SECOND AMENDMENT TO THE OPERATING AND SERVICES AGREEMENT

Exhibit 10.4

SECOND AMENDMENT TO THE
OPERATING AND SERVICES AGREEMENT

         THIS SECOND AMENDMENT (“Second Amendment”) to the OPERATING AND SERVICES AGREEMENT (the “Original Agreement”), is made as of this 1st day of January 2002, by and between Riggs Bank N.A. (“Riggs”), and RCP Investments, L.P. (“Investment Company I”) and RCP Investments II, LLC (“Investment Company II). Riggs, Investment Company I and Investment Company II are herein collectively referred to as the “parties.”

RECITALS

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

(Signatures are on next page.)

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JOINDER TO
THE OPERATING AND SERVICES AGREEMENT OF
RIGGS CAPITAL PARTNERS, LLC
AND
RIGGS CAPITAL PARTNERS II, LLC

         Concurrently with the execution of the Second Amendment to the Operating and Services Agreement (the “Services Agreement”) of Riggs Capital Partners, LLC and Riggs Capital Partners II, LLC, RCP Ventures Management Inc. has executed this Joinder thereto.

WITNESSTH

         WHEREAS, RCP Ventures Management Inc. was formed to provide certain investment and management services to Riggs Capital Partners, LLC (“Fund I”) and Riggs Capital Partners II, LLC (“Fund II”) in exchange for equitable compensation;

         WHEREAS, the above mentioned investment and management services have been provided prior to the execution of this Joinder to Fund I by RCP Investments, LLC (“Investments I”) and Fund II by RCP Investments II, LLC (“Investments II”);

         WHEREAS, the members of Fund I, being Riggs National Corporation and Investments I, who are the parties to the Operating Agreement dated as of November 30, 1999, the First Amendment thereto dated December 1, 2000 and the Second Amendment thereto dated March 31, 2001, have concurrently with the execution of this Joinder, executed the Third Amendment to the Operating Agreement, which designated RCP Ventures Management Inc. as the Investment Advisor (as that term is defined in such agreement) to Fund I;

         WHEREAS, the members of Fund II, being Riggs National Corporation and Investments II, who are the parties to the Operating Agreement dated as of October 1, 2000, have concurrently with the execution of this Joinder, executed the First Amendment to the Operating Agreement, which designated RCP Ventures Management Inc. as the Investment Advisor (as that term is defined in such agreement) to Fund II;

         WHEREAS, Fund I and Investments I, who are the parties to the Investment and Management Agreement dated as of December 1, 2000, have concurrently herewith executed the First Amendment to such agreement which designated RCP Ventures Management Inc. as the Management Company (as that term is defined in such agreement) for Fund I and concurrently herewith RCP Ventures Inc. executed a Joinder to such Investment and Management Agreement;

         WHEREAS, Fund II and Investments II, who are the parties to the Investment and Management Agreement dated as of December 1, 2000, have concurrently herewith executed the First Amendment to such agreement which designated RCP Ventures Management Inc. as the Management Company (as that term is defined in such agreement) for Fund II, and

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concurrently herewith RCP Ventures Management Inc. executed a Joinder to such Investment and Management Agreement; and

         WHEREAS, Riggs Bank N.A. and Investments I, who are parties to the Operating and Services Agreement dated as of December 1, 2000, and along with Investments II are parties to the First Amendment thereto dated as of December 1, 2000, have all concurrently herewith executed the Second Amendment to such agreement which designated RCP Ventures Management Inc. as the Management Company (as that term is defined in such agreement).

         NOW THEREFORE, in consideration of the actions taken that are listed above and the premises hereinafter set forth:

         The undersigned, RCP Ventures Management Inc., hereby executes this Joinder and in so doing agrees to be bound by the terms and conditions applicable to the Management Company (as that term is defined in the Operating and Services Agreement and the amendments thereto) and shall for such purposes be deemed a party to the Operating and Services Agreement and the amendments thereto.

Dated: January 1, 2002

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