OPERATING AGREEMENT

                                       OF

                           RIGGS CAPITAL PARTNERS, LLC

                      a Delaware Limited Liability Company


                  THIS  OPERATING  AGREEMENT,  entered into  effective as of the
30th day of November, 1999, by and among the persons listed on Schedule A hereto
(the  "Members"),  being all of the members of RIGGS  CAPITAL  PARTNERS,  LLC, a
Delaware limited liability company (the Company");


                              W I T N E S S E T H:

                  WHEREAS,  the Members wish to form the Company for the purpose
of making and holding certain  investments and engaging in the other  activities
set forth herein;

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual promises  hereinafter  set forth,  the parties hereto do hereby amend and
restate the Original Agreement to read in its entirety as follows:

SECTION 1

                                   Definitions

                  The following  capitalized  terms used in this Agreement shall
have the following meanings:

1.1.  "Act" shall mean the Delaware Limited Liability Company Act, as the same
may be amended from time to time.

1.2.  "Adjusted  Capital Account  Balance" shall mean a Member's Capital Account
balance (a)  increased  by any amount that such Member is  obligated  to restore
under  Treas.  Reg. ss.  1.704-1(b)(2)(ii)(c)  (including  any addition  thereto
pursuant to the next to last  sentences  of Treas.  Reg. ss.  1.704-2(g)(1)  and
(i)(5) after taking into account  thereunder any changes during such Fiscal Year
in Company  Minimum Gain and in Member  Nonrecourse  Debt Minimum  Gain) and (b)
decreased by any adjustments, allocations, and distributions specified in Treas.
Reg. ss. 1.704-1(b)(2)(ii)(d)(4),  (5), and (6) as are reasonably expected to be
made to such Member. A distribution or allocation will result in a Member having
a deficit  Adjusted  Capital Account Balance to the extent such  distribution or
allocation  either will create or  increase a deficit  balance in such  Member's
Capital  Account  after  making  the  adjustments  described  in  the  preceding
sentence.
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1.3. "Affiliate" shall mean, with respect to any Person, (i) any Person directly
or  indirectly  controlling,  controlled  by or under  common  control with such
Person  (including,  if any of the  forgoing  is a natural  Person,  the parent,
spouse,  child,  brother,  or sister of such  natural  Person),  (ii) any Person
owning or  controlling a majority of the  outstanding  voting  interests of such
Person, (iii) any officer,  director, or general partner of such Person, or (iv)
any Person who is an officer, director, general partner, trustee, or holder of a
majority of the voting  interests of any Person described in clauses (i) through
(iii) of this sentence.  For purposes of this  definition,  the term "controls,"
"is controlled by," or "is under common control with" shall mean the possession,
direct  or  indirect,  of the power to  direct  or cause  the  direction  of the
management and policies of a person or entity,  whether through the ownership of
voting securities, by contract or otherwise.

1.4. "Agreed Value" shall mean, with respect to Property,  the fair market value
of that Property on the date it is contributed to the Company,  as determined by
the Managing Member in good faith and by reasonable methods.

1.5. "Agreement" shall mean this Operating Agreement, as amended from time to
time.

1.6.  "Bankruptcy"  shall mean,  with respect to any Person,  (i) the entry of a
decree or order for relief of such Person by a court of  competent  jurisdiction
in any involuntary  case involving such Person under any bankruptcy,  insolvency
or other  similar law now or  hereafter  in effect;  (ii) the  appointment  of a
receiver,  liquidator,  assignee,  custodian,  trustee,  sequestrator  or  other
similar  agent for such  Person  or for any  substantial  part of such  Person's
assets or property;  (iii) the ordering of the winding up or liquidation of such
Person's  affairs;  (iv) the filing with respect to such Person of a petition in
any such involuntary  bankruptcy case, which petition remains  undismissed for a
period of ninety  (90)  days or which is  dismissed  or  suspended  pursuant  to
Section 305 of the U.S. Bankruptcy Code or any successor provision thereto;  (v)
the  commencement  by such  Person of a  voluntary  case  under any  bankruptcy,
insolvency or other  similar law now or hereafter in effect;  or (vi) the making
by such Person of any general assignment for the benefit of creditors.

1.7.  "Capital  Account" shall mean the capital  account to be maintained by the
Company for each Member in accordance with Section 4.3.

1.8. "Capital  Contributions" shall mean all cash and other property contributed
to the  Company  by or on  behalf of a Member or such  Member's  predecessor  in
interest.

1.9. "Capital Interest" shall mean the percentage of total capital contributions
allocable to a Member, as set forth on Schedule A.

1.10.  "Cash Reserve"  shall mean any reserve fund which may be established  and
maintained by the Managing  Member in its reasonable good faith judgment for the
conduct of the  Company  Business,  provided  that such fund is in keeping  with
generally  accepted  accounting  practices and does not exceed amounts deemed by
the Managing Member  reasonably  necessary for anticipated debt service,  future
capital expenditures,  repairs, replacements,  taxes, contingent liabilities and
the like. If the Cash Reserve is drawn down it may be  replenished in accordance
with the preceding limitations.
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1.11.  "Code" shall mean the Internal Revenue Code of 1986, as amended (or any
corresponding provision or provisions of succeeding law).

1.12.  "Company"  shall mean Riggs  Capital  Partners,  LLC, a Delaware  limited
liability company.

1.13.  "Company Business" shall mean the business in which the Company shall
engage from time to time under Section 2.2 hereof.

1.14.  "Company  Interest"  shall mean the  ownership  and voting  interest of a
Member in the Company at any particular time, including the right of such Member
to any and all  distributions and any other benefits to which such Member may be
entitled as provided in this Agreement or the Act, together with the obligations
of such Member to comply with all the provisions of this Agreement and the Act.

1.15.  "Company Minimum Gain" shall mean the amount of Company minimum gain,
computed in the manner set forth in Treas. Reg. ss. 1.704-2(d).

1.16.  "Company Nonrecourse Deduction" shall mean the amount of nonrecourse
deductions computed in the manner set forth in Treas. Reg. ss. 1.704-2(c).

1.17.  "Company  Tax  Items"  shall mean all items of income,  gain,  loss,  and
deduction,  and all tax  preferences,  depreciation,  accelerated  cost recovery
system deductions,  investment interest,  and other tax items of the Company for
each Fiscal Year, as allocated  among the Members for tax purposes under Section
6.3 hereof.

1.18.  "Compliance Manual" shall have the meaning set forth in Section 5.2.

1.19.  "Contributing Members" shall mean the Members other than the Special
Member.

1.20.  "Default  Rule" shall mean a provision of the Act that would apply to the
Company unless otherwise provided in, or modified by, the Agreement.

1.21.  "Distributable  Amounts" means Net Cash Flow from investments made by the
Company for which J. Carter Beese, Jr., has served as the Investment Advisor, or
from any reinvestment of proceeds from such investments.

1.22. "Fiscal Year" shall mean an annual accounting period ending December 31 of
each year during the term of the Company; provided,  however, that the last such
Fiscal Year shall be the period  beginning on January 1 of the calendar  year in
which the final  liquidation  and  termination  of the Company is completed  and
ending on the date such final  liquidation and termination is completed.  To the
extent any  computation or other  provision  hereof provides for an action to be
taken on a Fiscal Year basis, an appropriate proration or other adjustment shall
be made in respect of the first or final Fiscal Year to reflect that such period
is less than a full calendar year period.
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<PAGE>

1.23. "Investment Account" shall mean the investment account to be maintained by
the Company for each Member in accordance with Section 4.4.

1.24. "Investment Advisor" shall mean J. Carter Beese, Jr., or such other person
as may hereafter be designated as investment advisor to the Company.

1.25.  "Majority Vote" shall mean the  affirmative  vote of Members holding more
than 50% of the total Profits Interests held by the Members.

1.26.  "Managing Member" shall have the meaning ascribed thereto in Section 5.1.

1.27.  "Member"  shall mean the  initial  Members  listed on Schedule A attached
hereto  and any  Person  admitted  as a new  Member  or a  Substitute  Member in
accordance with the terms of this Agreement. Schedule A may be amended from time
to time to reflect the withdrawal of a Member or the addition of a new Member or
a Substitute Member in accordance with the terms of this Agreement.

1.28.  "Member Nonrecourse Debt" shall mean any Company liability to the extent
the liability is nonrecourse for purposes of Treas. Reg. ss. 1.1001-2, and a
Member (or related person (within the meaning of Treas. Reg. ss. 1.752-4(b)))
bears the economic risk of loss under Treas. Reg. ss. 1.752-2 because, for
example, the Member (or related person) is the creditor or a guarantor.  The
determination of whether a Company liability constitutes a Member Nonrecourse
Debt shall be made in accordance with Treas. Reg. ss. 1.704-2(b)(4).

1.29.  "Member Nonrecourse Debt Minimum Gain" shall mean the amount of partner
nonrecourse debt minimum gain, computed in the manner set forth in Treas. Reg.
ss. 1.704-2(i)(3), with respect to each Member Nonrecourse Debt.

1.30.  "Member Nonrecourse Deduction" shall mean the amount of partner
nonrecourse deductions as computed under Treas. Reg. ss. 1.704-2(i)(2).

1.31.  "Net  Cash  Flow"  shall  mean,  for any  period,  the  sum of cash  from
operations  of the Company  Business,  from the sale or  disposition  of Company
Property,  or from  any  other  source,  for such  period  after  deducting  the
following  amounts for such period:  (i) amounts  required to pay the  Company's
operating expenses and current  liabilities;  (ii) amounts required to discharge
any Company debt or obligation,  including loans or advances from Members; (iii)
the amount of any additions to Cash  Reserve;  and (iv) amounts set aside by the
Managing  Member  for  reinvestment.  Net Cash  Flow  shall  not be  reduced  by
depreciation,  amortization, cost recovery deductions or similar allowances, but
shall be increased by any reductions of Cash Reserve.

1.32.  "Net Income  Amount"  shall mean,  with  respect to a Member for a Fiscal
Year, the amount of Company net taxable income allocated to such Member for such
Fiscal  Year,  reduced by the  excess,  if any, of (i) the  aggregate  amount of
Company net taxable loss  allocated  to such Member for all prior Fiscal  Years,
over (ii) the aggregate  amount of Company net taxable income  allocated to such
Member for all prior Fiscal Years.
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<PAGE>

1.33.  "Net Market  Value" with respect to the  Company's  assets shall mean the
fair market  value of  Company's  total  assets,  net of total  liabilities,  as
determined in good faith by the Managing Member.

1.34. "Person" shall mean any human being,  organization,  general  partnership,
limited  partnership,  corporation,  limited liability  company,  joint venture,
trust, business trust, association, governmental entity or other legal entity.

1.35.  "Portfolio Company" shall mean a Person in which the Company holds a
Portfolio Investment.

1.36.  "Portfolio  Investment" shall mean an investment in a Person, in the form
of debt,  equity,  convertible  debt,  options,  warrants,  or other instruments
conferring  upon the  Company a current or future  economic  interest,  with the
exception of Short-Term Investments.

1.37.  "Priority  Return"  shall mean,  for each Member for each Fiscal Year, an
amount  equal to nine  percent  (9%) of the  average  daily  Investment  Account
balance of such Member over the course of the current  Fiscal Year,  multiplied,
in the case of a partial  Fiscal  Year,  by the  number of days in such  partial
Fiscal Year divided by 365.

1.38.  "Profits"  or "Loss"  shall mean,  for each Fiscal  Year,  the  Company's
taxable income or taxable loss for such Fiscal Year, as determined in accordance
with Code Section 703(a) (for this purpose,  all items of income, gain, loss, or
deduction  required to be separately  stated pursuant to Code Section  703(c)(1)
shall  be  included  in  taxable  income  or  loss),   but  with  the  following
adjustments:

(a) Items of income,  gain, loss and deduction relating to Property  contributed
to the Company  shall be computed as if the basis of the Property to the Company
at the time of contribution were equal to its fair market value on that date and
the amount of any depreciation,  amortization, or other cost recovery deductions
allowable were computed in accordance with the following sentence.  For purposes
of the preceding  sentence,  the amount of any  depreciation,  amortization,  or
other cost recovery deduction  allowable for any period with respect to Property
contributed  to the Company  shall be an amount that bears the same ratio to the
fair market  value of the  Property on the date of  contribution  as the federal
income tax depreciation, amortization, or other cost recovery deduction bears to
the adjusted tax basis of the  Property on the date of  contribution;  provided,
however,  that if the  adjusted tax basis of the Property is zero on the date of
contribution,  then the  amount of  depreciation,  amortization,  or other  cost
recovery  deduction  shall be determined with reference to the fair market value
of the Property on the date of contribution using any reasonable method selected
by the Managing Member.
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(b) Any tax exempt income and gain, as described in Section  705(a)(1)(B) of the
Code,  realized  by the  Company  during such Fiscal Year shall be added to such
taxable  income or  taxable  loss and any  related  expenses  not  allowed  as a
deduction  pursuant  to Section  265 of the Code shall be  subtracted  from such
income or loss.

(c) Any  expenditures  of the Company  described  in Sections  705(a)(2)(B)  (or
treated as Code Section  705(a)(2)(B)  expenditures  pursuant to Treas. Reg. ss.
1.704-1(b)  and not otherwise  taken into account under this Section) and 709 of
the Code (except for amounts with respect to which an election is properly  made
under Section 709(b)) for such Fiscal Year shall be subtracted from such taxable
income or taxable loss.

(d)  Except  as  otherwise  provided  in Treas.  Reg.  ss.  1.704-1(b),  amounts
described  in this  Section  shall be computed  without  taking into account any
basis adjustments  created by a Section 754 election under the Code.  Profits or
Loss  attributable to a basis  adjustment  resulting from a Section 754 election
shall inure solely to the benefit or detriment of the Member to whom the Section
754 election relates.

(e) If there has been an adjustment to the Members' Capital Accounts pursuant to
Section  4.3(e) to reflect the  unrealized  income,  gain,  loss,  or  deduction
inherent in Company  Property:  (i)  depreciation,  amortization,  or other cost
recovery  deductions with respect to such Property for each Fiscal Year or other
period shall equal an amount which bears the same ratio to the fair market value
of such  Property  on the date of such  adjustment  as the  federal  income  tax
depreciation,  amortization,  or other cost recovery  deductions for such Fiscal
Year or other period  bears to the  adjusted tax basis of such  Property on such
date; and (ii) gain or loss resulting from any disposition of such Property with
respect to which gain or loss is  recognized  for  federal  income tax  purposes
shall be computed  under this sentence as if such Property had an adjusted basis
on the date of such  adjustment  equal to its fair market value on such date and
all  subsequent  adjustments  for  depreciation,  amortization,  or  other  cost
recovery deductions were made in accordance with clause (i) of this sentence.

(f) If the  Company's  taxable  income or taxable loss for such Fiscal Year,  as
adjusted in the manner  provided in paragraphs  (a) through (e) of this Section,
and after removing any amounts  allocated  under the  Regulatory  Allocations or
Section 6.2(d) (relating to curative  allocations),  is a positive amount,  such
amount shall be the  Company's  Profits for such Fiscal Year,  and if a negative
amount, such amount shall be the Company's Loss for such Fiscal Year.

1.39. "Profits Interest" shall have the meaning set forth in Section 3.1 hereof.

1.40.  "Profit  Shortfall  Account"  shall mean,  with respect to a Member for a
Fiscal Year,  the excess,  if any, of (i) the aggregate  amount of Net Cash Flow
distributed under Sections 6.1(a)(i),  6.1(a)(iii),  6.1(a)(v), or 6.1(a)(vi) to
such  Member for such  Fiscal  Year and all prior  Fiscal  Years,  over (ii) the
aggregate amount of Profits allocated to such Member under Sections 6.2(a)(iii),
6.2(a)(iv),  or  6.2(a)(vi)  for all prior Fiscal Years (to the extent that such
Profits  have  not  been  offset  by   allocations   of  Losses  under  Sections
6.2(b)(i)(D), 6.2(b)(i)(C), or 6.2(b)(i)(A), respectively).
                                      -40-
<PAGE>

1.41.  "Property" shall mean all of the Company's  right,  title and interest in
and to any real or personal property  interests  (tangible and intangible) owned
by the Company.

1.42. "Regulatory Allocations" shall mean the allocations described in Section
6.2(c).

1.43. "Short-Term Investments" shall mean short-term investments selected by the
Managing  Member  to  provide  for  appropriate  safety  of  principal,  such as
government obligations,  certificates of deposit, money market fund investments,
short-term debt obligations, interest-bearing accounts, and non-interest-bearing
accounts, pending investment of the Company's funds.

1.44.  "Special  Member" shall mean RCP  Investments,  L.P., a Delaware  limited
partnership, and its successors and assigns.

1.45. "Substitute Member" shall mean a transferee of a Company Interest admitted
as a Substitute Member in accordance with Section 7.7 hereof.

1.46.  "Supermajority  Vote"  shall  mean the  affirmative  vote of the  Members
holding at least 67% of the total Profits Interests held by the Members.

1.47.  "Tax  Distribution  Amount"  shall mean,  with  respect to a Member for a
Fiscal Year,  such Member's Net Income Amount for such Fiscal Year multiplied by
the Tax Rate for such Fiscal Year.  The Managing  Member shall have authority to
make appropriate  adjustments to the Tax Distribution Amounts to more accurately
reflect the actual tax liability of a Member resulting from participation in the
Company,  to implement a Member's  request to adjust the amount of such Member's
Tax Distribution  Amount, or to remedy any unexpected economic  disparities that
would  otherwise  result from the  application of the above  formula;  provided,
however,  that  no  adjustment  shall  be  made  under  this  sentence  that  is
inconsistent  with the basic  economic  arrangement  of the  Members  under this
Agreement.

1.48. "Tax Matters  Member" shall mean the Member  designated as the Tax Matters
Member pursuant to Section 10.3.

1.49.  "Tax  Rate"  shall  mean,  with  respect  to a  Fiscal  Year,  a tax rate
(expressed as a percentage)  equal to the sum of (a) the maximum  federal income
tax rate for  individuals  for such Fiscal Year,  plus (b) the maximum  Maryland
income tax rate for individuals residing in that State for such Fiscal Year.

1.50. "Transfer" shall mean any sale, transfer,  exchange,  assignment,  pledge,
hypothecation,  gift or any  contract  for the  foregoing or any voting trust or
other  agreement  or  arrangement  respecting  voting  rights or any  beneficial
interest in a Company Interest.

1.51. "Unpaid Priority Amount" shall mean, with respect to a Member for a Fiscal
Year,  the amount,  if any, of such  Member's  Unpaid  Priority  Return for such
Fiscal Year,  reduced by the amount of any Profits  previously  allocated  under
Section  6.2(a)(iv)  with respect to such Member's  Priority Return that remains
unpaid (to the extent that such  Profits  have not been  offset by Losses  under
Section 6.2(b)(i)(C)).
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1.52. "Unpaid Priority Return" shall mean, with respect to a Member for a Fiscal
Year, the excess,  if any, of (i) the sum of such Member's  Priority  Return for
the current  Fiscal Year and all prior  Fiscal  Years;  over (ii) the  aggregate
amount  distributed  to such Member under  Section  6.1(a)(iii)  for the current
Fiscal Year and all prior Fiscal Years.

1.53.  "Unpaid  Special  Distribution  Amount"  shall mean,  with respect to the
Special  Member for a Fiscal Year,  the amount,  if any, that the Special Member
would be entitled to receive under Section 6.1(a)(iv) that remains unpaid (after
taking  into  account all  distributions  to the Special  Member  under  Section
6.1(a)(iv) for the current  Fiscal Year and all prior Fiscal Years),  reduced by
the amount of any Profits  previously  allocated  under Section  6.2(a)(v)  with
respect to such unpaid  amounts (to the extent that such  Profits  have not been
offset by Losses under Section 6.2(b)(i)(B)).

1.54.  "Withdrawal"  shall  mean  the  death  (or  dissolution,  in the  case of
corporate Members),  adjudication of incompetence (which term shall include, but
not be limited to, insanity), Bankruptcy, retirement,  resignation, or expulsion
of a Member.

SECTION 2

                               General Provisions

2.1.  Formation  of the  Company.  The  Members  have formed the Company for the
limited purposes set forth herein,  and shall take all actions and appropriately
file all documents required by law to qualify the Company to conduct business as
provided herein in all appropriate jurisdictions.  The rights and liabilities of
the parties  hereto  shall be as provided in the Act except as herein  otherwise
expressly provided.

2.2.     Purposes and Powers of the Company.

(a) The  purposes  for which the  Company is formed are (i) to make,  hold,  and
dispose of Portfolio  Investments  in accordance  with the Company's  Investment
Policies  as in effect  from time to time;  (ii) to make,  hold and  dispose  of
Short-Term  Investments  in  order  to hold  funds  pending  the  investment  or
reinvestment  of Company  funds in  Portfolio  Investments,  to  provide  liquid
investments from which to meet expenses of the Company and contingencies, and to
hold funds pending distribution, in each case subject to the other provisions of
this  Agreement;  and (iii) to do any and all things  necessary,  convenient  or
incidental to the achievement of the foregoing.

(b)  The  Company  shall  have  the  power  to do any and all  acts  and  things
necessary,  appropriate,   advisable  or  convenient  for  the  furtherance  and
accomplishment of the purposes of the Company including,  without limitation, to
engage in any kind of activity and to enter into and perform  obligations of any
kind necessary to or in connection with, or incidental to, the accomplishment of
the purposes of the Company,  so long as said  activities  and  obligations  may
lawfully be engaged in or performed  by a limited  liability  company  under the
Act.
                                      -42-
<PAGE>

2.3.  Name of the  Company.  The name of the  Company  shall  be  Riggs  Capital
Partners,  LLC. The Company  Business may be conducted under such other names as
the  Managing  Member  may  from  time  to time  determine  to be  necessary  or
advisable.

2.4.  Place of Business of the Company.  The principal  place of business of the
Company shall be 800 17th Street, N.W., Washington, D.C. 20006, or at such other
place as the Managing  Member may from time to time  determine.  The Company may
have such  additional  offices as the Managing Member may from time to time deem
necessary or advisable.

2.5.  Registered Office,  Registered Agent. The name and business address of the
registered agent for service of process on the Company and its registered office
in the State of Delaware are The Corporation  Trust Company at Corporation Trust
Center, 1209 Orange Street, Wilmington,  County of New Castle, Delaware, or such
other  qualified  Person as the Managing Member may designate from time to time.
The Managing Member may select any Person  permitted by applicable law to act as
registered agent for the Company in each jurisdiction in which it is necessary.

2.6. No Liability to Third Parties.  The debts,  obligations  and liabilities of
the Company, whether arising in contract, tort or otherwise, shall be solely the
debts,  obligations  and  liabilities  of the  Company,  and no Member  shall be
obligated  personally for any such debt,  obligation or liability of the Company
solely by reason of being a Member.

2.7.  Intent.  It is the intent of the Members that the Company be operated in a
manner  consistent  with its  treatment as a  partnership  for federal and state
income tax purposes.  The Company shall take all  appropriate  actions to ensure
that the Company will be treated as a  partnership  for federal and state income
tax purposes,  including the making of available tax elections.  No election may
be made to treat the Company as a  corporation  for federal or state  income tax
purposes  without the written  consent of all Members.  It is also the intent of
the Members that the Company not be operated or treated as a  "partnership"  for
purposes of Section  303 of the Federal  Bankruptcy  Code,  or for any  purposes
other than tax  purposes.  Neither  the  Company  nor any Member  shall take any
action  inconsistent  with the express intent of the parties hereto as set forth
in this Section 2.7.

2.8. Default Rules Under the Act.  Regardless of whether this Agreement
specifically refers to a particular Default Rule:

(a) if any  provision  of this  Agreement  conflicts  with a Default  Rule,  the
provision of this Agreement controls and such Default Rule is hereby modified or
negated accordingly, and

(b) if is  necessary  to construe a Default Rule as modified or negated in order
to  effectuate  any  provision  of this  Agreement,  such Default Rule is hereby
                                      -43-
<PAGE>

modified or negated accordingly.

2.9.  Title to Property.  Except as otherwise  provided in this  Agreement,  the
Company  shall  hold all of its real and  personal  property  in the name of the
Company and not in the name of any Member.

2.10. Payments of Individual Obligations.  The Company's credit and assets shall
be used solely for the benefit of the Company, and no asset of the Company shall
be transferred  or encumbered for or in payment of any individual  obligation of
any Member.

2.11. Independent Activities; Transactions with Affiliates. Insofar as permitted
by applicable  law, the Members and the Managing  Member (each acting on its own
behalf) and each of their Affiliates may, notwithstanding this Agreement, engage
in whatever  activities they choose,  whether the same are competitive  with the
Company or otherwise,  without  having or incurring any  obligation to offer any
interest in such activities to the Company or any other Member; and neither this
Agreement nor any activity undertaken pursuant hereto shall, except as expressly
provided  in a written  agreement  signed by the  parties  to be bound  thereby,
prevent the Managing  Member or any Member or its  Affiliates  from  engaging in
such  activities,  or require  the  Managing  Member or any Member to permit the
Company or any Member or its Affiliates to  participate in any such  activities.
As a material part of the  consideration  for the execution of this Agreement by
each Member,  each Member hereby  waives,  relinquishes,  and renounces any such
right or claim of participation.

2.12. Term of the Company.  The Company commenced its existence on the date upon
which its Certificate of Formation was duly filed with the Secretary of State of
the State of Delaware and shall continue until the 10th  anniversary of the date
hereof,  unless the Members by Supermajority  Vote agree to extend its existence
or the Company is sooner dissolved pursuant to Section 8.1.

SECTION 3

                          Members and Profits Interests

3.1. Profits Interest.  Each Member's Profits Interest shall be determined under
this Section 3.1.

(a) Each Member's  initial Profits  Interest is set forth in Schedule A attached
hereto.

(b) Each Member's  Profits Interest shall be adjusted upon the occurrence of the
events specified in, and in the manner set forth in, Section 3.2 .

3.2. Additional Members and Interests. The Company shall not, except as provided
in Section 4.1(b)(iii), be expanded to include additional Members, or to provide
for the issuance of additional Company Interests, unless the existing Members by
Supermajority  Vote  consent  to the same.  In the  event  that the  Members  by
Supermajority  Vote  elect  to  take  in  new or  additional  Members  or  issue
additional  Company  Interests  upon such terms and  conditions as they may find
advisable,  the Profits Interest of each new or additional Member shall be taken
from the existing  Members on a pro rata basis unless otherwise agreed to by all
such  Members,  in such amount and in such  fashion as may be agreed upon by the
parties.
                                      -44-
<PAGE>

SECTION 4

                   Capital Contributions and Capital Accounts

4.1.     Capital Contributions.

(a) In  consideration  of  his  or its  Company  Interest,  each  Member  hereby
contributes to the Company the Initial Capital Contribution, in the form of cash
and investments  currently held by the Members,  as specified for such Member on
Schedule A.

(b) In further  consideration of his or its Company Interest,  each Contributing
Member hereby  agrees to  contribute  to the Company,  upon at least 10 business
days  prior  written  notice  by the  Managing  Member,  at any  one  time or in
installments  from time to time as specified by the Managing Member,  additional
Capital Contributions in accordance with this Section 4.1(b), provided, however,
that, the aggregate amount of all such additional Capital  Contributions by such
Member shall not exceed the maximum amount specified for such Member on Schedule
A, and the  obligation of Riggs  National  Corporation  to  contribute  shall be
subject to the following conditions:

(i)  Such additional Capital Contributions shall be in compliance  with
reasonable loss limits;

(ii) Such  contributions  shall be consistent  with other capital  priorities of
Riggs National Corporation;

(iii) Riggs National  Corporation  shall have the right to designate one or more
other persons who may contribute all or any portion of any capital  contribution
otherwise due from Riggs  National  Corporation  and become a Member in the LLC,
with the Profits  Interest and Capital  Interest of Riggs  National  Corporation
reduced proportionately; and

(iv)  The  performance  of  the  Company's  investments  prior  to the  date  of
contribution  shall have been satisfactory to Riggs National  Corporation in its
reasonable judgment.

Each such notice by the  Managing  Member shall call for  contributions  by each
Contributing  Member on a pro rata  basis,  based  upon their  relative  Capital
Interests.

(c)   No Member shall be required to make Capital Contributions in addition to
those set forth in Section 4.1(a) and 4.1(b).

4.2.  No Interest on or Right to  Withdraw  Capital  Contributions.  No interest
shall  be paid on any  contribution  to the  capital  of the  Company  or on the
balance in any Capital  Account  and no Member  shall have the right to withdraw
his  Capital  Contribution  or to  demand or  receive  a return  of his  Capital
Contribution.
                                      -45-
<PAGE>

4.3.     Maintenance of Capital Accounts.

(a) The Company  shall  maintain a separate  Capital  Account for each Member in
accordance with this Section 4.3.

(b) A Member's Capital Account shall be credited with (i) the amount of any cash
contributed to the Company by or on behalf of such Member,  (ii) the fair market
value of any Property other than cash contributed to the Company by or on behalf
of such Member,  (iii) allocations to such Member of Company Profits,  income or
gain pursuant to Section 6.2, (iv) the amount of any Company liabilities assumed
by such Member or which are secured by any Property  distributed to such Member,
and (v) any other item required to be credited for proper maintenance of capital
accounts by the Treasury regulations under Section 704(b) of the Code.

(c) A Member's  Capital Account shall be debited with (i) the amount of any cash
and the fair market  value of Property  other than cash that is  distributed  to
such Member (other than guaranteed  payments under Code Section 707(c)),  all as
may be determined in accordance  with this Agreement,  (ii)  allocations to such
Member of Company Losses, deductions,  Company Nonrecourse Deductions, or Member
Nonrecourse  Deductions  pursuant  to  Section  6.2,  (iii)  the  amount  of any
liabilities  of such  Member  assumed by the Company or which are secured by any
Property  contributed  by such  Member to the  Company,  and (iv) any other item
required  to be  debited  for proper  maintenance  of  capital  accounts  by the
Treasury regulations under Section 704(b) of the Code.

(d) If any  Property  other than cash is  distributed  to a Member,  the Capital
Accounts of the Members shall be adjusted to reflect the manner in which gain or
loss that has not  previously  been  reflected in the Capital  Accounts would be
allocated  among the Members under Section 6.2 if the  distributed  Property had
been sold by the Company for a price equal to its fair market  value on the date
of distribution.  See Section 4.3(c)(i) for additional adjustments to be made to
the distributee Member's Capital Account.

(e) The Members  may,  upon the  occurrence  of one of the events  described  in
Section 4.3(e)(ii),  increase or decrease the Capital Accounts of the Members in
accordance with Section 4.3(e)(i) to reflect a revaluation of Company Property.

(i) Any  adjustments  made under this Section 4.3(e) shall reflect the manner in
which the  unrealized  income,  gain,  loss,  or  deduction  inherent in Company
Property (to the extent that it has not been  reflected  in the Capital  Account
previously)  would be  allocated  among the  Members  under  Section  6.2 if the
Company had sold all of its  Property  for its fair market  value on the date of
adjustment.  The adjustments  described in this Section 4.3(e)(i) shall be based
on the fair market value of Company Property on the date of adjustment.
                                      -46-
<PAGE>

(ii) The Members  may make the Capital  Account  adjustments  described  in this
Section 4.3(e) upon the occurrence of the following  events:  (a) a contribution
of money or other Property  (other than a de minimis amount) to the Company by a
new or existing Member as  consideration  for an interest in the Company;  (b) a
distribution  of money or other Property (other than a de minimis amount) by the
Company to a retiring or continuing  Member as consideration  for an interest in
the Company; or (c) the liquidation of the Company.

(iii) The  adjustments  described in this Section  4.3(e) are intended to comply
with Treas. Reg. ss.  1.704-1(b)(2)(iv)(f) and shall be interpreted consistently
with such regulation to effectuate  such intent.  See the definition of "Profits
and Losses" for special rules for the  computation  of Profits and Losses in the
case of an adjustment under this Section 4.3(e).

(f) In the event any interest in the Company is transferred  in accordance  with
the terms of this Agreement, the transferee shall succeed to the Capital Account
of the transferor to the extent it relates to the transferred interest.

                  4.4      Maintenance of Investment Accounts.

                  (a)      The Company shall maintain a separate Investment
Account for each Member in accordance with this Section 4.4.

                  (b) A Member's  Investment  Account shall be credited with (i)
the  amount  of any cash  contributed  to the  Company  by or on  behalf of such
Member;  (ii) the principal amount of any capital  contribution made by a Member
to the  Company  in the form of a demand  promissory  note;  and  (iii) the fair
market value of any property other than cash contributed to the Company by or on
behalf of such Member (net of any  liabilities  assumed by the Company upon such
contribution   and  liabilities  to  the  extent  secured  by  such  contributed
property).

                  (c) A Member's  Investment  Account  shall be debited with the
amount of any distributions to such Member under Section 6.1(a)(ii).

                  (d) In the event any interest in the Company is transferred in
accordance with the terms of this Agreement, the transferee shall succeed to the
Investment Account of the transferor to the extent it relates to the transferred
interest.

SECTION 5

                      Management and Operation of Business

5.1. Managing Member.  Riggs National Corporation shall be the "Managing Member"
of the  Company  and,  in  such  capacity,  responsible  for  the  business  and
operations of the Company.  The Managing Member may be removed and replaced only
by Supermajority Vote.
                                      -47-
<PAGE>

5.2.  Management.  The  Managing  Member  shall be  responsible  for the overall
management and operation of the Company.  No Member shall take any action in the
name of or on behalf of the Company except pursuant to authority  granted by the
Managing Member. Each Member shall take such actions on behalf of the Company as
may be  necessary  or  desirable  in  order  to  effectuate  the  decisions  and
determinations of the Managing Member. The Managing Member shall adopt on behalf
of the Company,  and may amend or modify from time to time, a compliance  manual
for the Company (the  "Compliance  Manual")  setting forth standards of conduct,
investment  policies,  and  other  policies  relating  to the  operation  of the
Company.

5.3.  Investment  Advisor.  The Managing Member shall delegate to the Investment
Advisor the  authority  to conduct the day to day business of the Company and to
make investment  decisions in accordance  with the Compliance  Manual as then in
effect.  The Investment  Advisor shall not be authorized to take any action that
the Managing Member is not authorized to take pursuant to Section 5.5 or Section
5.6. Except as otherwise  specified or directed by the Managing Member or by the
Members  by  Supermajority  Vote,  the  Investment  Advisor  shall  have and may
exercise with respect to the Company all of the powers customarily  exercised by
a president and chief executive  officer of a Delaware  corporation,  subject to
the  provisions of Sections 5.5 and 5.6 and the  Compliance  Manual as in effect
from time to time.

5.4.     Meetings and Actions of the Members.

(a) A meeting  of the  Members  may be called at such time and such place as the
Managing Member, the Investment  Advisor, or Members holding Interests entitling
them to cast at least a Majority  Vote,  may  specify  by written  notice to all
Members not less than 10 days prior to the date of such meeting.

(b) There shall be a quorum if Members  holding in the aggregate more than a 50%
Profits  Interest are present at a meeting.  A Member shall be deemed present at
any meeting if he attends in person or by telephone conference call, or by proxy
granted to  another  Member  and  delivered  to the  Company.  Unless  otherwise
provided  for  in  this  Agreement,  the  Majority  Vote  of the  Members  shall
constitute  an action  of the  Company.  The  Members,  may also take  action by
unanimous  written  consent.  Copies  of the  records  of the  Company  shall be
maintained at the principal offices of the Company.

5.5.  Limitations of the Power of the Managing  Member.  The Managing Member and
the Investment  Advisor shall not cause or permit the Company to take any of the
following actions without Supermajority Approval:

(a)      admit any additional Member;

(b)      carry on any business other than as provided in Section 2.2 hereof;

(c) guarantee or otherwise in any way become responsible (including as surety or
pursuant  to a pledge  or grant of  security  on any  assets  or  rights  of the
Company) for the obligations or indebtedness of any other Person,  other than an
entity all of the equity interest of which is owned by the Company;
                                      -48-
<PAGE>

(d) extend credit or make any loan to any Person,  other than  reasonable  trade
credit offered in the ordinary  course of the Company's  business and reasonable
advances to officers and employees not exceeding  $5,000 in the aggregate to any
one employee;

(e) enter into any  transaction  with any Member other than upon terms that,  in
the  reasonable  judgement  of the  Managing  Member,  are not  materially  less
favorable to the Company than those that would be  obtainable in an arm's length
transaction with an unrelated party; or

(f) sell or agree to sell,  transfer,  or dispose of all or substantially all of
the  Company's  assets,  other than  pursuant to a pledge or  security  interest
conferred in order to incur bona fide indebtedness for the Company.

5.6.  Additional  Restrictions.  For so long as Riggs National  Corporation is a
Member,  the  Company  shall not,  without  the prior  written  consent of Riggs
National Corporation:

(a) acquire or hold any Portfolio Investment or Short-Term Investment that would
result in the Company  holding an  interest  that has been  determined  by Riggs
National Corporation not to be permissible under the Bank Holding Company Act or
any rule or regulation thereunder; or

(b) engage in any other activity that Riggs National  Corporation has determined
not to be  permissible  under  the  Bank  Holding  Company  Act or any  rule  or
regulation thereunder.

5.7.  Officers of the Company.  The Investment  Advisor may appoint from time to
time  any one or more  persons  to  serve  as  officers  of the  Company  as the
Investment Advisor deems necessary for the proper conduct of the business of the
Company,  in such  capacities and with such  delegated  rights and powers as the
Investment Advisor may approve.

5.8.  Cash Reserve.  The Managing  Member may decide to establish a Cash Reserve
for the Company.  Such Cash Reserve may be  replenished  in accordance  with the
limitations set forth in Section 1.10 hereof.

5.9. Compensation. The Managing Member shall not be entitled to any fee or other
compensation,  other than  reimbursement of expenses incurred by it on behalf of
or for the benefit of the Company,  in consideration for its service as Managing
Member.  The Company shall enter into a investment  advisory  agreement with the
Investment  Advisor,  which will  entitle the  Investment  Advisor to receive an
annual  management  fee equal to (i) Two Percent  (2%) of  $100,000,000,  or Two
Million Dollars ($2,000,000),  minus (ii) all expenses of operating and managing
the Company,  excluding  origination  expenses for raising funds from additional
Members,  as  determined  in  accordance  with the  Intercompany  Operating  and
Services  Agreement  dated as of July 15, 1998,  between Riggs Bank N.A. and the
Company as the successor to Riggs Capital Partners, a division of Riggs National
Corporation.
                                      -49-
<PAGE>

5.10.  Exculpation and Indemnity.  No Member,  including without  limitation the
Managing  Member or the  Investment  Advisor,  shall be liable or accountable in
damages or otherwise to the Company or the other Members for any act or omission
done or omitted by him in good faith,  unless  such act or omission  constitutes
gross negligence,  willful misconduct,  or a willful breach of this Agreement or
the investment  advisory  agreement  entered into pursuant to Section 5.9 on the
part of such person.  The Company  shall  indemnify  each Member,  including the
Managing Member and the Investment Advisor,  against any loss, damage,  judgment
or claim  incurred by or asserted  against  such  person  (including  reasonable
attorney's  fees and legal  expenses),  unless such act or omission  constitutes
gross negligence,  willful misconduct,  or a willful breach of this Agreement or
the investment  advisory  agreement  entered into pursuant to Section 5.9 on the
part of such person.

SECTION 6

                          Allocations and Distributions

6.1.     Distributions.

(a) Net Cash Flow.  The  Company  shall,  except as  otherwise  provided in this
Section 6.1,  distribute  Net Cash Flow for a Fiscal Year when and as determined
by the Managing Member, in accordance with the following priorities:

(i)      First, to the Members in proportion to, and to the extent of, each
Member's Tax Distribution Amount for such Fiscal Year;

(ii)  Second,  to the  Members  in  proportion  to,  and to the  extent  of, the
outstanding balances in their respective Investment Accounts;

(iii) Third, to the Members entitled to a Priority Return, in proportion to, and
to the extent of,  each such  Member's  Unpaid  Priority  Return for such Fiscal
Year;

(iv) Fourth,  to the Special  Member,  up to the amount that,  together with all
prior payments pursuant to this Section  6.1(a)(iv) equals 25% of the sum of all
distributions made pursuant to Section 6.1(a)(iii)  (thereby equaling 20% of the
total distributions made pursuant to Sections 6.1(a)(iii) and 6.1(a)(iv));

(v)  Fifth,  to  the  extent  that  the  remaining  Net  Cash  Flow  constitutes
Distributable  Amounts, to the Members in proportion to their Profits Interests,
with appropriate  adjustments made with respect to distributions  for any period
during which the Profits Interests of the Members have changed; and

(vi) Sixth,  to the extent that the remaining Net Cash Flow does not  constitute
Distributable  Amounts,  to the  Contributing  Members  in  proportion  to their
relative Profits  Interests,  with appropriate  adjustments made with respect to
distributions  for any period during which the Profits Interests of such Members
have changed.
                                      -50-
<PAGE>

(vii) For purposes of making  calculations  pursuant to this Section 6.1(a),  to
the extent  that Net Cash Flow  includes  both  amounts  that are  Distributable
Amounts and amounts  that are not,  Net Cash Flow  payable  pursuant to Sections
6.1(a)(i),  6.1(a)(ii),  6.1(a)(iii),  and  6.1(a)(iv)  shall  be  deemed  to be
allocated  between  those  two  categories  pro rata in  accordance  with  their
relative proportions in Net Cash Flow at the time of distribution.

(b) Tax  Distributions.  The Company shall take  reasonable  efforts to make the
distributions  under Section 6.1(a)(i) with respect to a Fiscal Year in a manner
that will allow the timely payment of the distributee Members' estimated taxes.

(c) Liquidation and Dissolution.  Proceeds from the liquidation of the assets of
the Company upon  dissolution  shall be distributed to the Members in accordance
with Section 9.1.  Proceeds from the sale (or other conversion into cash) of all
or substantially all of the Company Property shall be distributed to the Members
in accordance with Section 9.1 as if such proceeds arose from the liquidation of
the assets of the Company.

(d)  Distributions  in Kind. In the event that, prior to any sale by the Company
of any securities of a Portfolio  Investment ("Sale Securities") the proceeds of
which the Company intends to distribute  pursuant to Section 6.1 or Section 9.1,
the Company has received notice by any Member that such Member would, in lieu of
such  distributed  proceeds,  prefer to receive  such  Member's  portion of such
distribution  in the form of Sale  Securities  with a value  equal to the amount
otherwise  to be  distributed  to such  Member,  then the  Company  may,  if the
Managing Member  determines that it may do so without impairing the value of the
remaining Sale Securities or violating any contractual or legal restriction upon
the transfer of such Sale Securities, pay such Member's distribution in the form
of  Sale  Securities,  valued  at  their  fair  market  value  on  the  date  of
distribution  as  determined  by the  Managing  Member,  and such value shall be
included in the amount of "Net Cash Flow" for purpose of Section 6.1(a).

6.2.     Allocation of Profits and Losses.

(a) Allocation of Profits.  After giving effect to the special  allocations  set
forth in Section  6.2(c),  Profits of the  Company for each Fiscal Year shall be
allocated to the Members as follows:

(i) First,  Profits shall be allocated to the Members in  proportion  to, and to
the extent of, the amount equal to the remainder,  if any, of (A) the cumulative
Losses  allocated to each such Member  pursuant to Section  6.2(b)(iii)  for all
prior  Fiscal  Years,  over (B) the  cumulative  Profits  allocated to each such
Member pursuant to this Section 6.2(a)(i) for all prior Fiscal Years.
                                      -51-
<PAGE>

(ii) Second,  Profits less any amounts allocated under Section 6.2(a)(i),  shall
be  allocated  to the Special  Member in an amount not to exceed the excess,  if
any,  of (A) the  aggregate  amounts  distributed  to the Special  Member  under
Section  6.1(a)(iv)  for the current and all prior  Fiscal  Years,  over (B) the
aggregate  amount of Profits  allocated  to the  Special  Member  under  Section
6.2(a)(v) or this Section  6.2(a)(ii)  for all prior Fiscal Years (to the extent
that such Profits have not been offset by  allocations  of Losses under Sections
6.2(b)(i)(B) or 6.2(b)(i)(E), respectively).

(iii) Third,  Profits less any amounts  allocated  under Sections  6.2(a)(i) and
6.2(a)(ii),  shall  be  allocated  in an  aggregate  amount  not to  exceed  the
aggregate  balances in all Members'  Profit  Shortfall  Accounts for the current
Fiscal  Year,  among the  Members in  proportion  to, and to the extent of, each
Member's Profit Shortfall Account.

(iv) Fourth, Profits less any amounts allocated under Sections 6.2(a)(i) through
6.2(a)(iii),  shall be  allocated  to the Members in  proportion  to, and to the
extent of, each Member's Unpaid Priority Amount.

(v) Fifth,  Profits less any amounts allocated under Sections  6.2(a)(i) through
6.2(a)(iv)  shall be  allocated  to the  Special  Member  to the  extent of such
Member's Unpaid Special Distribution Amount.

(vi) Sixth,  Profits less any amounts allocated under Sections 6.2(a)(i) through
6.2(a)(v)  shall be  allocated  to the Members in  proportion  to their  Profits
Interests;  provided, however, that the Managing Member shall have the authority
to make  appropriate  adjustments to the  allocation  Profits under this Section
6.2(a)(vi)  to  reflect  that  such  Profits,  or a  portion  thereof,  are more
appropriately  allocated among the Contributing Members to reflect distributions
(or reasonably anticipated distributions) under Section 6.1(vi) (relating to Net
Cash Flow that does not constitute Distributable Amounts).

(b)  Allocation of Losses.  After giving effect to the special  allocations  set
forth in Section  6.2(c),  Losses of the  Company  for each Fiscal Year shall be
allocated to the Members as follows:

(i) Except as provided in Section 6.2(b)(iii),  Losses shall be allocated to the
Members to offset any Profits  allocated  under the following  sections,  in the
following  order (in each case,  pro rata in  proportion to the share of Profits
being  offset):  (A)  Section  6.2(a)(vi);  (B) Section  6.2(a)(v);  (C) Section
6.2(a)(iv); (D) Section 6.2(a)(iii); and (E) Section 6.2(a)(ii).

(ii)  Except  as  provided  in  Section  6.2(b)(iii),  Losses  less any  amounts
allocated  under  Section  6.2(b)(i),  shall  be  allocated  to the  Members  in
proportion to their Profits Interests.

(iii) The Losses  allocated  pursuant to Section  6.2(b)(i) and 6.2(b)(ii) shall
not exceed the maximum amount of Losses that can be so allocated without causing
any Member to have a deficit  Adjusted Capital Account Balance at the end of any
Fiscal  Year.  In the event some but not all of the Members  would have  deficit
Adjusted  Capital  Account  Balances as a consequence of an allocation of Losses
pursuant to Section  6.2(b)(i) or  6.2(b)(ii),  the limitation set forth in this
Section  6.2(b)(iii)  shall be  applied  on a Member  by  Member  basis so as to
allocate the maximum  permissible  Losses to each Member  under Treas.  Reg. ss.
1.704-1(b)(2)(ii)(d).  All Losses in excess of the limitations set forth in this
Section  6.2(b)(iii)  shall be allocated to the Members in  proportion  to their
Profits Interests.
                                      -52-
<PAGE>

(c) Regulatory  Allocations.  The following special allocations shall be made in
the following order:

(i) If there is a net decrease  during a Company Fiscal Year in Company  Minimum
Gain then, to the extent  required by Treas.  Reg. ss.  1.704-2(f),  each Member
shall  be  allocated  items  of  Company  income  and  gain  entering  into  the
computation  of Profits and Losses for such Fiscal Year (and, as necessary,  for
subsequent Fiscal Years) equal to that Member's share of the net decrease in the
Company Minimum Gain (within the meaning of Treas. Reg. ss.  1.704-2(g)(2)).  It
is the intent of the Members  that this Section  6.2(c)(i)  constitute a Company
Minimum Gain  chargeback  provision  under Treas.  Reg.  ss.  1.704-2(f)  and be
interpreted consistently with such regulation to effectuate such intent.

(ii) If  there  is a net  decrease  during  a  Company  Fiscal  Year  in  Member
Nonrecourse  Debt Minimum Gain then, to the extent  required by Treas.  Reg. ss.
1.704-2(i)(4),  any Member with a share of Member  Nonrecourse Debt Minimum Gain
at the beginning of such Fiscal Year shall be allocated  items of Company income
and gain  entering  into the  computation  of Profits and Losses for such Fiscal
Year (and, if  necessary,  for  subsequent  Fiscal Years) equal to that Member's
share of the net  decrease in Member  Nonrecourse  Debt Minimum Gain (within the
meaning of Treas. Reg. ss. 1.704-2(i)(4)).  It is the intent of the Members that
this  Section  6.2(c)(ii)  constitute  a Member  Nonrecourse  Debt  Minimum Gain
chargeback  provision  under Treas.  Reg. ss.  1.704-2(i)(4)  and be interpreted
consistently with such regulation to effectuate such intent.

(iii)  If  any  Member  unexpectedly  receives  an  adjustment,  allocation,  or
distribution    of    the    type    contemplated    by    Treas.    Reg.    ss.
1.704-1(b)(2)(ii)(d)(4),  (5), or (6) that causes or increases a deficit in such
Member's  Adjusted  Capital  Account  Balance  items of Company  income and gain
entering  into the  computation  of Profits and Losses shall be allocated to all
such  Members in an amount and manner  sufficient  to  eliminate,  to the extent
required by Treas.  Reg. ss.  1.704-1(b),  the deficit  Adjusted Capital Account
Balance of such  Member as  quickly as  possible,  provided  that an  allocation
pursuant  to this  Section  6.2(c)(iii)  shall be made only if and to the extent
that such Member would have a deficit Adjusted Capital Account Balance after all
other allocations provided for in this Section 6.2 have been tentatively made as
if this Section  6.2(c)(iii) were not in the Agreement.  It is the intent of the
Members  that this Section  6.2(c)(iii)  constitute  a qualified  income  offset
provision  under  Treas.  Reg.  ss.   1.704-1(b)(2)(ii)(d)  and  be  interpreted
consistently with such regulation to effectuate such intent.
                                      -53-
<PAGE>

(iv) In the event that any Member has a deficit  Capital  Account balance at the
end of any Fiscal Year which is in excess of the amount such Member is deemed to
be obligated to restore  pursuant to the next to last  sentences of Treas.  Reg.
ss.ss.  1.704-2(g)(1)  and  1.704-2(i)(5),  each such Member  shall be specially
allocated  items of  Company  income  and gain in the  amount of such  excess as
quickly as  possible,  provided  that an  allocation  pursuant  to this  Section
6.2(c)(iv) shall be made only if and to the extent that such Member would have a
deficit  Capital  Account  balance  in  excess  of  such  sum  after  all  other
allocations  provided  for in this  Section  6.2 have  been  made as if  Section
6.2(c)(iii) and this  6.2(c)(iv) were not in the Agreement.  It is the intent of
the Members that this Section  6.2(c)(iv)  constitute a gross income  allocation
and be interpreted to effectuate such intent.

(v)  Company  Nonrecourse  Deductions  shall  be  allocated  to the  Members  in
proportion to their Profits Interests.

(vi) Member  Nonrecourse  Deductions  attributable to a Member  Nonrecourse Debt
shall be  allocated to the Member (or  Members)  that bear the economic  risk of
loss for such  Member  Nonrecourse  Debt in  accordance  with  Treas.  Reg.  ss.
1.704-2(i)(1).

(d) Curative Allocations. The Regulatory Allocations are intended to comply with
certain  requirements of the Treasury  Regulations under Code Section 704(b). It
is the intent of the  Members  that,  to the  extent  possible,  all  Regulatory
Allocations  shall be offset either with other  Regulatory  Allocations  or with
special  allocations of other items of Company  income,  gain, loss or deduction
pursuant to this Section 6.2(d). Therefore,  notwithstanding any other provision
of this Section 6.2 (other than the Regulatory Allocations), the Managing Member
shall make such offsetting special allocations of Company income,  gain, loss or
deduction in whatever reasonable manner it determines appropriate so that, after
such offsetting  allocations are made, each Member's Capital Account balance is,
to the extent  possible,  equal to the Capital Account balance such Member would
have had if the  Regulatory  Allocations  were not part of the Agreement and all
items of  Company  items of  income,  gain,  loss or  deduction  were  allocated
pursuant to Sections 6.2(a) and 6.2(b).  In exercising its discretion under this
Section 6.2(d),  the Managing  Member shall take into account future  Regulatory
Allocations under Sections 6.2(c)(i) and 6.2(c)(ii) that, although not yet made,
are likely to offset other Regulatory Allocations previously made under Sections
6.2(c)(v)  and  6.2(c)(vi).  This Section  6.2(d) is intended to minimize to the
extent possible and to the extent necessary any economic  distortions  which may
result from  application of the Regulatory  Allocations and shall be interpreted
in a manner consistent therewith.

(e) Special  Allocations  In  Connection  With  Liquidation.  In the case of the
Fiscal Year in which the Company is liquidated  (and,  to the extent  necessary,
for prior  Fiscal  Years) the Profits  and Losses (or, to the extent  necessary,
items  thereof)  shall be  allocated  in such a  manner,  as  determined  by the
Managing  Member,  as is necessary to provide a Capital Account balance for each
Member equal to the amount that such Member would receive if all of the proceeds
of liquidation of the Company were  distributed  among the Members in accordance
with Section 6.1(a)  (determined as if (i) the Company were not  liquidating and
that such distributable amounts were Net Cash Flow, and, (ii) only distributions
actually  made under  Section  6.1(a) prior to  liquidation  shall be taken into
account and no additional  amounts will be deemed to be distributed with respect
to Tax Distribution Amounts).
                                      -54-
<PAGE>

6.3. Tax Allocations.  All items of income,  gain, loss, and deduction,  and all
tax preferences,  depreciation,  accelerated cost recovery system deductions and
investment  interest  and other tax items of the  Company  for each  Fiscal Year
(collectively  referred to as "Company Tax Items")  shall be  allocated  for tax
purposes to the Members in accordance with this Section 6.3.

(a) Except as provided in Sections 6.3(b) and 6.3(c), Company Tax Items shall be
allocated  for tax  purposes  in  accordance  with the  allocations  of items of
income,  gain,  loss,   deduction,   Company  Nonrecourse   Deductions,   Member
Nonrecourse  Deductions,  Profits, and Losses under Section 6.2. For purposes of
the  preceding  sentence,  an  allocation  to a Member of a share of  Profits or
Losses  shall be treated as an  allocation  to such  Member of the same share of
each Company Tax Item that is taken into  account in  computing  such Profits or
Losses.

(b) Gain or loss upon sale or other  disposition of any Property  contributed to
the Company or any depreciation,  amortization, or other cost recovery deduction
allowable with respect to the basis of Property contributed to the Company shall
be  allocated  for tax  purposes  among the  contributing  and  non-contributing
Members so as to take into account the difference between the adjusted tax basis
and the Agreed  Value of the  Property  on the date of its  contribution  to the
extent permitted by Treas.  Reg. ss. 1.704-3 or such superseding  regulations as
may be  promulgated  in  accordance  with Section  704(c) of the Code. In making
allocations  pursuant to the preceding  sentence,  the Managing Member may apply
any method or convention required or permitted by Section 704(c) of the Code.

(c) Except as provided in Section 6.3(b), if there has been an adjustment to the
Members' Capital  Accounts  pursuant to Section 4.3(e) to reflect the unrealized
income, gain, loss, or deduction inherent in Company Property, Company Tax Items
with respect to such Property shall be allocated to the Members for tax purposes
so as to take into account the difference between the adjusted tax basis of such
Property and the value at which it is reflected in the Members' Capital Accounts
in the same manner as variations  between the adjusted tax basis and fair market
value  of  Property  contributed  to the  Company  are  taken  into  account  in
determining the Members'  allocations of Company Tax Items under Section 6.3(b).
The allocations under this Section 6.3(c) are intended to comply with paragraphs
(b)(2)(iv)(f)(4)  and  (b)(4)(i)  of  Treas.  Reg.  ss.  1.704-1  and  shall  be
interpreted consistently with such regulation to effectuate such intent.

(d) To the extent  consistent  with the intent of the parties to this Agreement,
accounting  matters  relating to  allocations  of Profits  and  Losses,  Capital
Accounts,  and allocations of items of federal income tax significance  shall be
handled  in such a way that the  allocations  of items  of  federal  income  tax
significance  will  have  substantial  economic  effect  or  will  otherwise  be
respected for federal income tax purposes.
                                      -55-
<PAGE>

6.4.     Other Allocation Rules.

(a) All other items that must be allocated to the Members  shall be allocated to
the Members in accordance  with the allocation of Profits and Losses as provided
in Section 6.2 of this Agreement.

(b) The Members are aware of the income tax consequences of the allocations made
by this Section 6 and hereby agree to be bound by the provisions of this Section
6 in reporting their shares of Company income and loss for income tax purposes.

(c) Solely for purposes of determining a Member's proportionate share of the
"excess nonrecourse liabilities" of the Company, within the meaning of Treas.
Reg. ss. 1.752-3(a)(3), the Members' interests in Company profits are in
proportion to their Profits Interests.

(d) To the extent  permitted  by Treas.  Reg.  ss.  1.704-2(h)(3),  the Managing
Member shall endeavor not to treat distributions of Net Cash Flow as having been
made  from  the  proceeds  of a  Company  nonrecourse  liability  or  a  Company
nonrecourse debt.

6.5.  Allocation  Savings  Provision.  The  allocation  method set forth in this
Section 6 is intended to allocate  Profits and Losses to the Members for federal
income tax purposes in accordance  with their economic  interests in the Company
while  complying with the  requirements  of Code Section 704(b) and the Treasury
Regulations promulgated thereunder. If in the reasonable opinion of the Managing
Member,  the allocation of Profits or Losses  pursuant to the provisions of this
Section 6 shall not (i) satisfy the  requirements  of Code Section 704(b) or the
Treasury  Regulations  thereunder,  (ii) comply with any other provisions of the
Code or Treasury Regulations or (iii) properly take into account any expenditure
made by the  Company or  transfer of a Company  Interest,  then  notwithstanding
anything to the contrary  contained in the preceding  provisions of this Section
6,  Profits  and Losses  shall be  allocated  in such  reasonable  manner as the
Managing Member determines to be required so as to reflect properly (i), (ii) or
(iii), as the case may be; provided,  however,  that any change in the method of
allocating  Profits or Losses shall not materially alter the economic  agreement
between the Members.

6.6.  Members'  Varying  Interests.  In the event of any changes in any Member's
Company  Interest  during the Fiscal Year,  then for purposes of this Section 6,
the Managing  Member shall take into  account the  requirements  of Code Section
706(d) and shall have the right to select any  reasonable  method of determining
the varying interests of the Members during the Fiscal Year which satisfies Code
Section 706(d).  See Section 7.9 for additional  rules relating to distributions
and allocations in respect to Transferred Company Interests.
                                      -56-
<PAGE>

SECTION 7

                               Transfer Provisions

7.1. Restriction on Transfers.  Except as otherwise permitted by this Agreement,
no Member  shall  Transfer  all or any portion of his Company  Interest.  In the
event that any Member pledges or otherwise encumbers any of its Company Interest
as security for the payment of an obligation,  any such pledge or  hypothecation
shall be made pursuant to a pledge or hypothecation  agreement that requires the
pledgee or secured party to be bound by all of the terms and  conditions of this
Section  7. For  purposes  of this  Section  7, any  Transfer  of a  partnership
interest in RCP Investments, L.P., shall be deemed to be a Transfer of a Company
Interest,  and RCP Investments,  L.P., shall not permit it to be effected unless
it is done in  compliance  with the  provisions  of this Section 7 applicable to
Transfers of Company Interests as if the holder thereof were a Member.

7.2. Permitted  Transfers.  Subject to the conditions and restrictions set forth
in Section 7.3 hereof,  a Member may at any time  Transfer all or any portion of
his or its  Company  Interest  to (a) any other  Member,  (b) any  member of the
transferor's  Family, (c) any Affiliate of the transferor,  (d) the transferor's
executor,  administrator,  trustee,  or  personal  representative  to whom  such
Company  Interest are transferred at death or involuntarily by operation of law,
or (e) any  Purchaser in  accordance  with Section 7.4 hereof (any such Transfer
being  referred to in this  Agreement as a "Permitted  Transfer").  For purposes
hereof, a Member's "Family" shall include only (i) such Member's spouse, natural
or adoptive lineal ancestors or descendants,  sisters, brothers, (ii) trusts for
the exclusive  benefit of one or more of the Member and such other persons,  and
(iii) corporations,  partnerships or limited liability  companies  substantially
all of the  securities  of which are held by one or more of the  Member and such
other persons.

7.3.  Conditions to Permitted  Transfers.  A Transfer  shall not be treated as a
Permitted  Transfer  under  Section  7.2 hereof  unless and until the  following
conditions are satisfied or waived by the Managing Member:

(a)  Except  in the  case of a  Transfer  of a  Company  Interest  at  death  or
involuntarily  by operation of law, the transferor and transferee  shall execute
and deliver to the Company such  documents and  instruments of conveyance as may
be necessary or  appropriate  in the opinion of counsel to the Company to effect
such Transfer and to confirm the agreement of the  transferee to be bound by the
provisions of this Section 7. In the case of a Transfer of a Company Interest at
death or  involuntarily  by operation of law, the Transfer shall be confirmed by
presentation  to the  Company of legal  evidence of such  Transfer,  in form and
substance  satisfactory  to counsel to the  Company.  In all cases,  the Company
shall be  reimbursed  by the  transferor  and/or  transferee  for all  costs and
expenses that it reasonably incurs in connection with such Transfer.

(b)  The  transferor   and  transferee   shall  furnish  the  Company  with  the
transferee's taxpayer identification number, sufficient information to determine
the transferee's initial tax basis in the Company Interest transferred,  and any
other  information  reasonably  necessary  to  permit  the  Company  to file all
required  federal and state tax returns and other legally  required  information
statements or returns.  Without  limiting the generality of the  foregoing,  the
Company shall not be required to make any distribution otherwise provided for in
this Agreement  with respect to any  transferred  Company  Interest until it has
received such information.
                                      -57-
<PAGE>

(c)  Except  in the  case of a  Transfer  of a  Company  Interest  at  death  or
involuntarily  by operation of law, the  transferor  shall provide an opinion of
counsel,  which opinion and counsel shall be satisfactory to the Company, to the
effect  that (i) such  Transfer  is  exempt  from  all  applicable  registration
requirements,  including  the  Securities  Act of  1933,  as  amended,  and  any
applicable  state  securities  laws,  (ii) such  Transfer will not result in the
Company being deemed an investment  company within the meaning of the Investment
Company Act of 1940,  (iii) such  Transfer will not result in the Company or any
person  providing  services to the Company becoming subject to the provisions of
the  Investment  Adviser's Act of 1940,  and (iv) such Transfer will not violate
any applicable laws regulating the Transfer of securities.

(d)   The transferor shall comply with the provisions of Section 7.8 and 7.11
hereof.

7.4.  Right  of  First  Refusal.  In  addition  to  the  other  limitations  and
restrictions  set forth in this  Section 7, except as  permitted  by Section 7.2
hereof, no Member other than Riggs National  Corporation or an Affiliate thereof
shall  Transfer  all or  any  portion  of his  Company  Interest  (the  "Offered
Interests")  unless such Member (the  "Seller")  complies with the terms of this
Section 7.4.

(a)  Limitation  on  Transfers.  No Transfer  may be made under this Section 7.4
unless the Seller has received a bona fide written offer (the "Purchase  Offer")
from a Person (the  "Purchaser") to purchase the Offered Interest for a purchase
price (the "Offer  Price")  denominated  and payable in United States dollars at
closing or according to specified terms, with or without  interest,  which offer
shall be in  writing  signed by the  Purchaser  and shall be  irrevocable  for a
period ending no sooner than the day  following the end of the Offer Period,  as
hereinafter defined.

(b) Offer  Notice.  Prior to making any Transfer that is subject to the terms of
this  Section  7.4,  the Seller  shall give to the  Company  and Riggs  National
Corporation  written  notice (the "Offer  Notice") which shall include a copy of
the Purchase Offer and an offer (the "Firm Offer") to sell the Offered Interests
to the Company or Riggs  National  Corporation  (the  "Offerees")  for the Offer
Price,  payable  according to the same terms as (or more  favorable  terms than)
those  contained in the Purchase  Offer,  provided  that the Firm Offer shall be
made without regard to the  requirement of any earnest money or similar  deposit
required of the Purchaser  prior to closing,  and without regard to any security
(other  than the Offered  Interest)  to be  provided  by the  Purchaser  for any
deferred portion of the Offer Price.

(c) Offer Period.  The Firm Offer shall be irrevocable  for a period (the "Offer
Period")  ending at 11:59 P.M.,  local time at the Company's  principal place of
business, on the ninetieth day following the day of the Offer Notice.
                                      -58-
<PAGE>

(i)  Acceptance  of Firm Offer.  At any time during the first sixty (60) days of
the Offer Period,  any Offeree who is a Member may, by giving  written notice of
acceptance to the Seller,  accept the Firm Offer as to the Offered Interest.  In
the event that within  sixty (60) days of the Offer  Period,  the Company or, if
the Company does not do so, Riggs National Corporation (the "Accepting Offeree")
accepts the Firm Offer with  respect to all of the Offered  Interests,  the Firm
Offer  shall  be  deemed  to be  accepted,  and the  Offered  Interest  shall be
purchased by the Accepting Offeree.

(d) Closing of Purchase Pursuant to Firm Offer. In the event that the Firm Offer
is accepted,  the closing of the sale of the Offered  Interest  shall take place
within thirty (30) days after the Firm Offer is accepted or, if later,  the date
of closing set forth in the Purchase Offer. The Seller and the Accepting Offeree
shall execute such documents and  instruments as may be necessary or appropriate
to effect the sale of the  Offered  Interest  pursuant  to the terms of the Firm
Offer and this Section 7.

(e) Sale Pursuant to Purchase Offer If Firm Offer Rejected. If the Firm Offer is
not accepted in the manner hereinabove provided, the Seller may sell the Offered
Interest to the  Purchaser at any time within sixty (60) days after the last day
of the Offer  Period,  provided  that  such sale  shall be made on terms no more
favorable to the Purchaser  than the terms  contained in the Purchase  Offer and
provided  further  that such sale  complies  with other terms,  conditions,  and
restrictions of this Agreement that are applicable to sales of Company Interests
and are not expressly made  inapplicable  to sales  occurring under this Section
7.4.

7.5. Prohibited Transfers.  Any purported Transfer of a Company Interest that is
not a  Permitted  Transfer  shall be null  and  void  and of no force or  effect
whatever; provided that, if the Company is required to recognize a Transfer that
is not a Permitted  Transfer (or if the Managing Member, in its sole discretion,
elects to recognize a Transfer that is not a Permitted  Transfer),  the interest
Transferred shall be strictly limited to the transferor's  rights to allocations
and  distributions as provided by this Agreement with respect to the transferred
Company  Interest,  which  allocations and distributions may be applied (without
limiting  any other  legal or  equitable  rights of the  Company) to satisfy any
debts, obligations, or liabilities for damages that the transferor or transferee
of such Company  Interest may have to the Company.  In the case of a Transfer or
attempted Transfer of a Company Interest that is not a Permitted  Transfer,  the
parties  engaging or attempting  to engage in such  Transfer  shall be liable to
indemnify  and hold  harmless  the Company and the other  Members from all cost,
liability, and damage that any of such indemnified Persons may incur (including,
without limitation, incremental tax liability and lawyers' fees and expenses) as
a result of such  Transfer  or  attempted  Transfer  and  efforts to enforce the
indemnity granted hereby.

7.6. Rights of Unadmitted  Assignees.  A Person who acquires one or more Company
Interests but who is not admitted as a Substitute Member pursuant to Section 7.7
hereof shall be entitled only to allocations and  distributions  with respect to
such Company Interest in accordance with this Agreement, and shall have no right
to any  information  or accounting  of the affairs of the Company,  shall not be
entitled to inspect the books or records of the Company,  and shall not have any
of the rights of a Member under the Act or this Agreement.
                                      -59-
<PAGE>

7.7.  Admission as Substitute  Members.  A transferee of Company Interest may be
admitted to the Company as a  Substitute  Member only upon  satisfaction  of the
conditions  set forth below in this Section 7.7,  unless  waived by the Managing
Member:

(a) The Company  Interest with respect to which the transferee is being admitted
was acquired by means of a Permitted Transfer;

(b) The  transferee  becomes a party to this  Agreement as a Member and executes
such documents and  instruments as the Members may reasonably  request as may be
necessary or appropriate  to confirm such  transferee as a Member in the Company
and such transferee's agreement to be bound by the terms and conditions hereof;

(c) The  transferee  pays or reimburses  the Company for all  reasonable  legal,
filing,  and  publication  costs that the Company incurs in connection  with the
admission of the transferee as a Member with respect to the Transferred  Company
Interest;

(d) The transferee  provides the Company with evidence  satisfactory  to counsel
for the Company that such  transferee has made each of the  representations  and
undertaken  each of the  warranties  applicable  to it  described  in Section 11
hereof; and

(e) If the  transferee is not an individual of legal  majority,  the  transferee
provides the Company with  evidence  satisfactory  to counsel for the Company of
the authority of the  transferee to become a Member and to be bound by the terms
and conditions of this Agreement.

7.8.  Covenants.  Each Member hereby  represents,  covenants and agrees with the
Company  for the  benefit of the  Company  and all  Members,  that (i) he is not
currently making a market in Company Interests and will not in the future make a
market in Company  Interests,  (ii) he will not Transfer his Company Interest on
an  established  securities  market,  a  secondary  market  (or the  substantial
equivalent  thereof)  within  the  meaning  of Code  Section  7704(b)  (and  any
regulations,   proposed   regulations,   revenue  rulings,   or  other  official
pronouncements  of the Internal Revenue Service or Treasury  Department that may
be  promulgated  or  published   thereunder),   and  (iii)  in  the  event  such
Regulations,   revenue  rulings,  or  other  pronouncements  treat  any  or  all
arrangements which facilitate the selling of partnership interests and which are
commonly  referred to as  "matching  services"  as being a  secondary  market or
substantial  equivalent  thereof,  he will not Transfer  any Interest  through a
matching  service that is not  approved in advance by the  Company.  Each Member
further  agrees that he will not Transfer any Interest to any Person unless such
Person  agrees to be bound by this  Section  7.8 and to  Transfer  such  Company
Interest only to Persons who agree to be similarly  bound.  The Managing  Member
may,  from time to time and at the  request  of an Member,  consider  whether to
approve a matching  service and shall notify all Members of any matching service
that is so approved.
                                      -60-
<PAGE>

7.9.  Distributions and Allocations in Respect to Transferred  Company Interest.
If any Company Interest is sold, assigned, or Transferred during any Fiscal Year
in compliance with the provisions of this Section 7, Profits,  Losses, each item
thereof,  and all other items attributable to the Transferred  Interest for such
Fiscal  Year shall be divided  and  allocated  between  the  transferor  and the
transferee by taking into account their varying  Company  Interests  during such
Fiscal  Year in  accordance  with Code  Section  706(d),  using any  conventions
permitted by law and selected by the Members. All distributions on or before the
date of such Transfer  shall be made to the  transferor,  and all  distributions
thereafter  shall be made to the transferee.  Solely for purposes of making such
allocations  and  distributions,  the Company shall  recognize such Transfer not
later than the end of the calendar month during which it is given notice of such
Transfer,  provided  that, if the Company is given notice of a Transfer at least
ten (10) Business Days prior to the Transfer the Company  shall  recognize  such
Transfer as the date of such Transfer, and provided further that, if the Company
does not receive a notice  stating the date such  Interest was  Transferred  and
such other information as the Members may reasonably  require within thirty (30)
days after the end of the Fiscal Year during which the transfer occurs, then all
such items  shall be  allocated,  and all  distributions  shall be made,  to the
Person who, according to the books and records of the Company,  was the owner of
the  Interest  on the last day of the  Fiscal  Year  during  which the  Transfer
occurs.  Neither the Company nor any Member shall incur any liability for making
allocations and  distributions in accordance with the provisions of this Section
7.9,  whether or not any Member or the Company has  knowledge of any Transfer of
ownership of any Interest.

7.10.    Tax Elections.

(a) In the event of a Transfer  of all or part of a Company  Interest by sale or
exchange or on death of a Member,  upon request of the  transferee  Member,  the
Company shall elect, pursuant to Section 754 of the Code, to adjust the basis of
the Company's Property with respect to such Member; provided,  however, that the
transferee  Member  shall bear all costs  incurred by the Company as a result of
the election. Any tax items or aspects attributable to the aforesaid adjustments
to  basis  (whether  consisting  of  additional  depreciation  deductions  or  a
reduction  of gain on  sale or  otherwise)  shall  be  allocated  solely  to the
transferee  Member.  Each Member shall,  at its own expense,  within thirty (30)
days of request from the Company,  furnish to the Company such information as is
reasonably  necessary to accomplish the  adjustments in basis provided for under
the Section 754 election.

(b) The Managing  Member shall cause the Company to make or revoke all other tax
elections  provided  for under the Code.  Each Member who  transfers  all or any
portion of its Company  Interest shall furnish the Company with all  information
required  to enable the  Company to fulfill  any  federal  income tax  reporting
requirements imposed with respect to such transfer.
                                      -61-
<PAGE>

SECTION 8

                    Sale of Assets and Dissolution of Company

8.1.  Dissolution  of  the  Company.  The  Company  shall  be  dissolved  on the
occurrence of any of the following events:

(a)      the sale of all or substantially all of the assets of the Company;

(b)      the expiration of the term of the Company in accordance with Section
         2.12;

(c)      the determination of the Managing Member to dissolve the Company; or

(d)      otherwise by operation of law.

8.2.  Heirs and  Executors.  The Members  agree that this  Operating  Agreement,
including, without limitation, the terms and conditions of this Section 8, shall
be binding upon any of their heirs, executors, administrators,  successors, and,
subject to Section 7 hereof, assigns.

SECTION 9

                          Distribution Upon Dissolution

9.1.     Distributions Upon Dissolution.

(a) Upon the dissolution of the Company,  the Members or the Persons required by
law to wind up the Company's  affairs shall  liquidate the assets of the Company
and apply and  distribute the proceeds of such  liquidation  as follows,  unless
required otherwise by law:

(i) first, to the payment of debts and liabilities of the Company,  exclusive of
those debts and liabilities  set forth in clauses (ii) and (iii) hereof,  and to
the payment of the expenses of winding up;

(ii)  second,  to the  payment  of any  accrued  any  unpaid  fees due under the
investment  advisory agreement with the Investment Advisor and any other amounts
payable to any Member  (other than  amounts  payable to a Member  solely in such
Member's capacity as a Member of the Company);

(iii)  third,  to the  setting  up of  reasonable  reserves  for any  contingent
liabilities  and  obligations  of the Company,  provided  that any such reserves
shall be held for such  period as the Members or other  Persons so  distributing
shall deem  advisable for the purpose of disbursing  such reserves in payment of
such  liabilities  or  obligations  and, at the  expiration of such period,  the
balance of such reserves, if any, shall be distributed as hereinafter provided;

(iv)  fourth,  to the  Members to the extent of,  and in  proportion  to,  their
positive Capital Account  balances as adjusted to reflect Company  operations up
to and including the liquidation.
                                      -62-
<PAGE>

(b) If the  Members  or the  Persons  required  by law to wind up the  Company's
affairs, in their sole discretion (and whether or not in accordance with Section
6.1(d)), shall determine that a portion of the Property should be distributed in
kind to the  Members,  the Members or such  Persons,  as the case may be,  shall
obtain an appraisal as of a date  reasonably  close to the date of  liquidation.
The  Capital  Accounts  shall be  adjusted as provided in Section 4.3 to reflect
each Member's  share of the  unrealized  appreciation  (or loss) with respect to
such  distributed  Property.  The distribution of any such Property (or portions
thereof  as  tenants  in  common)  in kind to a  Member  shall be  considered  a
distribution  of an amount equal to the  Property's  appraised fair market value
(or portion thereof) for purposes of this Section 9.1.

9.2. Time for Liquidation.  A reasonable time shall be allowed for the orderly
liquidation of the assets of the Company and the discharge of liabilities.

9.3. Statements Upon Dissolution. By no later than one hundred twenty (120) days
after the dissolution and termination of the Company,  each of the Members shall
be furnished with statements similar, so far as may be practicable, to those set
forth in Section 10.2 hereof prepared by the certified public accountant for the
Company as of and for the period ending with the date of complete liquidation.

SECTION 10

                      Books of Account, Records and Reports

10.1. Books and Records of the Company. Proper and complete records and books of
account  of the  Company  shall be kept or  caused  to be kept by an  accountant
approved by the Managing Member,  in which shall be entered fully and accurately
all  transactions and such other matters relating to the Company Business as are
usually entered into records and books of account  maintained by Persons engaged
in businesses of a like character.  The Company's  annual  financial  statements
shall be prepared on an accrual  basis in  accordance  with  generally  accepted
accounting principles. The books and records shall at all times be maintained at
the  principal  offices  of the  Company,  and  shall be open to the  reasonable
inspection  and  examination  of any  Member or such  Member's  duly  authorized
representatives during reasonable business hours.

10.2. Tax Information to Members.  Within ninety (90) days after the end of each
Fiscal  Year of the  Company,  the  Company  shall send to each Person who was a
Member at any time  during such  Fiscal  Year such tax  information,  including,
without limitation,  Federal Tax Schedule K-1, as shall be reasonably  necessary
for the  preparation  of such Member's  federal  income tax return.  This period
shall be automatically extended by the period of any delay beyond the control of
the  Members,  such as a delay  resulting  from the  failure of a third party to
provide required tax information to the Company in a timely manner.
                                      -63-
<PAGE>

10.3. Tax Matters Member.  Riggs National  Corporation  shall be the Tax Matters
Member and shall be  designated  as such on all  relevant  forms or in any other
manner as designated by applicable law or regulation; provided, however, that if
at any time Riggs National  Corporation  ceases to be the Managing Member,  then
the  Members  by  Majority  vote may select  another  Member to serve as the Tax
Matters  Member.  The Tax Matters Member shall have all powers needed to perform
its duties, including, without limitation, the power to retain all attorneys and
accountants  of its  choice.  The  Tax  Matters  Member  shall  be  entitled  to
reimbursement  from the Company for all necessary and  reasonable  out-of-pocket
expenses incurred in performing his duties as Tax Matters Member.

10.4.  Tax Returns.  The Managing  Member shall cause income and other  required
federal,  state and local tax returns  for the Company to be prepared  and to be
timely  filed with the  appropriate  authorities  making such  elections  as the
Managing Member shall  reasonably deem to be in the best interest of the Company
and the Members.

SECTION 11

                         Representations and Warranties

                  Each of the Members hereby  represents and warrants to each of
the remaining Members as follows:

11.1.  Such  Member has power to execute,  deliver  and perform his  obligations
under  this  Agreement.   This  Agreement  constitutes  the  valid  and  binding
obligation of such Member,  enforceable against him in accordance with its terms
except as enforcement  may be limited by laws governing  bankruptcy,  insolvency
and similar matters and by general principles of equity.

11.2. The execution,  delivery and performance of his  obligations  hereunder by
such Member do not conflict  with,  violate,  or  constitute a breach or default
under any law, regulation, judicial or administrative order, contract, indenture
or other agreement to which such Member is a party or subject or by which he may
be bound.

11.3. There is not pending or, to the best knowledge of such Member,  threatened
or  pending  against  such  Member  any  claim,  suit,  action  or  governmental
proceeding,  that would, if adversely determined,  materially impair the ability
of such Member to perform his obligations hereunder.

SECTION 12

                                  Miscellaneous

12.1. Notices. All notices under this Agreement shall be in writing and shall be
deemed to have been given when delivered personally, or, if sent by an overnight
delivery service  maintaining  records of receipt,  on the first business day of
actual  receipt.  Notices shall be addressed to the Members at the addresses set
forth on  Schedule A or to such other  address as the Members  shall  specify by
written notice to the Company and the other Members.  Notices shall be addressed
to the Company at: 800 17th Street,  N.W.,  Washington,  D.C.  20006, or to such
other address as the Company may specify by written notice to the Members.
                                      -64-
<PAGE>

12.2.  Amendments.  This Agreement  constitutes the full and complete  agreement
between  the parties  hereto with  respect to the  subject  matter  hereof,  and
supersedes all prior agreements, understandings, letters of intent, term sheets,
and similar  evidences of prior intent.  This Agreement may be amended only with
the written consent of the Members by  Supermajority  Vote;  provided,  however,
that no amendment may materially  and adversely  affect the rights of any Member
relative to the other  Members  without the  consent of the  adversely  affected
Member.

12.3.  Additional  Documents.  Each Member agrees to execute and acknowledge all
documents and writings reasonably  necessary to the creation of this Company and
the achievement of its purposes,  specifically including,  without limitation, a
certificate of formation and all amendments thereto, as well as any cancellation
thereof.

12.4.  Successors  and  Assigns.  Except as  herein  otherwise  provided  to the
contrary,  this Agreement  shall be binding upon and inure to the benefit of the
parties hereto, their successors and assigns.

12.5. Interpretation and Governing Law. When the context in which words are used
in this  Agreement  indicates  that such is the  intent,  words in the  singular
number shall  include the plural,  and vice versa,  the  masculine  gender shall
include the neuter or female  gender,  and "or" is used in the inclusive  sense.
Headings or titles contained herein are inserted only as a matter of convenience
and in no way define,  limit, extend or interpret the scope of this Agreement or
any particular Section hereof. This Agreement shall be governed and construed in
accordance with the laws of the State of Delaware,  without giving regard to the
conflict of laws provisions thereof.

12.6. Severability. If any provision, sentence, phrase or word of this Agreement
or the application  thereof to any Person or circumstance shall be held invalid,
the remainder of this Agreement, or the application of such provision, sentence,
phrase or word to  Persons or  circumstance,  other than those as to which it is
held invalid, shall not be affected thereby.

12.7. Counterparts. This Agreement may be executed in several counterparts, each
of which shall be deemed an original,  but all of which shall constitute one and
the same instrument.

12.8. Third Parties.  The agreements,  covenants and  representations  contained
herein are for the benefit of the Members  hereto and are not for the benefit of
any third parties including, without limitation, any creditors of the Company.
                                      -65-
<PAGE>

                  IN WITNESS  WHEREOF,  the parties have executed this Operating
Agreement as of the day and year first above written.


RIGGS NATIONAL CORPORATION



By/s/TIMOTHY C. COUGHLIN                          /s/J. CARTER BEESE, JR.
     -------------------                             --------------------
     President                                       J. Carter Beese, Jr.





RCP Investments, L.P.



By /s/ J. CARTER BEESE, JR.
       --------------------
       J. Carter Beese, Jr., General Partner

                                      -66-
<PAGE>




                                   SCHEDULE A

                     MEMBERS OF RIGGS CAPITAL PARTNERS, LLC

                                     Members
<TABLE>
<CAPTION>



           Members' Names               Initial Capital       Maximum Annual        Capital Interest        Profits
           And Addresses                  Contribution      Capital Contribution                            Interest
<S>                                     <C>                 <C>                          <C>                 <C>

Riggs National Corporation              Equity Interests    $58,616,171.17               99%                 79.2%
800 17th Street, N.W.                     listed below
Washington, D.C.  20006

RCP Investments L.P.                          $500                  None                  0%                 20.0%
800 17th Street, N.W.
Washington, D.C.  20006
Attn:  J. Carter Beese, Jr.

J. Carter Beese, Jr.                    Equity interests    $592,082.54                   1%                  0.8%
800 17th Street, N.W.                     listed below
Washington, D.C.  20006

</TABLE>


Contributed Equity Interests:

NOTE:  Equity  interests are being  contributed by Riggs  National  Corporation,
which has held  such  interests  99% for the  benefit  of itself  and 1% for the
benefit of J. Carter Beese, Jr., in the manner previously agreed to by them.

Stock Interests
---------------

Company                             Number of Shares and Class
-------                             --------------------------

omitted-proprietary and confidential

Partnership Interests
---------------------

Partnership                                          Percentage Interest
-----------                                          -------------------

omitted-proprietary and confidential
                                      -67-