**EXHIBIT
      10.17**








**EXECUTION
      COPY**





**NON-COMPETITION
      AGREEMENT**





**THIS
      NON-COMPETITION AGREEMENT** (this
“Agreement”) is made, entered into and effective as of this 29 th day of
      December, 2005 by and among **TIB
      BANK** ,
      a bank
      chartered under the laws of the State of Florida (the “Bank”), **TIB
      FINANCIAL CORP** .,
      a
      Florida corporation and the sole shareholder of the Bank (“Parent”), and **NOVA
      INFORMATION SYSTEMS, INC** .,
      a
      Georgia corporation (“NOVA”).





**BACKGROUND
      AND PURPOSE**





(A)
            The
                Bank and NOVA are in the business of providing 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) to merchants, financial
                institutions (including associate banks), independent sales organizations,
                and other similar customers (the “Merchant Bankcard
                Business”).





(B)
            The
                Bank is a party to certain “Merchant Agreements” in connection with the
                Merchant Bankcard Business.





(C)
            The
                Bank has sold to NOVA, and NOVA has purchased from the Bank, all
                of the
                Bank's assets relating to the Bank's Merchant Bankcard Business,
                including
                but not limited to Merchant Agreements, pursuant to the Merchant
                Asset
                Purchase Agreement among NOVA, Parent and the Bank dated as of even
                date
                herewith (the “Purchase
                Agreement”).





(D)
            In
                connection with the Purchase Agreement, NOVA has assumed certain
                obligations of the Bank.





(E)
            In
                connection with and as a fundamental part of the Purchase Agreement,
                the
                Bank, Parent and NOVA have entered into the Marketing and Sales Alliance
                Agreement dated as of even date herewith (the "Marketing
                Agreement").




(F)
            NOVA**engages
                in the Merchant Bankcard Business in the United States of America,
                and
                NOVA and its assigns will continue to develop and expand its Merchant
                Bankcard Business throughout the United States of
                America.





(G)
            As
                a condition precedent to the entering into of the Purchase Agreement
                and
                the Marketing Agreement, and in order to protect the goodwill and
                other
                value of the Assets Sold (as defined in the Purchase Agreement) and
                to
                protect the legitimate business interests of NOVA, NOVA has required
                the
                Bank and Parent to enter into this
                Agreement.





**THE
      AGREEMENT**





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





**ARTICLE
      I**





**DEFINITIONS**





1.1  **Definitions** .
      The
      following capitalized terms, when used in this Agreement, shall have the
      following definitions:





***“Assets
      Sold”*** ** shall
      have the meaning given to it in the Purchase Agreement.





***"Knowledge"*** ** shall
      have the meaning given to it in the Purchase Agreement





***"Merchant"*** ** shall
      have the meaning given to it in the Purchase Agreement





***"Merchant
      Bankcard Business"*** ** shall
      have the meaning given to it in Recital A of this Agreement.





***"Merchant
      Services"*** ** shall
      have the meaning given to it in the Marketing Agreement





***"Payment
      Network*** *"* shall
      have the meaning given to it in the Marketing Agreement.




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





***“Referred
      Merchant"*** ** shall
      have the meaning given to it in the Marketing Agreement




***"Restricted
      Party"*** ** means
      the
      Bank, Parent and their respective subsidiaries and affiliates in existence
      from
      time to time.





**ARTICLE
      II**





**RESTRICTIVE
      COVENANTS OF THE BANK AND PARENT**





2.1  **Non-Solicitation** .
      During
      the term of this Agreement (including any extensions or renewals hereof) and
      for
      two (2) years thereafter, no Restricted Party shall, directly or indirectly,
      whether individually, in partnership, jointly, or in conjunction with, or on
      behalf of, any person, firm, partnership, corporation, or unincorporated
      association or entity of any kind:





(a)  solicit
      or contact any Merchant or Referred Merchant, for the purpose of directly or
      indirectly providing or receiving Merchant Services anywhere in the United
      States.





(b)  employ
      or
      engage, or seek to employ or engage, any person who is or was at any time during
      the term of this Agreement an employee of NOVA, unless such person voluntarily
      resigns from employment with NOVA without any direct or indirect solicitation,
      promise, arrangement, agreement or inducement from or on behalf of any
      Restricted Party; or





(c)  either
      orally or in writing, take any action which disparages NOVA (including its
      management, directors or officers) or its practices or which materially disrupts
      or impairs its normal operations, or, unless required by law, voluntarily
      provide assistance or information to any person or entity pursuing any claim,
      charge, or complaint against NOVA or to any other person or entity which, to
      the
      Knowledge of such Restricted Party, is adverse to NOVA.





2.2  **Non-Competition** .
      During
      the term of this Agreement (including any extensions or renewals hereof),
      subject to earlier termination as provided in Section 3.1 below, no Restricted
      Party shall, directly or indirectly, whether individually, in partnership,
      jointly, or in conjunction with, or on behalf of any person, firm, partnership,
      corporation, or unincorporated association or entity of any kind:





(a)  engage
      or
      participate, directly or indirectly, in the Merchant Bankcard Business anywhere
      in the United States, except for the benefit of NOVA as specifically provided
      in, and in strict compliance with the terms of, the Marketing Agreement (and
      subject to the provisions of Article III thereof); or





(b)  provide
      Merchant Services in the United States to any person or entity, or facilitate,
      refer, solicit, or otherwise participate or engage in the provision of Merchant
      Services anywhere in the United States to any person or entity, directly or
      indirectly, including by sponsoring any Person into or with any Credit Card
      Association or EFT Network, except for the benefit of NOVA as specifically
      provided in, and in strict compliance with the terms of, the Marketing Agreement
      (and subject to the provisions of Article III thereof).





2.3  **No
      Branding or Use of Name or Marks** .
      Except
      for the benefit of NOVA as specifically provided in, and in compliance with
      terms of, the Marketing Agreement (including Section 2.5 thereof), and without
      limiting the generality of the covenants set forth in Section 2.1 and 2.2
      hereof, no party shall use or be allowed to use any of the Bank's trade names,
      trademarks, or service marks, or otherwise publicize in any manner any
      affiliation with, or sponsorship or endorsement by, the Bank or any of its
      affiliates in connection with the Merchant Bankcard Business.





2.4  **Acknowledgments** .
      Each of
      Parent and the Bank acknowledges and agrees that the restrictions set forth
      in
      Sections 2.1, 2.2 and 2.3 hereof are reasonable and necessary to protect the
      legitimate business interests of NOVA, and are reasonable and necessary to
      protect the goodwill and other value of the Assets Sold, the Merchant Bankcard
      Business of NOVA, and the benefits bargained for by NOVA under the Purchase
      Agreement and the Marketing Agreement. Each of Parent and the Bank further
      acknowledges and agrees that the restrictions set forth in Sections 2.1, 2.2
      and
      2.3 hereof are narrowly drawn, are fair and reasonable in time and territory,
      and place no greater restraint upon Parent and the Bank than is reasonably
      necessary to secure the goodwill and other value of the Assets Sold, the
      Merchant Bankcard. Business of NOVA, and the benefits bargained for by NOVA
      under the Purchase Agreement and the Marketing Agreement.





2.5  **Remedies** .
      Each of
      the Bank and Parent acknowledges that a breach of the restrictions contained
      in
      Sections 2.1, 2.2 or 2.3 hereof will cause irreparable damage to NOVA, the
      exact
      amount of which will be difficult to ascertain, and that the remedies at law
      for
      any such breach will be inadequate. Accordingly, each of the Bank and Parent
      agrees that if it breaches the restrictions contained in Sections 2.1, 2.2
      or
      2.3 hereof, then NOVA shall be entitled to equitable relief, including but
      not
      limited to, injunctive relief, without posting bond or other security unless
      otherwise required by applicable law, as well as money damages
      insofar ** as
      they
      can be determined.





**ARTICLE
      III**





**RESTRICTIVE
      COVENANTS OF NOVA**





3.1  **Facilitation
      of Solicitation by U.S. Bank, N.A** .
      During
      the term of this Agreement (including any extensions or renewals hereof) NOVA
      shall not directly or indirectly facilitate the solicitation of Merchants or
      Referred Merchants by U.S. Bank, N.A. ("U.S. Bank"), for banking services (other
      than Merchant Bankcard Services) similar to the banking services provided by
      the
      Bank or Parent as of the date hereof, whether through information sharing,
      advertising, statement imprinting or otherwise; provided , however, that
      nothing in this Section 3.1 shall prevent NOVA from identifying U.S. Bank as
      the
      sponsoring member on materials provided to Merchants or Referred
      Merchants.





3.2  **Remedies** .
      NOVA
      acknowledges that a breach of the restrictions contained in Section 3.1 hereof
      will cause irreparable damage to the Bank, the exact amount of which will be
      difficult to ascertain, and that the remedies at law for any such breach will
      be
      inadequate. Accordingly, NOVA agrees that if it breaches the restrictions
      contained in Section 3.1 hereof, then the Bank shall be entitled to equitable
      relief, including but not limited to, injunctive relief, without posting bond
      or
      other security unless otherwise required by applicable law, as well as money
      damages insofar as they can be determined.


**ARTICLE
      IV**


**TERM**





4.1  **Term** .
      The
      term of this Agreement shall extend for an initial term of ten (l0) years from
      the date hereof (the "Initial Term"); provided , however ,
      that
      the parties hereto acknowledge and agree that the provisions of Section 2.2
      hereof shall remain in full force and effect only so long as the Marketing
      Agreement is in effect and that, upon the effective date of the termination
      of
      the Marketing Agreement, the provisions of Section 2.2 hereof shall be of no
      further force or effect.





4.2  **Automatic
      Extension** .
      In the
      event the Marketing Agreement is extend renewed or otherwise in effect for
      a
      period extending beyond the Initial Term of this Agreement, this Agreement
      shall
      be in effect until such time thereafter as the Marketing Agreement is
      terminated.





**ARTICLE
      V**





**MISCELLANEOUS**





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





If
                to the Bank:
            TIB
                Bank
              99451
                Overseas Highway
              Key
                Largo, Florida 33037
              Attention:Andrew
                D. Wallace,
              Executive
                Vice President and COOIf
                to Parent:
            TIB
                Financial Corp.
              599
                9th Street North, Suite 100
              Naples,
                Florida 34102
              Attention:Edward
                V. Lett
              CEOwith
                a copy 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
              SunTrust
                Plaza, Suite 5300
              303
                Peachtree Street, N.E.
              Atlanta,
                Georgia 30308
              Attention:Anthony
                M. Balloon, Esq.








The
      persons or addresses to which mailings or deliveries shall be made may be
      changed from time to time by notice given pursuant to the provisions of this
      Section 5.1. Any notice, demand or other communication given pursuant to the
      provisions of this Section 5.1 shall be deemed to have been given on the date
      actually delivered against proof of receipt therefor.


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





5.3  **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 or entity 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.





5.4  **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.





5.5  **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, and the parties hereto
      expressly authorize any court of competent jurisdiction to modify any such
      provision in order that such provision shall be enforced by such court to the
      fullest extent permitted by applicable law.


5.6  **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 maybe effected by a facsimile
      transmission or other comparable means, with an original document to be
      delivered promptly thereafter via overnight courier.





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





5.8  **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.




5.9  **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 and expressed in the Purchase Agreement and the Marketing
      Agreement. This Agreement, the Purchase Agreement the Marketing Agreement,
      and
      the other written instruments specifically referred to herein and therein,
      embody the entire understanding of the parties and supersede in their entirety
      all prior communication, correspondence, and instruments, and there are no
      further or other agreements or understandings, written or oral, in effect
      between the parties relating to the subject matter hereof.





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





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





5.12  **Survival.** The
      provisions of Sections 2.1, 2.4 and 2.5 and Article V shall survive the
      termination of this Agreement.





*(Signatures
      begin* on *next
      page)*





**EXECUTION
      COPY**








**IN
      WITNESS WHEREOF** ,
      the
      parties hereto have duly executed and delivered this Non-Competition Agreement
      as of the date first written above.








**“Bank”**
            ****
            **“Parent”****TIB
                BANK**
            
            **TIB
                FINANCIAL CORP.**By:
            
            
            By:Name:
            
            
            Name:Title:
            
            
            Title:**“NOVA”****NOVA
                INFORMATION SYSTEM, INC.**By:Name:Title: