THIRD AMENDMENT TO THE OPERATING AGREEMENT OF RIGGS CAPITAL PARTNERS II, LLC a Delaware Limited Liability Company

Exhibit 10.2

THIRD AMENDMENT TO
THE OPERATING AGREEMENT OF
RIGGS CAPITAL PARTNERS II, LLC

a Delaware Limited Liability Company

     THIS THIRD AMENDMENT is entered into as of January 1, 2004 (the “First Amendment”), by and between RIGGS NATIONAL CORPORATION (the “Managing Member” and a “Member”), RCP INVESTMENTS II, LLC (a “Member”) and RCP VENTURES MANAGEMENT INC. (“Investment Advisor”) amending the Operating Agreement of RIGGS CAPITAL PARTNERS II, LLC, a Delaware limited liability company (the “Company”), dated as of the 1st day of October, 2000, as amended by that First Amendment to the Operating Agreement of Riggs Capital Partners II, LLC dated as of January 1, 2002 (“First Amendment”), as amended by that Second Amendment to the Operating Agreement of Riggs Capital Partners II, LLC dated as of January 1, 2003 (“Second Amendment”), and as joined by RCP Ventures Management Inc. by Joinder to the Operating Agreement of Riggs Capital Partners II, LLC. The Original Agreement, the First Amendment and Joinder are collectively referred to herein as the “Operating Agreement.”

WITNESSTH

     WHEREAS, the sole Members of the Company are Riggs National Corporation and RCP Investments II, LLC;

     WHEREAS, the Members and RCP Ventures Management Inc. wish to amend Section 5.9 of the Original Agreement to state that the compensation to be paid to the Investment Advisor will be equal to $115,000 for the calendar year of 2004, or 0.38333% of $30,000,000, and will be equal to zero for the calendar year 2005;

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

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THIRD AMENDMENT TO
THE OPERATING AGREEMENT OF
RIGGS CAPITAL PARTNERS II, LLC

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

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