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Exhibit 10.5

THIRD AMENDMENT TO
THE OPERATING AGREEMENT OF
RIGGS CAPITAL PARTNERS, LLC

a Delaware Limited Liability Company

THIS THIRD AMENDMENT is entered into as of January 1, 2002 (the Third
Amendment), by and between RIGGS NATIONAL CORPORATION (the Managing Member
and a Member) and RCP INVESTMENTS, L.P. (a Member) amending the Operating
Agreement of RIGGS CAPITAL PARTNERS, LLC, a Delaware limited liability company
(the Company), dated as of the 30th day of November, 1999 (the Original
Agreement), as amended by that First Amendment dated as of December 1, 2000 to
the Original Agreement (the First Amendment), and as further amended by that
Second Amendment dated as of March 31, 2001 (the Second Amendment). The
Original Agreement, the First Amendment and the Second Amendment are
collectively referred to herein as the Operating Agreement.

WITNESSTH

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

WHEREAS, the First Amendment modifies Section 1.24 of the Original
Agreement to designate the Investment Advisor to be RCP Investments, L.P., or
such other person as may hereafter be designated as investment advisor to the
Company;

WHEREAS, the Members wish to further 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 the Investment Advisor; and

WHEREAS, the Members wish to amend the Original Agreement to further
revise Schedule A to state that the Maximum Additional Capital Contribution of
Riggs Capital Partners, LLC, when combined with the Maximum Additional Capital
Contribution of Riggs Capital Partners II, LLC as reflected in the Amended
Schedule A of the First Amendment To The Operating Agreement Of Riggs Capital
Partners II, LLC dated January 1, 2002, shall be combined not exceed a total of
$35,787,748; and

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

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Accounts of all Members of Riggs Capital Partners II, LLC equal zero and the
Unpaid Priority Returns of all Members of Riggs Capital Partners II, 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 2 of the First Amendment, which amends Section 1.24 of the
Original Agreement, is hereby superceded and replaced in its entirety with the
following amendment to Section 1.24 of the Original Agreement:



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

2.     Amended Schedule A to the Second Amendment to Operating Agreement of Riggs
Capital Partners, LLC 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 II, LLC (RCP II)
equal zero; and
| | --- |  | ---------------------------------------------------------------------------------------------------
|
| | (b) |  | The Unpaid Priority Returns of
all Members of RCP II 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, 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 II
plus the Unpaid Priority Return of all Members of RCP
II, then the Managing Member shall
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

4.     Except as specifically provided herein, the Original Agreement and the
First and Second Amendments shall remain in full force and effect. This Third
Amendment may be executed in any number of counterparts, all of which shall
constitute a single instrument. This Third 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:
RIGGS NATIONAL CORPORATION                 |  | Member:
RCP INVESTMENTS, L.P.
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            |  |                               |  |                                                                    
|                                                           
|                                                           
|                                                           
|                                                           
|By: /s/ Timothy C. Coughlin

Timothy C. Coughlin, President |  | By:                           |  | /s/ J. Carter Beese, Jr.

J. Carter Beese, Jr., its General
Partner

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AMENDMENT TO SCHEDULE A

MEMBERS OF RIGGS CAPITAL PARTNERS, LLC

Members:

|                           |  |                       |  |          |  |         
|-------------------------- |  | --------------------- |  | -------- |  | --------
|                           |  | Maximum Additional    |  | Capital  |  | Profit  
|Members' Names and Address |  | Capital Contribution1 |  | Interest |  | Interest
|                           |  |                       |  |          |  |         
|Riggs National Corporation |  |                       |  |          |  |         
|                          
|                          
|                          
|                          
|800 17th Street, N.W.      |  |                       |  |          |  |         
|                          
|                          
|                          
|                          
|Washington, D.C. 20006     |  | $14,255,612           |  | 99%      |  | 79.2%   
|                          
|                          
|                          
|                          
|                           |  |                       |  |          |  |         
|                          
|                          
|                          
|                          
|RCP Investments L.P.       |  |                       |  |          |  |         
|                          
|                          
|                          
|                          
|800 17th Street, N.W.      |  |                       |  |          |  |         
|                          
|                          
|                          
|                          
|Washington, D.C. 20006     |  |                       |  |          |  |         
|                          
|                          
|                          
|                          
|Attn: J. Carter Beese, Jr. |  | $143,501              |  | 1%       |  | 20.8%   



---

| |  | 1 However, Maximum Additional Capital Contribution of Riggs Capital Partners,
LLC, when combined with the Maximum Additional Capital Contribution of Riggs
Capital Partners II, LLC as amended in the First Amendment To The Operating
Agreement Of Riggs Capital Partners II, 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, LLC

Concurrently with the execution of the Third Amendment to the Operating
Agreement of Riggs Capital Partners, 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 I, being Riggs National Corporation and
Investments I (the Members), 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 (with the First, Second and Third Amendments to the
Operating Agreement being collectively referred to as the Operating Agreement
Amendments), which designated RCP Ventures Management Inc.as the Investment
Advisor (as that term is defined in such agreement) to Fund I;

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 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
Investment 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).

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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 as amended in the Operating agreement Amendments dated as of
December 1, 2000) and shall for such purposes be deemed a party to the
Operating Agreement and the Operating Agreement Amendments.

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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