##### 



Exhibit 10.3 FIFTH AMENDMENT TO
THE OPERATING AGREEMENT OF
RIGGS CAPITAL PARTNERS, LLC a Delaware Limited Liability Company THIS FIFTH AMENDMENT is entered into as of January 1, 2004 (the Fifth
Amendment), by and between RIGGS NATIONAL CORPORATION (the Managing Member
and a Member), RCP INVESTMENTS, L.P. (a Member) and RCP VENTURES MANAGEMENT
INC. (Investment Advisor) 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 amended by that Second Amendment dated as of March
31, 2001 (the Second Amendment), as further amended by that Third Amendment
dated as of November 1, 2002, as further amended by that Fourth Amendment dated
as of January 1, 2003 and as joined by RCP Ventures Management Inc. by Joinder
to the Operating Agreement of Riggs Capital Partners II, LLC. The Original
Agreement, the First Amendment, the Second Amendment, the Third Amendment, the
Fourth Amendment and Joinder 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 Members and RCP Ventures Management Inc. 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 $385,000 for the calendar year of
2004, or 0.385% of $100,000,000, and will be equal to $250,000 for the calendar
year 2005, or 0.25% of $100,000,000; NOW, THEREFORE, in consideration of the premises and mutual promises
hereinafter set forth, the parties hereto de hereby amend the Original
Agreement as follows:  1.
    
    Section 5.9 of the Original Agreement is hereby amended such
that the Investment Advisor shall hereafter be entitled to a
management fee equal to 0.385% of $100,000,000 or Three Hundred
Eighty Five Thousand Dollars ($385,000) per annum for the calendar
year 2004 and 0.25% of $100,000,000 or Two Hundred Fifty Thousand
Dollars ($250,000) per annum for the calendar year 2005.2.
    
    Except as specifically provided herein, the Original
Agreement and the First, Second, Third and Fourth Amendments shall
remain in full force and effect. This Fifth Amendment may be
executed in any number of counterparts, all of which shall
constitute a single instrument. This Fourth Amendment shall be
binding upon and inure to the benefit of the parties hereto and
their respective heirs, successors and assigns. 1 of 2




---



##### 



FIFTH AMENDMENT TO
THE OPERATING AGREEMENT OF
RIGGS CAPITAL PARTNERS, LLC 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, L.P.By:/s/ Timothy C. Coughlin
       Timothy C. Coughlin, President
    
    By: /s/ J. Carter Beese, Jr.
       J. Carter Beese, Jr., its General PartnerInvestment Advisor:RCP VENTURES MANAGEMENT INC.By: /s/ J. Carter Beese, Jr.
       J. Carter Beese, Jr., Chairman and CEO
 2 of 2