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INVESTMENTAND MANAGEMENT AGREEMENT

(RiggsCapital Partners II, LLC - “Fund II”)

        THISINVESTMENT AND MANAGEMENT AGREEMENT is made and entered into effective as of the1st day of December, 2000 by and between RIGGS CAPITAL PARTNERS, LLC (the“Fund”) a Delaware limited liability company and RCP INVESTMENTS II,LLC (the “Management Company”), a Delaware limited partnership.Capitalized terms used herein and not otherwise defined herein shall have thedefined meaning given to such terms in the Operating Agreement of the Fund datedas of October 1, 2000, as such Agreement may be amended from time to time (the“Operating Agreement”). 

        Inconsideration of the mutual promises and agreements contained in this Agreementand other good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, the parties hereto hereby agree as follows: 

        1.The Management Company will provide investment advice to and manage all affairsand activities of the Fund, subject to the Managing Member having finalauthority to make all decisions with respect to the Fund’s activities. TheManagement Company shall cause J. Carter Beese, Jr. to be the principal providerof investment advice to the Fund. In performing the above management services ofthe Fund, the Management Company shall, among other things, advise the Fund withrespect to the acquisition, management and disposition of investments. TheManagement Company shall, subject to the terms, restrictions and limitations ofthe Operating Agreement, have the authority to take all steps necessary ordesirable to effectuate such decisions, including the authority to enter intocontracts on behalf of the Fund relating to any of its activities and to effectall investment transactions of whatever type, including without limitation theacquisition, possession, management, hypothecation and disposition ofinvestments, to determine all matters relating to the manner, method and timingof securities and other investment transactions, to select brokers, dealers orbanks with whom such securities and other investment transactions shall beexecuted, to select and employ agents and appraisers in connection withsecurities and other investment transactions, to guarantee loans made by othersin connection with investment made by the Fund, and as to all other matterswhich are necessary or incidental to the foregoing. 

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        2.All ordinary and recurring operating expenses of the Management Company relatingto the Fund, including the costs and expenses of those services provided byRiggs Bank N.A. (“Riggs”) and described on Schedule 1 to the Operatingand Services Agreement dated as of December 1, 2000 by and between Riggs and theManagement Company, shall be borne by the Management Company. The ManagementCompany shall bear all of the Fund’s expenses, including legal, audit andother professional fees and expenses not reimbursed by Portfolio Companies orprospective Portfolio Companies, premiums for contractual indemnity insuranceand any extraordinary expenses such as litigation expenses, as provided in theOperating and Services Agreement. 

        3.The Management Company will prepare recommendations as to valuations forpurposes of determining the fair market value of the Fund’s investments asof the end of each fiscal year of the Fund, and at any time required under theOperating Agreement or as determined by the Managing Member. 

        4.       (a)      The Fund  will  make  payment  to the  Management  Company  of a  management  fee for its  serviceshereunder (the "Management Fee") computed and payable in accordance with the terms of the Operating Agreement.

            (b)      In the  event  that  this  Agreement  is  terminated  other  than at the end of a  fiscal  year (orcommences other than at the beginning of a fiscal year), an appropriate pro rata adjustment shall be made to the Management Fee.

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        5.       This Agreement shall become  effective on the date hereof and shall continue in effect until the terminationof the Fund and  completion  of the  liquidation  of the Fund and  distribution  of its  assets  in  accordance  with the  terms of theOperating  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 aprudent manager would use in the conduct of an enterprise of like character andwith like aims. 

        7.The Management Company and its officers, directors, partners and employees, andall officers and employees of Riggs Bank, N.A. or Riggs National Corporation whoprovide 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 extentpermitted by law by the Fund against all costs, reasonable expenses (includingattorneys’ fees), judgments, fines, settlements and/or liability incurredby or imposed upon any Indemnified Person in connection with or resulting frominvestigating, preparing or defending any action, suit or proceeding whethercivil, criminal, administrative, legislative or other or any appeal thereof (anysuch action, suit or proceeding or appeal thereof being hereinafter referred toas a “Claim”) which such person may be made a party to or otherwiseinvolved in or with which such person shall be threatened which is brought orthreatened either by or in the right of the Fund, any person, entity orgovernmental authority by reason of or in connection with such IndemnifiedPerson being or having been such Management Company or officer, director,partner or employee thereof or a director, officer, partner or employee of aPortfolio Company in which the Fund has invested or with which the Fund haddealings or by reason of any action or alleged action or omission or allegedomission by any Indemnified Person in any capacity described above, so long asthe Indemnified Person did not act fraudulently, in bad faith, with willfulmisconduct or in a grossly negligent manner, did not breach this Agreement and,with respect to any criminal action or proceeding (which in no event shallinclude any crime that (i) constitutes a felony under applicable law or (ii)involves serious misconduct that the party involved, with the exercise ofordinary care, should have known was unlawful), had no reasonable cause tobelieve that his conduct was unlawful. The right of indemnification granted bythis Paragraph 7 shall be in addition to any rights to which the person seekingindemnification may otherwise be entitled, whether by law, agreement orotherwise. The Fund shall pay the expenses incurred by any Indemnified Personhereunder in investigating, preparing or defending a Claim in advance of thefinal disposition of such Claim, upon receipt of an undertaking by suchIndemnified Person to repay such payment if there shall be an adjudication ordetermination that such person is not entitled to indemnification as providedherein. 

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        8.All notices relating to this Agreement shall be in writing and shall be deemedto have been given (i) when received by the party to whom it is addressed ifdelivered by hand, by overnight delivery service or by facsimile transmission,receipt of which is confirmed by telephone or (ii) three (3) days after the dateof 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 bynotice: 

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                                To the Management Company:

                                RCP Investments II, LLC