RIGGS NATIONAL CORP
RCPIIOPAGREEMENT
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<TYPE>EX-10
<SEQUENCE>8
<FILENAME>rcp2opagreement.htm
<DESCRIPTION>RCPIIOPAGREEMENT
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<p align=right>Exhibit Page 89</p>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>OPERATING
AGREEMENT</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>OF</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>RIGGS
CAPITAL PARTNERS II, LLC</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>a Delaware
Limited Liability Company</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS
OPERATING AGREEMENT, entered into as of the 1st day of October, 2000, by and
among the persons listed on Schedule A hereto (the &#147;Members&#148;), being
all of the members of RIGGS CAPITAL PARTNERS II, LLC, a Delaware limited
liability company (the Company&#148;); </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>W I T N E S
S E T H:</U></FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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; </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW,
THEREFORE, in consideration of the premises and the mutual promises hereinafter
set forth, the parties hereto do hereby agree to the following: </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SECTION 1</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Definitions</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following capitalized terms used in this Agreement shall have the following
meanings: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.1.
&#147;<U>Act</U>&#148; shall mean the Delaware Limited Liability Company Act, as the same may be
amended from time to time.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.2.
&#147;<U>Adjusted Capital Account Balance</U>&#148; shall mean a Member&#146;s
Capital Account balance (a) increased by any amount that such Member is
obligated to restore under Treas. Reg. &#167;&#160;1.704-1(b)(2)(ii)(c)
(including any addition thereto pursuant to the next to last sentences of Treas.
Reg. &#167;&#160;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.
&#167;&#160;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&#146;s Capital Account after making the adjustments described in the
preceding sentence. </FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1</FONT></P>

<page>
<p align=right>Exhibit Page 90</p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.3.
&#147;<U>Affiliate</U>&#148; 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
&#147;controls,&#148; &#147;is controlled by,&#148; or &#147;is under common
control with&#148; 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.4.
&#147;<U>Agreed Value</U>&#148; 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.5.
&#147;<U>Agreement</U>&#148; shall mean this Operating Agreement, as amended from time to time.</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.6.
&#147;<U>Bankruptcy</U>&#148; 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&#146;s
assets or property; (iii) the ordering of the winding up or liquidation of such
Person&#146;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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.7.
&#147;<U>Capital Account</U>&#148; shall mean the capital account to be maintained by the Company for
each Member in accordance with Section 4.3.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.8.
&#147;<U>Capital Contributions</U>&#148; 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.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.9.
&#147;<U>Capital Interest</U>&#148; shall mean the percentage of total capital
contributions allocable to a Member, as set forth on Schedule A. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.10.
&#147;<U>Cash Reserve</U>&#148; 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. </FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2</FONT></P>

<page>
<p align=right>Exhibit Page 91</p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.11.
&#147;<U>Code</U>&#148; shall mean the Internal Revenue Code of 1986, as amended (or any corresponding
provision or provisions of succeeding law).</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.12.
&#147;<U>Company</U>&#148; shall mean Riggs Capital Partners II, LLC, a Delaware limited liability
company.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.13.
&#147;<U>Company Business</U>&#148; shall mean the business in which the Company
shall engage from time to time under Section 2.2 hereof. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.14.
&#147;<U>Company Interest</U>&#148; 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.15.
&#147;<U>Company Minimum Gain</U>&#148; shall mean the amount of Company minimum gain, computed in the
manner set forth in Treas. Reg.ss.1.704-2(d).</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.16.
&#147;<U>Company Nonrecourse Deduction</U>&#148; shall mean the amount of nonrecourse deductions
computed in the manner set forth in Treas. Reg.ss.1.704-2(c).</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.17.
&#147;<U>Company Tax Items</U>&#148; 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.18.
&#147;<U>Compliance Manual</U>&#148; shall have the meaning set forth in Section 5.2.</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.19.
&#147;<U>Contributing Members</U>&#148; shall mean the Members other than the Special Member.</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.20.
&#147;<U>Default Rule</U>&#148; shall mean a provision of the Act that would apply to the Company
unless otherwise provided in, or modified by, the Agreement.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.21.
&#147;<U>Distributable Amounts</U>&#148; means Net Cash Flow from investments
made by the Company for which J. Carter Beese or RCP Investments II, LLC has
served as the Investment Advisor, or from any reinvestment of proceeds from such
investments. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.22.
&#147;<U>Fiscal Year</U>&#148; shall mean an annual accounting period ending
December 31 of each year during the term of the Company; <U>provided</U>,
<U>however</U>, 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. </FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3</FONT></P>

<page>
<p align=right>Exhibit Page 92</p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.23.
&#147;<U>Investment Account</U>&#148; shall mean the investment account to be maintained by the
Company for each Member in accordance with Section 4.4.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.24.
&#147;<U>Investment Advisor</U>&#148; shall mean RCP Investments II, LLC, or
such other person as may hereafter be designated as investment advisor to the
Company. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.25.
&#147;<U>Majority Vote</U>&#148; shall mean the affirmative vote of Members holding more than 50% of
the total Profits Interests held by the Members.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.26.
&#147;<U>Managing Member</U>&#148; shall have the meaning ascribed thereto in Section 5.1.</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.27.
&#147;<U>Member</U>&#148; 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.28.
&#147;<U>Member Nonrecourse Debt</U>&#148; 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).</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.29.
&#147;<U>Member Nonrecourse Debt Minimum Gain</U>&#148; 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.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.30.
&#147;<U>Member Nonrecourse Deduction</U>&#148; shall mean the amount of partner nonrecourse deductions
as computed under Treas. Reg.ss.1.704-2(i)(2).</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.31.
&#147;<U>Net Cash Flow</U>&#148; 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&#146;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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.32.
&#147;<U>Net Income Amount</U>&#148; 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. </FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4</FONT></P>

<page>
<p align=right>Exhibit Page 93</p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.33.
&#147;<U>Net Market Value</U>&#148; with respect to the Company&#146;s assets
shall mean the fair market value of Company&#146;s total assets, net of total
liabilities, as determined in good faith by the Managing Member. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.34.
&#147;<U>Person</U>&#148; 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.35.
&#147;<U>Portfolio Company</U>&#148; shall mean a Person in which the Company holds a Portfolio
Investment.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.36.
&#147;<U>Portfolio Investment</U>&#148; 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.37.
&#147;<U>Priority Return</U>&#148; 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.38.
&#147;<U>Profits</U>&#148; or &#147;<U>Loss</U>&#148; shall mean, for each
Fiscal Year, the Company&#146;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: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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. </FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5</FONT></P>

<page>
<p align=right>Exhibit Page 94</p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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. &#167; 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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&#146;s Profits for such Fiscal Year, and if a negative amount, such
amount shall be the Company&#146;s Loss for such Fiscal Year. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.39.
&#147;<U>Profits Interest</U>&#148; shall have the meaning set forth in Section 3.1 hereof.</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.40.
&#147;<U>Profit Shortfall Account</U>&#148; 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). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.41.
&#147;<U>Property</U>&#148; 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.</FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6</FONT></P>

<page>
<p align=right>Exhibit Page 95</p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.42.
&#147;<U>Regulatory Allocations</U>&#148; shall mean the allocations described in Section 6.2(c).</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.43.
&#147;<U>Short-Term Investments</U>&#148; 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&#146;s funds. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.44.
&#147;<U>Special Member</U>&#148; shall mean RCP Investments II, LLC, a Delaware limited liability
company, and its successors and assigns.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.45.
&#147;<U>Substitute Member</U>&#148; shall mean a transferee of a Company
Interest admitted as a Substitute Member in accordance with Section 7.7 hereof. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.46.
&#147;<U>Supermajority Vote</U>&#148; shall mean the affirmative vote of the
Members holding at least 67% of the total Profits Interests held by the Members. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.47.
&#147;<U>Tax Distribution Amount</U>&#148; shall mean, with respect to a Member
for a Fiscal Year, such Member&#146;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&#146;s request to adjust the
amount of such Member&#146;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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.48.
&#147;<U>Tax Matters Member</U>&#148; shall mean the Member designated as the Tax Matters Member
pursuant to Section 10.3.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.49.
&#147;<U>Tax Rate</U>&#148; 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<B> </B>income tax rate for individuals residing in that State for such
Fiscal Year. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.50.
&#147;<U>Transfer</U>&#148; 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.51.
&#147;<U>Unpaid Priority Amount</U>&#148; shall mean, with respect to a Member
for a Fiscal Year, the amount, if any, of such Member&#146;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&#146;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)). </FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7</FONT></P>

<page>
<p align=right>Exhibit Page 96</p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.52.
&#147;<U>Unpaid Priority Return</U>&#148; shall mean, with respect to a Member
for a Fiscal Year, the excess, if any, of (i) the sum of such Member&#146;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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.53.
&#147;<U>Unpaid Special Distribution Amount</U>&#148; 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)). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.54.
&#147;<U>Withdrawal</U>&#148; 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. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SECTION 2</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>General
Provisions</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.1.
<U>Formation of the Company</U>. 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.2.
<U>Purposes and Powers of the Company</U>.</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
The purposes for which the Company is formed are (i) to make, hold, and dispose of
Portfolio Investments in
accordance with the Company&#146;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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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. </FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8</FONT></P>

<page>
<p align=right>Exhibit Page 97</p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.3.
<U>Name of the Company</U>. The name of the Company shall be Riggs Capital
Partners II, 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.4.
<U>Place of Business of the Company</U>. The principal place of business of the
Company shall be 800 17<SUP>th</SUP> 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.5.
<U>Registered Office, Registered Agent</U>. 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.6.
<U>No Liability to Third Parties</U>. 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.7.
<U>Intent</U>. 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
&#147;partnership&#148; 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.8.
<U>Default Rules Under the Act</U>.  Regardless of whether this Agreement specifically refers
to a particular Default Rule:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
if it 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 modified or negated accordingly. </FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9</FONT></P>

<page>
<p align=right>Exhibit Page 98</p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.9.
<U>Title to Property</U>.  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.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.10.
<U>Payments of Individual Obligations</U>.  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.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.11.
<U>Independent Activities; Transactions with Affiliates</U>. 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.12.
<U>Term of the Company</U>. 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 10<SUP>th</SUP> 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. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SECTION 3</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Members and
Profits Interests</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.1.
<U>Profits Interest</U>.  Each Member's Profits Interest shall be determined under this
Section 3.1.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
Each Member's initial Profits Interest is set forth in Schedule A attached
hereto.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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 .</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.2.
<U>Additional Members and Interests</U>. 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. </FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10</FONT></P>

<page>
<p align=right>Exhibit Page 99</p>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SECTION 4</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Capital
Contributions and Capital Accounts</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.1.
<U>Capital Contributions</U>.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
Such additional Capital Contributions shall be in compliance with
reasonable loss limits;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
Such contributions shall be consistent with other capital priorities
of Riggs National Corporation;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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 </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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).</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.2.
<U>No Interest on or Right to Withdraw Capital Contributions</U>. 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. </FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11</FONT></P>

<page>
<p align=right>Exhibit Page 100</p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.3.
<U>Maintenance of Capital Accounts</U>.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
The Company shall maintain a separate Capital Account for each Member in
accordance with this Section 4.3.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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&#146;s Capital Account. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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. </FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>12</FONT></P>

<page>
<p align=right>Exhibit Page 101</p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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).</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.4.
<U>Maintenance of Investment Accounts</U>.</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
The Company shall maintain a separate Investment Account for each Member in
accordance with this Section 4.4.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
A Member's Investment Account shall be debited with the amount of any
distributions to such Member under Section 6.1(a)(ii).</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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.</FONT></P>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SECTION 5</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Management
and Operation of Business</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.1.
<U>Managing Member</U>. 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.</FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13</FONT></P>

<page>
<p align=right>Exhibit Page 102</p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.2.
<U>Management</U>. 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 &#147;Compliance Manual&#148;) setting forth standards of
conduct, investment policies, and other policies relating to the operation of
the Company. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.3.
<U>Investment Advisor</U>. 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.4.
<U>Meetings and Actions of the Members</U>.</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.5.
<U>Limitations of the Power of the Managing Member</U>. The Managing Member and the
Investment Advisor shall not cause or permit the Company to take any of the following actions without
Supermajority Approval:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
admit any additional Member;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
carry on any business other than as provided in Section 2.2 hereof;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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;</FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>14</FONT></P>

<page>
<p align=right>Exhibit Page 103</p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)
extend credit or make any loan to any Person, other than reasonable trade
credit offered in the
ordinary course of the Company&#146;s business and reasonable advances to
officers and employees not exceeding $5,000 in the aggregate to any one
employee; </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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&#146;s length transaction with an unrelated
party; or </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.6.
<U>Additional Restrictions</U>.  For so long as Riggs National Corporation is a Member, the
Company shall not, without the prior written consent of Riggs National Corporation:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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 </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.7.
<U>Officers of the Company</U>. 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.8.
<U>Cash Reserve</U>.  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.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.9.
<U>Compensation</U>. 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. </FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>15</FONT></P>

<page>
<p align=right>Exhibit Page 104</p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.10.
<U>Exculpation and Indemnity</U>. 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&#146;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. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SECTION 6</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Allocations
and Distributions</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.1.
<U>Distributions</U>.</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
<U>Net Cash Flow</U>.  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:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
First, to the Members in proportion to, and to the extent of, each
Member's Tax Distribution Amount for such Fiscal Year;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
Second, to the Members in proportion to, and to the extent of, the
outstanding balances in their respective Investment Accounts;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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)); </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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 </FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16</FONT></P>

<page>
<p align=right>Exhibit Page 105</p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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. </FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
<U>Tax Distributions</U>.  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.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
<U>Liquidation and Dissolution</U>.  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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)
<U>Distributions in Kind</U>.  In the event that, prior to any sale by the Company of
any securities of a
Portfolio Investment (&#147;Sale Securities&#148;) 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&#146;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&#146;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 &#147;Net Cash Flow&#148; for the purpose of Section
6.1(a). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.2.
<U>Allocation of Profits and Losses</U>.</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
<U>Allocation of Profits</U>.  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:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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. </FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>17</FONT></P>

<page>
<p align=right>Exhibit Page 106</p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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&#146; Profit Shortfall Accounts for the current Fiscal Year, among the
Members in proportion to, and to the extent of, each Member&#146;s Profit
Shortfall Account. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
<U>Allocation of Losses</U>.   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: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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.
&#167;&#160;1.704-1(b)(2)(ii)(<U>d</U>). 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. </FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>18</FONT></P>

<page>
<p align=right>Exhibit Page 107</p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
<U>Regulatory Allocations</U>.  The following special allocations shall be made in
the following order:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)
If any Member unexpectedly receives an adjustment, allocation, or
distribution of the type
contemplated by Treas. Reg. &#167;&#160;1.704-1(b)(2)(ii)(<U>d</U>)(<U>4</U>),
(<U>5</U>), or (<U>6</U>) that causes or increases a deficit in such
Member&#146;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. &#167;&#160;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.
&#167;&#160;1.704-1(b)(2)(ii)(<U>d</U>) and be interpreted consistently with
such regulation to effectuate such intent. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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.
&#167;&#167;&#160;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. </FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>19</FONT></P>

<page>
<p align=right>Exhibit Page 108</p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)
Company Nonrecourse Deductions shall be allocated to the Members in
proportion to their Profits Interests.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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).</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)
<U>Curative Allocations</U>.
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&#160;6.2(d).
Therefore, notwithstanding any other provision of this Section&#160;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&#146;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&#160;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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)
<U>Special Allocations In Connection With Liquidation</U>.  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). </FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>20</FONT></P>

<page>
<p align=right>Exhibit Page 109</p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.3.
<U>Tax Allocations</U>. 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 &#147;Company Tax Items&#148;) shall be allocated
for tax purposes to the Members in accordance with this Section 6.3. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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. &#167;&#160;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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
Except as provided in Section 6.3(b), if there has been an adjustment to the
Members&#146; 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&#146; 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&#146; 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. &#167;&#160;1.704-1 and
shall be interpreted consistently with such regulation to effectuate such
intent. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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. </FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>21</FONT></P>

<page>
<p align=right>Exhibit Page 110</p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.4.
<U>Other Allocation Rules</U>.</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.5.
<U>Allocation Savings Provision</U>. 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.6.
<U>Members&#146; Varying Interests</U>. In the event of any changes in any
Member&#146;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. </FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>22</FONT></P>

<page>
<p align=right>Exhibit Page 111</p>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SECTION 7</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Transfer
Provisions</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.1.
<U>Restriction on Transfers</U>. 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&#160;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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.2.
<U>Permitted Transfers</U>. 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&#146;s Family, (c) any Affiliate of the transferor, (d) the
transferor&#146;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 &#147;Permitted
Transfer&#148;). For purposes hereof, a Member&#146;s &#147;Family&#148; shall
include only (i) such Member&#146;s spouse, natural or adoptive lineal ancestors
or descendants, sisters and brothers, (ii) trusts for the exclusive benefit of
one or more of the Members and such other persons, (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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.3.
<U>Conditions to Permitted Transfers</U>.  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:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
The transferor and transferee shall furnish the Company with the transferee's
taxpayer identification
number, sufficient information to determine the transferee&#146;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. </FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>23</FONT></P>

<page>
<p align=right>Exhibit Page 112</p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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,
and (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&#146;s Act
of 1940, and (iv) such Transfer will not violate any applicable laws regulating
the Transfer of securities. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)
The transferor shall comply with the provisions of Section 7.8 and 7.11 hereof.
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.4.
<U>Right of First Refusal</U>. 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 &#147;Offered
Interests&#148;) unless such Member (the &#147;Seller&#148;) complies with the
terms of this Section 7.4. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
<U>Limitation on Transfers</U>.  No Transfer may be made under this Section 7.4
unless the Seller has
received a bona fide written offer (the &#147;Purchase Offer&#148;) from a
Person (the &#147;Purchaser&#148;) to purchase the Offered Interest for a
purchase price (the &#147;Offer Price&#148;) 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
<U>Offer Notice</U>.  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 &#147;Offer Notice&#148;) which shall include a copy of the Purchase Offer
and an offer (the &#147;Firm Offer&#148;) to sell the Offered Interests to the
Company or Riggs National Corporation (the &#147;Offerees&#148;) 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
<U>Offer Period</U>.  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.</FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>24</FONT></P>

<page>
<p align=right>Exhibit Page 113</p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)
<U>Acceptance of Firm Offer</U>.  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 &#147;Accepting Offeree&#148;) 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)
<U>Closing of Purchase Pursuant to Firm Offer</U>.  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&#160;7. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)
<U>Sale Pursuant to Purchase Offer If Firm Offer Rejected</U>.  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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.5.
<U>Prohibited Transfers</U>. Any purported Transfer of a Company Interest that
is not a Permitted Transfer shall be null and void and of no force or effect
whatsoever; 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&#146;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&#146; fees and expenses) as a result of such Transfer or attempted
Transfer and efforts to enforce the indemnity granted hereby. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.6.
<U>Rights of Unadmitted Assignees</U>. 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. </FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>25</FONT></P>

<page>
<p align=right>Exhibit Page 114</p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.7.
<U>Admission as Substitute Members</U>.  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:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
The Company Interest with respect to which the transferee is being admitted
was acquired by means of a Permitted Transfer;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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; </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.8.
<U>Covenants</U>. 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 &#147;matching services&#148; 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 a Member, consider whether
to approve a matching service and shall notify all Members of any matching
service that is so approved. </FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>26</FONT></P>

<page>
<p align=right>Exhibit Page 115</p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.9.
<U>Distributions and Allocations in Respect to Transferred Company Interest</U>.
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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.10.
<U>Tax Elections.</U></FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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&#146;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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SECTION 8</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Sale of
Assets and Dissolution of Company</FONT></H1>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>27</FONT></P>

<page>
<p align=right>Exhibit Page 116</p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.1.
<U>Dissolution of the Company</U>.  The Company shall be dissolved on the occurrence of any
of the following events:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
the sale of all or substantially all of the assets of the Company;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
the expiration of the term of the Company in accordance with Section 2.12;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
the determination of the Managing Member to dissolve the Company; or</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)
otherwise by operation of law.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.2.
<U>Heirs and Executors</U>. 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. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SECTION 9</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Distribution
Upon Dissolution</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.1.
<U>Distributions Upon Dissolution</U>.</FONT>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
Upon the dissolution of the Company, the Members or the Persons required by
law to wind up the
Company&#146;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: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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&#146;s
capacity as a Member of the Company); </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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; </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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. </FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>28</FONT></P>

<page>
<p align=right>Exhibit Page 117</p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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&#146;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&#146;s appraised fair market
value (or portion thereof) for purposes of this Section 9.1. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.2.
<U>Time for Liquidation</U>.  A reasonable time shall be allowed for the orderly liquidation
of the assets of the Company and the discharge of liabilities.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.3.
<U>Statements Upon Dissolution</U>. 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. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SECTION 10</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Books of
Account, Records and Reports</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.1.
<U>Books and Records of the Company</U>. 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&#146;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&#146;s duly
authorized representatives during reasonable business hours. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.2.
<U>Tax Information to Members</U>. 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&#146;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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.3.
<U>Tax Matters Member</U>. 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. </FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>29</FONT></P>

<page>
<p align=right>Exhibit Page 118</p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.4.
<U>Tax Returns</U>. 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. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SECTION 11</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Representations
and Warranties</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
of the Members hereby represents and warrants to each of the remaining Members
as follows: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SECTION 12</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Miscellaneous</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.1.
<U>Notices</U>. 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 17<SUP>th</SUP> Street, N.W., Washington, D.C.
20006, or to such other address as the Company may specify by written notice to
the Members. </FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>30</FONT></P>

<page>
<p align=right>Exhibit Page 119</p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.2.
<U>Amendments</U>. 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.3.
<U>Additional Documents</U>. 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.4.
<U>Successors and Assigns</U>.  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.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.5.
<U>Interpretation and Governing Law</U>. 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 &#147;or&#148; 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.6.
<U>Severability</U>. 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.7.
<U>Counterparts</U>.  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.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.8.
<U>Third Parties</U>.  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.</FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>31</FONT></P>

<page>
<p align=right>Exhibit Page 120</p>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the parties have executed this Operating Agreement as of the day and year
first above written.</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>RIGGS NATIONAL CORPORATION</FONT></P>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>By:<U>/s/ Timothy C. Coughlin</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Timothy C. Coughlin<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;President</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>RCP Investments II, LLC</FONT></P>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>By:<U>/s/ JCB Jr.</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;J. Carter Beese, Jr.<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Managing Member</FONT></P>


<PAGE>
<p align=right>Exhibit Page 121</p>



<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SCHEDULE A</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>MEMBERS OF
RIGGS CAPITAL PARTNERS, LLC</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Members</U></FONT></H1>
<TABLE>
<TR align=center>
<TD WIDTH=25% height=100>Members' Names<BR>
<U>And Addresses</U></TD>
<TD WIDTH=20% height=100>Initial Capital<BR>
<U>Contribution</U></TD>
<TD WIDTH=25% height=100>Maximum Additional<BR>
<U>Capital Contribution</U></TD>
<TD WIDTH=15% height=100>Capital<BR>
<U>Interest</U></TD>
<TD WIDTH=15% height=100>Profits<BR>
<U>Interest</U></TD>
</TR>
<TR align=center>
<TD WIDTH=25% height=100>Riggs National Corporation<BR>
800 17th Street, N.W.<BR>
Washington, D.C.  20006</TD>
<TD WIDTH=20% height=100>$500</TD>
<TD WIDTH=25% height=100>$98,999,500.00</TD>
<TD WIDTH=15% height=100>99%</TD>
<TD WIDTH=15% height=100>80.0%</TD>
</TR>
<TR align=center>
<TD WIDTH=25% height=100>RCP Investments II, LLC<BR>
800 17th Street, N.W.<BR>
Washington, D.C.  20006<BR>
Attn:  J. Carter Beese</TD>
<TD WIDTH=20% height=100>$500</TD>
<TD WIDTH=25% height=100>$999,500</TD>
<TD WIDTH=15% height=100>1%</TD>
<TD WIDTH=15% height=100>20.0%</TD>
</TR>
</TABLE>

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