FIRST AMENDMENT TO

                               OPERATING AGREEMENT

                                       OF

                           RIGGS CAPITAL PARTNERS, LLC

                      a Delaware Limited Liability Company


                  THIS AMENDMENT, dated as of December 1, 2000, to the Operating
Agreement,  entered into  effective  as of the 30th day of  November,  1999 (the
"Original Agreement"), by and among Riggs National Corporation, RCP Investments,
L.P, and J. Carter Beese, Jr. (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 amend the Original Agreement in
certain respects, as set forth herein;

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

                  1.       Section 1.21 of the Original Agreement is amended to
read in its entirety as follows:

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

                  2.       Section 1.24 of the Original Agreement is amended to
read in its entirety as follows:

                  "Investment Advisor" shall mean RCP Investments, L.P., or such
         other person as may hereafter be  designated  as investment  advisor to
         the Company.

                  3.       Section 5.9 of the Original Agreement is amended to
read in its entirety as follows:

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<PAGE>

                  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 an Investment and  Management  Agreement with
         the Investment Advisor, which will entitle the Investment Advisor to
         receive an annual management  fee  equal  to Two  Percent  (2%) of
         $100,000,000,  or Two Million  Dollars  ($2,000,000),  out of  which
         amount  the  Investment Advisor  shall fund all expenses of operating
         and managing the Company, excluding  origination  expenses  for raising
         funds  from  additional Members, but including,  without limitation,
         any expenses for goods or services  provided  to or  for  the  benefit
         of  the  Company  or  the Investment Advisor pursuant to an Operating
         and Services Agreement with Riggs Bank N.A.

                  4.  Except  as  specifically  provided  herein,  the  Original
Agreement shall remain in full force and effect.  This Amendment may be executed
in  any  number  of  counterparts,  all  of  which  shall  constitute  a  single
instrument. This Amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, successors and assigns.

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



RIGGS NATIONAL CORPORATION



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





RCP Investments, L.P.



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