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Exhibit 10.6

FIRST AMENDMENT TO
THE OPERATING AGREEMENT OF
RIGGS CAPITAL PARTNERS II, LLC

a Delaware Limited Liability Company

THIS FIRST AMENDMENT is entered into as of January 1, 2002 (the First
Amendment), by and between RIGGS NATIONAL CORPORATION (the Managing Member
and a Member) and RCP INVESTMENTS II, LLC (a Member) amending the Operating
Agreement of RIGGS CAPITAL PARTNERS II, LLC, a Delaware limited liability
company (the Company), dated as of the 1st day of October, 2000 (the
Original Agreement or the Operating Agreement).

WITNESSTH

WHEREAS, the sole Members of the Company are Riggs National Corporation
and RCP Investments II, L.L.C.;

WHEREAS, the Members wish to amend the Original Agreement to designate RCP
Ventures Management Inc., a Delaware corporation, as the Investment Advisor to
the Company;

WHEREAS, RCP Ventures Management Inc.and the Members have executed an
Agreement of Joinder of even date herewith whereby RCP Ventures Management Inc.
has acknowledged and agreed to be bound by the terms of the Operating Agreement
pertaining to Investment Advisors and;

WHEREAS, the Members wish to amend the Original Agreement to revise
Schedule A to correctly mirror the terms of Schedule A in Riggs Capital
Partners, LLC (the first fund);

WHEREAS, the Members wish to amend Section 5.9 of the Original Agreement
to state that the compensation to be paid to the Investment Advisor will be
equal to $600,000 per year or 2% of $30,000,000;

WHEREAS, the Members wish to amend the Original Agreement to further
revise Schedule A to state that the Maximum Additional Capital Contribution as
specified therein shall not exceed $26,388,635; notwithstanding that said
Maximum Additional Capital Contribution of Riggs Capital Partners II, LLC, when
combined with the Maximum Additional Capital Contribution of Riggs Capital
Partners, LLC (as reflected in the Amended Schedule A of the Third Amendment to
Operating Agreement of Riggs Capital Partners, LLC dated January 1, 2002),
shall be combined not exceed a total of $35,787,748;

WHEREAS, the Members wish to amend the Original Agreement to ensure that
that the Special Member shall not receive distribution until such time as the
Investment Accounts

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of all Members of Riggs Capital Partners, LLC equal zero and the Unpaid
Priority Returns of all Members of RCP Capital Partners, LLC also equal zero.

NOW, THEREFORE, in consideration of the premises and mutual promises
hereinafter set forth, the parties hereto do hereby amend the Original
Agreement as follows:



|1. |  | Section 1.24 of the Original Agreement, is hereby superceded and replaced
in its entirety with the following:
|-- |  | -------------------------------------------------------------------------------------------------------------



| |                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------
| | Investment
Advisor shall mean RCP Ventures Management Inc., or
such other person as may hereafter be designated as investment advisor
to the Company.



|2. |  | Schedule A to the Original Agreement is hereby superceded and replaced in
its entirety with Schedule A attached hereto.
|-- |  | -----------------------------------------------------------------------------------------------------------------------
|  
|3. |  | The following is appended to Section 6.1 of the Original Agreement:                                                    



| |                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------
| | (iv) However, no amounts stipulated by the terms of Section 6.1
         will be distributed to the Special Member until such time as:



| | (a) |  | The Investment Accounts of all
Members of Riggs Capital Partners, LLC (RCP I) equal
zero; and
| | --- |  | -----------------------------------------------------------------------------------------------
|
| | (b) |  | The Unpaid Priority Returns of all
Members of RCP I also equal zero.                           



| |  | Until such time as both conditions in Sections 6.1.(iv)(a) and
6.1.(iv)(b) are satisfied, any distributions otherwise due to the
Special Member shall be held in escrow (Special Member Escrow) by
the Company. Upon satisfaction in full of the conditions of
6.1.(iv)(a) and 6.1.(iv)(b), then the Special Member Escrow shall
immediately be released to the Special Member.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | If, upon the winding up, dissolution, or liquidation of Riggs
Capital Partners II, LLC, the conditions of Sections 6.1.(iv)(a)
and 6.1.(iv)(b) have not been met, and an amount remains in the
Special Member Escrow, then the following conditions shall apply:                                                                                                                 



| | (c) |  | If the total amount held in the
Special Member Escrow is less than or equal to the sum
of the Investment Accounts of all Members of RCP I plus
the Unpaid Priority Return of all Members of RCP I,
then the Managing Member shall immediately distribute
all Special Member Escrow funds to the Members of RCP I
in proportion to these Members current Capital
Accounts.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (d) |  | If the total amount held in the
Special Member Escrow is greater than the sum of the
Investment Accounts of all Members of RCP I plus the
Unpaid Priority Return of all Members of RCP I, then
the                                                                                                                                                                       

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| |  |  | Managing Member shall immediately distribute Special
Member Escrow funds to the Members of RCP I in amount
equal to the sum of the Investment Accounts of all
Members of RCP I plus the Unpaid Priority Return of all
Members of RCP I. This amount will be distributed in
proportion to the Members of RCP Is current Capital
Accounts.
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Any remaining funds in the Special Member Escrow will
then be distributed immediately to the Special Member.                                                                                                                                                                                                                             



|4. |  | Section 5.9 of the Original Agreement is hereby amended such that the
Investment Adviser shall hereafter be entitled to a management fee equal
to Two Percent (2%) of $30,000,000 or Six Hundred Thousand Dollars
($600,000) per annum.                                                                                                                                   
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|5. |  | Except as specifically provided herein, the Original Agreement shall
remain in full force and effect. This First Amendment may be executed in
any number of counterparts, all of which shall constitute a single
instrument. This First Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, successors and
assigns.

IN WITNESS WHEREOF, the undersigned have set their hands as of the day and
year first above written.

|                           |  |                        
|-------------------------- |  | -----------------------
|Managing Member:           |  | Member:                
|                          
|                          
|                          
|                          
|RIGGS NATIONAL CORPORATION |  | RCP INVESTMENTS II, LLC

|    |  |                                |  |     |  |                                          
|--- |  | ------------------------------ |  | --- |  | -----------------------------------------
|By: |  | /s/ Timothy C. Coughlin        |  | By: |  | /s/ J. Carter Beese, Jr.                 
|    |  |                                |  |     |  |                                          
|    |  | Timothy C. Coughlin, President |  |     |  | J. Carter Beese, Jr., its General
Partner

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AMENDED SCHEDULE A

MEMBERS OF RIGGS CAPITAL PARTNERS, LLC

Members

|                                                                                          |  |                 |     |                    |  |                  |            |          |  |         |    |   |  |  |      |  
|----------------------------------------------------------------------------------------- |  | --------------- | --- | ------------------ |  | ---------------- | ---------- | -------- |  | ------- | -- | - |  |  | ---- | -
|                                                                                          |  |                 |     |                    |  | Maximum          |            |          |  |         |    |   |  | 
|Members' Names                                                                            |  | Initial Capital |     | Additional Capital |  |                  |            |          |  | Profits
|And Addresses                                                                             |  | Contribution    |     | Contribution1      |  | Capital Interest |            | Interest
|                                                                                          |  |                 |     |                    |  |                  |            |         
|Riggs National Corporation
800 17th Street, N.W
Washington, D.C. 20006                    |  | $               | 500 |                    |  | $                | 26,125,239 |          |  |         | 99 | % |  |  | 79.2 | %
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|RCP Investments II, LLC
800 17th Street, N.W
Washington, D.C. 20006
Attn: J. Carter Beese |  | $               | 500 |                    |  | $                | 263,396    |          |  |         | 1  | % |  |  | 20.8 | %



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|1 |  | However, Maximum Additional Capital Contribution of Riggs Capital Partners
II, LLC, when combined with the Maximum Additional Capital Contribution of
Riggs Capital Partners, LLC (as reflected in the Amended Schedule A of the
Third Amendment to Operating Agreement of Riggs Capital Partners, LLC dated
January 1, 2002), shall combined not exceed a total of $35,787,748.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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JOINDER TO
THE OPERATING AGREEMENT OF
RIGGS CAPITAL PARTNERS II, LLC

Concurrently with the execution of the First Amendment to the Operating
Agreement of Riggs Capital Partners II, LLC (the Operating Agreement), RCP
Ventures Management Inc.has executed this Joinder thereto.

WITNESSTH

WHEREAS, RCP Ventures Management Inc.was formed to provide certain
investment and management services to Riggs Capital Partners, LLC (Fund I)
and Riggs Capital Partners II, LLC (Fund II) in exchange for equitable
compensation;

WHEREAS, the above mentioned investment and management services have been
provided prior to the execution of this Joinder to Fund I by RCP Investments,
LLC (Investments I) and Fund II by RCP Investments II, LLC (Investments
II);

WHEREAS, the members of Fund II, being Riggs National Corporation and
Investments II (the Members), who are the parties to the Operating Agreement
dated as of October 1, 2000, have concurrently with the execution of this
Joinder, executed the First Amendment to the Operating Agreement (the First
Amendment), which designated RCP Ventures Management Inc.as the Investment
Advisor (as that term is defined in such agreement) to Fund II;

WHEREAS, Fund II and Investments II, who are the parties to the Investment
and Management Agreement dated as of December 1, 2000, have concurrently
herewith executed the First Amendment to such agreement which designated RCP
Ventures Management Inc.as the Management Company (as that term is defined in
such agreement) for Fund II, and concurrently herewith, RCP Ventures Management
Inc.executed a Joinder to the Investment and Management Agreement; and

WHEREAS, Riggs Bank N.A. and Investments I, who are parties to the
Operating and Services Agreement dated as of December 1, 2000, and along with
Investments II are parties to the First Amendment thereto dated as of December
1, 2000, have all concurrently herewith executed the Second Amendment to such
agreement which designated RCP Ventures Management Inc.as the Management
Company (as that term is defined in such agreement).

NOW THEREFORE, in consideration of the actions taken that are listed above
and the premises hereinafter set forth:

The undersigned, RCP Ventures Management Inc.,hereby executes this
Joinder and in so doing agrees to be bound by the terms and conditions
applicable to the Investment Advisor (as that term is defined in the Operating
Agreement) and shall for such purposes be deemed a party to the Operating
Agreement and the First Amendment thereto.

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Dated: January 1, 2002

| |  |                              |  |                                                        
| |  | ---------------------------- |  | -------------------------------------------------------
| |  | RCP Ventures Management Inc.
|
|
|
|
| |  | By:                          |  | /s/ J. Carter Beese, Jr.                               
| |  |                              |  |                                                        
| |  |                              |  | J. Carter Beese, Jr.
Chairman & Chief Executive Officer

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