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Exhibit 10.4

SECOND AMENDMENT TO THE
OPERATING AND SERVICES AGREEMENT

THIS SECOND AMENDMENT (Second Amendment) to the OPERATING AND SERVICES
AGREEMENT (the Original Agreement), is made as of this 1st day of January
2002, by and between Riggs Bank N.A. (Riggs), and RCP Investments, L.P.
(Investment Company I) and RCP Investments II, LLC (Investment Company II).
Riggs, Investment Company I and Investment Company II are herein collectively
referred to as the parties.

RECITALS



|A. |  | The parties entered into the First Amendment (the First Amendment) to
the Original Agreement as of December 1, 2000.                                                                                                                                                                                                                                                                                          
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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|B. |  | The Parties wish to further amend the Original Agreement to replace
Investment Company I and Investment Company II as the management companies
for Riggs Capital Partners, LLC (Fund I) and Riggs Capital Partners II,
LLC (Fund II) with a new management company named RCP Ventures
Management Inc., which will provide the services presently provided by
Investment Company I and Investment Company II.
|  
|C. |  | RCP Ventures Management Inc.has 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 Original Agreement and the First
Amendment thereto.                                                                                                                                                                      

NOW, THEREFORE, Riggs, Investment Company I and Investment Company II, in
consideration of the foregoing and the covenants and agreements hereinafter set
forth, do hereby agree as follows:



|1. |  | The definition of Management Company in the preamble to the Original
Agreement is hereby revised by removing RCP Investments, L.P. and RCP
Investments II, LLC and inserting in their place RCP Ventures Management
Inc.                                                                                                                                                                      
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | . Except as specifically provided herein, the Original Agreement and the
First Amendment shall remain in full force and effect. This Second
Amendment may be executed in any number of counterparts, all of which
shall constitute a single instrument. This Second Amendment shall be
binding upon and inure to the benefit of the parties hereto and their
respective heirs, successors and assigns.

(Signatures are on next page.)



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|                                                              |  |                         |  |                                                               
|------------------------------------------------------------- |  | ----------------------- |  | --------------------------------------------------------------
|RIGGS BANK N.A.                                               |  | RCP INVESTMENTS, L.P.  
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|By: /s/ Steven Tamburo
Steven Tamburo
Chief Financial Officer |  | By:                     |  | /s/ J. Carter Beese, Jr.

J. Carter Beese, Jr.
General Partner
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|                                                              |  | RCP INVESTMENTS II, LLC
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|                                                              |  | By:                     |  | /s/ J. Carter Beese, Jr.                                      
|                                                              |  |                         |  |                                                               
|                                                              |  |                         |  | J. Carter Beese, Jr.,
Managing Director                       

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

Concurrently with the execution of the Second Amendment to the Operating
and Services Agreement (the Services Agreement) of Riggs Capital Partners,
LLC and Riggs Capital Partners II, LLC, 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 I, being Riggs National Corporation and
Investments I, who are the parties to the Operating Agreement dated as of
November 30, 1999, the First Amendment thereto dated December 1, 2000 and the
Second Amendment thereto dated March 31, 2001, have concurrently with the
execution of this Joinder, executed the Third Amendment to the Operating
Agreement, which designated RCP Ventures Management Inc.as the Investment
Advisor (as that term is defined in such agreement) to Fund I;

WHEREAS, the members of Fund II, being Riggs National Corporation and
Investments II, 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, which designated RCP Ventures
Management Inc.as the Investment Advisor (as that term is defined in such
agreement) to Fund II;

WHEREAS, Fund I and Investments I, 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 I and concurrently herewith RCP Ventures Inc.executed
a Joinder to such Investment and Management Agreement;

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

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concurrently herewith RCP Ventures Management
Inc.executed a Joinder to such 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 Management Company (as that term is defined in the Operating
and Services Agreement and the amendments thereto) and shall for such purposes
be deemed a party to the Operating and Services Agreement and the amendments
thereto.

Dated: January 1, 2002

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| |  | ---------------------------- |  | ---------------------------------------------------------------------------------
| |  | RCP Ventures Management Inc.
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| |  | By:                          |  | /s/ J. Carter Beese, Jr.

J. Carter Beese, Jr.
Chairman & Chief Executive Officer

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