INVESTMENT AND MANAGEMENT AGREEMENT
                    (Riggs Capital Partners, LLC - "Fund I")


                  THIS  INVESTMENT AND MANAGEMENT  AGREEMENT is made and entered
into effective as of the 1st day of December,  2000 by and between RIGGS CAPITAL
PARTNERS,  LLC  (the  "Fund")  a  Delaware  limited  liability  company  and RCP
INVESTMENTS,  L.P. (the "Management  Company"),  a Delaware limited partnership.
Capitalized  terms used herein and not otherwise  defined  herein shall have the
defined meaning given to such terms in the Operating Agreement of the Fund dated
November  30,  1999,  as such  agreement  may be amended  from time to time (the
"Operating Agreement").
                  In   consideration  of  the  mutual  promises  and  agreements
contained  in this  Agreement  and other good and  valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
hereby agree as follows:
                  1. The Management  Company will provide  investment  advice to
and manage all  affairs  and  activities  of the Fund,  subject to the  Managing
Member having final  authority to make all decisions  with respect to the Fund's
activities.  The Management  Company shall cause J. Carter Beese,  Jr. to be the
principal  provider of investment  advice to the Fund.  In performing  the above
management  services of the Fund,  the  Management  Company  shall,  among other
things,  advise  the  Fund  with  respect  to the  acquisition,  management  and
disposition of investments.  The Management Company shall, subject to the terms,
restrictions and limitations of the Operating  Agreement,  have the authority to
take all steps necessary or desirable to effectuate  such  decisions,  including
the  authority to enter into  contracts on behalf of the Fund relating to any of
its  activities  and to effect all  investment  transactions  of whatever  type,
including   without   limitation  the   acquisition,   possession,   management,
hypothecation and disposition of investments,  to determine all matters relating
to  the  manner,   method  and  timing  of  securities   and  other   investment
transactions,  to select brokers, dealers or banks with whom such securities and
other investment transactions shall be executed, to select and employ agents and
appraisers in connection with securities and other investment  transactions,  to
guarantee  loans made by others in connection  with investment made by the Fund,
and as to all other matters which are necessary or incidental to the foregoing.

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                  2.  All  ordinary  and  recurring  operating  expenses  of the
Management  Company  relating to the Fund,  including  the costs and expenses of
those services provided by Riggs Bank N.A. ("Riggs") and described on Schedule 1
to the  Operating  and  Services  Agreement  dated as of December 1, 2000 by and
between  Riggs  and the  Management  Company,  shall be borne by the  Management
Company. The Management Company shall bear all of the Fund's expenses, including
legal,  audit  and  other  professional  fees and  expenses  not  reimbursed  by
Portfolio Companies or prospective Portfolio Companies, premiums for contractual
indemnity insurance and any extraordinary  expenses such as litigation expenses,
as provided in the Operating and Services Agreement.
                  3. The Management  Company will prepare  recommendations as to
valuations  for  purposes of  determining  the fair  market  value of the Fund's
investments  as of the end of each  fiscal  year of the  Fund,  and at any  time
required under the Operating Agreement determined by the Managing Member.
                  4.       (a)      The Fund will make payment to the Management
Company of a management fee for its services  hereunder (the  "Management  Fee")
computed and payable in accordance with the terms of the Operating Agreement.

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                           (b)      In the event  that this  Agreement  is
terminated  other  than at the end of a fiscal year (or  commences  other than
at the  beginning of a fiscal  year),  an appropriate pro rata adjustment shall
be made to the Management Fee.
                  5. This  Agreement  shall become  effective on the date hereof
and shall continue in effect until the termination of the Fund and completion of
the  liquidation of the Fund and  distribution  of its assets in accordance with
the terms of the  Operating  Agreement.  In the event that,  for any reason,  J.
Carter  Beese,  Jr.  ceases to provide the services  specified in Section 1, the
Fund may terminate the services of the  Management  Company under this Agreement
and the Operating Agreement.
                  6.  The  Management   Company  will  conduct  itself  and  its
activities with the care, skill,  prudence and diligence under the circumstances
then prevailing that a prudent manager would use in the conduct of an enterprise
of like character and with like aims.
                  7.  The  Management  Company  and  its  officers,   directors,
partners and  employees,  and all officers and employees of Riggs Bank,  N.A. or
Riggs  National  Corporation  who provide  services to or for the benefit of the
Management  Company or the Fund, and the heirs,  executors and administrators of
each such person (the "Indemnified Persons") shall be indemnified to the fullest
extent  permitted  by law by the Fund  against  all costs,  reasonable  expenses
(including  attorneys  fees),  judgments,  fines,  settlements  and/or liability
incurred  by or  imposed  upon any  Indemnified  Person  in  connection  with or
resulting  from  investigating,  preparing  or  defending  any  action,  suit or
proceeding whether civil, criminal, administrative,  legislative or other or any
appeal  thereof (any such action,  suit or  proceeding  or appeal  thereof being
hereinafter  referred to as a "Claim")  which such person may be made a party to

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or otherwise  involved in or with which such person shall be threatened which is
brought or threatened either by or in the right of the Fund, any person,  entity
or governmental  authority by reason of or in connection  with such  Indemnified
Person  being or having  been such  Management  Company  or  officer,  director,
partner or  employee  thereof or a director,  officer,  partner or employee of a
Portfolio  Company  in which the Fund has  invested  or with  which the Fund had
dealings  or by reason of any action or alleged  action or  omission  or alleged
omission by any Indemnified  Person in any capacity  described above, so long as
the  Indemnified  Person did not act  fraudulently,  in bad faith,  with willful
misconduct or in a grossly negligent manner,  did not breach this Agreement and,
with  respect to any  criminal  action or  proceeding  (which in no event  shall
include any crime that (i)  constitutes  a felony under  applicable  law or (ii)
involves  serious  misconduct  that the party  involved,  with the  exercise  of
ordinary  care,  should have known was  unlawful),  had no  reasonable  cause to
believe that his conduct was unlawful.  The right of indemnification  granted by
this  Paragraph 7 shall be in addition to any rights to which the person seeking
indemnification  may  otherwise  be  entitled,  whether  by  law,  agreement  or
otherwise.  The Fund shall pay the expenses  incurred by any Indemnified  Person
hereunder  in  investigating,  preparing  or defending a Claim in advance of the
final  disposition  of  such  Claim,  upon  receipt  of an  undertaking  by such
Indemnified  Person to repay such payment if there shall be an  adjudication  or
determination  that such person is not entitled to  indemnification  as provided
herein.
                  8. All notices  relating to this Agreement shall be in writing
and shall be deemed to have been given (i) when received by the party to whom it
is addressed if delivered by hand, by overnight delivery service or by facsimile
transmission,  receipt of which is confirmed by telephone or (ii) three (3) days
after the date of postmark  if sent by  registered  or  certified  mail,  return
receipt requested, delivered, faxed or mailed (as the case may be) to a party as
indicated below, or to such changed address or fax number as the other party may
have fixed by notice:

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                  To the Management Company:

                  RCP Investments, L.P.
                  800 17th Street, N.W.
                  Washington, D.C.  20006-3944
                  Facsimile:  (202) 835-5506
                  Attn:  J. Carter Beese, Jr., General Partner

                  To the Fund:

                  Riggs Capital Partners, LLC
                  800 17th Street, N.W.
                  Washington, D.C.  20006-3944
                  Facsimile:  (202) 835-5506
                  Attn:  CFO -- Riggs National Corporation

provided, however, that any notice of change of address or fax number shall be
effective only upon receipt.
                  9.       This  Agreement  shall be binding  upon and inure to
the benefit of the  parties  hereto and their respective  successors.  This
Agreement and the rights and obligations hereunder  shall not be assignable or
delegable and any attempted  assignment or delegation  thereof shall be void,
except that the Management Company may assign its rights and obligations
hereunder to any entity that controls, is controlledby or is under common
control with the Management  Company;  provided,  however, that such  entity
shall  assume the rights and  obligations  of the  Management Company hereunder
and such entity remains  controlled by or under common control with the
Management Company.
                  10.  Failure on the part of either party to insist upon strict
compliance by the other with any of the terms,  covenants or  conditions  hereof
shall not be deemed a waiver of such term, covenant or condition.

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                  11.  The  invalidity  or  unenforceability  of  any  provision
hereof,  or of the  application  of any provision  hereof to any  circumstances,
shall in no way affect the validity or enforceability of any other provision, or
the application of such provision to any other circumstances.
                  12.      This  instrument  contains  the entire  agreement
between the  parties  relating to the subject matter hereof.  It cannot be
changed or terminated orally.
                  13. This Agreement  shall be construed in accordance  with and
governed by the internal laws of the State of Maryland  without giving effect to
principles of conflicts of laws.
                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement by their representatives  thereunto duly authorized,  effective on the
date 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
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