Exhibit Page 128

# OPERATING
AND SERVICES AGREEMENT

---

THIS
OPERATING AND SERVICES AGREEMENT (hereinafter, together with any schedules,
appendices or exhibits hereto (collectively the Schedules), the
Agreement), made as of this 1st day of December 2000, by
and between Riggs Bank N.A., a national bank (Riggs), and RCP
Investments, L.P. (Management Company).

# RECITALS

|A. | Management  Company has entered into an Investment  and  Management  Agreement of even date  herewith  pursuant to
which Management Company has agreed to provide investment and management  services to Riggs Capital Partners,  LLC
(the "Fund");
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|B. | Riggs and Management Company wish to enter into arrangements for the provision
of certain services (including the provision by Riggs of certain employees and
other resources to enable Management Company to provide certain investment and
management services to the Fund), and for the payment of equitable compensation
for services provided;
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|C. | Riggs and Management  Company wish to  memorialize  the terms and  conditions of their  relationship,  and related
operating procedures, in a written agreement; and
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|ARTICLE I:  Services
|--------------------

1.01.
Description of Riggs  Services.  Riggs shall perform and make available  various  services for Management
Company ("Riggs Services"), as set forth in Schedule 1 attached.

1.02.
Description of Management  Company Services.  Management Company shall perform and make available various
services for Riggs ("Management Company Services"), as set forth in Schedule 2 attached.

|ARTICLE II:  Administration of Services
|---------------------------------------

2.01.
Pricing of Services. In consideration for providing Riggs
Services or Management Company Services (Services), Riggs and
Management Company agree to pay to the other the amounts set forth in
Schedule 1 for Riggs Services and the amounts set forth in Schedule
2 for Management Company Services.

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Prior
to the beginning of each calendar year, Riggs and Management Company will
determine the Services to be provided and paid for by each of the parties and
will revise Schedules 1 and 2 for the ensuing year. The Riggs Finance
Department will be responsible for preparing estimates of the annual charges for
these Services that are designed to compensate the provider on an arms
length basis. The charges for the Services will be prepared based upon the
budgeted costs associated with these Services. The estimates will be calculated
based upon the cost allocation methods adopted by Riggs for internal cost
transfers.

Additionally,
Services may be provided by either party from time to time that are not part of
the pre-determined, annual charges. Payments for these services will be
determined by the Riggs Finance Department based upon the hourly billing rate of
the service provider and charged to the recipient of the services on a monthly
basis.

2.02.
Monthly Estimated Payment. The estimated costs for the
Services rendered by each party shall be paid within five (5) business days
prior to the end of each calendar month (the Monthly Estimate),
based upon a bill for services received.

2.03.
Adjustments.In the event of a significant change in the
Services provided or the cost thereof during a calendar year, the Monthly
Estimate will be reassessed and appropriate revisions will be made to the
accruals for the balance of the year. It will be the shared responsibility of
Riggs and the Management Company to advise the Riggs Finance Department of any
changes in the composition or level of Services provided during the year.
Additionally, it will be the responsibility of the Riggs Finance Department to
determine any material changes in cost allocations related to the Services
provided by either party during the course of the year.

2.04.
Expenses.  All  out-of-pocket  expenses and  disbursements,  including  travel,  meals and  entertainment
charges  and  similar  expense  items,  incurred by a party in the  performance  of  Services  for the other party shall be
reimbursed and paid directly by that other party.

|ARTICLE III:  Records, Operations; Confidentiality
|--------------------------------------------------

3.01.
Books and Records. Each party shall allow the other party
to examine and make copies of such books, records, documents, information, and
data, relating to all Services. Each party shall safeguard and maintain such
books, records, documents, information and data with the same degree of care
with which it safeguards and maintains its own books, records, documents,
information and data.

3.02.
Confidentiality. Each party agrees to maintain the
confidentiality of all financial, business, client, trade or other proprietary
information (Information) provided to it by the other party. Each
party agrees that no Information obtained from the other party will be disclosed
to any other person without the prior written consent of that other party;
provided, however,that any such information may be disclosed, upon
reasonable prior notice to the other party, (i) pursuant to a final and
enforceable judicial or administrative subpoena or other compulsory legal
process, (ii) to any federal or state bank or securities regulatory authority
with jurisdiction over the party in question to the extent required by law, or
(iii) to a wholly-owned subsidiary of Riggs National Corporation to the extent
permitted by law.

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Exhibit Page 130

|ARTICLE IV: Miscellaneous
|-------------------------

4.01.
Schedules. The Schedules shall be deemed incorporated into
this Agreement and form a part thereof. The Schedules or any of them may be
modified, amended, or superseded by succeeding Schedules, and additional
Schedules may be added from time to time upon the mutual written consent of
Riggs and Management Company.

4.02.
Effective  Date.  This  Agreement  shall become  effective as of the date hereof.  This  Agreement  shall
remain in effect for a period of ten (10) years.

4.03.
Termination.  This  Agreement  may be  terminated  by either  party,  upon sixty (60) days' prior written
notice,  for any material  breach of this Agreement or in the event that Management  Company for any reason  terminates its
operations.

4.04.
Binding Agreement. This Agreement shall be binding upon the
parties hereto and their successors and assigns. Neither party hereto may
transfer or assign any of its rights or obligations hereunder without the
express written consent of the other party; provided, however,that
either party may assign its rights and obligations under this Agreement to a
wholly-owned subsidiary of Riggs National Corporation.

4.05.
Further  Assurances.  The parties  hereto agree to do all things and take all actions as may be necessary
or desirable to carry out the provisions of the Agreement.

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4.06.
Governing Law; Forum. This Agreement shall be governed by
and construed in accordance with the laws of the District of Columbia without
regard to its conflicts of law provisions. Each of the parties irrevocably and
unconditionally consents that any arbitration, suit, action or proceeding
relating to or arising out of this Agreement shall be exclusively brought in a
state or federal court sitting in the District of Columbia metropolitan area,
and each party hereby irrevocably waives, to the fullest extent permitted by
law, any objection that it may have, whether now or in the future, to the laying
of the venue in, or to the jurisdiction of, any and each of such courts for the
purpose of any such suit, action, proceeding or judgment and further waives any
claim that any such suit, action, proceeding or judgment has been brought in an
inconvenient forum, and each party hereby submits to such jurisdiction. RIGGS
AND MANAGEMENT COMPANY EXPRESSLY HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY IN
ANY ACTION, COUNTERCLAIM OR PROCEEDING BASED UPON, OR RELATED TO, DIRECTLY OR
INDIRECTLY, THE SUBJECT MATTER OF THIS AGREEMENT. THIS WAIVER APPLIES TO ALL
CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS AND PROCEEDINGS, INCLUDING PARTIES
WHO ARE NOT PARTIES TO THIS AGREEMENT.

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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered by their duly authorized representatives on the date first set
forth above.

|RIGGS BANK N.A.          | RCP INVESTMENTS, L.P.
|------------------------ | ---------------------
|By:/s/ Steven T. Tamburo | By:/s/ JCB Jr.       
|Title:CFO                | Title:General Partner

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Exhibit Page 133

# SCHEDULE 1:
Services Provided by Riggs

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1.
Services  Provided.  As of December 1, 2000 the  following  Services  are  anticipated  to be provided by Riggs to
Management Company.

|Item                          | Description                                                                                                                                                                                                       | Allocation Basis                                                                                                                            
|----------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------
|Salary Expense                | All compensation paid by Riggs on behalf of employees directly and exclusively supporting the provision of investment and management services by Management Company to the Fund ("Management Company Employees"). | Actual salary expense.                                                                                                                      
|Benefits                      | All benefits available to Management Company Employees (i.e. medical, dental, 401K, pension, etc.)                                                                                                                | Percentage of full-time salaries for all Management Company Employees.                                                                      
|Occupancy                     | Full service market rent (including utilities and operating costs) for square footage occupied by Management Company Employees.                                                                                   | Approximately 2,467 square feet on the 11th floor, 800 17thStreet.                                                                          
|Telephone Service & Equipment | Allocation of IBM servicing agreement for telephone line, equipment, voice mail and local service support for Management Company Employees.                                                                       | $ charge per FTE.                                                                                                                           
|Furniture & Equipment         | Depreciation expense for  furniture and equipment (including PCs) for Management Company Employees.                                                                                                               | Actual depreciation from fixed asset system. New acquisitions will be charged directly; depreciation allocation will be amended accordingly.
|PC/LAN Support                | Allocation of IBM servicing agreement for PC support, LAN network and infrastructure support.                                                                                                                     | $ charge per PC. Moves, adds and changes will be charged on a direct basis.                                                                 
|Data Network                  | Allocation of IBM servicing agreement for Internet, E-mail and WAN connectivity.                                                                                                                                  | $ charge per PC.                                                                                                                            

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|Legal               | Legal services provided by internal staff at the request of the Management Company.                            | Hourly rate x volume.                                                                                                
|------------------- | -------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------
|Finance             | General ledger, cost accounting, accounts payable, fixed asset accounting, and general administrative support. | $ charge based on the number of G/L accounts.                                                                        
|Payroll             | Monthly and year end payroll processing.                                                                       | $ charge per FTE.                                                                                                    
|Purchasing          | Purchase order processing and capital expenditure acquisition support.                                         | $ charge per RC.                                                                                                     
|Human Resources     | Compensation, benefit administration, employment, and training.                                                | $ charge per FTE.                                                                                                    
|Audit               | Annual audit.                                                                                                  | Hourly rate x volume.  Estimate:  175 hours per year 25 hrs @ Grade 56 150 hrs @ Grade 54                            
|Compliance          | Compliance advice, updates and monitoring.                                                                     | Hourly rate x volume. Estimate:  6 hours per year                                                                    
|Treasury Operations | Funding, safekeeping, tracking/monitoring of investments and GL processing.                                    | Transaction rate x number of transactions.                                                                           
|Analysis            | Analytical and advisory support for potential investments.                                                     | Hourly rate x volume.                                                                                                
|Corporate Aircraft  | Usage of corporate aircraft.                                                                                   | Per terms of existing aircraft Time Sharing Agreement, or barring such agreement, market rate for first class travel.

2.
Effective  Date and Term.  This Schedule 1 shall be effective  for the remainder of calendar year 2000  commencing
December 1, 2000 and for calendar year 2001.

3.
Amendments, Modifications, etc. This Schedule shall remain
in effect for the term indicated in Section 2 of this Schedule unless sooner
modified in writing by the parties hereto as provided in Section 4.01 of the
Agreement, in which case this Schedule shall cease to be effective as of the
date it is modified.

|RIGGS BANK N.A.       | RCP INVESTMENTS, L.P.
|--------------------- | ---------------------
|By:/s/ Steven Tamburo | By:/s/ JCB Jr.       
|Title:CFO             | Title:General Partner

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Exhibit Page 135

# SCHEDULE 2:
Services Provided by Management Company

1.
Services  Provided.  As of December 1, 2000, no Services are  anticipated to be provided by Management  Company to
Riggs for the balance of calendar year 2000 or for calendar year 2001.

NOTE:  The  provision of Services by Management  Company to Riggs will be evaluated and amended as necessary  subsequent to
the post-closing transition period.

2.
Effective  Date and Term.  This Schedule 2 shall be effective  for the remainder of calendar year 2000  commencing
December 1, 2000 and for calendar year 2001.

3.
Amendments, Modifications, etc. This Schedule shall remain in effect
for the term indicated in Section 2 of this Schedule unless sooner modified in
writing by the parties hereto as provided in Section 4.01 of the Agreement, in
which case this Schedule shall cease to be effective as of the date it is
modified.

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|RIGGS BANK N.A.       | RCP INVESTMENTS, L.P.
|--------------------- | ---------------------
|By:/s/ Steven Tamburo | By:/s/ JCB Jr.       
|Title:CFO             | Title:General Partner

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