**EXHIBIT
      10.15**








**EXECUTION
      COPY**





**MERCHANT
      ASSET PURCHASE AGREEMENT**





**THIS
      MERCHANT ASSET PURCHASE AGREEMENT** (this
      "Agreement") is made and entered into as of this 29 th day of
      December, 2005 by and between **TIB
      BANK** ,
      a bank
      chartered under the laws of the State of Florida (the "Bank"), and **NOVA
      INFORMATION SYSTEMS, INC.** ,
      a
      Georgia corporation ("NOVA").





**BACKGROUND
      AND PURPOSE:**





A.  The
      Bank
      is a party to certain Merchant Agreements with various Merchants, who consist
      principally of merchants and other providers of goods and services, according
      to
      which agreements the Bank has agreed to provide certain services in connection
      with the Bank's Merchant Bankcard Business.





B.  The
      Bank
      wishes to sell and transfer to NOVA all of its rights under the Merchant
      Agreements, and the Bank wishes to sell and transfer to NOVA certain other
      assets utilized in connection with the Merchant Bankcard Business, and NOVA
      is
      willing to accept such rights and assets and to assume certain obligations
      in
      connection with the Merchant Bankcard Business. The parties hereto are willing
      and able, additionally, to undertake and perform certain other obligations
      pursuant to and in connection with this Agreement, subject to the terms and
      conditions hereof.





**THE
      AGREEMENT**





**NOW,
      THEREFORE** ,
      in
      consideration of the premises, the mutual agreements contained in this Agreement
      and other good and valuable consideration, the receipt and sufficiency of which
      hereby are acknowledged, the Bank and NOVA hereby agree, on the terms and
      conditions herein set forth, as follows:





The
      capitalized terms used herein shall have the meaning ascribed to such terms
      in
      Section 12.1 hereof unless otherwise defined herein.





**ARTICLE
      I**





**ASSETS
      SOLD; ASSUMPTION OF LIABILITIES**





1.1  **Sale
      and Purchase.** On the
      terms and subject to the conditions set forth in this Agreement, and effective
      as of 11:59 p.m. on December 31, 2005 (the "Effective Date"), the Bank hereby
      sells, transfers and assigns to NOVA and NOVA hereby purchases and accepts
      from
      the Bank, all right, title and interest of the Bank in all of the Bank's assets
      and interests, both tangible and intangible, accrued or contingent, used,
      useful, or arising in the conduct of in the Merchant Bankcard Business, directly
      or indirectly, in existence on the date hereof and on and after the Effective
      Date (other than the Excluded Assets), including the following properties and
      assets (collectively, the "Assets Sold"):





(a)  all
      rights and interests of the Bank in and to the Merchants (under the Merchant
      Agreements and otherwise) arising on or after the Effective Date, and all
      pertinent books, records and documents relating to such Merchant Agreements
      (as
      further specified in Section 1.5 hereof);





(b)  the
      Equipment (and any rentals and leases related thereto) and related revenues
      accruing on and after the Effective Date;





(c)  the
      Inventory;





(d)  all
      rights and interests of the Bank with respect to any reserve accounts
      established and maintained with the Bank by Merchants in connection with the
      Merchant Bankcard Business;





(e)  all
      rights and interests under any guarantees executed in connection with the
      Merchant Agreements;





(f)  all
      rights and interests of the Bank with respect to any other third party contract
      related to the Bank's Merchant Bankcard Business and listed on Schedule
      1.1 (b) (the
      "Other Assumed Contracts");





(g)  all
      claims and causes of action of the Bank, whether known or unknown, relating
      to
      the Merchant Bankcard Business; and





(h)  the
      goodwill, intangible assets and value of the Merchant Bankcard Business as
      a
      going concern, to the extent any such value exists.





1.2  **Transfer
      and Assumption of Assets Sold and Assumed Liabilities.** Effective
      upon the Effective Date, NOVA shall, by the execution and delivery of the Bill
      of Sale and Assignment and Assumption Agreement, acquire title to the Assets
      Sold and assume and agree to pay and discharge when due the Assumed Liabilities.
      In addition to the Bill of Sale and Assignment and Assumption Agreement, the
      sale, conveyance, transfer, assignment and delivery of the Assets Sold by the
      Bank to NOVA shall be effected by such deeds, bills of sale, endorsements,
      assignments, transfers and other instruments of transfer and conveyance in
      such
      form, including warranties of title (collectively, "Transfer Documents"), as
      NOVA may reasonably request, including such Transfer Documents as NOVA may
      reasonably request at and after the Transition Date.





1.3  **Liabilities.** It is
      understood and agreed that, except to the extent that any of the following
      constitute Assumed Liabilities, NOVA shall not assume or become liable for
      the
      payment of any debts, liabilities, losses, Credit Losses, chargebacks, accounts
      payable, bank indebtedness, mortgages, or other obligations of the Bank or
      any
      Merchant, whether the same are known or unknown, now existing or hereafter
      arising, of whatever nature or character, whether absolute or contingent,
      liquidated or disputed. Specifically, the Assumed Liabilities shall not in
      any
      event include any penalties or fees that may be incurred by the Bank in
      connection with the termination of the Bank's agreement(s) with any third party
      service providers, including without limitation (i) that certain Operating
      Agreement between the Bank and Card Management Corporation dated July 1, 1992,
      as amended, (ii) that certain Processing Services Agreement between the Bank
      and
      Vital Processing Services, L.L.C., dated December 1, 1999, as amended (iii)
      that
      certain Payment Gateway Reseller Agreement between the Bank and Authorize.net
      Corp, dated May 31, 2002 and (iv) that certain Referral Agreement between the
      Bank and Global Payments Direct, Inc., dated August 12, 2005 (collectively,
      the
      "Third Party Processing Agreements").





1.4  **Consent
      and Assignment.**





(a)  The
      Bank,
      in cooperation with NOVA, from and after the date hereof and during the
      Transition Period, shall use its best efforts to obtain, in such manner and
      to
      such extent as NOVA may reasonably specify, (i) the agreement of the Merchants
      to the continuation of business with NOVA under the Merchant Agreements, all
      as
      contemplated by this Agreement, (ii) the consent of the Merchants to NOVA's
      conversion of such Merchants to such clearing bank and merchant accounting
      system as NOVA may specify, and (iii) the consent of the Merchants to NOVA's
      conversion of such Merchants to NOVA's network, all on such terms as are
      satisfactory to NOVA.





(b)  Without
      limiting the generality of the foregoing, promptly following the Closing, the
      Bank shall cause to be delivered to each of the Merchants a notice, in a form
      specified by NOVA, of the assignment by the Bank, effective as of the Effective
      Date, of all rights in and to said Merchant Agreements to NOVA. In NOVA's
      discretion, such notice may inform each Merchant of NOVA's intention to convert
      the Merchant to NOVA's network, as well as to a clearing bank and merchant
      accounting system designated by NOVA.





1.5  **Books
      and Records.**





(a)  As
      soon
      after the Closing Date as is practicable, and in no event later than the
      conclusion of the Transition Period, the Bank shall cause to be delivered to
      NOVA the originals or, in the event the Bank is entitled to keep the originals
      pursuant to this Section 1.5, copies of all books, records and documents of
      the
      Bank relating to the Assets Sold; provided, however, that in no event shall
      such
      books, records and documents include corporate books or records involving
      operations other than the Merchant Bankcard Business, and further provided
      that
      the Bank may retain the originals or copies of such documents other than the
      Merchant Agreements as may be reasonably necessary to the Bank's business.
      In
      addition, the Bank shall, at its expense, provide or cause to be provided to
      NOVA all information related to the Merchant Bankcard Business that is in
      intangible (i.e., computer-readable) form, including information necessary
      or
      desirable for the transfer of clearing bank responsibilities contemplated by
      Section 3.5(b) (for example, a Merchant Master File Dump in ASCII format).
      In
      each case, however, the books and records relating to the Assets Sold for the
      period prior to the Closing Date, wherever located, that are held by a party
      hereto or under the control of a party hereto (the "Inspected Party") shall
      be
      open for inspection by the other party, and such other party's authorized agents
      and representatives and regulators may, at such other party's own expense,
      make
      such copies of any excerpts from such books, records and documents as it shall
      reasonably deem necessary; provided, however, that any such inspection: (i)
      shall be conducted during normal business hours from time to time reasonably
      established by the Inspected Party; (ii) shall, if the Inspected Party so
      requests, be conducted in the presence of an officer or designated
      representative of the Inspected Party; and (iii) shall be conducted in
      accordance with reasonable security programs and procedures from time to time
      established by the Inspected Party, including such confidentiality agreements
      as
      the Inspected Party may reasonably request.





(b)  All
      books
      and records relating to the Assets Sold shall be maintained by NOVA, or the
      Bank, as the case may be, for a period of three (3) years after the Closing
      Date, unless the parties shall, applicable law permitting, agree upon a shorter
      period; provided , however ,
      that in
      the event that, as of the end of such period, any taxable year of NOVA or the
      Bank is still under examination or open for examination by any taxing authority
      and that party has given notice of that fact to the other party, such books
      and
      records shall be maintained (or, alternatively, delivered by the Inspected
      Party
      to the other party) until the date, determined reasonably and in good faith,
      specified for maintenance of such records in such notice. Prior to the
      destruction of any books and records relating to the Assets Sold, the party
      in
      possession of such books and records shall offer them to the other party hereto.
      Pursuant to the above, the Bank specifically agrees to make available to NOVA,
      and promptly deliver to NOVA at NOVA's request, any historical records of
      Merchant sales and monthly statements.





**ARTICLE
      II**





**CONSIDERATION
      FOR ASSETS SOLD; CLOSING**





2.1  **Purchase
      Price.**





(a)  As
      consideration for the Assets Sold, NOVA shall pay an aggregate purchase price
      of
      Seven Million and No/l00 Dollars ($7,000,000.00) (the "Purchase Price"), payable
      at the Closing by wire transfer of immediately available funds to an account
      designated in writing by the Bank or by cashier's check payable to the order
      of
      the Bank.





(b)  In
      addition to the Purchase Price, if, and only if, the Closing occurs on or prior
      to December 31, 2005, NOVA shall pay to the Bank a one-time additional bonus
      payment of Two Hundred Fifty Thousand and No/l00 Dollars ($250,000.00) (the
      "Signing Bonus"), which shall be paid to the Bank in the same manner as the
      Purchase Price; provided, however, that in the event that (a) the Bank has
      complied with all of its obligations under this Agreement and the Operative
      Documents, as applicable and (b) the Closing is unable to occur on or prior
      to
      December 31, 2005 due to an act or omission of NOVA, the Bank shall be entitled
      to receive the Signing Bonus at the Closing.





2.2  **Closing** .
      Subject
      to the satisfaction or waiver of the conditions set forth herein, the
      consummation of the purchase and sale of the Assets Sold and the assumption
      of
      the Assumed Liabilities (the "Closing") shall take place on December 30, 2005
      at
      10:00 a.m. (Atlanta, Georgia time) or on such other date at such other time
      as
      the parties shall agree in writing (the "Closing Date"), to be effective as
      of
      the Effective Date, and shall take place through the execution and exchange,
      via
      facsimile transmission, of this Agreement and the other documents and agreements
      herein contemplated. The parties acknowledge and agree that upon mutual exchange
      and receipt of signature pages via facsimile, and upon receipt by the Bank
      of
      the purchase price herein contemplated, this Agreement and the other documents
      and instruments delivered in connection herewith shall be deemed effective
      as of
      the Effective Date, and the transactions hereby contemplated shall be deemed
      consummated, notwithstanding any party's failure or refusal to deliver original
      (i.e. non-facsimile) signature pages.





**ARTICLE
      III**





**TRANSITION
      PERIOD**





3.1  **Orderly
      Transition** .
      The
      Bank covenants and agrees to use all reasonable efforts, as reasonably
      instructed by NOVA, to effect an orderly transition of the Merchant Bankcard
      Business during the Transition Period in respect of the Assets Sold and the
      Assumed Liabilities, including fulfilling its obligations under Section 1.4
      hereof. In order to further such purpose, the Bank agrees that during the
      Transition Period it shall execute such documents as are reasonably deemed
      necessary or convenient by NOVA, including documents as may be appropriate
      to
      cause the BIN and ICA numbers used by the Bank in connection with the Merchant
      Bankcard Business to be transferred to such "Principal Member" of the Credit
      Card Associations as may be designated by NOVA, to evidence the agreements
      referred to in, and transactions contemplated by, this Agreement, consistent
      with the rules and regulations of the Credit Card Associations and NOVA's
      practices and procedures.





3.2  **Card
      Management Corporation Rebate** .
      The
      Bank and NOVA hereby acknowledge that pursuant to the terms of that certain
      Operating Agreement between the Bank and Card Management Corporation dated
      July
      1, 1992, as amended, the Bank is entitled to receive a cash rebate from First
      Data Resources calculated based on transaction processing volume of the Bank
      for
      the period from February 1, 2005 to January 31, 2006 (the "CMC Credit"), which
      is payable to the Bank on or before April 30, 2006. Within 5 business days
      of
      receipt of the CMC Credit, the Bank shall pay to NOVA an amount equal to
      one-twelfth (1/12) of the total CMC Credit and provide written evidence to
      NOVA
      of the total amount of the CMC Credit.


3.3  **Services
      During the Transition Period.**





(a)  During
      the Transition Period, the Bank shall perform on behalf of and for the account
      of NOVA at the same location(s) presently used to conduct the Merchant Bankcard
      Business all of the services performed by the Bank in connection with the
      Merchant Bankcard Business prior to the Closing Date. The Bank shall perform
      such services substantially in the same manner and with no less than the same
      degree of care as performed in connection with the Merchant Bankcard Business
      prior to the Closing Date, and shall otherwise perform such services in
      accordance with such performance standards, including underwriting guidelines,
      as are specified by NOVA. In performing such services, the Bank shall follow
      the
      reasonable instructions of NOVA. Further, NOVA shall reimburse the Bank for
      the
      reasonable out-of-pocket expenses set forth on Schedule
      3.3(a) hereto
      that are actually incurred by the Bank in providing services in connection
      with
      Merchant Bankcard Business during the Transition Period (the "Transition
      Expenses"). For purposes of clarity, Schedule
      3.3(a) sets
      forth the type and estimated amount of each anticipated Transition Expense,
      and
      NOVA shall not be liable for (i) any expense not enumerated in Schedule
      3.3(a) or
      (ii)
      any increase in Transition Expense arising out of or relating to this Agreement,
      the Operative Documents or the transactions contemplated hereby or
      thereby.





(b)  Without
      limiting the generality of the foregoing, during the Transition Period, the
      Bank
      shall continue to provide credit to Merchants on the same business day deposits
      are made by Merchants for Draft deposits (provided such deposits are made prior
      to 2:00 p.m. closing; Draft deposits made after 2:00 p.m. closing shall be
      considered to be made on the following business day) and on the day of receipt
      of ACH notice for Credit Card and Debit Card transactions processed
      electronically. The Bank shall not be entitled to reimbursement for cost of
      funds for providing such credit.





(c)  During
      the Transition Period, and in performing services hereunder, the Bank shall
      comply in all respects with the rules and regulations of the Credit Card
      Associations and the EFT Networks, and shall not take, or fail to take, any
      actions with respect to the Merchant Bankcard Business which would constitute
      a
      violation of such rules and regulations.





(d)  During
      the Transition Period, NOVA shall designate a service coordinator (the "Service
      Coordinator") as the person at NOVA primarily responsible for ensuring an
      orderly transition of the Merchant Bankcard Business. The name and contact
      information of the initial Service Coordinator is set forth on Schedule
      3.3(d) .
      NOVA
      shall have the right, in its sole discretion to remove and promptly replace
      the
      Service Coordinator at any time during the Transition Period and shall provide
      the Bank with written notice of such change.





3.4  **Revenue
      During the Transition Period.** In
      performing services during the Transition Period on behalf of and for the
      account of NOVA:





(a)  the
      Bank
      shall, beginning on the Effective Date and continuing throughout the Transition
      Period, on behalf of and for the account of NOVA, collect revenue generated
      by
      the Merchant Bankcard Business, less interchange fees (collectively, "Revenue")
      and which shall include Revenue for (i) all original sales transactions
      generated pursuant to the Assets Sold and occurring on or after the Effective
      Date, and (ii) all the other revenue generated by the Assets Sold and occurring
      on or after the Effective Date. In connection with the Transition Period, the
      Bank and NOVA shall cooperate to coordinate the accounting and reconciliation
      of
      the Bank's monthly revenue accruals with the corresponding adjustments to occur
      in the month immediately following the month in which such Revenue accrues
      (the
      "Accrual Adjustment"). Within 10 business days of the Accrual Adjustment, the
      Bank shall pay to NOVA the Revenue finally determined by such Accrual Adjustment
      (the "Revenue Payment"). At the time of each Revenue Payment, the Bank shall
      also furnish to NOVA a certificate of an authorized financial officer certifying
      the amount due to NOVA and showing the calculation thereof in such reasonable
      detail as NOVA may request; and





(b)  within
      forty-five (45) days of completion of the Transition Period, the Bank shall
      pay
      to NOVA any remaining unpaid Revenue that was accrued during the Transition
      Period.





3.5  **Employees.** During
      the Transition Period, the Bank shall use all reasonable efforts to ensure
      that
      the employees utilized in the Merchant Bankcard Business on and prior to the
      date hereof by the Bank will continue in the employ of the Bank, performing
      the
      duties relating to the Merchant Bankcard Business theretofore performed by
      it,
      as reasonably instructed by NOVA during the Transition Period. Further, the
      Bank
      shall use all reasonable efforts to provide adequate and appropriate skilled
      staffing in connection with the operation of the Merchant Bankcard Business
      during the Transition Period.





3.6  **Clearing
      Bank Arrangement** .





(a)  During
      the Transition Period, and in order to permit an orderly transition of the
      processing of Credit Card and Debit Card transactions, the Bank shall continue
      to act as a clearing bank for NOVA with respect to Credit Card and Debit Card
      transactions processed under the Merchant Agreements, all in accordance with
      the
      rules and regulations of the Credit Card Associations and the EFT
      Networks.





(b)  At
      the
      request of NOVA, the Bank shall execute appropriate documents to evidence the
      transfer of the clearing bank responsibilities under the Merchant Agreements
      to
      the Person designated by NOVA to effect such transfer. In addition, the Bank
      shall render such other necessary assistance as NOVA may reasonably
      request.





3.7  **Extension
      of Transition Period** .
      If
      requested by NOVA in writing at least thirty (30) days prior to the Transition
      Date, and notwithstanding any contrary provision contained herein, the Bank
      shall continue to provide those services described in this Article III as are
      requested by NOVA beyond the Transition Date on the same terms and conditions
      set forth herein. The Bank's obligation to provide such services shall continue
      until terminated by thirty (30) days prior written notice from NOVA but in
      no
      event shall the Transition Period be extended beyond the date that is six (6)
      months after the Closing Date unless agreed upon by all parties to this
      Agreement; provided , however, that
      in
      no event shall the Transition Period extend beyond June 30, 2006, unless the
      parties mutually agree otherwise.





**ARTICLE
      IV**





**CERTAIN
      COVENANTS AND AGREEMENTS OF THE BANK**





4.1  **Transfer
      Taxes** .
      All
      sales or transfer taxes, including stock transfer taxes, document recording
      fees, real property transfer taxes, and excise taxes, arising out of or in
      connection with the consummation of the transactions contemplated hereby, if
      any, shall be paid by the Bank.





4.2  **Confidentiality
      of Information** .
      On and
      after the date hereof, the Bank and its officers, employees, agents and
      representatives shall treat all information, books and records, originals or
      copies of books or records which are retained or obtained by it pursuant to
      Section 1.5, and all information learned or obtained about NOVA's business
      or
      relating to the Merchant Bankcard Business, written or oral, as confidential
      and
      will not disclose such information to third parties except as required by law,
      as needed in connection with a lawsuit, claim, litigation or other proceeding
      or
      in connection with tax or regulatory matters and except to the extent that
      such
      information is already in the public domain, or subsequently enters the public
      domain, other than as a result of the breach of the Bank's obligations under
      this Section 4.2. The Bank and its officers, employees, agents and
      representatives shall not use the information described in this Section 4.2
      in
      any manner that might reasonably be anticipated to adversely affect the Merchant
      Bankcard Business or NOVA's relations with Merchants or with other Persons.
      The
      covenants contained in this Section 4.2 shall survive for the duration of the
      Marketing Agreement and for a period of three (3) years after the termination
      or
      expiration thereof.





4.3  **Notice
      of Breach or Potential Breach** .
      The
      Bank shall promptly notify NOVA of any change, circumstance or event which
      may
      prevent the Bank from complying with any of its obligations
      hereunder.





4.4  **Further
      Assurances** .
      On and
      after the Closing Date, the Bank shall (i) give such further assurances to
      NOVA
      and execute, acknowledge and deliver all such acknowledgments and other
      instruments and take such further action as NOVA may reasonably request to
      effectuate the transactions contemplated by this Agreement, including the
      transfer of the Assets Sold and assumption of the Assumed Liabilities, and
      (ii)
      use all reasonable efforts to assist NOVA in the orderly transition referred
      to
      in Article III.





4.5  **Collections** .
      The
      Bank shall use all reasonable efforts after the Transition Date to assist NOVA,
      at NOVA's request, in processing amounts in respect of any chargeback or other
      Credit Loss received or identified in connection with the Merchant Bankcard
      Business and relating to or arising out of any original sales transaction
      occurring on or after the Effective Date. NOVA shall be responsible for all
      costs and expenses relating to such collection efforts, including costs and
      expenses of collection letters, litigation, arbitration proceedings and similar
      actions.





4.6  **Post-Transition
      Cash Advance Processing** .
      The
      Bank, throughout the Post Transition Period, shall use NOVA and a principal
      member designated by NOVA as the exclusive processor of cash advance
      transactions made by the Bank.





**ARTICLE
      V**


**CERTAIN
      COVENANTS AND AGREEMENTS OF NOVA**





5.1  **Confidentiality
      of Information** .
      On and
      after the date hereof, NOVA and its officers, employees, agents and
      representatives shall treat all information learned, or obtained prior to the
      date of this Agreement or during the Transition Period about the Bank's
      businesses, other than the Merchant Bankcard Business, as confidential and
      will
      not disclose such information to third parties except as required by law, as
      needed in connection with a lawsuit, claim, litigation or other proceeding
      or in
      connection with tax or regulatory matters and except to the extent that such
      information is already in the public domain, or subsequently enters the public
      domain, other than as a result of the breach of NOVA's obligations under this
      Section 5.1. NOVA and its officers, employees, agents, and representatives
      shall
      not use the information described in this Section 5.1 in any manner that might
      reasonably be anticipated to materially adversely affect the Bank's financial
      condition, business or agreements or arrangements with any other Person.
      Notwithstanding the foregoing, the Bank acknowledges and agrees that the
      restrictions contained in this Section 5.1 shall not apply to any disclosures
      of
      such confidential information by NOVA in connection with, or as may result
      from
      (a) the provision by NOVA of Merchant Bankcard Services under this Agreement
      or
      the other Operative Documents, or otherwise in connection with NOVA's
      performance of its 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 5.1 shall survive
      for
      the duration of the Marketing Agreement and for a period of three (3) years
      after the termination or expiration thereof.





5.2  **Notice
      of Breach or Potential Breach** .
      NOVA
      shall promptly notify the Bank of any change, circumstance or event which may
      prevent NOVA from complying with any of its obligations hereunder.





5.3  **Further
      Assurances** .
      On and
      after the Closing Date, NOVA shall (i) give such further assurances to the
      Bank
      and execute, acknowledge and deliver all such acknowledgments and other
      instruments and take such further action as the Bank may reasonably request
      to
      effectuate the transactions contemplated by this Agreement, including the
      transfer of the Assets Sold and assumption of the Assumed Liabilities and (ii)
      use all reasonable efforts to assist the Bank in the orderly transition referred
      to in Article III.





**ARTICLE
      VI**





**REPRESENTATIONS
      AND WARRANTIES OF THE BANK AND PARENT**





The
      Bank
      hereby makes the following representations and warranties to NOVA as of the
      date
      hereof and as of the Effective Date:





6.1  **Organization;
      Ownership.** The
      Bank
      is a state-chartered bank organized under the laws of the State of Florida
      and
      is authorized to conduct its business as presently conducted (including the
      Merchant Bankcard Business) under those laws and all other applicable
      laws.





6.2  **Authority** .
      The
      Bank has the right, power, capacity and authority to enter into and deliver
      the
      Operative Documents, to perform its obligations under the Operative Documents,
      and to effect the transactions contemplated by the Operative Documents, and
      no
      Person other than the Bank (other than the Merchants party to Merchant
      Agreements) has any interest in the Merchant Bankcard Business or the Merchant
      Agreements. The execution, delivery and performance of the Operative Documents
      have been approved by all requisite corporate action on the part of the Bank,
      and when executed and delivered pursuant hereto, the Operative Documents will
      constitute valid and binding obligations of the Bank enforceable in accordance
      with their terms.





6.3  **Government
      Notices** .
      The
      Bank has not received notice from any federal, state or other governmental
      agency or regulatory body indicating that such agency or regulatory body would
      oppose or not grant or issue its consent or approval, if required, with respect
      to the transactions contemplated by the Operative Documents.





6.4  **No
      Violations** .





(a)  The
      execution and delivery by the Bank of the Operative Documents, and its
      performance thereunder, will not (i) violate, conflict with, result in a breach
      of or constitute (with or without notice or lapse of time or both) a default
      under any agreement, indenture, mortgage or lease to which the Bank is a party
      or by which the Bank or its properties, or the Merchant Bankcard Business,
      are
      bound; (ii) constitute a violation by the Bank of any law or government
      regulation applicable to the Bank or the Merchant Bankcard Business; (iii)
      violate any provision of the charter, articles of incorporation or bylaws (or
      similar governing documents) of the Bank; or (iv) violate any order, judgment,
      injunction or decree of any court, arbitrator or governmental body against
      or
      binding upon the Bank or the Merchant Bankcard Business.





(b)  With
      respect to the Merchant Bankcard Business, the Bank is not, has not been and
      will not be (by virtue of any past or present action, omission to act, contract
      to which the Bank is a party or any occurrence or state of facts whatsoever)
      in
      violation of any applicable local, state or federal law, ordinance, regulation,
      order, injunction or decree, or any other requirement of any governmental body,
      agency or authority or court binding on it, or relating to its properties or
      businesses (including any antitrust laws and regulations).





(c)  The
      Bank
      has properly compared the Merchants against the required government lists
      (including, but not limited to, the Office of Foreign Assets Control SDN List
      and USA Patriot Act §314(a)) and has taken appropriate actions with regard to
      all Merchants that appear on any of the government lists. The latest comparison
      of the Merchants against the Office of Foreign Assets Control SDN List occurred
      not more than fourteen (14) days prior to the date of this
      Agreement.





6.5  **Assets
      Sold** .
      The
      Bank is the sole owner of all rights, title and interest in and to the Assets
      Sold, free and clear of all title defects or objections, assignments, liens,
      encumbrances of any nature whatsoever, restrictions, security interests, rights
      of third parties, or other liabilities, and has good and valid title to the
      Assets Sold. The Equipment being sold hereunder is in good operating condition,
      ordinary wear and tear excepted, and has been reasonably maintained and
      repaired. The Equipment as of September 30, 2005 is of the quantity and type
      represented on Schedule
      6.5(a) ,
      which
      identifies the Equipment by manufacturer type and serial number (if applicable),
      indicates any Equipment that is leased to third parties (and the identity of
      said parties) and which Schedule is true, correct and complete. The Inventory
      as
      of September 30, 2005 is set forth on Schedule
      6.5(b) ,
      consists of items of a quality and quantity usable and saleable in the ordinary
      course of the Merchant Bankcard Business, and such Schedule is true, correct
      and
      complete. Since December 31, 2004, no items of Equipment or Inventory have
      been
      sold or disposed of except through sales or transactions in the ordinary course
      of business, consistent with past practices. The Assets Sold include all rights,
      properties and other assets necessary to permit NOVA to conduct the Merchant
      Bankcard Business in substantially the same manner as the Bank's Merchant
      Bankcard Business has heretofore been conducted, without any need for
      replacement, refurbishment or extraordinary repair.





6.6  **Financial
      Information Concerning the Merchant Bankcard Business** .





(a)  The
      financial and other information concerning the Merchant Bankcard Business
      attached hereto as Schedule
      6.6(a) (collectively, the "Financial Information") is true, correct, and complete
      and
      fairly presents the financial condition of the Merchant Bankcard Business in
      respect of the Assets Sold as of and for the periods indicated thereon. The
      Financial Information does not contain any untrue statement, nor omit any
      material fact necessary in order to make the statements made and information
      presented in the Financial Information, not misleading. This representation
      and
      warranty may not be limited or satisfied by inconsistent information provided
      after the date hereof. Since December 31, 2004, there has been no adverse change
      in the Merchant Bankcard Business.





(b)  The
      information relative to Merchants' annualized (i) Credit Card sales volume
      and
      (ii) Debit Card sales volume set forth on Schedule
      6.6(b) ** is
      true,
      correct and complete in all material respects as of the date hereof and for
      the
      periods indicated, and such information does not contain any untrue statement
      nor omit any material fact necessary in order to make the statements made and
      information presented therein, not misleading. This representation and warranty
      may not be limited or satisfied by inconsistent information provided after
      the
      date hereof.





6.7  **Agreements
      Relating to the Merchant Bankcard Business** .


(a)  Schedule
      6.7(a)(i) lists
      all
      of the Merchants. The Bank is not in default (and would not be in default upon
      notice, lapse of time or both) under any provision of any Merchant Agreement.
      The Bank has not received any notice of fraud by, or bankruptcy or contemplated
      bankruptcy of, any Merchant or any other party or guarantor to any of the
      Merchant Agreements, and has not received any notice of default or adverse
      comment from any regulatory authority in respect of any Merchant. Except as
      set
      forth on Schedule
      6.7(a)(iii), the Bank
      has neither given nor received notice of election to terminate any of the
      Merchant Agreements, and all Merchants currently process Credit Card
      transactions. Except as set forth on Schedule
      6.7(a)(iv), each
      Merchant is a party to a Merchant Agreement with the Bank. No Merchant (x)
      is a
      high-risk inbound teleservices merchant, (y) is involved in adult-oriented
      business, or (z) otherwise engages in a business activity that would result
      in
      additional fees or charges being imposed by any Credit Card Association,
      including but not limited to fees relating to Internet payment service
      providers.





(b)  Except
      as
      set forth on Schedule
      6.7(b ), the Bank
      has in its possession, and shall deliver to NOVA in accordance with Section
      1.5
      hereof, an original executed copy of each Merchant Agreement. All agreements
      between the Bank and the Merchants are in the form of one of the Standard
      Merchant Agreements, attached hereto as Exhibit
      6.7(b)(i), and are
      freely assignable by the Bank without the consent of the applicable Merchant
      or
      any other party.





(c)  The
      Bank
      has obtained guarantees from principals or third parties of all the Merchants
      listed on Schedule
      6.7(c), and the
      Bank has in its possession, and shall deliver to NOVA in accordance with Section
      1.5 hereof, an original executed copy of all such guarantees. All such
      guarantees are in the form of the Guarantee attached hereto as Exhibit
      6.7(c) (the
      "Standard Guarantee"), and are freely assignable by the Bank without the consent
      of the applicable Merchant or any other party.





(d)  The
      Bank
      has no agreements, written or oral, with any agent bank, other association,
      institution, independent sales organization, or any other third party which
      provides for anyone or more of the following: (i) the deposit of Credit Card
      or
      Debit Card transaction records; (ii) the settlement of Credit Card or Debit
      Card
      transactions; (iii) the processing of Credit Card or Debit Card transactions;
      or
      (iv) the referral of merchants to the Bank.





(e)  Except
      for disputes that have arisen in the ordinary course of business and that (i)
      are not material or otherwise significant in nature or amount, and (ii) have
      not
      been referred to legal counsel, whether internal or external, the Bank is not
      engaged in any dispute with any Merchant or otherwise relating to the Merchant
      Bankcard Business. The Bank has not received any notice, written or oral, that
      the consummation of the transactions contemplated hereunder will have any
      adverse effect on the business relationship of the Bank with any
      Merchant.





(f)  The
      Bank
      is a member in good standing of the Credit Card Associations. The Bank and
      the
      Merchant Bankcard Business are in full compliance in all respects with all
      applicable rules and regulations and certification requirements of the Credit
      Card Associations. The Bank has provided NOVA true, correct and complete copies
      of all agreements between the Bank and any Credit Card Association.





(g)  Schedule
      6.7( g) sets
      forth a true, correct and complete list of all rights and interests of the
      Bank
      with respect to any reserve or hold accounts established and maintained by
      Merchants and maintained with the Bank in connection with the Merchant
      Agreements (collectively, the "Reserve Accounts"), and the Merchant Bankcard
      Business, and indicates the amount contained in each such Reserve Account as
      of
      the date thereof and further indicates the terms and conditions relative to
      each
      of such Reserve Accounts. The Reserve Accounts are freely assignable by the
      Bank
      without the consent of the applicable Merchant or any other party
      thereto.





(h)  Schedule
      6.7(h) sets
      forth the Credit Cards, other than MasterCard and VISA, for which the Bank
      has
      contracted to provide authorization and data capture services, and Schedule
      6.7(h) also
      identifies the Merchants to whom such non-MasterCard and VISA services are
      provided. All such agreements are attached hereto as Exhibit
      6.7(h).





6.8  **Merchants'
      Credit** . Schedule
      6.8 ,
      sets
      forth the twenty (20) Merchants with the highest dollar value of Credit Card
      transactions processed during the twelve (12) month period ending October 31,
      2005. All of the Merchants listed on Schedule
      6.8 are
      parties to a Merchant Agreement with the Bank, copies of which have been
      delivered to NOVA.





6.9  **EFT
      Networks** .
      The
      Bank is a member in good standing of the EFT Networks identified on Schedule
      6.9 attached
      hereto. The Bank and the Merchant Bankcard Business are in full compliance
      in
      all respects with all applicable rules and regulations of such EFT
      Networks.




6.10  **Draft
      Transactions** .
      The
      Bank does not accept Drafts from Merchants and no Merchant Agreement permits
      Draft deposits, including with respect with cash advance transactions. There
      are
      no Merchants who make Draft deposits.




6.11  **Consents
      and Approvals.**





(a)  Except
      as
      set forth on Schedule
      6.11 ,
      no
      action of, or filing with, any governmental or public body is required by the
      Bank to authorize, or is otherwise required in connection with, the execution
      and delivery by the Bank of this Agreement or the other Operative Documents
      or,
      if required, the requisite filing has been accomplished and all necessary
      approvals obtained.





(b)  Except
      as
      set forth on Schedule
      6.11 ,
      no
      filing, consent or approval is required by virtue of the execution hereof or
      any
      other Operative Document by the Bank or the consummation of any of the
      transactions contemplated herein by the Bank to avoid the violation or breach
      of, or the default under, or the creation of a lien on any of the Assets Sold
      pursuant to the terms of, any law, regulation, order, decree or award of any
      court or governmental agency or any lease, agreement, contract, mortgage, note,
      license, or any other instrument to which the Bank is a party or to which the
      Bank or any of the Assets Sold is subject.




6.12  **Leases** . Schedule
      6.12 contains
      a true, correct and complete list of all (i) leases (including any capital
      leases) and lease-purchase arrangements pursuant to which the Bank leases real
      or personal property related to the Merchant Bankcard Business from others,
      and
      (ii) lease, rental and lease-purchase arrangements pursuant to which the Bank
      leases property to any Merchant or other party in connection with the Merchant
      Bankcard Business. Schedule
      6.12 specifies which of such leases, if any, are capital leases. The Bank has made
      available to NOVA a true, correct and complete copy of each of the items listed
      on Schedule
      6.12.





6.13  **Intellectual
      Property.**





(a)  With
      respect to the Merchant Bankcard Business, the Bank has made available to NOVA
      true, correct and complete copies of each trademark and service mark
      registration or application therefor.





(b)  The
      Bank
      has not heretofore infringed upon, and is not now infringing upon, and the
      continuation of the Merchant Bankcard Business as presently conducted will
      not
      infringe upon, any patent, service mark, trade name, trademark, copyright,
      trade
      secret, or other intellectual property, confidential information or proprietary
      information belonging to any other Person and the Bank has not agreed to
      indemnify any Person for or against any infringement.





(c)  To
      the
      Knowledge of the Bank no Person is infringing upon any of the Bank's patents,
      service marks, trademarks, copyrights, trade secrets, or other intellectual
      property that is or are related to the Merchant Bankcard Business.





6.14  **Litigation
      and Claims** . Schedule
      6.14 (i)
      sets
      forth all litigation, claims, suits, actions, investigations, proceedings or
      arbitrations, grievances or other procedures (including product liability and
      workers' compensation suits, actions or proceedings, and investigations
      conducted by any Credit Card Association) that are pending, or to the Knowledge
      of the Bank, threatened, in or before any court, commission, arbitration
      tribunal, or judicial, governmental or administrative department, body, agency,
      administrator or official, Card Association, or any other entity or forum for
      the resolution of grievances, against the Bank and relating in any way to the
      Merchant Bankcard Business (collectively "Claims"), and (ii) indicates which
      of
      such Claims are being defended by an insurance carrier, and which of such Claims
      being so defended are being defended under a reservation of rights. The Bank
      has
      made available to NOVA true, correct and complete copies of all pleadings,
      briefs and other documents filed in each pending litigation, claim, suit,
      action, investigation, proceeding, arbitration, grievance or other procedure
      listed in Schedule
      6.14, and the
      judgments, orders, writs, injunctions, decrees, civil investigative demands,
      plea agreements, stipulations and awards listed in Schedule
      6.14.





6.15  **Merchant
      Bankcard Business Employees** . Schedule
      6.15 sets
      forth the names and current compensation (broken down by category, e.g. salary,
      bonus, commission), together with the date and amount of the last increase
      in
      compensation for each such person, and the title and functional positions of
      all
      employees of the Bank who work either full or part-time in connection with
      the
      Merchant Bankcard Business ("Merchant Bankcard Business Employees"). Except
      as
      set forth on Schedule
      6.15, no
      Merchant Bankcard Business Employee is a party to any employment agreement,
      arrangement or understanding with the Bank. The federal employer identification
      number of the Bank is set forth in Schedule
      6.15 .





6.16  **Labor;
      Collective Bargaining** .
      There
      are no labor contracts, collective bargaining agreements, letters of
      understanding or other arrangements, formal or informal, with any union or
      labor
      organization covering any of the Merchant Bankcard Business Employees and none
      of said employees are represented by any union or labor
      organization.





6.17  **Required
      Licenses and Permits.** No
      licenses, permits or other authorizations of governmental authorities are
      necessary for the conduct of the Merchant Bankcard Business by the
      Bank.





6.18  **Agreements,
      Contracts and Commitments** .
      Except
      as set forth and specifically identified in Sections (or the corresponding
      Schedules) 6.7, 6.12, 6.15, 6.16 and 6.20:





(a)  The
      Bank
      does not have any agreement, contract, commitment or relationship, whether
      written or oral, related to the Merchant Bankcard Business, by which NOVA could
      be bound;





(b)  The
      Bank
      does not have any outstanding contract related to the Merchant Bankcard
      Business, written or oral, with any officer, employee, agent, consultant,
      advisor, salesman, manufacturer's representative, distributor, dealer,
      subcontractor, or broker that is not cancelable by the Bank, on notice of not
      longer than thirty (30) days and without liability, penalty or premium of any
      kind, except liabilities which arise as a matter of law upon termination of
      employment, or any agreement or arrangement related to the Merchant Bankcard
      Business providing for the payment of any bonus or commission based on sales
      or
      earnings;





(c)  The
      Bank
      is not subject to any contract or agreement related to the Merchant Bankcard
      Business containing covenants limiting the freedom of the Bank to compete in
      any
      line of business in any geographic area;





(d)  With
      respect to the Merchant Bankcard Business, there is no contract, agreement
      or
      other arrangement entitling any Person to any profits, revenues or cash flows
      of
      the Bank or requiring any payments or other distributions based on such profits,
      revenues or cash flows.





6.19  **Agreements
      in Full Force and Effect** .
      Except
      as expressly set forth on Schedule
      6.19, all
      contracts and agreements referred to, or required to be referred to, herein
      or
      in any Schedule delivered hereunder are valid and binding, and are in full
      force
      and effect and are enforceable in accordance with their terms. The Bank has
      not
      received notice of any pending or threatened bankruptcy, insolvency or similar
      proceeding with respect to any party to such agreements, and no event has
      occurred which (whether with or without notice, lapse of time or the happening
      or occurrence of any other event) would constitute a default thereunder by
      the
      Bank, or to the Knowledge of the Bank, any other party thereto.





6.20  **Vendors
      and Suppliers** . Schedule
      6.20 sets
      forth a true, correct and complete list of each supplier to the Bank of goods
      and services directly related to the Merchant Bankcard Business that charged,
      billed or invoiced the Bank in excess of $10,000 during the twelve (12) month
      period ended September 30, 2005. The Bank has provided to NOVA true, correct
      and
      complete copies of all agreements and contracts between the Bank and any of
      the
      Persons listed on Schedule 6.20.





6.21  **Absence
      of Certain Changes and Events** .
      Except
      as set forth on Schedule
      6.21, since
      December 31, 2004, the Bank has conducted the Merchant Bankcard Business only
      in
      the ordinary course, and has not:





(a)  suffered
      any damage or destruction adversely affecting the Merchant Bankcard
      Business;





(b)  suffered
      any adverse change in the working capital, assets, liabilities, financial
      condition, or business prospects relating to the Merchant Bankcard Business,
      or
      relationships with any suppliers listed on Schedule
      6.20;





(c)  except
      for customary increases based on term of service or regular promotion of
      non-officer employees, increased (or announced any increase in) the compensation
      payable or to become payable to any Merchant Bankcard Business Employee, or
      increased (or announced any increase in) any bonus, insurance, pension or other
      employee benefit plan, payment or arrangement for Merchant Bankcard Business
      Employees, or entered into or amended any employment, consulting, severance
      or
      similar agreement with any Merchant Bankcard Business Employee;





(d)  incurred,
      assumed or guaranteed any liability or obligation (absolute, accrued, contingent
      or otherwise) with respect to the Merchant Bankcard Business, other than a
      non-material amount in the ordinary course of business consistent with past
      practice;





(e)  paid,
      discharged, satisfied or renewed any claim, liability or obligation with respect
      to the Merchant Bankcard Business, other than payment of a non-material amount
      in the ordinary course of business consistent with past practice;





(f)  permitted
      any of the Assets Sold to be subjected to any mortgage, lien, security interest,
      restriction, charge or other encumbrance of any kind;





(g)  waived
      any material claims or rights with respect to the Merchant Bankcard
      Business;





(h)  sold,
      transferred or otherwise disposed of any of the assets used in the Merchant
      Bankcard Business, except non-material assets in the ordinary course of business
      consistent with past practice;





(i)  made
      any
      single capital expenditure or investment with respect to the Merchant Bankcard
      Business in excess of $10,000;





(j)  made
      any
      change in any method, practice or principle of financial or tax accounting
      that
      in any manner affected the Merchant Bankcard Business or any financial
      information relating to or derived from the Merchant Bankcard
      Business;





(k)  managed
      working capital components relating to the Merchant Bankcard Business, including
      cash, receivables, other current assets, trade payables and other current
      liabilities in a fashion inconsistent with past practice, including failing
      to
      sell inventory and other property in an orderly and prudent manner or failing
      to
      make all budgeted and other normal capital expenditures, repairs, improvements
      and dispositions;





(l)  paid,
      loaned, advanced, sold, transferred or leased any Asset Sold to any employee,
      except for normal compensation involving salary and benefits;





(m)  entered
      into any commitment or transaction, other than a non-material commitment or
      transaction entered into in the ordinary course of business consistent with
      past
      practice, affecting the Merchant Bankcard Business; or





(n)  agreed
      in
      writing, or otherwise, to take any action described in this Section
      6.20.





6.22  **Finder's
      Fees** .
      The
      Bank has not made any commitment or done any act that would create any liability
      to any Person other than themselves for any brokerage, finder's or similar
      fee
      or commission in connection with this Agreement or the transactions contemplated
      hereby.





6.23  **Disclosure** .
      No
      representations, warranties, assurances or statements by the Bank in this
      Agreement, and no statement contained in any document (including the Financial
      Information and the Schedules and Exhibits), certificates or other writings
      furnished by the Bank (or caused to be furnished by the Bank) to NOVA or any
      of
      its representatives pursuant to the provisions hereof, contains any untrue
      statement of material fact, or omits or will omit to state any fact necessary,
      in light of the circumstances under which such statement was made, in order
      to
      make the statements herein or therein not misleading.





**ARTICLE
      VII**





**REPRESENTATIONS
      AND WARRANTIES OF NOVA**





NOVA
      makes the following representations and warranties to the Bank as of the date
      hereof and as of the Effective Date:





7.1  **Organization** .
      NOVA is
      a corporation duly organized and validly existing under the laws of the State
      of
      Georgia and is authorized to conduct its business under those laws





7.2  **Authority** .
      NOVA
      has the right, power, capacity and authority to enter into and deliver the
      Operative Documents, to perform its obligations under the Operative Documents,
      and to effect the transactions contemplated by the Operative Documents. The
      execution, delivery and performance of the Operative Documents have been
      approved by all requisite corporate action on the part of NOVA, and, when
      executed and delivered pursuant hereto, the Operative Documents will constitute
      valid and binding obligations of NOVA enforceable in accordance with their
      terms.





7.3  **Governmental
      Notices** .
      NOVA
      has not received notice from any federal, state or other governmental agency
      or
      regulatory body indicating that such agency or regulatory body would oppose
      or
      not grant or issue its consent or approval, if required, with respect to the
      transactions contemplated by the Operative Documents.





7.4  **No
      Violations** .
      The
      execution and delivery by NOVA of the Operative Documents and its performance
      thereunder will not: (i) violate, conflict with, result in a breach of or
      constitute (with or without notice or lapse of time or both) a default under,
      any material agreement, indenture, mortgage or lease to which NOVA is a party
      or
      by which it or its properties are bound; (ii) constitute a violation by NOVA
      of
      any material law or governmental regulation applicable to NOVA; (iii) violate
      any provision of the Articles of Incorporation or Bylaws of NOVA; or (iv)
      violate any order, judgment, injunction or decree of any court, arbitrator
      or
      governmental body against or binding upon NOVA.





7.5  **Consents
      and Approvals** .





(a)  No
      action
      of, or filing with, any governmental or public body is required by NOVA to
      authorize, or is otherwise required in connection with, the execution and
      delivery by NOVA of this Agreement or the other Operative Documents or, if
      required, the requisite filing has been accomplished and all necessary approvals
      obtained.





(b)  No
      filing, consent or approval is required by virtue of the execution hereof or
      any
      other Operative Document by NOVA or the consummation of any of the transactions
      contemplated herein by NOVA to avoid the violation or breach of any law,
      regulation, order, decree or award of any court or governmental agency, or
      any
      lease, agreement, contract, mortgage, note, license, or any other instrument
      to
      which NOVA is a party or is subject, or, if required, the requisite filing
      has
      been accomplished and all necessary approvals obtained.





7.6  **Finder's
      Fees** .
      NOVA
      has not made any commitment or done any act that would create any liability
      to
      any Person other than itself for any brokerage, finder's or similar fee or
      commission in connection with this Agreement or the transactions contemplated
      hereby.





**ARTICLE
      VIII**





**COVENANTS
      OF THE PARTIES**





The
      parties hereto hereby covenant and agree as follows:





8.1  **Credit
      Card Association/EFT Network Filings** .
      NOVA
      and the Bank shall cooperate with each other to file with the Credit Card
      Associations and the EFT Networks any document or information that each such
      Credit Card Association or EFT Network deems to be required or desirable to
      be
      filed in order for the acquisition contemplated by this Agreement to be
      completed.





8.2  **Employee
      Benefit Plans** .
      NOVA
      shall not adopt, assume or otherwise become responsible for, either primarily
      or
      as a successor employer, any assets or liabilities of any employee benefit
      plans, arrangements, commitments or policies currently provided by the Bank
      or
      by any member of the Bank's controlled group of corporations; and if and to
      the
      extent that NOVA is deemed by law or otherwise to be liable as a successor
      employer for such purposes, the Bank shall indemnify NOVA for the full and
      complete costs, fees and other liabilities which result. In particular, NOVA
      shall not assume liability for any group health continuation coverage or
      coverage rights under Internal Revenue Code Section 4980B and ERISA Section
      606
      which exist as of the Closing Date or the Effective Date or which may arise
      as a
      result of the Bank's termination of any group health plan or plans, and if
      and
      to the extent that NOVA is deemed by law or otherwise to be liable as a
      successor employer for such group health continuation coverage purposes, the
      Bank shall indemnify NOVA for the full and complete costs, fees and other
      liabilities which result.





**ARTICLE
      IX**





**CONDITIONS
      TO OBLIGATIONS OF THE BANK AND PARENT**





Each
      of
      the obligations of the Bank to be performed hereunder shall be subject to the
      satisfaction (or waiver by the Bank) at or before the Closing of each of the
      following conditions:





9.1  **Required
      Governmental Approvals** .
      All
      governmental authorizations, consents and approvals necessary for the valid
      consummation of the transactions contemplated hereby shall have been obtained
      and shall be in full force and effect. All applicable governmental
      pre-acquisition filing, information furnishing and waiting period requirements
      shall have been met or such compliance shall have been waived by the
      governmental authority having authority to grant such waivers.





9.2  **The
      Marketing Agreement** .
      NOVA
      shall have executed and delivered to the Bank the Marketing Agreement attached
      hereto as Exhibit
      10.5.





9.3  **Bill
      of Sale and Assignment and Assumption Agreement.** NOVA
      shall have executed and delivered to the Bank the Bill of Sale and Assignment
      and Assumption Agreement.





9.4  **Credit
      Card Associations/EFT Networks** .
      All
      filings required pursuant to Section 8.1 shall have been made, and all approvals
      required pursuant to Section 8.1 shall have been received, and neither the
      Bank
      nor NOVA shall have received any objection of any kind from a Credit Card
      Association either in response to the filings required under Section 8.1 or
      otherwise.





9.5  **Documents
      Satisfactory in Form and Substance** .
      All
      agreements, certificates, opinions and other documents delivered by NOVA to
      the
      Bank hereunder shall be in form and substance satisfactory to counsel of the
      Bank, in the exercise of such counsel's reasonable judgment.





9.6  **Documents
      Satisfactory in Form and Substance** .
      All
      agreements, certificates, opinions and other documents delivered by NOVA to
      the
      Bank hereunder shall be in form and substance satisfactory to counsel of the
      Bank, in the exercise of such counsel's reasonable judgment.





**ARTICLE
      X**





**CONDITIONS
      TO OBLIGATIONS OF NOVA**





The
      obligations of NOVA to be performed hereunder shall be subject to the
      satisfaction (or waiver by NOVA) at or before the Closing of each of the
      following conditions:





10.1  **Required
      Governmental Approvals** .
      All
      governmental authorizations, consents and approvals necessary for the valid
      consummation of the transactions contemplated hereby shall have been obtained
      and shall be in full force and effect. All applicable governmental
      pre-acquisition filing, information furnishing and waiting period requirements
      shall have been met or such compliance shall have been waived by the
      governmental authority having authority to grant such waivers.





10.2  **Other
      Necessary Consents.** The Bank
      shall have obtained all consents and approvals (and estoppel certificates)
      listed on Schedule
      6.11 .
      With
      respect to each such consent or approval, NOVA shall have received written
      evidence, satisfactory to it, that such consent or approval has been duly and
      lawfully filed, given, obtained or taken and is effective, valid and
      subsisting.





10.3  **Corporate
      Resolutions** .
      The
      Bank shall have delivered to NOVA certified resolutions of the Bank authorizing
      this Agreement and all other agreements and transactions contemplated
      hereby.





10.4   **Non-Competition
      Agreement** .
      The
      Bank and the parent company of the Bank, TIB Financial Corp. ("Parent"), shall
      have executed and delivered to NOVA the Non-Competition Agreement.





10.5  **Marketing
      Agreement** .
      The
      Bank and Parent shall have executed the Marketing Agreement.





10.6  **Bill
      of Sale and Assignment and Assumption Agreement** .
      The
      Bank shall have executed and delivered to NOVA the Bill of Sale and Assignment
      and Assumption Agreement.





10.7  **Credit
      Card Associations/EFT Networks** .
      All
      filings required pursuant to Section 8.1 shall have been made, and all approvals
      required pursuant to Section 8.1 shall have been received, and neither the
      Bank
      nor NOVA shall have received any objection of any kind from a Credit Card
      Association either in response to the filings required under Section 8.1 or
      otherwise.





10.8  **Certified
      Charter and Good Standing Certificates** .
      The
      Bank shall deliver to NOVA a certified copy of the Charter of the Bank together
      with a Good Standing Certificate, or Certificate of similar import, from the
      Florida Secretary of State or similar authority for the Bank.





10.9  **Documents
      Satisfactory in Form and Substance** .
      All
      agreements, certificates, opinions and other documents delivered by the Bank
      and
      Parent to NOVA hereunder shall be in form and substance satisfactory to counsel
      of NOVA, in the exercise of such counsel's reasonable judgment.





**ARTICLE
      XI**





**INDEMNIFICATION**





11.1  **Indemnification
      by the Bank** .
      The
      Bank shall indemnify and hold harmless NOVA, its affiliates, their respective
      successors and assigns, and their respective directors, officers, employees
      and
      agents (each a "NOVA Protected Party") from any liability, loss, damage,
      diminution in value, cost, claim, suit, action or expense, including reasonable
      attorneys' and accountants' fees and expenses (collectively, "NOVA Loss"),
      incurred by a NOVA Protected Party that results from or arises out of (i) any
      breach or inaccuracy of any representation or warranty of the Bank set forth
      in
      the Operative Documents, whether such breach or inaccuracy exists or is made
      as
      of the Closing Date or the Effective Date; (ii) the breach by the Bank of any
      of
      their covenants or agreements contained in the Operative Documents; (iii) any
      liability or obligation, contingent or otherwise, of the Bank, or otherwise
      arising from or relating to the Bank's Merchant Bankcard Business, exclusive
      of
      the Assumed Liabilities; and (iv) violations of law, governmental rules or
      regulations, Credit Card Association rules or regulations, EFT Network rules
      and
      regulations, or wrongdoing or negligence by the Bank in performing obligations
      in connection with this Agreement.





11.2  **Indemnification
      by NOVA** .
      NOVA
      shall indemnify and hold harmless the Bank, its affiliates and their respective
      directors, officers, employees and agents (each a "Bank Protected Party") from
      any liability, loss, damage, diminution in value, cost, claim, suit, action
      or
      expense, including reasonable attorneys' and accountants' fees and expenses
      (collectively, "Bank Loss"), incurred by a Bank Protected Party that results
      from or arises out of (i) any breach or inaccuracy of any representation or
      warranty of NOVA set forth in the Operative Documents, whether such breach
      or
      inaccuracy exists or is made as of the Closing Date or the Effective Date;
      (ii)
      the breach by NOVA of any of its covenants or agreements contained in the
      Operative Documents; (iii) any Assumed Liability; or (iv) violations of law
      or
      governmental rules or regulations or wrongdoing or negligence by NOVA in
      performing obligations in connection with this Agreement.





11.3  **Loss
      or Asserted Liability** .
      Promptly after (a) becoming aware of circumstances that have resulted in a
      NOVA
      Loss or a Bank Loss or potential NOVA Loss or Bank Loss, whichever is applicable
      ("Loss" or "Losses"), for which any party hereto (the "Indemnitee") intends
      to
      seek indemnification under Section 11.1 or Section 11.2, or (b) receipt by
      the
      Indemnitee of written notice of any demand, claim or circumstances which, with
      or without the lapse of time, the giving of notice or both, would give rise
      to a
      claim or the commencement (or threatened commencement) of any action, proceeding
      or investigation (an "Asserted Liability") that may result in a Loss, the
      Indemnitee shall give written notice thereof (the "Claims Notice") to the other
      party obligated to provide indemnification pursuant to Section 11.1 or 11.2
      (the
      "Indemnifying Party"). The Claims Notice shall describe the Loss or the Asserted
      Liability in reasonable detail and shall indicate the amount (estimated, if
      necessary) of the Loss that has been or may be suffered by the Indemnitee.
      The
      Claims Notice may be amended on one or more occasions with respect to the amount
      of the Asserted Liability or the Loss at any time prior to final resolution
      of
      the obligation relating to the Asserted Liability or the Loss. Failure of the
      Indemnitee to give promptly the notice required by this Section 11.3 shall
      not
      relieve the Indemnifying Party of its obligations to indemnify under this
      Article XI.





11.4  **Opportunity
      to Contest** .
      The
      Indemnifying Party may elect to compromise or contest, at its own expense and
      by
      its own counsel, any Asserted Liability. If the Indemnifying Party elects to
      compromise or contest such Asserted Liability, it shall within thirty (30)
      days
      (or sooner, if the nature of the Asserted Liability so requires) of the date
      of
      the Indemnifying Party's receipt of the Claims Notice notify the Indemnitee
      or
      Indemnitees of its intent to do so by giving written notice thereof to the
      Indemnitee (the "Contest Notice"), and the Indemnitee shall cooperate, at the
      expense of the Indemnifying Party, in the compromise or contest of such Asserted
      Liability. If the Indemnifying Party elects not to compromise or contest the
      Asserted Liability, fails to notify the Indemnitee of its election as herein
      provided or contests its obligation to indemnify under this Agreement, the
      Indemnitee, upon further notice to the Indemnifying Party, shall have the right
      to pay, compromise or contest such Asserted Liability on behalf of and for
      the
      account and risk of the Indemnifying Party, subject to the right of the
      Indemnifying Party to assume the compromise or contest of such Asserted
      Liability at any time before final settlement or determination thereof. Anything
      in this Article XI to the contrary notwithstanding, (i) the Indemnitee shall
      have the right, at its own cost and expense and for its own account, to
      compromise or contest any Asserted Liability, and (ii) the Indemnifying Party
      shall not, without the Indemnitees' written consent, settle or compromise any
      Asserted Liability or consent to entry of any judgment which does not include
      an
      unconditional release of the Indemnitee from all liability in respect of such
      Asserted Liability. In any event, the Indemnitee and the Indemnifying Party
      may
      participate, at their own expense, in the contest of such Asserted Liability.
      If
      the Indemnifying Party chooses to contest any Asserted Liability, the Indemnitee
      shall make available to the Indemnifying Party any books, records or other
      documents within its control that are necessary or appropriate for, shall make
      its officers and employees available, on a basis reasonably consistent with
      their other duties, in connection with, and shall otherwise cooperate with,
      such
      defense.





11.5  **Indemnity
      Claims.**





(a)  The
      representations and warranties contained herein, in any other Operative
      Document, or in any certificate or other document delivered pursuant hereto
      or
      in connection herewith shall not be extinguished by the Closing but shall
      survive the Closing, subject to the limitations set forth in Section 11.5(b)
      hereof with respect to the time periods within which claims for indemnity must
      be asserted, and the covenants and agreements of the Bank and NOVA contained
      herein shall survive without limitation as to time except as may be otherwise
      specified herein. No investigation or other examination of the Bank or the
      Merchant Bankcard Business by NOVA, or its designees or representatives, shall
      affect the term of survival of any representation or warranty contained herein,
      in any other Operative Document, or in any certificate or other document
      delivered pursuant hereto or in connection herewith, or the term of the right
      of
      the NOVA Protected Parties or the Bank Protected Parties to seek indemnification
      asset forth in Section 11.5(b).





(b)  All
      claims for indemnification hereunder shall be asserted no later than two (2)
      years after the Closing Date, except as follows:





(i)  claims
      with respect to Losses arising out of or related in any way to the matters
      described in Sections l1.l(ii) (but only to the extent such Losses arise out
      of
      Section 4.2 of this Agreement or the Marketing Agreement or the Non-Competition
      Agreement), 1I.l(iii) and l1.l(iv), and 11.2(ii) (but only to the extent such
      Losses arise of the Marketing Agreement or the Non-Competition Agreement),
      l1.2(iii) and l1.2(iv) may be made without limitation, except as limited by
      law;
      and





(ii)  claims
      with respect to Losses arising out of or related in any way to claims made
      by
      third parties (including federal, state or local authorities or private parties)
      against any of the NOVA Protected Parties or the Bank Protected Parties with
      respect to any of the matters described in Section 11.1 hereof may be asserted
      until the expiration of the applicable statute of limitations with respect
      thereto.





(c)  Nothing
      herein shall be deemed to prevent any party hereto from making a claim for
      a
      Loss hereunder for potential or contingent claims or demands provided the notice
      of Loss sets forth the specific basis for any such potential or contingent
      claim
      or demand to the extent then feasible and the Indemnitee has reasonable grounds
      to believe that such a claim or demand may become actual. Upon notice to the
      Bank, which notice shall set forth in reasonable detail the basis therefor,
      NOVA, acting in good faith, shall be entitled to set-off any amount or right
      it
      may be entitled to hereunder against any amount, right or obligation owed to
      the
      Bank under this Agreement or any other Operative Document, so long as NOVA
      has
      given notice to the Bank of such claim as required by this Agreement and either
      (i) such claim has been finally resolved in NOVA's favor, or (ii) in the event
      that the Bank disputes such claim, such claim is in the process of resolution
      as
      provided by this Agreement





(d)
      Any
      claim or claims for any Loss or Losses under this Article XII shall only be
      made
      once the aggregate of all Losses incurred or claimed by such Indemnitee
      (together with all concurrent or prior claims hereunder) exceeds ten thousand
      dollars ($10,000) (the "Threshold Amount"), at which time the Indemnifying
      Party
      shall be obligated to indemnify the Indemnitee for the entire amount, including
      the Threshold Amount.





**ARTICLE
      XII**





**DEFINITIONS
      AND RULES OF INTERPRETATION**





12.1  **Definitions.** For
      purposes of this Agreement, the capitalized terms have the following respective
      meanings:





***"Agreement"*** means
      this Agreement, including all schedules and exhibits hereto, and, if amended,
      modified or supplemented, as the same may be so amended, modified or
      supplemented from time to time.





***"Assumed
      Liabilities"*** ** means
      the
      following liabilities or obligations:





(a)  the
      obligations of the Bank arising on or after the Effective Date to perform under
      the Merchant Agreements assigned to NOVA pursuant to this
      Agreement;





(b)  the
      obligations of the Bank to pay assessments, interchange fees, transaction fees,
      fines, penalties or other fees or charges to the Credit Card Associations and
      the EFT Networks, provided that such obligations relate to transactions which
      occur under the Merchant Agreements on or after the Effective Date;





(c)  chargebacks
      in respect of any Credit Card transaction processed by NOVA pursuant to a
      Merchant Agreement if such Credit Card transaction is received by electronic
      transmission or otherwise under and in compliance with the rules and regulations
      of Credit Card Associations on and after the Effective Date and other Credit
      Losses on and after the Effective Date, but only to the extent that such
      chargeback or other Credit Loss relates to or arises out of an original sales
      transaction occurring on or after the Effective Date;





(d)  any
      liability arising on or after the Effective Date under any Other Assumed
      Contract (other than any liability arising out of or relating to a breach of
      the
      Bank that occurred prior to the Effective Date), but only to the extent that
      such liability (i) relates to or arises out of events, transactions, or
      omissions of NOVA on or after the Effective Date, (ii) is not required to be
      performed prior to the Effective Date, and (iii) is disclosed in or discernible
      from the face of such Other Assumed Contract; and





(e)  any
      other
      claims, liabilities or litigation in respect of the Merchant Agreements, the
      Equipment, the Inventory, and the business conducted in connection with the
      foregoing, provided that any such claim, liability or litigation (i) relates
      to
      or arises out of events, transactions, or omissions of NOVA on or after the
      Effective Date, and (ii) does not relate to or arose out of events, transactions
      or omissions of the Bank prior to the Effective Date.





Without
      limiting the foregoing, the Assumed Liabilities shall be limited to the
      liabilities and obligations specified in the preceding portion of this
      definition, and shall not in any event include (x) any penalties, costs or
      fees
      that may be incurred by the Bank in connection with the termination or
      expiration of the Bank's or any affiliate's agreement(s) with any third party
      service providers, or (y) any losses as the result of a chargeback or Credit
      Loss in respect of any Merchant Agreement that result from transactions, events,
      acts or omissions of the Bank or a merchant which occurred prior to the
      Effective Date. In addition, the Assumed Liabilities shall not in any event
      include any penalties or fees that may be incurred by the Bank in connection
      with the termination of the Third Party Processing Agreement. Further, the
      Assumed Liabilities, as the same relate to the Merchant Agreements,
      respectively, shall be further limited to those disclosed in and discernible
      from the face of the Standard Merchant Agreements.





***“Bill
      of Sale and Assignment and Assumption Agreement”*** ** means
      the
      written instrument to be entered into at the Closing between the Bank and NOVA
      in the form attached hereto as Exhibit
      1.2 .





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





***“Credit
      Card Associations”*** ** means
      VISA U.S.A., Inc., VISA International, Inc., MasterCard International
      Incorporated, American Express, Discover Network, JCB, Diners Club International
      Ltd. and any other similar organizations or associations, and any successor
      organizations or associations 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.




***“Drafts”*** ** means
      documentary evidence of Credit Card sales deposited by Merchants with the
      Bank.




***“EFT
      Network”*** ** means
      electronic funds transfer networks such as Star Systems, PULSE EFT Association,
      NYCE, and any other similar organizations or associations, and any successor
      organizations or associations to any of the foregoing.




***“Equipment”*** means
      the
      point-of-sale terminals, printers and other equipment, supplies, or
      point-of-sale assets utilized by Merchants, or held for lease, sale or swap
      to
      Merchants, and owned or leased by the Bank, and computer equipment and software,
      office equipment and furniture, and all other equipment used or useful in the
      Merchant Bankcard Business.




***“Excluded
      Assets”*** ** means
      the
      assets specified on Schedule
      1.1(a) attached
      hereto and shall also include, whether or not listed on Schedule
      l.1(a) ,
      all
      rights and obligations of the Bank under any third party contract (other than
      Merchant Agreements) to which the Bank is a party that is not specifically
      identified on Schedule
      1.1(b).




***“Inventory”*** ** means
      the
      imprinters, sales draft forms, application forms, decals and all other merchant
      supplies of the Bank.




***“Knowledge”*** ** means,
      with respect to any party to this Agreement, the actual knowledge after due
      and
      reasonable inquiry of such party's executive or senior operational officers
      and
      directors.




***“Marketing
      Agreement”*** ** means
      the
      Marketing and Sales Alliance Agreement among Parent, the Bank and NOVA in the
      form of Exhibit
      10.5 attached
      hereto, and if amended, modified or supplemented, as the same may be so amended,
      modified or supplemented from time to time.




***“Merchant”*** ** means
      any
      Person (other than NOVA or the Bank) (a) that has entered into a Merchant
      Agreement prior to the Effective Date, or (b) that is identified on Schedule
      6.7(a)(iv).




***“Merchant
      Agreement”*** ** means
      an
      agreement between the Bank and a Merchant pursuant to which the Merchant
      undertakes to honor Credit Cards and/or Debit Cards and the Bank agrees to
      accept Credit Card and/or Debit Card transaction records; provided,  however, that
      in
      no event shall "Merchant Agreement" include any merchant agreement included
      on Schedule
      1.1(a) as
      an
      "Excluded Asset."




***“Merchant
      Bankcard Business”*** ** means
      the
      providing of point-of-sale-based Credit Card, Debit Card and other card-based
      transaction processing services and electronic payment and settlement services
      (including the sale or lease of products and services related thereto) relating
      to the Assets Sold and the Assumed Liabilities to Merchants and other similar
      customers, but shall specifically exclude any such activity relating to the
      Excluded Assets.




***“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.




***“Non-Competition
      Agreement”*** ** means
      the
      Non-Competition Agreement among Parent, the Bank and NOVA in the form of Exhibit
      l0. 4
      attached hereto, and if amended, modified or supplemented, as the same may
      be so
      amended, modified or supplemented from time to time.




***“Operative
      Documents”*** ** means
      this Agreement, the Marketing Agreement, the Assignment and Assumption
      Agreement, the Non-Competition Agreement, and all other documents, agreements,
      certificates or instruments executed and delivered in connection herewith and
      therewith.




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




***“Standard
      Merchant Agreements”*** ** means
      the
      forms of Merchant Agreements attached hereto as Exhibit
      6. 7(b )(i).




***“Transition*** **Date”** means
      the date that is four (4) months after the Closing Date, or any date thereafter
      if said Transition Date is extended pursuant to Section 3.6.




***“Transition*** **Period”** means
      the period from the Effective Date through and including the Transition
      Date.




12.2  **Other
      Definitions; Rules of Interpretation.**




(a)  All
      terms
      defined herein shall have the defined meanings when used in any Operative
      Document, certificate or other document made or delivered pursuant hereto unless
      otherwise defined therein. Singular terms shall include the plural, and vice
      versa, unless the context otherwise requires.




(b)  Exhibits
      and Schedules referenced in this Agreement are deemed to be incorporated herein
      by reference. The term “including” shall mean “including without
      limitation.”




**ARTICLE
      XIII**




**MISCELLANEOUS**







13.1  **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
      expenses.





13.2  **Notices
      and Payments** .
      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 (e.g.,


FedEx)
      as
      follows:





If
                to the Bank:
            
            TIB
                Bank
              99451
                Overseas Highway
              Key
                Largo, Florida 33037
              Attention:Andrew
                D. Wallace,
              Executive
                Vice President and*COO*with
                a copy to:
              (which
                shall not constitute notice)
            
            Gary
                M. Carman & Associates
              1415
                Panther Lane
              Naples,
                Florida 34109If
                to NOVA:
            
            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)
            
            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
              Sun
                Trust 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 13.2. Any notice, demand or other communication given pursuant to the
      provisions of this Section 13.2 shall be deemed to have been given on the date
      actually delivered.




13.3  **Third-Party
      Beneficiaries** .
      No
      party to this Agreement intends this Agreement to benefit or create any right
      or
      cause of action in or on behalf of any Person other than the Bank and
      NOVA.




13.4  **Independent
      Contractors** .
      Nothing
      contained in this Agreement or any other Operative Document 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.




13.5  **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, controlled 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 the 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.




13.6  **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.




13.7  **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




13.8  **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.




13.9  **Governing
      Law** .
      This
      Agreement is made and entered into under the laws of the State of Georgia,
      and
      the laws of that State (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.




13.10  **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.




13.11  **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 herein expressed. This Agreement and the other written instruments
      specifically referred to herein embody the entire understanding of the parties
      and supersede in their entirety all prior communication, correspondence, and
      instruments among the parties with respect to the subject matter hereof,
      including the Letter of Intent, dated November 22, 2005, and there are no
      further or other agreements or understandings, written or oral, in effect
      between the parties relating to the subject matter hereof.




13.12  **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 or delayed.




13.13  **Survival** .
      Each
      party, acknowledging that the other is entitled to rely on its representations,
      warranties, covenants and agreements in this Agreement in order to preserve
      the
      benefit of the bargain otherwise represented by this Agreement, agrees that
      neither the survival of such representations, warranties, covenants and
      agreements, nor their enforceability nor any remedies for breaches of them
      will
      be affected by any knowledge of a party regardless of when or how such party
      acquired such knowledge, specifically including disclosures of facts and/or
      circumstances after the date of this Agreement.




*(Signatures
      begin on following page)*








**IN
      WITNESS WHEREOF** ,
      the
      parties hereto have duly executed and delivered this Merchant Asset Purchase
      Agreement as of the date first written above.





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








**INDEX
      OF SCHEDULES AND EXHIBITS**





**Schedules**
            **Description**1.1(a)
            Excluded
                Assets1.1(b)
            Other
                Assumed Contracts3.3(a)
            Transition
                Expenses3.3(d)
            Service
                Coordinator6.5(a)
            Equipment6.5(b)
            Inventory6.6(a)
            Financial
                Information6.6(b)
            Annualized
                Credit Card Sales Volume and Debit Card Sales Volume6.7(a)(i)
            Merchants6.7(a)(iii)
            Notice
                of Election to Terminate Merchant Agreements and Exceptions to Credit
                Card
                Processing Activity6.7(a)(iv)
            Merchants
                Not Party to Merchant Agreement6.7(b)
            Exceptions
                to Possession of Original Executed Copy of Merchant
                Agreements6.7(c)
            Merchant
                Guarantees6.7(g)
            Reserve
                Accounts6.7(h)
            Non-VISA
                and MasterCard Services6.8
            Top
                20 Merchants6.9
            EFT
                Networks6.11
            Consents
                and Approvals6.12
            Leases6.14
            Litigation6.15
            Merchant
                Bankcard Business Employees6.19
            Exceptions
                to Agreements in Full Force and Effect6.20
            Vendors
                and Suppliers6.21
            Exceptions
                to Absence of Certain Changes and Events**Exhibits**
            **Description**1.2
            Bill
                of Sale and Assignment and Assumption Agreement6.
                7(b )(i)
            Standard
                Merchant Agreement6.7(c)
            Standard
                Merchant Guarantee6.7(h)
            American
                Express, Discover, Diner's Club and JCB Agreements10.4
            Non-Competition
                Agreement10.5
            Marketing
                Agreement