##### 



Exhibit 10.2

FIRST AMENDMENT TO
THE INVESTMENT AND MANAGEMENT AGREEMENT
OF RIGGS CAPITAL PARTNERS, LLC

THIS FIRST AMENDMENT is entered into as of January 1, 2002 (the First
Amendment), by and between RIGGS CAPITAL PARTNERS, LLC and RCP INVESTMENTS,
L.P. amending the Investment and Management Agreement of RIGGS CAPITAL
PARTNERS, LLC, a Delaware limited liability company (the Company), dated as
of the 1st day of December, 2000 (the Original Agreement). Riggs Capital
Partners, LLC and RCP Investment, L.P. are hereinafter known as the parties
to this First Amendment.

WITNESSTH

WHEREAS, the parties wish to amend the Original Agreement to designate RCP
Ventures Management Inc., a Delaware corporation, as the Management Company (as
that term is defined in the Original Agreement); and

WHEREAS, RCP Ventures Management Inc.and the parties 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 Original Agreement
pertaining to the Management Company.

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.     In the first sentence of the first paragraph of the Original Agreement,
the phrase RCP INVESTMENTS, L.P. is hereby replaced with the phrase RCP
Ventures Management Inc. with the result being that in the Original Agreement,
as amended by this First Amendment, the Management Company means RCP
Ventures Management Inc.

2.     Section 8 of the Original Agreement is hereby amended by replacing RCP
Investments, L.P. as the entity to receive notification under the Original
Agreement with RCP Ventures Management Inc.

3.     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.

(Signatures on next page.)

1



---



##### 



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

| |  |                             |  |                                                                            
| |  | --------------------------- |  | ---------------------------------------------------------------------------
| |  | RIGGS CAPITAL PARTNERS, LLC
|
|
|
|
| |  |                             |  |                                                                            
|
|
|
|
| |  | BY:                         |  | Riggs National Corporation
Managing Member                                 
|
|
|
|
| |  |                             |  |                                                                            
|
|
|
|
| |  | BY:                         |  | /s/ Timothy C. Coughlin

Name: Timothy C. Coughlin
Title: President        
|
|
|
|
| |  |                             |  |                                                                            
|
|
|
|
| |  | RCP INVESTMENTS, L.P.      
|
|
|
|
| |  |                             |  |                                                                            
|
|
|
|
| |  | BY:                         |  | /s/ J. Carter Beese, Jr.

Name: J. Carter Beese, Jr.
Title: General Partner

2



---



##### 



JOINDER TO
THE INVESTMENT AND MANAGEMENT AGREEMENT OF
RIGGS CAPITAL PARTNERS, LLC

Concurrently with the execution of the First Amendment to the Investment
and Management Agreement of Riggs Capital Partners, LLC (the IM 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
of Riggs Capital Partners, LLC dated as of November 30, 1999 (the Operating
Agreement), the First Amendment thereto dated December 1, 2000 and the Second
Amendment thereto dated March 31, 2001, have concurrently herewith 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 and, concurrently therewith, RCP Ventures Management Inc.has executed a
Joinder to the Operating Agreement;

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

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) and, concurrently
therewith, RCP Ventures Management Inc. has executed a Joinder to the Operating
and Services Agreement and the First Amendment thereto.

3



---



##### 



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 IM
Agreement) and shall for such purposes be deemed a party to the IM Agreement.

Dated: January 1, 2002

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

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

4