**EXHIBIT
      10.18**








**EXECUTION
      COPY**








**BILL
      OF SALE AND ASSIGNMENT AND**


**ASSUMPTION
      AGREEMENT**





**FOR
      VALUE RECEIVED** ,
      the
      receipt, sufficiency and adequacy of which hereby are acknowledged, TIB BANK,
      a
      bank chartered under the laws of the State of Florida (the "Bank"), hereby
      does
      sell, transfer, assign, bargain, convey, deliver, abandon, and set over unto **NOVA
      INFORMATION SYSTEMS, INC** .,
      a
      Georgia corporation ("NOVA"), its successors and assigns, all of the Bank's
      right, title, and interest in and to all properties, assets, and rights
      identified as the "Assets Sold" in Section 1.1 of the Merchant Asset Purchase
      Agreement dated as of December ___, 2005, by and among the Bank, TIB Financial
      Corp. and NOVA (the "Merchant Asset Purchase Agreement"), which is incorporated
      herein by this reference.





The
      Bank
      fully represents, warrants and agrees that it is the true, lawful, and sole
      owners of the Assets Sold hereby sold, transferred, assigned, bargained,
      conveyed, delivered, abandoned, and set over; that it has the full, complete,
      and lawful right, power, and authority to execute this Bill of Sale and
      Assignment and Assumption Agreement and to so sell, transfer, assign, bargain,
      convey, deliver, abandon and set over the Assets Sold; that the rights, title
      and interests in the Assets Sold hereby sold, transferred, assigned, bargained,
      conveyed, delivered, abandoned and set over constitute good and marketable
      title
      to the Assets Sold, free and clear of all security interests, security deeds,
      liens, restrictions, encumbrances, leases, easements, and claims or rights
      of
      third parties of every kind and nature whatsoever; and that no other person,
      firm,  corporation
      or entity of any kind has any claim to or interest in the Assets
      Sold.





From
      time
      to time and at all times hereafter, upon the reasonable request of NOVA, the
      Bank will do, execute, acknowledge and deliver or cause to be done, executed,
      acknowledged and delivered all such further acts, deeds, assignments, transfers,
      conveyances, powers of attorney, and assurances as may be reasonably required
      by
      NOVA in order to more effectively carry out the purposes and intents evidenced
      by this Bill of Sale and Assignment and Assumption Agreement and to transfer
      the
      Assets Sold to NOVA.




In
      furtherance of Section 1.2 of the Merchant Asset Purchase Agreement, NOVA hereby
      assumes and agrees to pay and discharge all liabilities and obligations which
      are identified and defined as "Assumed Liabilities" in Section 12.1 of the
      Merchant Asset Purchase Agreement in a commercially reasonable manner and as
      provided for according to the terms of such Assumed Liabilities.




This
      Bill
      of Sale and Assignment and Assumption Agreement may be executed in any number
      of
      counterparts, all of which taken together shall constitute one and the same
      instrument.







*(Signatures
      on following page)*





The
      undersigned have caused this Bill of Sale and Assignment and Assumption
      Agreement to be executed by their duly authorized officers as of the ____ day
      of
      December, 2005.








**“BANK”**
            
            **“NOVA”****TIB
                BANK**
            
            **NOVA
                INFORMATION SYSTEM, INC.**By:
            
            
            By:Name:
            
            
            Name:Title:
            
            
            Title: