreement in duplicate on November 28,
                                                                 -----------
2001.

                                          PRINCIPAL:

                                          MCG Capital Corporation
                                          -----------------------

ATTEST:

        /s/ Dana Stern                By:      /s/ Samuel G. Rubenstein
---------------------------------        ---------------------------------------
         Secretary                           Name:  Samuel G. Rubenstein
                                             Title: General Counsel and
                                                    Executive Vice President


                                             AGENT:
                                             RIGGS BANK N.A.

ATTEST:

        /s/ Barbara J. Lobe           By:           [Illegible Signature]
---------------------------              --------------------------------------
        Trust Officer                        Sr. Vice President & Trust Officer

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                          CUSTODY ACCOUNT FEE SCHEDULE
                          ----------------------------

Compensation to Riggs Bank N.A. for administration, custody, collection,
recordkeeping and reporting of security portfolios for personal accounts,
institutional accounts, self-directed retirement plans and IRA's is payable in
accordance with the following schedule:

         Annual Fee on Market Value of Publicly Traded Financial Assets
         --------------------------------------------------------------

            One Quarter of One Percent (.25%) on the first $1,000,000

       Fifteen-One Hundredths of One Percent (.15%) of the next $4,000,000

                 One-Tenth of One Percent (.10%) over $5,000,000

                               Minimum Annual Fee
                               ------------------

The minimum annual fee shall not be less than $6,000 for accounts holding
individual securities.

                        Annual Account Administration Fee
                        ---------------------------------

                                $600 per account

This fee includes monthly or quarterly statements (as preferred by clients) and
a year-end tax advice letter. This account administration fee is in addition to
any annual minimum fee.

                                Activity Charges
                                ----------------

A fee of $20 per transaction applies to all custody accounts. A transaction is
defined as a purchase, sale or redemption of a security. All transactions in the
Riggs Money Market Funds are exempt from activity charges.

                                  Other charges
                                  -------------

This schedule of fees is for normal services required in the management of a
custody account. Conditions sometimes exist, however, which require more than
normal attention and service, such as the payment of bills and estimated
personal income taxes. When these conditions exist, appropriate additional
charges will be made in accordance with our Schedule of Supplemental Fees.

Effective 01-01-2001