**EXHIBIT
      10.16**








**EXECUTION
      COPY**








**MARKETING
      AND SALES ALLIANCE AGREEMENT**





**THIS
      MARKETING AND SALES ALLIANCE AGREEMENT** (this
      "Agreement") is made, entered into, and effective as of this 29th day of
      December, 2005 by and among **TIB
      BANK** ,
      a bank
      chartered under the laws of the State of Florida (the "Bank"), **TIB
      FINANCIAL CORP.** ,
      a
      Florida corporation and the sole shareholder of the Bank ("Parent") (for
      purposes of Article III and Article VII only, but only to the extent that
      Article VII relates to a breach of Parent's obligations under Article III),
      and **NOVA
      INFORMATION SYSTEMS, INC** .,
      a
      Georgia corporation (“NOVA”)





**BACKGROUND
      AND PURPOSE**





A.  The
      Bank
      has sold to NOVA all of the Bank's merchant bankcard transaction processing
      assets pursuant to that certain Merchant Asset Purchase Agreement dated as
      of
      even date herewith by and among the Bank and NOVA (the "Purchase
      Agreement").





B.  The
      Bank
      and NOVA now desire to enter into, in connection with the Purchase Agreement,
      a
      mutually beneficial marketing relationship, as set forth herein.





**THE
      AGREEMENT**





**NOW,
      THEREFORE** ,
      for and
      in consideration of the mutual covenants and agreements herein contained, and
      other valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto do hereby agree as follows:





**ARTICLE
      I**





**DEFINITIONS**





1.1  **Certain
      Defined Terms.** For
      purposes of this Agreement, the following capitalized terms shall have the
      following meanings:





***“AuxiIiary
      Documents”*** ** has
      the
      meaning set forth in Section 2.1 (a) hereof.





***“Cash
      Advance”*** ** has
      the
      meaning set forth in Section 3.1 hereof.





***“Confidential
      Information”*** ** has
      the
      meaning set forth in Section 2.8 hereof.





***“Credit
      Card”*** ** means
      (i)
      a VISA card or other card bearing the symbol(s) of VISA U.S.A, Inc. or VISA
      International, Inc., or (ii) a MasterCard card or other card bearing the
      symbol(s) of MasterCard International Incorporated, or (iii) any card bearing
      the symbols of any other Credit Card Association.





***“Credit
      Card Associations”*** ** means
      (i)
      VISA U.S.A., Inc., (ii) VISA International, Inc., (ill) MasterCard International
      Incorporated, or (iv) any other Credit Card-sponsoring organization or
      association that hereafter contracts with the Bank to settle Merchant sales
      transactions effected with its Credit Cards, and any successor organization
      or
      association to any of the foregoing.





***“Credit
      Loss”*** ** means
      any
      loss, including but not limited to a chargeback, resulting from or attributable
      to the failure by a Merchant to pay amounts owed by it under a Merchant
      Agreement.





***"Debit
      Card"*** ** means
      a
      card with a magnetic stripe bearing the symbol(s) of one or more EFT Networks
      or
      Credit Card Associations which enables the holder to pay for goods or services
      by authorizing an electronic debit to the cardholder's designated deposit
      account.





***“Dues
      and Assessments”*** ** mean
      fees
      charged by the Payment Networks and retained by the Payment Networks to fund
      their operations. The fees consist of a percentage of the total sales
      transaction as set by each Payment Network.




***"EFT
      Network"*** ** means
      Star.





***"Financial
      Transaction Device" or "FTD"*** ** means
      any
      Credit Card, Debit Card or any other financial transaction device, such as
      a
      stored value card, electronic card "smart" card, electronic check or other
      evolutionary financial transaction device used for the purpose of obtaining
      credit or debiting consumer accounts that is now or hereafter effected through
      transactions with merchants.




***"Flat
      Fee"*** ** has
      the
      meaning set forth in Section 2.3(a) hereof.





***"Initial
      Term"*** ** has
      the
      meaning set forth in Section 5.1 hereof.





***"Interchange"*** ** means
      the
      fee charged by the Payment Networks and remitted by the


Payment
      Networks to the card-issuing members. The fee typically consists of a percentage
      of the total sales transaction plus a per item fee, each as set by each Payment
      Network. The fee can vary based on the type of merchant, method of authorization
      and other criteria stipulated by each Payment Network.





***"Involuntary
      Bankruptcy Proceeding"*** ** with
      respect to a Person means that a case or other proceeding shall be commenced
      against the person or any subsidiary of such Person in any court of competent
      jurisdiction, or through any regulatory agency or body, seeking (i) relief
      under
      the Bankruptcy Code of 1978, as amended, or other federal bankruptcy laws (as
      now or hereafter in effect) or under any other applicable laws, domestic or
      foreign, relating to bankruptcy, insolvency, reorganization, winding up, or
      composition or adjustment of debts, or (ii) the appointment of a trustee,
      receiver, custodian, liquidator or the like of such Person, or of all or any
      substantial part of the assets, domestic or foreign, of such Person, or any
      other similar conservatorship or receivership proceeding instituted or
      administered by any regulatory agency or body.





***"Licensed
      Marks"*** ** has
      the
      meaning set forth in Section 2.5 hereof








***"Member"*** ** means
      a
      financial institution (including, if and to the extent permitted by the Payment
      Network Regulations, NOVA) that is a principal, sponsoring, affiliate, or other
      member of the Payment Networks and, with respect to any Merchant or Referred.
      Merchant, means the member of the Payment Networks that is a party to the
      Merchant Agreement with respect to such Merchant or Referred Merchant, as may
      be
      designated from time to ** time
      by
      NOVA pursuant to ** Section
      2.4 hereof.





***"Merchant
      Agreement"*** ** means
      an
      agreement between (i) NOVA and/or the Bank (and a Member), and (ii) a merchant,
      pursuant to ** which
      the
      merchant undertakes to honor Financial Transaction Devices, and includes,
      without limitation, all merchant agreements sold assigned, conveyed and
      transferred to NOVA by the Bank pursuant to ** the
      Purchase Agreement.





***"Merchant
      Discount"*** ** means
      the
      fee charged to ** Referred
      Merchants for the authorization, processing and settlement of Credit Card and
      Debit Card transactions. The fee typically consists of a percentage of the
      total
      sales transaction volume of a Referred Merchant, as such percentage is agreed,
      plus a per item fee. The fee can vary based on the type of Referred Merchant,
      method of authorization and other criteria stipulated by NOVA.





***"Merchant
      Bankcard Services"*** ** means
      FTD
      processing services and other related products and services, as provided by
      (or
      similar *to* the
      services provided by) NOVA and its subsidiaries and affiliates from time to
      time.





***"Net
      Sales Revenue"*** means,
      with respect to any Referred Merchant and with respect to ** any
      given
      period of time, the Merchant Discount plus Other
      Fee
      Revenue attributable to ** sales
      transactions by such Referred Merchant in which a customer utilizes a Credit
      Card or Debit Card, less Credit
      Losses, Interchange, Dues and Assessments and rebates, residuals or adjustments
      due to third parties that are attributable to ** such
      Referred Merchant; provided, in
      no ** event
      will Net Sales Revenue be deemed to ** include
      revenue attributable to Equipment.




**“New** ***Merchant
      Account Royalty”*** ** has
      the
      meaning set forth in Section 2.3(a) hereof.





***“Other
      Fee Revenue”*** ** means
      revenue from the following fees to be included in the calculation of Net Sales
      Revenue: (i) monthly statement fee; (ii) monthly minimum fee; (iii)
      authorization fees (including American Express, Diners, Discover and JCB);
      (iv)
      debit transaction fees; (v) application fees; and (vi) chargeback fees; provided ,
      in no
      event will Other Fee Revenue be deemed to include revenue attributable
      to ** Equipment.





***"Parent
      Entity"*** ** means
      any
      of Parent, the Bank, and their respective affiliates and subsidiaries in
      existence from time to time.





***"Payment
      Network"*** ** means
      any
      Credit Card Association, EFT Network or any other organization or association
      that issues or sponsors a Financial Transaction Device.





***"Payment
      Network Regulations"*** ** means,
      collectively, the rules and regulations promulgated by the Credit Card
      Associations, the EFT Networks or any other Payment Networks, as
      applicable.





***"Person"*** ** means
      any
      of a natural person, corporation, partnership, firm, association, limited
      liability company, trust, estate or other entity of any kind.





***“Referred
      Merchant”*** ** means
      a
      merchant referred to NOVA by the Bank pursuant to, and during the term of this
      Agreement (including any extensions and renewals hereof) that, as a result
      of
      such referral, enters into a Merchant Agreement with NOVA and the
      Member.





***"Requirements
      of Law"*** ** means
      with respect to any person, (a) any law (including common law), ordinance,
      judgment, order, decree, injunction, permit, statute, treaty, rule or
      regulation, regulatory bulletin or guidance, regulatory examination, order
      or
      recommendation, or determination of (or agreement with) an arbitrator or a
      governmental authority (including any financial services authority), applicable
      to such person, and (b) the applicable bylaws, rules, regulations, documentation
      and manuals promulgated or adopted by a Credit Card Association as amended
      or
      supplemented in accordance therewith from time to time, and that (c) with
      respect to both (a) and (b) above is applicable to the Merchant Bankcard
      Business, and the performance by the parties of their obligations
      hereunder.




***"Underwriting
      Guidelines"*** ** has
      the
      meaning set forth in Section 2.1 (b) hereof.





***"Voluntary
      Bankruptcy Proceeding"*** ** with
      respect to any Person means that the Person or any subsidiary of such Person
      shall (i) commence a voluntary case under the Bankruptcy Code of 1978, as
      amended, or other federal bankruptcy laws (as now or hereafter in effect),
      (ii)
      file a petition seeking to take advantage of any other applicable laws, domestic
      or foreign, relating to bankruptcy, insolvency, reorganization, winding up,
      or
      composition or adjustment of debts, or any other similar conservatorship or
      receivership proceeding instituted or administered by any regulatory agency
      or
      body, (iii) consent to or fail to contest, in a timely and appropriate manner,
      any petition filed against it in an involuntary case under such bankruptcy
      laws
      or other applicable laws or consent to an Involuntary Bankruptcy Proceeding,
      (iv) apply for or consent to, or fail to contest in a timely and appropriate
      manner, the appointment of or the taking of possession by, a trustee, receiver,
      custodian, liquidator or similar entity of such Person or of all or any
      substantial part of its assets, domestic or foreign, (v) admit in writing its
      inability to pay its debts as they become due, (vi) make a general assignment
      for the benefit of creditors, (vii) make a conveyance fraudulent as to creditors
      under any applicable law, or (viii) take any corporate action for the purpose
      of
      effecting any of the foregoing.





1.2  **Other
      Definitional Provisions** .
      Capitalized terms used herein and not otherwise defined herein shall have the
      meanings ascribed to such terms in the Purchase Agreement. Singular terms shall
      include the plural, and vice versa, unless the context otherwise requires.
      The
      words "hereof," "herein" and "hereunder" and words of similar import when used
      in this Agreement shall refer to this Agreement and not to any particular
      provision of this Agreement, and Section and Schedule references are to this
      Agreement, unless otherwise specified. The term "including" shall mean
      "including without limitation."





**ARTICLE
      II**





**MARKETING
      RELATIONSIDP; MERCHANT REFERRALS**





2.1  **Marketing;
      Referral of Merchants to NOV A.**





(a)  The
      Bank
      will actively, and through the use of all reasonable efforts, cooperate with
      NOVA, exclusively, in marketing Merchant Bankcard Services to merchants and
      prospective merchants (including the customers of the Bank). Such marketing
      services and assistance shall includes, without limitation, the distribution
      by
      the Bank of promotional and informational materials and supplies relating to
      the
      Merchant Bankcard Services conducted by NOVA and such other services and
      assistance as may reasonably be requested by NOVA. NOVA will provide the Bank
      access to all merchant applications and merchant agreements to be used in
      connection with the Merchant Bankcard Services, including supplies for cash
      advances to be effected by the Bank. The Bank covenants and agrees that it
      will
      only use and provide to merchants the applications and merchant agreements,
      and
      advertising, marketing, promotional and other related materials (collectively,
      "Auxiliary Documents"), supplied by or at the direction of: or approved in
      writing in advance, by NOV A. From time to time NOVA and the Bank shall, upon
      mutual agreement and at a reasonable cost to be borne by NOVA, develop enhanced
      promotional services, such as the provision of sales or marketing personnel
      or
      employee incentives for the Bank to undertake on behalf of NOVA. Further, the
      Bank shall provide to NOVA such office space at the Bank's locations as
      reasonably requested by NOVA, and as agreed by the Bank





(b)  During
      the term of this Agreement, and subject to the historical and reasonably
      anticipated future needs and performance of the portfolio governed and generated
      hereunder, NOVA will, at its expense, dedicate one (l) full-time sales employee
      (the "Sales Representative") to the development of its Merchant Bankcard
      Services business (as applicable) with the Bank and the Bank’s customers. The
      name and office location of the initial Sales Representative is set forth on Schedule
      2.1(b) hereto.





(c)  The
      Bank
      agrees to refer exclusively to NOVA any merchants, financial institutions,
      independent sales organizations, or other associations, institutions,
      organizations, entities, or other Persons that inquire about, request, or
      otherwise evidence an interest, to the Bank's knowledge, in Merchant Bankcard
      Services.. All such referrals shall be communicated to NOVA by the Bank in
      a
      manner to be mutually agreed upon by the parties hereto. Upon any such merchant
      referral, NOVA shall process such referral and corresponding merchant
      application in accordance with its practices and procedures, and otherwise
      in
      accordance with the credit policy, risk and underwriting guidelines then in
      effect for each of NOVA and the Member (collectively, the "Underwriting
      Guidelines"). If the referred merchant meets the Underwriting Guidelines, or
      if
      NOVA otherwise desires, then NOVA may attempt, in its sole discretion, to enter
      into a Merchant Agreement, and arrange for the Member to enter into a Merchant
      Agreement, with such merchant providing for the performance of such Merchant
      Bankcard Services by NOVA.





(d)  For
      the
      purposes of this Section 2.1, the defined term "Bank" shall include the Bank
      and
      any other Parent Entities that now or in the future provide banking
      services.





2.2  **Subsidies/Credit
      Enhancements.**





(a)  If
      the
      Bank refers to NOVA a merchant who desires to receive Merchant Bankcard Services
      and meets the Underwriting Guidelines, but such referred merchant is unwilling
      to offer discount revenue at a rate NOVA would otherwise require, then the
      Bank
      shall have the right (exercisable in its sole discretion), but not the
      obligation, to offer to subsidize such discount revenue by payment to NOVA
      of
      such amounts as NOVA may require. The Bank must agree to any such subsidy in
      writing in the form and upon such terms as are acceptable to NOVA; provided,
      however, that in no event shall NOVA or the Member be obligated to enter into
      a
      Merchant Agreement with any referred merchant with respect to whom the Bank
      has
      offered such a subsidy.





(b)  In
      the
      event NOVA or the Member declines to enter into a Merchant Agreement with any
      referred merchant in accordance with Section 2.1 (c), the Bank shall have the
      right (exercisable in its sole discretion), but not the obligation, to offer
      to
      NOVA and the Member such assurances and guarantees (including indemnification
      and/or credit enhancements), as may be requested by NOVA or the Member,
      providing neither NOVA nor the Member will incur or suffer any losses associated
      with the acceptance of such referred merchant; provided, however, that in no
      event shall NOVA or the Member be obligated to enter into a Merchant Agreement
      with any referred merchant with respect to whom the Bank has offered such
      assurances or guarantees.





2.3  **Payment
      of Royalties and Flat Fees** .





(a)  During
      the term of this Agreement (including any extensions or renewals hereof), and
      with respect to each Referred Merchant, NOVA shall pay to the Bank a royalty
      of
      ten percent (10%) of the Net Sales Revenue processed through NOVA's network
      by
      such Referred Merchant (the "New Merchant Account Royalty"), plus a flat,
      one-time fee of Fifty and No/l00 Dollars ($50.00) for each Referred Merchant
      (the "Flat Fee").





(b)  The
      New
      Merchant Account Royalty and the Flat Fee shall be calculated on a calendar
      quarter basis and shall be paid, in arrears, within forty five (45) days of
      the
      end of each calendar quarter with respect to which the New Merchant Account
      Royalty or Flat Fee is due hereunder.





2.4  **Ownership
      of Merchant Agreements** .
      Each of
      NOVA and the Bank acknowledges and agrees that any merchant that is a party
      to a
      Merchant Agreement does and. shall have a direct business relationship with
      NOVA. Subject to the Payment Network Regulations, and notwithstanding the Bank
      being a party to any such Merchant Agreement, or anything to the contrary in
      any
      Merchant Agreement, NOVA does and shall own, administer and control the Merchant
      Agreements and the relationship created thereby (such control shall include,
      without limitation, decisions regarding the continuance, amendment, assignment
      or termination of such Merchant Agreement). The Bank acknowledges and agrees
      that, with respect to any Merchant Agreement to which the Bank is a party,
      the
      Bank shall, upon the request of NOVA in NOVA's sole discretion, and with respect
      to any Merchant or Referred Merchant designated by NOVA, assign to NOVA and
      the
      Member all of ** the
      Bank's rights and obligations with respect to the Merchant Agreement relating
      to
      such Merchant or Referred Merchant. Upon any such request, the Bank agrees
      to
      execute all instruments and documents as may reasonably be requested by NOVA
      in
      order to effectuate the assignment of ** such
      rights and obligations. The Bank also agrees that NOVA may designate,
      redesignate, or substitute any financial institution to serve as the Member
      with
      respect to any merchant that is a party to a Merchant Agreement and the
      sponsorship of ** the
      Bank's activity hereunder. The Bank agrees to take such steps as may be
      reasonably be requested by NOVA to effect -any such change in the
      Member.





2.5  **Use
      of Bank's Licensed Marks** .
      The
      Bank hereby grants to NOVA a limited, non-exclusive, non-transferable,
      royalty-free license, during the term of this Agreement (including any
      extensions and renewals hereof), to use the Bank's name and other trademarks
      and
      service marks identified on Schedule
      2.5 attached
      hereto (the "Licensed Marks") on FTD transaction slips, in merchant agreements.,
      and in such other Auxiliary Documents furnished to merchants or to prospective
      merchants to the extent: (i) required by applicable provisions of the Payment
      Network Regulations; and (ii) as reasonably requested by NOVA. Notwithstanding
      the foregoing, the Bank shall, at all times, have the right to approve the
      use
      of the Licensed Marks, such approval not to be unreasonably withheld or delayed.
      Notwithstanding any termination of such license, the parties acknowledge that
      they shall not be obligated to recall or retrieve any information, media or
      document previously distributed on behalf of the Merchant Bankcard Business
      conducted hereunder.





2.6  **Servicing
      and Monitoring of Merchant Bank Card Accounts** .
      The
      parties hereto agree that all merchant bank card accounts of Merchants and
      Referred Merchants shall be serviced as follows:





(a)  Subject
      always to the Requirements of Law, each Referred Merchant and Merchant shall
      maintain a designated deposit account or accounts at the Bank or another
      depository institution approved .by NOVA and the Member. The Member shall be
      permitted access to any funds in such account to the extent funds are: needed
      to
      fund fees, assessments, charge-backs, returned items or any .other obligations
      of a Referred Merchant or Merchant to NOVA, the Member, the Payment Networks,
      or
      any FTD issuing bank or account holder.








(b)  To
      the
      best of ** its
      ability and at all times in compliance with the Requirements of Law, the Bank
      shall use all reasonable efforts to assist NOVA in its efforts to monitor the
      business activities and deposit accounts of Referred Merchants and Merchants
      and
      shall notify NOVA immediately of any information of which the Bank becomes
      aware
      and which would lead a prudent businessperson to believe or suspect that a
      Referred Merchant or Merchant is experiencing financial difficulty or engaging
      in improper conduct or violating the roles, regulations or procedures of the
      Payment Networks, NOVA or the Member. The Bank shall comply with all reasonable
      requests of NOVA and the Member to conduct investigations, supply information
      or
      perform any other act or thing relating to investigating Merchant or Referred
      Merchant activities and condition.





2.7  **Payment
      Network Licensing** .
      The
      Bank shall, to the extent required by the rules and regulations of the Payment
      Networks, obtain and maintain such memberships or licenses with the Payment
      Networks during the term of this Agreement (including any extensions and
      renewals hereof) as are necessary for NOVA and the Bank to fully perform their
      obligations hereunder. The Bank hereby covenants and agrees to comply in all
      respects with the rules and regulations promulgated by the Payment Networks
      necessary for the Bank to perform its obligations hereunder.





2.8  **Confidentiality
      .**





(a)  NOVA
      and
      the Bank acknowledge that, in the performance of the obligations of each of
      NOV
      A and the Bank under this Agreement, each of the parties will be in possession
      of confidential and proprietary information of the other parties and of
      Merchants and Referred Merchants, including customer lists and customer
      information, customer account numbers and account documentation, the status
      of
      any account, pricing information, computer access codes, instruction and/or
      procedural manuals, business and financial plans, the Operative Documents,
      and
      any other data or information in the possession of NOVA and the Bank which
      is
      competitively sensitive and not generally known to the public ("Confidential
      Information"). NOVA and the Bank also acknowledge that each of the parties
      has
      an obligation to protect and maintain the confidentiality of such Confidential
      Information. Each of NOV A and Bank agree to use all reasonable efforts to
      maintain the confidentiality of such Confidential Information and to not
      disclose such Confidential Information for any purpose other than to the extent
      necessary for the performance of the obligations contemplated under this
      Agreement, the Merchant Agreements, and the Merchant Bankcard Services conducted
      in connection herewith and therewith. Each party shall use all reasonable
      efforts to inform its employees, agents, representatives and independent
      contractors of the confidential nature of the Confidential Information and
      to
      cause them to comply with the terms of this Section 2.8. Notwithstanding the
      foregoing, the Bank and NOVA acknowledge and agree that the restrictions
      contained in this Section 2.8 shall not apply to any disclosures of such
      Confidential Information by NOVA or the Bank, as applicable, in connection
      with,
      or as may be required relating to. (a) the provision by NOVA of Merchant
      Bankcard Services under this Agreement or the other Operative Documents, or
      otherwise in connection with NOVA's or the Bank's performance of their
      respective obligations hereunder or thereunder, (b) such disclosure as may
      be
      required by applicable law or regulation or Payment Network Regulations, (c)
      such disclosure as is contained in or required to prepare any financial
      statements (including the notes thereto), (d) appropriate or necessary
      disclosure to banking  authorities
      or regulators, including as may result from NOVA's status as an affiliate of
      U.S. Bancorp or another bank, or (e) disclosure to U.S. Bancorp's Corporate
      and
      Compliance Units. Notwithstanding any provision of this Agreement, NOVA shall
      not divulge, directly or indirectly or through U.S. Bancorp or any of its
      affiliates, successors or assigns, any confidential information of the Bank,
      including information related to the Merchant Business, to U.S. Bank, N.A.
      which, in any manner, can be used for the purpose of soliciting customers of
      the
      Bank for any services other than the Merchant Bankcard Services. The covenants
      contained in this Section 2.8 shall survive for the duration of this Agreement
      and a period of three (3) years after the termination or expiration
      hereof.





(b)  If
      NOVA
      or the Bank breaches its duties under this Section 2.8, the parties agree that
      the nonbreaching party will suffer irreparable harm and the total amount of
      monetary damages therefor will be impossible to calculate and will therefore
      be
      an inadequate remedy. Accordingly, the parties agree that the nonbreaching
      party
      shall be entitled to temporary and permanent injunctive relief against the
      breaching party, its employees, agents, representatives, or independent
      contractors, and other rights and remedies to which any of them may be entitled
      at law, in equity and under this Agreement.




2.9 **Non-Competition
      Agreement.**The
      parties hereto acknowledge and agree that in connection with the Purchase
      Agreement and this Agreement, the parties have entered into the Non-Competition
      Agreement of even date herewith.







**ARTICLE
      III**





**BANK
      TRANSACTIONS**





3.1  **Acquisitions
      by and of the Bank** .





(a)  The
      Bank
      (for purposes of this Article III, the defined term "Bank" shall be deemed
      to
      include any Parent Entity, as the context may require), and NOVA understand
      and
      agree that the Bank and/or other Parent Entities may, from time to time,
      consummate transactions with other financial institutions or other persons
      or
      entities (a "Third Party"), through stock or asset acquisition, merger,
      consolidation, or otherwise (each a "Transaction"), where such Third Party
      (i)
      owns a merchant portfolio, and/or (ii) owns bank branches that may be used
      as a
      marketing/distribution channel for Merchant Bankcard Services, and/or (iii)
      otherwise engages in Merchant Bankcard Services (each a "Merchant Bankcard
      Portfolio").


(b)  For
      purposes of this Article III, any independent, unrelated and unaffiliated Third
      Party that acquires the Bank in a Change of Control, or acquires all or
      substantially all of the assets of the Bank (the "Acquirer"), shall be entitled
      to continue to operate the Acquirer's Merchant Bankcard Portfolio as it existed
      immediately prior to its acquisition of the Bank and in the ordinary course
      of
      business, so long as such operation is not under or in connection with the
      Bank's branches, name or brand (or otherwise in violation of Section 2.2 of
      the
      Non-Competition Agreement) and does not materially interfere with the benefit
      of
      the bargain received by NOVA hereunder. Further, such acts by the Acquirer
      shall
      not in and of themselves be deemed a breach of Article II hereofor of Section
      2.2 of the Non-Competition Agreement. In the event that the Bank or the Acquirer
      decide to sell the Acquirer's Merchant Bankcard Portfolio, then NOVA shall
      receive written notice of such sale and an opportunity to bid on such Merchant
      Bankcard Portfolio.





3.2  **NOVA's
      Right to Purchase.**





(a)  Without
      prejudice to Section 3.l(b) above, in the event that the Bank consummates a
      Transaction with a Third Party that owns or operates a Merchant Bankcard
      Portfolio, the Bank shall:





(i)  provide
      written notice of such Transaction as soon as circumstances and Requirements
      of
      Law allow (and in no event later than promptly after the first public
      announcement of such Transaction;





(ii)  undertake
      exclusive negotiations, with respect to the value of the acquired Merchant
      Bankcard Portfolio, the consideration proposed to be paid for such Merchant
      Bankcard Portfolio, and the proposed timing of its purchase by NOVA. This period
      of exclusive negotiation shall end not sooner than ninety (90) days following
      NOVA's receipt of the notice required by Section 3.2(a);





(iii)  with
      NOVA, use commercially reasonable efforts to negotiate in good faith a
      mutually-agreed sales price and other terms and conditions for the purchase
      by
      NOVA of such Merchant Bankcard Portfolio, evidenced by a definitive purchase
      agreement setting forth final terms of such purchase. The Bank and NOVA shall
      also consider, among other things, whether the Bank would be obligated to make
      any material payments to terminate any agreements with any existing Merchant
      Bankcard Services processor for the newly acquired Merchant Bankcard
      Portfolio.





(b)  In-
      the
      event that NOV A does not purchase the Merchant Bankcard Portfolio, or an
      agreement can not be reached after good faith negotiations, then the Bank shall
      be free to either operate the Merchant Bankcard Portfolio or otherwise dispose
      of it; provided,
      however, that in
      the event the Bank determines to sell such Merchant Bankcard Portfolio, the
      sale
      shall be to an independent, unrelated and unaffiliated third party pursuant
      to a
      bidding and sales process in which NOVA shall be entitled to participate and,
      provided that the sales price shall not be less than the fair market value
      of
      such Merchant Bankcard Portfolio, as established by an independent third party
      appraiser recognized and skilled in valuing businesses engaged in the Merchant
      Bankcard Services business.





3.3  **No
      Violation of the Non-Competition Agreement** .:
      For so
      long as the Bank complies with the provisions of this Article III, the operation
      in the ordinary course of business of the Merchant Bankcard Services business
      by
      the Bank relating solely to an acquired Merchant Bankcard Portfolio shall not
      in
      and of itself be deemed in breach of Article II hereof or Section 2.2 of the
      Non-Competition Agreement.










**ARTICLE
      IV**





**CASH
      ADVANCES**





4.1  **Cash
      Advance Procedure** .
      During
      the term of this Agreement (including any extensions or renewals hereof), the
      Bank will continue to make advances of cash ("Cash Advances") to holders of
      Financial Transaction Devices in accordance with the Payment Networks
      Regulations and NOVA's procedures, and shall cause all records of such Cash
      Advances to be delivered to NOVA in accordance with such terms and conditions
      as
      NOVA may reasonably request, the Payment Network Regulations and NOVA's
      procedures, and shall otherwise fulfill its obligations pursuant to this Section
      4.1. During the term of this Agreement (including any extensions or renewals
      hereof), the Bank shall use NOVA and the Member as the exclusive processor
      of
      Cash Advances made by the Bank.





**ARTICLE
      V**





**REPRESENTATIONS
      AND WARRANTIES**





5.1  **Representations
      and Warranties of the Bank** .
      The
      Bank represents and warrants to NOVA as follows:





(a)  The
      Bank
      is a duly organized state-chartered bank, validly existing and in good standing
      under the laws of the State of Florida. The Bank has full power and authority
      to
      carry on its business as it is now being conducted and to own and operate its
      properties and assets.





(b)  The
      Bank
      has all requisite power and authority to enter into, adopt and perform all
      of
      its obligations under this Agreement. The execution, adoption and delivery
      of
      this Agreement have been duly and validly authorized by all necessary corporate
      action on the part of the Bank, and upon execution "and delivery by the other"
      parties hereto, this Agreement will constitute a legal, valid and binding
      obligation of the Bank, enforceable against the Bank in accordance with its
      terms.





c)  Neither
      the execution and delivery by the Bank of this Agreement nor the performance
      of
      this Agreement by the Bank will violate any applicable law, rule or regulation.
      The performance of this Agreement by the Bank will not violate the Bank's
      charter or by-laws, or any contract or other instrument to which it is a
      party ** or
      by
      which it is bound and will not violate any outstanding judgment, order,
      injunction, law, rule or regulation to which it is subject.





(d)  There
      are
      no actions, suits, claims, governmental investigations or proceedings
      instituted, pending or, to the knowledge of the Bank, threatened against the.
      Bank or against any asset, interest or right of the Bank, that would, if
      determined adversely to the Bank, have a material adverse effect on the Bank
      or
      would materially adversely affect the ability of the Bank to perform its
      obligations under this Agreement.





5.2  **Representations
      and Warranties of NOVA** .
      NOVA
      represents and warrants to the Bank as follows:





(a)  NOVA
      is a
      duly organized corporation, validly .existing and- in good standing under the
      laws of the State of Georgia. NOVA has full power and authority to carry on
      its
      business as it is now being conducted and to own and operate its properties
      and
      assets.





(b)  NOVA
      has
      all requisite power and authority to enter into, adopt and perform all of its
      obligations under this Agreement. The execution, adoption and delivery of this
      Agreement have been duly and validly authorized by all necessary corporate
      action on the part of NOVA, and upon execution and delivery by the other parties
      hereto, this Agreement will constitute a legal, valid and binding obligation
      of
      NOVA, enforceable against it in accordance with its terms.





(c)  Neither
      the execution and delivery by NOVA of this Agreement nor the performance of
      this
      Agreement by NOVA will violate any applicable law, rule or regulation. The
      performance of this Agreement by NOVA will not violate NOVA's articles of
      incorporation or by-laws, or any contract or other instrument to which it is
      a
      party or by which it is bound and will not violate any outstanding judgment,
      order, injunction, law, rule or regulation to which it is subject.





(d)  There
      are
      no actions, suits, claims, governmental investigations or proceedings
      instituted, pending or, to the knowledge of NOVA, threatened against NOVA or
      against any asset, interest or right of NOVA, that would, if determined
      adversely to NOVA, have a material adverse effect on NOVA or would materially
      adversely affect the ability of NOVA to perform its obligations under this
      Agreement.





**ARTICLE
      VI**





**TERM
      AND TERMINATION**





6.1  **Term** .
      The
      term of this Agreement shall extend for an initial term of ten (10) years from
      the date hereof (the "Initial Term"), and shall thereafter be automatically
      extended for consecutive two-year renewal terms, provided that neither the
      Bank
      nor NOVA gives written notice to the other of its intent not to renew not less
      than one hundred eighty (180) days prior to the expiration of the Initial Term
      or any renewal term.





6.2  **Termination
      by NOVA.** In
      the
      event that:





(a)  the
      Bank
      defaults in the performance of any of its material obligations under this
      Agreement, and fails to cure such default within forty-five (4) days after
      written notice (which notice indicates that NOVA may terminate this Agreement
      pursuant to this Section 6.2(a) if such default is not cured as provided herein)
      and demand for cure by NOVA; provided,  however ,
      if,
      upon receipt of such written notice, the Bank promptly commences and diligently
      pursues the cure to completion as soon as reasonably possible, then such 30-day
      period shall be extended for the period or-time which is reasonably necessary
      to
      cure the default, but in no event more than three months after such written
      notice; provided , further ,
      that in
      the event such default remains uncured after the passage of the time period
      specified herein, that a second notice shall have been sent to the chief
      executive officer of the Bank notifying such officer of such uncured default
      and
      stating that NOVA intends to terminate the Agreement pursuant to this Section
      6.2(a) within ten (10) days thereafter unless the default is cured within ten
      (10) days of the Bank’s receipt of such notice; and provided.
      Further, that in
      the event the Bank disputes that fact (or the fact that the default is a default
      of a “material obligation”), then the provisions of Section 8.13 shall have been
      complied with and any such dispute resolved as provided therein; or





(b)  any
      material amount due and payable to NOVA by the Bank under this Agreement is
      not
      paid within twenty (20) days after the Bank receives written notice (which
      notice indicates that NOVA may terminate this Agreement pursuant to this Section
      6.2(b) if such non-payment is not cured as provided herein) of such non-payment,
      and demand for cure; provided,  however ,
      that in
      the event such non-payment remains uncured after the passage of the time period
      specified herein, that a second notice shall have been sent to the chief
      executive officer of the Bank notifying such officer of such uncured non-payment
      and stating that NOVA intends to terminate the Agreement pursuant to this
      Section 6.2(b) within ten (10) days thereafter unless the default is cured
      within ten (10) days of the Bank's receipt of such notice; and provided , further ,
      that in
      the event the Bank disputes that fact (or the fact that such non-payment is
      of a
      "material" amount), then the provisions of Section 8.13 shall have been complied
      with and any such dispute resolved as provided therein; or





(c)  there
      occurs a Voluntary Bankruptcy Proceeding or an Involuntary Bankruptcy Proceeding
      with respect to the Bank;





then,
      in
      any such case, NOVA, at its option, may terminate this Agreement immediately
      upon written notice to the Bank








6.3  **Termination
      by the Bank** .
      In the
      event that:





(a)  NOVA
      defaults in the performance of any of its material obligations under this
      Agreement and fails to cure such default within forty-five (45) days after
      written notice (which notice indicates that the Bank may terminate this
      Agreement pursuant to this Section 6.3(a) if such default is not cured as
      provided herein) and demand for cure by the Bank; provided , however, if, upon
      receipt of such written notice, NOVA promptly commences and diligently pursues
      the cure to completion as soon as reasonably possible, then such 30-day period
      shall be extended for the period of time which is reasonably necessary to cure
      the default, but in no event more than three months after such written notice; provided,  further, that in
      the event such default remains uncured after the passage of the time period
      specified herein, that a second notice shall have been sent to the chief
      executive officer of NOVA notifying such officer of such uncured default and
      stating that the Bank intends to terminate the Agreement pursuant to this
      Section 6.3(a) within ten (10) days thereafter unless the default is cured
      within ten (l0)days of NOVA's receipt of such notice; and provided,  further, that in
      the event NOVA disputes that fact (or the fact that the default is a default
      of
      a "material obligation"), then the provisions of Section 8.13 shall have been
      complied with and any such dispute resolved as provided therein; or





(b)  any
      material amount due and payable to the Bank by NOVA under this Agreement is
      not
      paid within twenty (20) days after NOVA receives written notice (which notice
      indicates that the Bank may terminate this Agreement pursuant to this Section
      6.3(b) if such non-payment is not cured as provided herein) of such non-payment,
      and demand for cure; provided,  however ,
      that in
      the event such non-payment remains uncured after the passage of ** the
      time
      period specified herein, that a second notice sha1l have been sent to the chief
      executive officer or chief operating officer of NOVA notifying such officer
      of ** such
      uncured non-payment and stating that the Bank intends to terminate the Agreement
      pursuant to this Section 6.3(b) within ten days ** thereafter
      unless the default is cured within ten (10) days ** of
      NOVA's
      receipt of such notice; and provided,  further, that in
      the NOVA disputes that fact (or the fact that such non-payment is of ** a
      "material" amount), then the provisions of ** Section
      8.13 shall have been complied with and any such dispute resolved as provided
      therein; or





(c)  there
      occurs a Voluntary Bankruptcy Proceeding or an Involuntary Bankruptcy Proceeding
      with respect to NOVA;





then,
      in
      any such case, the Bank, at its option, may terminate this Agreement immediately
      upon written notice to NOVA.





6.4  **Effect
      of Termination.**





(a)  Upon
      termination or expiration of this Agreement, (i) NOVA shall pay to the Bank
      any
      New Merchant Account Royalties, Flat Fees and reimbursements for expenses then
      accrued and properly payable under this Agreement, (ii) the Bank will return
      to
      NOVA all materials in their possession provided by NOVA or the Member, (iii)
      NOVA shall return to the Bank all materials in its possession provided
      by ** the
      Bank
      (which in no event shall include any of ** the
      Assets Sold), and shall discontinue all uses of ** the
      Licensed Marks, (iv) NOVA and the Member shall retain all right, title and
      interest in and to the Merchant Agreements and the Bank shall have no interest
      in such Merchant Agreements, and (v) if a merchant that is party to a Merchant
      Agreement maintains with the Bank a demand deposit account, the Member shall
      retain the right to charge such account pursuant to the terms of ** the
      applicable Merchant Agreement





(b)  Notwithstanding
      the exercise by any party of its rights under this Article V, no termination
      of ** this
      Agreement shall relieve any of ** the
      parties hereto of its liability for the payment or performance of any obligation
      accrued prior to the effective date of such termination (including any
      indemnification obligation arising hereunder, whether or not notice of such
      indemnification claim has been given before such termination).





(c)  Notwithstanding
      the expiration or termination of this Agreement by any party hereto pursuant
      to
      this Article VI or otherwise, the Bank shall cooperate with NOVA and shall
      promptly execute any and all documents and instruments reasonably requested
      by
      NOVA in order to effectuate an orderly transition of (i) the Merchant Bankcard
      Services provided to any Merchant or Referred Merchant, and (ii) any Member
      responsibilities held by the Bank in connection herewith or therewith (as
      contemplated by Section 2.4 hereof).





**ARTICLE
      VII**





**INDEMNIFICATION**





7.1  **Indemnification
      by the Bank** .
      The
      Bank shall, and the Bank and Parent with respect to Article III only shall
      jointly and severally, indemnify, defend, and hold harmless NOVA, its
      affiliates, their respective successors and assigns, and their respective
      officers, directors, employees, and agents from any liability, damage,
      diminution in value, loss, cost, claim or expense, including reasonable
      attorneys' and accountants' fees and expenses that result from or arise out
      of:
      (i) the breach or inaccuracy of any of the Bank's representations or warranties
      in this Agreement; (ii) the breach of any of the Bank’s or Parent's covenants or
      agreements in this Agreement; or (iii) any violations of law or governmental
      rules or regulations, or Payment Network Regulations by the Bank in performing
      their respective obligations in connection with this Agreement.





7.2  **Indemnification
      by NOVA** .
      NOVA
      shall indemnify, defend, and hold harmless the Bank, its affiliates, their
      respective successors and assigns, and their respective officers, directors,
      employees and agents from any liability, damage, diminution in value, loss,
      cost, claim or expense, including reasonable attorneys' and accountants' fees
      and expenses that result from or arise out of: (i) the breach or inaccuracy
      of
      any of NOVA's representations or warranties in this Agreement; (ii) the breach
      of any of NOVA's covenants or agreements in this Agreement; or (iii) any
      violations of law or governmental rules or regulations, or Payment Network
      Regulations by NOVA in performing its obligations in connection with this
      Agreement.










**ARTICLE
      VIII**





**MISCELLANEOUS**





8.1  **Expenses** .
      Except
      as otherwise specifically provided in this Agreement, each party shall pay
      its
      own costs and expenses in connection with this Agreement and the transactions
      contemplated hereby, including all attorneys' fees, accounting fees and other
      costs and expenses.





8.2  **Notices
      and Payments** .
      Except
      as otherwise specified herein, all notices, demands and other communications
      hereunder shall be in writing and shall be delivered (i) in person, (ii) by
      United States mail, certified or registered, with return receipt requested,
      or
      (iii)by national overnight courier service, as follows:





If
                to the Bank:
            TIB
                Bank
              99451
                Overseas-Highway
              Key
                Largo, Florida 33037
              Attention:Andrew
                D. Wallace,
              Executive
                Vice President and COOIf
                to Parent:
            TIB
                Financial Corp.
              599
                9th Street North, Suite 100
              Naples,
                Florida 34102
              Attention:Edward
                V. Lett
              CEOwith
                a copy
              (which
                shall not constitute notice) to:
            Gary
                M. Carman & Associates
              1415
                Panther Lane
              Naples,
                Florida 34109


If
                to NOVA, to:
            NOVA
                Information Systems, Inc.
              One
                Concourse Parkway, Suite 300
              Atlanta,
                Georgia 30328
              Attention:Mindy
                M. Doster, Esq
              General
                Counselwith
                a copy to:
              (which
                shall not constitute notice) to:
            NOVA
                Information Systems, Inc.
              One
                Concourse Parkway, Suite 300
              Atlanta,
                Georgia 30328
              Attention:Edward
                M. O’Hare
              Senior
                Vice Presidentwith
                a copy to:
              (which
                shall not constitute notice)
            McKenna
                Long & Aldridge LLP
              SunTrust
                Plaza, Suite 5300
              303
                Peachtree Street, N.E.
              Atlanta,
                Georgia 30308
              Attention:Anthony
                M. Balloon, Esq.








The
      persons or addresses to which mailings or deliveries shall be made may be
      changed from time to time by notice given pursuant to the provisions of this
      Section 8.2. Any notice, demand or other communication given pursuant to the
      provisions of this Section 8.2 shall be deemed .to have been given on the date
      actually delivered against proof of receipt therefor.





8.3  **Third-Party
      Beneficiaries** .
      The
      parties to this Agreement do not intend this Agreement to benefit or create
      any
      right or cause of action in or on behalf of any Person other than the Bank,
      NOVA
      and the Member.





8.4  **Independent
      Contractors** .
      Nothing
      contained in this Agreement shall be construed as creating or constituting
      a
      partnership, joint venture or agency among the parties to this Agreement.
      Rather, the parties shall be deemed independent contractors with respect to
      each
      other for all purposes.





8.5  **Successors
      and Assigns** .
      All
      terms and provisions of this Agreement shall be binding upon and shall inure
      to
      the benefit of the parties hereto and their respective successors and permitted
      assigns. This Agreement and the rights, privileges, duties; and obligations
      of
      the parties hereto may not be assigned or delegated by any party without the
      prior written consent of the other party; provided, however, that such consent
      shall not be required (a) for the assignment by any party of its rights and
      privileges hereunder to a Person controlling, con1rolled by or under common
      control with such party (it being understood that no such assignment shall
      relieve the assigning party of its duties or obligations hereunder), or (b)
      for
      the assignment and delegation by any party of its rights, privileges, duties
      and
      obligations hereunder to any Person into or with which the assigning party
      shall
      merge or consolidate or to which the assigning party shall sell all or
      substantially all of its assets, provided that upon request of the non-assigning
      party the assignee shall formally agree in writing to assume all the rights
      and
      obligations of the assigning party created hereby.





8.6  **Amendments
      and Waivers** .
      This
      Agreement, any of the instruments referred to herein and any of the provisions
      hereof or thereof shall not be amended, modified or waived in any fashion except
      by an instrument in writing signed by the parties hereto. The waiver by a party
      of any breach of this Agreement by another party shall not operate or be
      construed as the waiver of the same or another breach on a subsequent occasion,
      nor shall any delay in exercising any right, power or privilege hereunder
      constitute a waiver thereof.





8.7  **Severability
      of Provisions** .
      If any
      provision of this Agreement, or the application of any such provision to any
      Person or circumstance, is invalid or unenforceable, the remainder of this
      Agreement, or the application of such provision to Persons or circumstances
      other than those as to which it is invalid or unenforceable, shall not be
      affected by such invalidity or unenforceability.





8.8  **Counterparts;
      Delivery.** This
      Agreement may be executed in any number of counterparts, all of which taken
      together shall constitute one instrument. The parties acknowledge that delivery
      of executed counterparts of this Agreement may be effected by a facsimile
      transmission or other comparable means, with an original document to be
      delivered promptly thereafter via overnight courier.





8.9  **Governing
      Law.** This
      Agreement is made and entered into under the laws of the State of Georgia,
      and
      the laws of that State applicable to agreements made and to be performed
      entirely thereunder (without giving effect to the principles of conflicts of
      laws thereof) shall govern the validity and interpretation hereof and the
      performance by the parties hereto of their respective duties and obligations
      hereunder.





8.10  **Section
      Headings** .
      The
      headings of Sections contained in this Agreement are for convenience of
      reference only and do not form a part of this Agreement.





8.11  **Entire
      Agreement** .
      The
      making, execution and delivery of this Agreement by the parties hereto have
      been
      induced by no representations, statements, warranties or agreements other than
      those expressed herein and in the Purchase Agreement. This Agreement, the
      Purchase Agreement, the Non-Competition Agreement and the other written
      instruments specifically referred to herein and therein, embody the entire
      understanding of the parties and supersede in their entirety all prior
      communication, correspondence, and instruments, and there are no further or
      other agreements or understandings, written or oral in effect between the
      parties relating to the subject matter hereof.








8.12  **Publicity** .
      The
      timing and content of any and all public statements, announcements or other
      publicity concerning the transactions contemplated herein shall be mutually
      agreed upon by the Bank and NOVA, which agreement shall not be unreasonably
      withheld.





8.13  **Dispute
      Resolution** .
      With
      the exception of an action to enforce the covenants of Sections 2.4, 2.8 and
      Article III hereof, which may be brought in any court of competent jurisdiction,
      any controversy, dispute or claim arising out of, or in connection with, this
      Agreement must be settled by final and binding arbitration to be held in
      Atlanta, Georgia in accordance with the then current Commercial Arbitration
      Rules of the American Arbitration Association ("AAA") as may be amended from
      time to time (the "AAA Rules"). Judgment upon an award rendered by the
      arbitrators may be entered in any court: (i) having jurisdiction thereof; (ii)
      having jurisdiction over the party against whom enforcement thereof is sought;
      or (iii) having jurisdiction over such party's assets. The award shall be
      rendered by a panel of three (3) arbitrators, who shall be selected in
      accordance with the AAA Rules.





8.14  **Force
      Majeure** .
      Notwithstanding any provision to the contrary contained herein, no party hereto
      shall have any liability to any other party hereto for any failure or deficiency
      in performance of obligations hereunder occurring by reason of *force
      majeure* ,
      meaning
      factors reasonably beyond the control of the party obligated to perform,
      including war, conditions or events of nature, civil disturbances, work
      stoppages, failures of telephone lines and equipment, power failures or
      fires.





8.15  **Survival** .
      The
      provisions of Sections 2.4, 2.8, and Articles VII and VIII shall survive the
      termination of this Agreement.





(Signatureson
      next
      page)








**IN
      WITNESS WHEREOF** ,
      the
      parties hereto have duly executed and delivered this Marketing and Sales
      Alliance Agreement as of the
      date
      first written above.








**“Bank”:****TIB
                BANK**By:Name:Title:**“Parent”:**TIB
                FINANCIAL CORP., FOR PURPOSES OF ARTICLE III AND ARTICLE VII, BUT
                ONLY TO
                THE EXTENT THAT ARTICLE VII RELATES TO A BREACH OF PARENT'S OBLIGATIONS
                UNDER ARTICLE IIIBy:Name:Title:**“NOVA”:****NOVA
                INFORMATION SYSTEM, INC**By:Name:Title: