tib8k121307ex10_1.htm


    
      

      

    

    Exhibit
      10.1

     

     

     

     

    STOCK
      PURCHASE AGREEMENT

    


    by
      and between

    


    NAPLES
      CAPITAL ADVISORS, INC.

    (“NCA”)

    


    JOHN
      M. SUDDETH, JR. AND MICHAEL H. MORRIS

    


    (“Sellers”)

    


    and

    


    TIB
      FINANCIAL CORP.

    


    (“Purchaser”)

    


    


    


    


    


    Dated
      as of December 12, 2007

    


     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    STOCK
      PURCHASE AGREEMENT

    


    This
      Stock Purchase Agreement
      (“Agreement”) is made and entered into as of the 12th day of
      December,
      2007, by and between Naples Capital Advisors, Inc., a Florida corporation
      (“NCA”), John M. Suddeth, Jr. and Michael H. Morris (collectively, the
“Sellers”), and TIB Financial Corp. (the “Purchaser”).  NCA, the
      Sellers and the Purchaser may be referred to in this Agreement individually
      as a
“Party” and collectively as the “Parties.”

    


    W
      I T N E S S E T H :

    


    WHEREAS,
      the Sellers own all of the
      outstanding capital stock of NCA, which is engaged in the business of providing
      wealth management and related services as an investment advisor registered
      under
      the applicable provisions of federal and state securities laws (“Purchased
      Business”); and

    


    WHEREAS,
      the Purchaser desires to
      purchase from the Sellers all of the outstanding shares of NCA, and the Sellers
      desire to sell to the Purchaser, such shares, all for the consideration and
      subject to the terms and conditions hereinafter set forth.

    


    NOW,
      THEREFORE, in consideration of the
      mutual promises and covenants set forth herein, and in reliance upon the
      representations, warranties, conditions and covenants contained herein and
      intending to be legally bound hereby, the parties hereby agree as
      follows:

    


    ARTICLE
      I

    


    SALE
      AND PURCHASE OF STOCK

    


    1.1           Sale
      and Purchase of Shares.

    


    Subject
      to the terms and conditions of
      this Agreement, at the Closing (as defined in Section 1.4 below), the Sellers
      shall sell to the Purchaser, and the Purchaser shall purchase from the Sellers,
      free and clear of any and all liens, pledges, charges, security interests,
      mortgages, claims, options, imperfections of title, tenancies or other rights,
      interests or encumbrances of any kind or nature (“Encumbrances”), all of the
      shares of capital stock of NCA owned by the Sellers (collectively, the
“Shares”), which such Shares constitute all of the shares of capital stock of
      NCA issued and outstanding.  In purchasing such Shares, the Purchaser
      will acquire through NCA all of the assets and property of every kind and
      description (real, personal, and mixed, tangible and intangible) of NCA,
      including, without limitation, the followings assets, property and business
      of
      NCA (the “Assets”):

    


    (a)           The
      Purchased Business as a going concern;

    


    (b)           All
      good will of the Purchased Business;

    


    (c)           All
      fixed assets;

    


    (d)           All
      cash and equipment including without limitation all supplies and other
      inventories used or useable in connection with the Purchased Business, fixtures,
      furniture, inventory, supplies, equipment, prepaid expenses, deposits, accounts
      receivable, notes receivable, securities, sales data, and customer
      lists;

    


    (e)           All
      claims and rights to and under all contracts, licenses, equipment leases,
      instruments, commitments, agreements and other legally binding arrangements
      of
      every type and description, relating to the Purchased Business and to which
      NCA
      is a party or by which any of the Assets is bound, including, without
      limitation, all contract rights, prepayments and deposits on contracts to be
      performed after the Closing, all as set forth on Section 1.1 (e) hereto
      (singularly, “Contract” and collectively “Contracts”);

    


    (f)           All
      computer hardware and software, computer electronic data processing materials,
      owned by NCA and relating to the Purchased Business;

    


    (g)           All
      trade secrets, know-how, processes, procedures, research records, market
      surveys, licenses, proprietary or technical information, data, plans,
      specifications and the like used or useable in connection with the Purchased
      Business;

    


    (h)           Copyrights,
      rights to renew copyrights, and copyright renewals, and trademarks, trade names,
      assumed names, service marks, and the good will associated therewith,
      registrations and applications for any and all of the foregoing, licenses with
      respect to any and all of the foregoing, and all imprints, logos, colophons,
      and
      all other such like property associated or identified solely and exclusively
      with NCA and the Purchased Business (“Identification Property
      Rights”);

    


    (i)           All
      right, title, and interest of NCA in and to the name “Naples Capital Advisors,
      Inc.” and any variation thereof, and any other name or term associated
      exclusively with the products of the Purchased Business;

    


    (j)           All
      trade secrets, inventions, know-how, formulae, processes, procedures, research
      records, records of inventions, test information, market surveys, marketing
      know-how, licenses, royalties, discoveries, improvements, proprietary or
      technical information, data, plans, specifications, drawings and the like
      relating to the Purchased Business;

    


    (k)           All
      books and records relating to the Purchased Business and the Assets, including
      without limitations lists of customers of the Purchased Business, records with
      respect to financial, marketing, equipment, business development plans,
      advertising matter, catalogs, correspondence, mailing lists, sales materials
      and
      records, purchasing materials and records, personnel records, research and
      development files, records and data, media materials, customer orders and other
      records used in or required to continue the Purchased Business after the Closing
      substantially in the manner presently conducted by NCA (provided,
      however, that NCA shall be entitled to receive at its expense copies of
      such portions thereof as NCA may reasonably request);

    


    (l)           All
      permits, licenses, franchises, approvals, registrations, orders and
      authorizations by federal, state or local governmental regulatory authorities
      or
      bodies (singularly, “Permit” and collectively “Permits”) necessary for the
      operation of the Purchased Business;

    


    (m)           All
      rights and warranties from suppliers, vendors or others for the benefit of
      the
      Purchased Business or its customers;

    


    (n)           The
      leasehold interest or portions of the leasehold interest in the real properties
      listed on Schedule 1.1 (n) hereto; and

    


    (o)           NCA’s
      corporate minute books and other corporate books and records, tax returns and
      financial books and records.

    


    1.2           No
      Excluded Assets.  Notwithstanding anything to the
      contrary contained herein, there are no assets, properties, and rights of NCA
      which are excluded in connection with the sale of Shares.

    


    1.3           Purchase
      Price.  In consideration of and in full payment for the
      Shares and subject to the provisions of this Agreement, Purchaser shall pay
      to
      the Sellers at the Closing an aggregate of $1,333,000 by wire transfer in
      immediately available funds, payable to the Sellers pro-rata in proportion
      to
      their respective ownership of NCA at the Closing.  In addition, the
      Sellers shall be entitled to receive the amounts set forth in Section 1.8 of
      this Agreement subject to the terms set forth in such Section.  The
      amounts payable in Section 1.8 plus the amounts payable to the Sellers at the
      Closing pursuant to this Section 1.3 are collectively referred to as the
“Purchase Price.”

    


    1.4           Closing;
      Closing Date.  The closing of the transactions
      contemplated by this Agreement (the “Closing”) shall take place at the offices
      of the Purchaser, at 10:00 a.m. local time, on the Closing Date, or at such
      other location and time as the Parties shall agree upon.  For purposes
      of this Agreement, the “Closing Date” shall mean the later of January 2, 2008 or
      the 10th
      business day after each of the conditions of this Agreement are fulfilled or
      waived, a waiver of each of the conditions of this Agreement, or as soon as
      reasonably practicable thereafter.  All transactions contemplated by
      this Agreement shall, except as otherwise specified herein, be deemed to be
      effective as of 12:01 a.m., Eastern Standard Time on the Closing
      Date.

    


    1.5           Obligations
      and Liabilities Not Assumed.  As set forth below, it is
      the intention of the parties that NCA will not have any obligations other than
      the accounts payable set forth on the Closing Balance Sheet, as defined
      below.

    


    1.6           Closing
      Financial Documents.  At the Closing, the Sellers will
      deliver to the Purchaser a balance sheet as of the close of business on the
      day
      before the Closing Date (the “Closing Balance Sheet”), which shall be prepared
      by the Sellers in accordance with generally accepted accounting principles
      applied on a consistent basis (“GAAP”).  Such Closing Balance Sheet
      shall set forth all assets, obligations and liabilities of any nature whatsoever
      of NCA as of the date of such Closing Balance Sheet.

    


    1.7           Section
      338(h)(10) Election, Installment Sale.

    


    (a)           NCA
      and each Seller shall join with Purchaser in making an election under Section
      338(h)(10) of the Internal Revenue Code of 1986, as amended (the “Code”) (and
      any corresponding election under state and local tax law) with respect to the
      purchase and sale of the Shares hereunder (collectively, the “Section 338(h)(10)
      Election”).  Sellers shall include any income, gain, loss, deduction
      or other tax items resulting from the Section 338(h)(10) Election on their
      tax
      returns to the extent required by law.

    


    (b)           Purchaser,
      NCA and the Sellers agree that the purchase price and liabilities of NCA will
      be
      allocated to the assets of NCA for purposes of the Section 338(h)(10) Election
      and for all other purposes (including any tax or financial accounting purpose)
      in a manner consistent with Schedule1.7(b) hereto.  Purchaser, NCA and
      each Seller shall file all tax returns in a manner consistent with such
      allocation.

    


    (c)           Purchaser
      shall prepare and file all forms and documents required in connection with
      the
      Section 338(h)(10) Election, including Internal Revenue Service Form 8023 (or
      successor form), any required schedules thereto, and any comparable forms and
      schedules that may be required under state law.  Purchaser shall
      deliver a copy of the completed Form 8023 to each Seller.

    


    (d)           Purchaser,
      NCA and each Seller shall be bound by the Section 338(h)(10) Election and the
      allocation set forth in Schedule 1.7(b) for all tax purposes, shall file all
      tax
      returns in a manner consistent therewith and shall take no position contrary
      thereto unless required to do so by applicable tax laws.

    


    (e)           It
      is the intention of the Sellers to report gain from the sale of NCA’s assets
      that is deemed to occur as a result of the Section 338(h)(10) election using
      the
      installment method set forth in Section 453 of the Code.  Purchaser
      shall take no position inconsistent with the use by Sellers of the installment
      method for any purpose, unless required to do so by applicable tax
      laws.

     

    1.8           Earn-Out.

    


    (a)           Following
      each of the three annual anniversaries of NCA (or a subsidiary of the Purchaser)
      receiving a trust department license under Florida Statutes Section 660.26,
      each
      Seller shall have the right to receive his pro-rata portion of $148,000 provided
      that NCA achieves the Milestones (as defined below) during the prior twelve
      month period.  If NCA does not achieve at least $441,600 of total
      revenue during the applicable twelve-month period, the Earn-Out for such period
      shall be forfeited and the Sellers shall have no right to receive such Earn-Out
      for such period.  If NCA does not achieve the Milestones for any
      applicable twelve-month period, but does achieve at least $441,600 of total
      revenue during such period, the Earn-Out for such period shall be adjusted
      downwards by the percentage that equals the excess of $552,000 of total revenue
      over total actual revenue for such twelve-month perod, divided by
      $552,000.  All calculations of total revenue shall be on an accrual
      basis and in accordance with GAAP.

    


    For
      purposes of this Agreement,
“Milestones” shall mean the achievement by NCA of the following total revenue
      goals of NCA for the applicable twelve-month period:

    


    
      	
              Applicable
                12-Month Period

            	 	
              Total
                Revenue

            	 	 	
              Earn-Out

            	 
	
              First
                Annual Anniversary

            	 	$	
              552,000

            	 	 	$	
              148,000

            	 
	
              Second
                Annual Anniversary

            	 	$	
              552,000

            	 	 	$	
              148,000

            	 
	
              Third
                Annual Anniversary

            	 	$	
              552,000

            	 	 	$	
              148,000

            	 


    

    


    (b)           No
      later than forty-five days following the end of each applicable twelve-month
      period, Purchaser shall prepare and deliver to each Seller its calculation
      of
      the Earn-Out attributable to the financial performance of NCA for the
      immediately preceding period. Within 30 days following Purchaser’s notification
      to the Sellers of its calculation of the applicable Earn-Out the Sellers shall
      deliver to Purchaser a notice of objection (an “Objection Notice”) or a notice
      of acceptance (an “Acceptance Notice”) signed by each of the Sellers with
      respect to the calculation of the Earn-Out. Purchaser shall provide the Sellers
      and their accountants and other representatives, upon reasonable advance notice,
      access to the books and records of the Company relating to the calculation
      of
      the Earn-Out as may be reasonably requested by the Sellers. Purchaser’s
      calculation of the Earn-Out shall be final and binding on the parties if an
      Acceptance Notice is delivered to Purchaser or if no Objection Notice is
      delivered to Purchaser within such 30 day period. Any Objection Notice shall
      specify the items disputed, shall describe the reasons for the objection
      thereof, shall state the amount in dispute and shall state Sellers’ calculation
      of the Earn-Out. If an Objection Notice is given, the Sellers and Purchaser
      shall consult with each other with respect to the objection. If the parties
      are
      unable to reach agreement within 15 days after an Objection Notice has been
      given, any unresolved disputed items shall be promptly referred to an accounting
      firm mutually agreed to by the parties that has not previously performed work
      for either the Sellers or Purchaser (the “Unrelated Accounting Firm”). The
      Unrelated Accounting Firm shall be directed to render a written report on the
      unresolved disputed issues as promptly as practicable (but in no event later
      than 45 days following submission of the matter to the Unrelated Accounting
      Firm) and to resolve only those issues of dispute set forth in the Objection
      Notice. The resolution of the dispute by the Unrelated Accounting Firm shall
      be
      final and binding on the parties. The fees and expenses of the Unrelated
      Accounting Firm shall be borne equally between the Sellers and Purchaser;
      provided, however, that if the Earn-Out calculated by one of the parties (the
      “Differing Party”) pursuant to this subsection differs from the final
      determination of the Unrelated Accounting Firm by more than twenty percent
      to
      the detriment of such Differing Party, then such Differing Party shall be
      responsible for the payment of all of the fees and expenses of the Unrelated
      Accounting Firm.

    


    (c)           If
      the Sellers deliver to Purchaser the Acceptance Notice referred to in Section
      1.8(b) or fail to deliver an Objection Notice within the 30 day period required
      by Section 1.8(b) with respect to any Earn-Out, Purchaser shall pay to the
      Sellers any amounts which Purchaser’s calculation shall indicate to be owed to
      the Sellers within five business days after the delivery of such Acceptance
      Notice or the expiration of such 30 day period, as the case may be.
      Alternatively, if the Sellers deliver to Purchaser the Objection Notice referred
      to in Section 1.8(b), within five business days after such delivery, Purchaser
      shall pay the undisputed portion, if any, of the amount owed and, within five
      business days after the resolution of any dispute by the parties or the
      Unrelated Accounting Firm relating to the Objection Notice, Purchaser shall
      pay
      the remainder owed, if any.

    


    (d)           Upon
      the closing of a Change of Control, the Seller shall be entitled to receive
      at
      such closing an amount equal to the balance of all Earned-Out amounts as if
      NCA
      had achieved all Milestones for such twelve-month period during which the Change
      of Control occurs as well as any subsequent twelve-month period during the
      three
      annual anniversary periods referred to in Section 1.8(a).  For
      purposes of this Agreement, a Change of Control shall mean a merger in which
      the
      Purchaser is not the surviving entity, the acquisition of the Purchaser by
      means
      of a merger, consolidation or purchase of 80% or more of its outstanding shares,
      or the acquisition by any individual or group of beneficial ownership of more
      than 50% of the outstanding shares of Purchaser common stock.  The
      term “group” and the concept of beneficial ownership shall have such meanings
      ascribed thereto as set forth in the Securities Exchange Act of 1934, as amended
      (the “1934 Act”), and the regulations and rules thereunder.

    


    


    ARTICLE
      II

    REPRESENTATIONS
      AND WARRANTIES OF SELLERS

    


    The
      Sellers hereby jointly and
      severally, represent and warrant to Purchaser as follows:

    


    2.1           Ownership.

    


    (a)           The
      authorized capital stock of NCA consists of 200 shares of common stock, par
      value $.01 per share.  The only outstanding shares of capital stock of
      NCA are the Shares, all of which are validly issued, fully paid and
      non-assessable, and owned by the Sellers.  No other person holds any
      option, warrant or other right of any nature to subscribe for, purchase or
      otherwise acquire any shares of the capital stock or other securities of NCA
      or
      any securities convertible into or exchangeable for shares of capital stock
      or
      other securities of NCA, or any agreement or contract granting or reserving
      any
      such right.

    


    (b)           The
      Sellers are the sole record and beneficial owners of and have the full right,
      power and authority to vote, sell, transfer and deliver the Shares to Purchaser
      pursuant to this Agreement, and no other person holds any option, warrant or
      other right of any nature to subscribe for, purchase or otherwise acquire any
      of
      the Shares or any securities convertible into or exchangeable for any of the
      Shares.  The certificates representing the Shares are valid and
      genuine and the delivery of such certificates will transfer to Purchaser legal
      and valid title to the Shares free and clear of all Encumbrances.

    


    2.2           Authority;
      Binding Effect.  The Sellers have the requisite power,
      authority and competency to execute and deliver this Agreement and all Ancillary
      Documents, and to consummate the transactions contemplated hereby and thereby,
      and no other action or proceeding on the part of any person is necessary to
      authorize such execution, delivery and performance and the consummation of
      the
      transactions contemplated hereby and thereby.  This Agreement is, and
      on the Closing Date each of the Ancillary Documents will be, the valid and
      binding obligation of the Sellers, enforceable against Sellers in accordance
      with its terms, except as such enforceability may be limited by bankruptcy,
      insolvency, moratorium or other similar laws affecting creditors' rights
      generally or by general principles of equity.

    


    2.3           No
      Conflict or Violation.  The execution, delivery and
      performance by Sellers of this Agreement and each of the Ancillary Documents,
      does not, and the consummation by Sellers of the transactions contemplated
      hereby or thereby will not, with or without the giving of notice or the lapse
      of
      time or both:

    


    (a)           violate
      in any material respect any provision of any law;

    


    (b)           conflict
      with or result in a violation or breach of, or constitute or result in a default
      under, any of the terms, conditions or provisions of (i) Order of any agency
      or
      court to which either Sellers or NCA is subject or by which either of them
      or
      any of their respective assets or businesses is bound, or (ii) any Permit held
      by NCA or by which NCA or its assets or business is bound;

    


    (c)           require
      any Consent of or filing with or giving of notice to any agency or any other
      person not a party to this Agreement, other than to (i) existing clients of
      NCA,
      (ii) the State of Florida Office of Financial Regulation, and (iii) the
      Securities and Exchange Commission; or

    


    (d)           violate,
      or be in conflict with or constitute a default under, or permit the termination
      of any provision of or result in the acceleration of (or give the right to
      accelerate) the maturity or performance of any obligation of Sellers or NCA
      or
      result in the creation or imposition of any Encumbrance upon any of their
      respective assets, properties or business under any Contract to which either
      of
      them is a party or by which any of their respective assets, property or
      businesses is bound.

    


    2.4           Litigation.    There
      is no litigation pending or threatened, by or before any agency or court against
      Sellers or by which any Seller is or may be bound or to which the assets,
      properties or business of Sellers are or may be subject; nor to the best
      knowledge of Sellers is there any basis for any such litigation.

    


    2.5           Untrue
      Statements and Omissions.  No representation or warranty
      contained in Article II of this Agreement and no schedule, document, agreement
      or instrument delivered by Sellers or NCA contains any untrue statement of
      a
      material fact or omits to state a material fact necessary to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading.

    


    2.6           Organization,
      Standing and Authority.

    


    (a)           NCA
      is a corporation duly organized and existing, and its status is active, under
      the laws of the State of Florida and has all requisite corporate power and
      authority to own, lease and operate its assets and property and to carry on
      the
      Purchased Business and operations related thereto as heretofore
      conducted.  NCA is duly qualified or otherwise authorized as a foreign
      corporation to transact business and is in good standing in each jurisdiction
      set forth in Schedule 2.6, which are the only jurisdictions in which such
      qualification or authorization is required by law in connection with its
      business, except those jurisdictions in which the failure of NCA to be so
      qualified or authorized would not constitute a Material Adverse
      Change.  Except as set forth in Schedule 2.6, NCA does not file or is
      required to file any tax or similar returns in any other jurisdiction based
      upon
      the ownership or use of property therein or the derivation of income
      therefrom.  NCA has heretofore delivered to Purchaser the articles of
      incorporation and bylaws of NCA, as amended to date, certified by the Secretary
      of NCA as in effect on the date hereof and which are true, complete and correct,
      and NCA is not in violation of any of the provisions thereof.

    


    (b)           NCA
      is a registered investment advisor under the Investment Advisors Act of 1940
      and
      the Florida Securities and Investor Protection Act (collectively, the “Advisor
      Acts”), and has in effect all federal, state and local authorizations, Permits
      and approvals necessary for it to carry on its business as it is now
      conducted.

    


    2.7           Subsidiaries
      and Other Interests.  NCA has no direct or indirect
      Subsidiaries, or owns directly or indirectly any shares of stock or other equity
      interests in or of any person.  For purposes of this Agreement,
“Subsidiary” means any corporation, limited liability company or other entity of
      which NCA owns securities, units or other membership or ownership interests
      having a majority of the ordinary voting power, directly or through one or
      more
      Subsidiaries, to elect the board of directors or managers.

    


    2.8           Assets.  The
      Assets include all tangible and intangible property regularly used by NCA in
      the
      operation of its business.

    


    2.9           Ownership
      of Assets.

    


    (a)           NCA
      has good, valid and marketable title to all of the Assets or, in the case of
      leased properties included in the Assets, valid leasehold rights as lessee,
      free
      and clear of all Encumbrances, and the Assets at the Closing will be free and
      clear of any and all Encumbrances.

    


    (b)           All
      equipment and tangible assets included in the Assets (other than inventories)
      are useable in or useful to NCA in the ordinary course of its business and
      are
      in operating condition and in a state of reasonable maintenance and repair
      to
      the extent necessary for the operation of the Purchased Business as of the
      date
      hereof.

    


    (c)           The
      inventory reflected in the Assets are in good condition, useable in or useful
      to
      the Purchased Business in the ordinary course and are not damaged, obsolete
      or
      in excess of reasonable requirements.

    


    (d)           The
      accounts receivable reflected in the Closing Balance Sheet are the result of
      bona fide sales and will be collectible in amounts not less than the aggregate
      amounts set forth in the Closing Balance Sheet.

    


    2.10           Authority;
      Binding Effect.  NCA has the requisite corporate power
      and authority to execute and deliver this Agreement and any other agreements,
      instruments and documents to be executed and delivered by it pursuant to this
      Agreement (“Ancillary Documents”), and to consummate the transactions
      contemplated hereby and thereby.  Such execution, delivery and
      performance by NCA has been duly authorized by all requisite corporate action
      on
      the part of the Board of Directors and, to the extent necessary, the
      shareholders, of NCA, and no other action or proceeding on the part of any
      Person is necessary to authorize such execution, delivery and performance and
      the consummation of the transactions contemplated hereby and
      thereby.  This Agreement is, and on the Closing Date the Ancillary
      Documents to which NCA is to be a party will be, a valid and binding obligation
      of NCA, enforceable against it in accordance with its terms, except as such
      enforceability may be limited by bankruptcy, insolvency, moratorium or other
      similar laws affecting creditors’ rights generally or by general principles of
      equity.

    


    2.11           No
      Conflict or Violation.  Neither the execution, delivery
      and performance by NCA of this Agreement and each of the Ancillary Documents
      to
      which it is a party, nor the consummation by NCA of the transactions
      contemplated hereby or thereby, will, with or without the giving of notice
      or
      the lapse of time or both:

    


    (a)           violate
      in any material respect any applicable law;

    


                                    (b)           conflict
      with or result in a breach of or constitute or result in a default under any
      of
      the terms, conditions or provisions of (i) the articles of incorporation or
      bylaws of NCA, or (ii) any judgment, order, injunction or decree of any domestic
      or foreign court, governmental authority or self-regulatory authority (an
“Order”), to which it is subject or by which NCA or its assets, property or
      business is bound;

    


    (c)           require
      any Permit or any consent, approval, notice, action, authorization or waiver
      of
      or filing with or giving of notice to any domestic or foreign governmental
      or
      regulatory authority or any other Person not a party to this Agreement
      (“Consent”); or

    


    (d)           violate,
      or be in conflict with or constitute a default under, or permit the termination
      of any provision of or result in the acceleration of (or give the right to
      accelerate) the maturity or performance of any obligation of NCA or result
      in
      the creation or imposition of any Encumbrance upon any of its assets, properties
      or business under, any Contract to which it is a party or by which its assets,
      property or businesses is bound or any Permit held by NCA or by which it or
      any
      of its assets, properties or businesses is bound.

    


    2.12           Tax
      Matters.  NCA has filed and has had since its inception,
      in effect a valid election as an S corporation pursuant to the applicable
      provisions of the Code.  NCA has duly filed with the appropriate
      federal, state, and local governmental agencies all tax returns and reports
      required to be filed by NCA and has paid in full all taxes shown to be due
      on
      such tax returns and reports.  There are no tax liens, whether imposed
      by any federal, state or local taxing authority, outstanding against any of
      the
      Assets or the Purchased Business.

    


    2.13           Contracts.  Schedule
      2.13 sets forth all Contracts to be included in the Assets.  NCA has
      delivered or made available to Purchaser true and complete copies of each such
      Contract which is in writing and, in the case of any such Contracts not reduced
      to writing, has provided to Purchaser a written summary of the material terms
      thereof.  Except as otherwise specified on Schedule 2.13 (i) each such
      Contract listed on Schedule 2.13 is the valid, binding and enforceable
      obligation of NCA; (ii) NCA is not in default under any such Contract and (iii)
      no event which, with the giving of notice or the lapse of time or both, has
      occurred which would become a default under any such Contract.  Except
      as set forth on Schedule 2.13 the consummation of the transactions contemplated
      by this Agreement will not require the Consent of any Person pursuant to any
      such Contract, in connection with the sale of the Shares to Purchaser or
      otherwise, or give rise to the right to terminate any such Contract; and NCA
      has
      not received any notice from any other party to any such Contract of the
      termination or threatened termination thereof or that any such Consent is
      required, nor does NCA have any knowledge of any event which would allow any
      such other party to terminate any such Contract or cause any such Consent to
      be
      required.

    


    2.14           Litigation.

    


    (a)           There
      is no claim, action, suit, proceeding, arbitration, investigation, hearing
      (each
      and all of the foregoing being herein referred to as “Litigation”), pending, or
      to the knowledge of NCA threatened, by or before any court or governmental
      or  administrative authority or private arbitration tribunal: (i)
      against NCA; (ii) by which NCA is or may be bound or to which the Assets or
      the
      Purchased Business are or may be subject; or (iii) to restrain or prevent the
      carrying out of the transactions contemplated by this Agreement or which might
      affect the right of Purchaser to own, operate or control the Assets and the
      Purchased Business on or after the Closing Date nor to the knowledge of NCA
      is
      there any basis for any Litigation.

    


    (b)           Neither
      NCA nor any of its properties or assets is subject to or bound by any Order,
      or
      to the knowledge of NCA is the subject of any investigation by any federal,
      state, foreign or other governmental or regulatory body, nor has NCA received
      any notice of claim that it is in violation of any Order.  Neither NCA
      nor any of its respective officers, directors, employees or, to the knowledge
      of
      NCA, any of NCA’s agents, is permanently or temporarily enjoined or barred by
      any Order from engaging in or continuing any conduct or practice incident to
      the
      Purchased Business.

    


    2.15           Identification
      Property Rights.  Schedule 2.15 sets forth a list of all
      Identification Property Rights of NCA included in the Assets, which constitute
      all Identification Property Rights necessary for the operation of the Purchased
      Business.  Except as otherwise specified on Schedule
      2.15:

    


    (a)           NCA
      owns or uses the trademarks, trade names and service marks listed on Schedule
      2.15, each of which is in use by NCA and, no other Person owns any interest
      in
      such trademarks, trade names and service marks;

    


    (b)           No
      royalty, license, consent fee or consideration is payable by NCA in connection
      with the ownership or use of any such Identification Property
      Rights;

    


    (c)           All
      such Identification Property Rights of NCA are free and clear of any
      Encumbrances and are fully assignable to Purchaser under the terms of this
      Agreement without notice to, or the Consent of, any other Person;
      and

    


    (d)           To
      the knowledge of NCA, no other person is using such trademarks, trade names
      and
      service marks.

    


    2.16           Books
      and Records.  The books and records of NCA are accurate
      and complete in all material respects and accurately reflect the basis for
      the
      financial position and results of operations of NCA contained in the Financial
      Statements referred to in Section 2.21 hereof.

    


    2.17           Compliance
      With Laws.  NCA has complied in all material respects
      with, and is not in default in any material respect under, applicable laws
      including, but not limited to, the Advisor Acts.  NCA has not received
      notice of any violation or alleged violation of any applicable law relating
      to
      the Purchased Business nor is NCA aware of any basis for any such claimed
      violation.

    


    2.18           Assignment.  No
      Consent of any Person is needed which has not been obtained in order to permit
      the valid sale, transfer and assignment by Sellers to Purchaser of the
      Shares.

    


    2.19           Financial
      Statements; No Material Adverse Change.  Attached as
      Schedule 2.19 are the unaudited balance sheet of NCA dated as of October 31,
      2007 and the related unaudited income statement for the period ended October
      31,
      2007 (the “Financial Statements”).  The Financial Statements were
      prepared in accordance with GAAP, are in accordance with the books and records
      of NCA, and fairly present the separate financial position and results of
      operations of NCA at the respective dates and for the period
      indicated.  Since the date of the October 31, 2007 Financial
      Statements, there has occurred, and as of the Closing Date there shall have
      occurred, no Material Adverse Change with respect to the Assets.  For
      purposes of this Agreement, “Material Adverse Change” means any circumstances or
      events which, either singly or in the aggregate, has had or could reasonable
      be
      anticipated to have a material and adverse effect on NCA,  the
      Purchased Business or its prospects or properties.  At the Closing,
      NCA shall have no obligations, liabilities, or accounts or amounts payable
      except as included in the accounts payable amount set forth in the Closing
      Balance Sheet.

    


    2.20           Liability.  Except
      for losses, claims, damages and expenses adequately covered by NCA’s insurance
      or included in the accounts payable amount on the Financial Statements, there
      are not any liabilities of NCA, fixed or contingent, asserted and arising out
      of
      or based upon incidents occurring on or before the Closing with respect to
      any
      service rendered by NCA, on or before the Closing.

    


    2.21           Real
      Property; Leases.

    


    (a)           NCA
      does not own, or have legal or equitable title in, any real
      property.

    


    (b)           Except
      as specified in Schedule 2.21, NCA does not have any leasehold interest in,
      or
      any right, option or other interest in, any real property.

    


    (c)           With
      respect to the leases referred to in Schedule 2.21, no default or event of
      a
      default on the part of NCA as lessee, and no default or event of default on
      the
      part of the lessor, under the provisions of any said leases, and no event which
      with the giving of notice or passage of time, or both, would constitute such
      default or event of default on the part of NCA, or on the part of any such
      lessor, has occurred and is continuing unremedied or unwaived.

    


    (d)           The
      buildings and improvements used by NCA, and the operations and maintenance
      thereof as now operated and maintained, do not (i) contravene any zoning or
      building law or ordinance or other administrative regulation or (ii) violate
      any
      provision of federal, state or local law, the effect of which materially
      interferes with or prevents the continuing use of such properties for the
      purposes for which they are now being used, or would materially affect the
      value
      thereof.  All of the buildings, structures and building related
      equipment of NCA used in the Purchased Business and included in the Assets
      are
      in operating condition and in a state of reasonable maintenance and repair
      to
      the extent necessary for the operation of the Purchased Business.

    


    (e)           There
      exists no pending or threatened condemnation, eminent domain or similar
      proceeding with respect to, or which could affect, any real property leased
      by
      NCA.

    


    2.22           Employees.  NCA
      does not have any oral or written contracts of employment with any employee
      of
      NCA which are not terminable at will and NCA is not a party to or subject to
      any
      collective bargaining agreements and has not been a party to or subject to
      any
      collective bargaining agreements with any labor unions.  A true and
      correct statement of the names, employment status (part time or full as
      determined by NCA), and rates of compensation (including salaries, wages and
      commissions and including bonuses and deferred compensation, and any amounts
      required to be paid or expected to be payable in the remainder of NCA’s current
      fiscal year for such fiscal year or any other fiscal year of NCA to each such
      person, and not paid as of the Closing) of all employees of NCA is set forth
      on
      Schedule 2.22.  NCA has complied in all respects with all applicable
      federal, state, and local laws, ordinances, rules and regulations and
      requirements relating to the employment of labor, including but not limited
      to
      the provisions thereof relative to wages, hours, collective bargaining, payment
      of Social Security, unemployment and withholding taxes, and equal employment
      opportunity.  NCA is not liable for any arrears of wages or any taxes
      or penalties for failure to comply with any of the foregoing.  NCA has
      not entered into, and is not obligated to enter into, any agreement relating
      to
      the payment of vacation pay or severance pay to any employee and NCA does not
      have any obligation to any employees to provide them with pay for vacation
      time,
      except for vacation pay payable in the ordinary course of
      business.  NCA has not received notice from any employee of NCA that
      any such employee is terminating his or her employment with
      NCA.  Schedule 2.22 describes the severance policy and practices of
      NCA covering employees of NCA.

    


    2.23           Employee
      Benefit Plans.  Schedule 2.23 contains a list of all
      employee benefit plans, arrangements and agreements currently maintained or
      contributed to by NCA for the benefit of employees of NCA (the
“Plans”).  No Plan is subject to the provisions of Title IV of the
      Employee Retirement Income Security Act of 1974, as amended
      (“ERISA”).  Any of the Plans that is subject to ERISA is in compliance
      with ERISA in all material respects; neither NCA nor any Plan has engaged in
      a
      transaction in connection with any Plan that could result in the imposition
      of a
      material civil penalty under Section 409 or 502(i) of ERISA or a material tax
      under Section 4975 or 4976 of the Internal Revenue Code of 1986, as amended
      (the
“Code”).  No Plan (other than one which is an employee pension benefit
      plan within the meaning of Section 3(2)(A) of ERISA) provides benefits
      (including without limitation, death, health or medical benefits) (whether
      or
      not insured) with respect to current or former employees of NCA beyond their
      retirement or other termination of service with NCA, other than (a) coverage
      mandated by applicable law, (b) deferred compensation benefits which have been
      accrued as liabilities on the books of NCA or (c) benefits the full cost of
      which is borne by the current or former employees (or
      their  beneficiaries).  NCA has performed or caused to be
      performed all material obligations required to be performed under or with
      respect to such Plan (including the making when due of all contributions)
      required by law or otherwise and has timely compiled with the material terms
      of
      each Plan and with all material requirements of all laws, rules and regulations
      (including, but not limited to, ERISA and the Code) which are applicable to
      each
      plan.  There are no actions, suits or claims pending (other than
      routine claims for benefits) or threatened against any Plan, nor does any basis
      therefor exist.

    


    2.24           Customers’
      Agreements.  Attached as Schedule 2.24 is a true and
      complete copy of the following:

    


    (a)           Customers’
      agreements for NCA’s services; and

    


    (b)           Any
      outstanding proposal by NCA for the provision of NCA’s services to a third
      party.

    


    2.25           Customer
      List.  Sellers represent that all names and addresses of
      NCA customers related to its business will on the Closing Date be transferred
      to
      the exclusive possession of Purchaser, and that NCA has not transferred such
      names and addresses to its officers, directors, shareholders or any other
      Person.

    


    2.26           Sales
      and Use Taxes.  The sale by Seller of the Shares will
      not result in the imposition of or liability for any sales, use or other taxes
      on NCA or the Purchaser and, if such taxes are imposed or liability therefor
      incurred or asserted, Sellers will indemnify and hold Purchaser harmless
      therefrom; except to the extent that any such tax is imposed solely as a result
      of the Section 338(h)(10) Election, in which case the Purchaser shall indemnify
      and hold the Sellers harmless from such taxes.

    


    2.27           Trade
      Secrets.  Sellers (i) shall cooperate with Purchaser in
      disclosing and delivering to Purchaser all customer lists, analyses, reports
      and
      recommendations prepared for customers or potential customers, price lists,
      computer programs, processes, methods, ideas, inventions or devices and
      specifications relating to the business of NCA and other information of a secret
      or confidential nature and all records, engineering plans and specifications,
      formulas, know-how, technical data, manufacturing processes, secrets, new
      product development, research data, and other information used in the business
      of NCA, (ii) shall cooperate with Purchaser in connection therewith after the
      Closing Date in such manner as may reasonably be required by Purchaser, and
      (iii) shall not divulge, publish or otherwise reveal to any other person, firm
      or corporation, or use for its own benefit, for any reason whatsoever, any
      of
      the foregoing without first obtaining the prior written consent of
      Purchaser.

    


    2.28           Sellers’
      Assistance.  Sellers will provide assistance to the
      Purchaser in connection with the operation of NCA’s business for a period of 90
      business days following the Closing (without any cost to NCA or the Purchaser)
      and, thereafter, will cooperate with Purchaser, at the request of Purchaser
      and
      upon reasonable payment to the Sellers, in furnishing information, evidence,
      testimony and other assistance in connection with any actions, proceedings,
      arrangements or disputes involving NCA whether based upon contracts,
      arrangements, or acts of NCA which were in effect or occurred on or prior to
      the
      Closing Date or otherwise.

    


    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES OF PURCHASER

    


    Purchaser
      hereby represents and
      warrants to Sellers as follows:

    


    3.1           Authority;
      Binding Effect.  Purchaser has the requisite power and
      authority to execute and deliver this Agreement and any Ancillary Documents
      to
      be executed and delivered by it pursuant to this Agreement, and to consummate
      the transactions contemplated hereby and thereby.  This Agreement and
      the Ancillary Documents to which Purchaser is to be a party on the Closing
      Date
      will be, valid and binding obligations of Purchaser, enforceable against it
      in
      accordance with their respective terms, except as such enforceability may be
      limited by bankruptcy, insolvency, moratorium or other similar laws affecting
      creditors’ rights generally or by general principles of equity.

    


                          3.2           No
      Conflict or Violation.  Neither the execution, delivery
      and performance by Purchaser of this Agreement and each of the Ancillary
      Documents to which it is a party, nor the consummation by Purchaser of the
      transactions contemplated hereby or thereby, will, with or without the giving
      of
      notice or the lapse of time or both:

    


    (a)           violate
      in any material respect any applicable law; or

    


    (b)           require
      any Permit or Consent.

    


    3.3           Untrue
      Statements and Omissions.  No representation or warranty
      contained in Article III of this Agreement or in any schedule, document,
      agreement or instrument of Purchaser contains any untrue statement of a material
      fact or omits to state a material fact necessary to make the statements therein,
      in light of the circumstances under which they were made, not
      misleading.

    


    3.4           Organization,
      Standing and Power.  The Purchaser is a duly registered
      bank holding company under the Bank Holding Company Act of 1956, as amended,
      and
      is a corporation duly organized, validly existing, and in good standing under
      the laws of the State of Florida, and has the corporate power and authority
      to
      carry on its business as now conducted and to own, lease and operate its assets
      and to incur its liabilities.  The Purchaser  is duly
      qualified or licensed to transact business as a foreign corporation in good
      standing in the states of the United States and foreign jurisdictions where
      the
      character of its assets or the nature or conduct of its business requires it
      to
      be so qualified or licensed, except for such jurisdictions in which the failure
      to be so qualified or licensed is not reasonably likely to have, individually
      or
      in the aggregate, a Material Adverse Effect on the Purchaser.

    


    3.5           Availability
      of Purchase Price.  The Purchaser has, and at the
      Closing and at the time of the payment of any Earn-Out will have, sufficient
      cash to satisfy the Purchaser’s obligations under this Agreement.

    


    ARTICLE
      IV

     POST-CLOSING
      COVENANTS

    


    4.1           Post-Closing
      Covenants.

    


    (a)           General.  In
      case at any time after the Closing any further action is legally necessary
      or
      reasonably desirable (as determined by Purchaser) to carry out the purposes
      of
      this Agreement, each of the Sellers will take such further action (including
      the
      execution and delivery of such further instruments and documents) as Purchaser
      reasonably may request.  The Sellers acknowledge and agree that from
      and after the Closing, NCA will be entitled to possession of all documents,
      books, records, agreements, and financial data of any sort relating to NCA,
      which shall be maintained at the main office of NCA; provided, however,
      that the Sellers shall be entitled to reasonable access to and to make copies
      of
      such books and records at their sole cost and expense and NCA will maintain
      all
      of the same for a period of at least two (2) years after Closing.  The
      Sellers further agree to convey all rights to any
      Identification  Property Rights reasonably related to the business of
      NCA to NCA.

    


    (b)           Transition.  For
      a period of three (3) years following Closing, the Sellers will not take any
      action (or cause any such action to be taken by another Person) that primarily
      has the effect of discouraging any vendor, lessor, licensor, customer,
      independent contractor or consultant, subcontractor, supplier, business partner
      or other business associate of NCA from maintaining the same business relations
      with NCA after the Closing as it maintained with NCA prior to the
      Closing.  For a period of three (3) years following Closing, the
      Sellers will refer all customer inquiries relating to the Purchased Business
      to
      NCA.

    


    (c)           Confidentiality.  Except
      as otherwise required in the performance of their employment duties to NCA
      during the term of this Agreement and thereafter, the Sellers will treat and
      hold in confidence and not disclose all Confidential Information and refrain
      from using any of the Confidential Information except in connection with this
      Agreement or otherwise for the benefit of NCA for a period of three (3) years
      from the date of this Agreement, and deliver promptly to NCA or destroy, at
      the
      written request and option of NCA, all tangible embodiments (and all copies)
      of
      the Confidential Information which are in their possession except as otherwise
      permitted herein.  In the event that any Seller is requested or
      required (by oral question or written request for information or documents
      in
      any legal proceeding, interrogatory, subpoena, civil investigative demand,
      or
      similar legal proceeding) to disclose any Confidential Information, such Sellers
      will notify NCA promptly of the request or requirement.  For purposes
      of this Agreement, the term “Confidential Information” means (i) the terms and
      provisions of this Agreement and (ii) all information which is the subject
      of
      reasonable efforts by NCA to maintain its non-public character or to otherwise
      prevent such information from being publicly disclosed, and trade secrets of
      NCA
      including, without limitation, any of same comprising the identity, lists or
      descriptions of any of NCA’s customers, referral sources or organizations;
      financial statements, cost reports or other financial information; contract
      proposals or bidding information; business plans and training and operations
      methods and manuals;  personnel records; fee structure; and management
      systems, policies or procedures, including related forms and
      manuals.  Confidential Information shall not include any information
      (a) which is disclosed pursuant to subpoena or other legal process, (b) which
      is
      subsequently disclosed to any third party not in breach of a confidentiality
      agreement, or (c) which becomes publicly known or disclosed in any other way
      through no fault of the Sellers.

    


    (d)           Covenant
      Not to Compete; Non-Solicitation Agreement.  For and in
      consideration of the aggregate consideration paid to the Sellers hereunder
      each
      of the Sellers covenants and agrees as follows:

    


    (i)           For
      a period of three (3) years from and after the Closing Date, each Seller agrees
      that he will not, directly or indirectly without the prior written consent
      of
      NCA, (i) own, manage, control, render services for, or in any manner engage,
      or
      become associated with, any business that provides services, or engages in
      business, similar to that provided or conducted by NCA prior to the Closing
      Date, in the Counties of Collier, Lee, Sarasota or Monroe, in the State of
      Florida, (ii) service or solicit any business competing with NCA’s business from
      any customer of NCA, (iii) induce, request or advise any customer, client,
      supplier, licensee or other  business relation of NCA to withdraw,
      curtail or cancel such customer’s business with NCA, or in any way interfere
      with the relationship between any such customer, client, supplier, licensee,
      or
      business relation and NCA, or (iv) solicit or attempt to solicit, or hire away
      any person employed by NCA or any person who as an independent contractor
      performed services on behalf of NCA prior to the Closing Date, or in any way
      unlawfully interfere with the relationship between NCA and any employee or
      independent contractor thereof; provided, however, that no owner of
      less than five percent (5%) of the outstanding stock of any publicly traded
      corporation shall be deemed to engage solely by reason thereof in any of its
      businesses.

    


    (e)           Tax
      Returns.  The Sellers shall cause NCA to file with the appropriate
      governmental authorities all Tax Returns required to be filed by it for any
      taxable period ending prior to the Closing Date and NCA shall remit any Taxes
      due in respect of such Tax Returns. In addition, the Sellers shall cause to
      be
      prepared a short period tax return for NCA covering the period January 1, 2007
      through the Closing Date.  The cost of preparation of such short
      period tax return shall be paid for by Seller, without impact to the purchase
      price payable to the Sellers pursuant to Section 1.3 of this
      Agreement.  The Sellers shall provide drafts of the completed tax
      returns for NCA to Purchaser for its review a reasonable time prior to the
      filing of such tax returns, and shall permit Purchaser to comment on such tax
      returns, and shall make such revisions as are reasonably requested by Purchaser
      prior to filing (so long as same are reasonably agreed to by Sellers’ accountant
      and are in accordance with all applicable laws).

    


    (f)           Transfer
      Taxes.  The Sellers shall be responsible for all stock transfer or
      gains taxes imposed on the Sellers incurred in connection with this
      Agreement.  The Purchaser shall be responsible to pay to the Sellers
      an amount equal to the income taxes imposed on the Sellers as a result of the
      sale of Shares with the Section 338(h)(10) Election in effect less the amount
      of
      income taxes the Sellers would have paid if the Section 338(h)(10) Election
      had
      not been made.  Any disagreement between the Sellers and the Purchaser
      as to the amount of any additional income taxes contemplated by the preceding
      sentence shall be resolved by the Sellers and the Purchaser within a period
      of
      30 days following the delivery by the Sellers to the Purchaser of the
      calculation of such additional income taxes, accompanied by information and
      documentation in support of such calculation.  If the parties are
      unable to reach agreement within such 30-day period, any unresolved items shall
      be promptly referred to the Unrelated Accounting Firm which shall have 45 days
      thereafter to finalize the calculation of the additional income taxes, which
      calculation shall be final and binding on the parties.  The fees and
      expenses of the Unrelated Accounting Firm shall be borne equally by the Sellers
      and the Purchaser; provided, however, that if the amount calculated by
      one of the parties (the “Different Party”) pursuant to this subsection differs
      from the final calculation by more than 20% to the detriment of such Different
      Party, then such Different Party shall be responsible for the payment of all
      the
      fees and expenses of the Unrelated Accounting Firm.

    


    (g)           Litigation
      Support.  In the event and for so long as any Party is actively
      contesting or defending against any claim, suit, action or charge, complaint,
      or
      demand in connection with (i) any transaction contemplated under this Agreement
      or (ii) any fact, circumstance, status, condition, activity, practice,
      occurrence, event, action, failure to act, or transaction on or prior to the
      Closing Date involving NCA, each of the Sellers will cooperate and make
      reasonably available themselves or their personnel, as applicable, and provide
      such reasonable testimony and access to their books and records as shall be
      necessary in connection with the contest or defense.

    


    (h)           Employment
      and Compliance Agreements.  Following the Closing, the Sellers
      shall use their best efforts to assist NCA in obtaining duly executed and
      delivered employment agreements from each of the employees of NCA designated
      by
      Purchaser, covering matters including without limitation non-solicitation and
      confidentiality.

    


    ARTICLE
      V

    CONDITIONS
      TO CONSUMMATION OF THE PURCHASE OF SHARES

    


    Consummation
      of the Closing is conditioned upon:

    


    5.1           Regulatory
      Approvals.  Procurement by Purchaser of all
      requisite approvals and consents of regulatory authorities, for the consummation
      of the sale of Shares and the expiration of applicable statutory waiting periods
      relating thereto, provided, however, that no such approval or consent shall
      have
      imposed any condition or requirement which would so materially and adversely
      impact the economic or business benefits to Purchaser of the transactions
      contemplated by this Agreement that, had such condition or required been known,
      such party would not, in its judgment, have entered into this
      Agreement.

    


    5.2           Third
      Party Consents.  All consents or approvals of all
      persons (other than regulatory authorities) required for the consummation of
      the
      sale of Shares shall have been obtained and shall be in full force and effect,
      unless the failure to obtain any such consent or approval is not reasonably
      likely to have, individually or in the aggregate, a material adverse effect
      on  NCA.

    


    5.3           No
      Prohibition.  There not being in effect any law,
      order, decree or injunction of any court or agency of competent jurisdiction
      that restrains, enjoins or otherwise prohibits or makes illegal consummation
      of
      the sale of Shares or which could be reasonably expected to result in a material
      diminution of the benefits of the transaction to Purchaser, and there shall
      not
      be pending or threatened on the date of Closing any action or proceeding which
      could reasonably be expected to result in the enactment or issuance of any
      such
      law, order, decree or injunction.

    


    5.4           Litigation.  No
      action, suit, or proceeding shall be pending or threatened before any court
      or
      administrative agency of any federal, state, local or foreign jurisdiction
      wherein an unfavorable judgment, order, decree, stipulation, injunction or
      charge could (a) prevent consummation of any of the transactions contemplated
      by
      the Agreement, (b) cause any of the transactions contemplated by this Agreement
      to be rescinded following consummation, or (c) affect adversely the right after
      the date of Closing of Purchaser to own, operate, or control substantially
      all
      of the assets and operations of NCA.

    


    5.5           Representations,
      Warranties and Covenants.  (i) Each of the
      representations and warranties contained herein of any party being true and
      correct as of the date of this Agreement and upon the date of Closing with
      the
      same effect as though all such representations and warranties had been made
      on
      the date of Closing, except for any such representations and warranties made
      as
      of a specified date, which shall be true and correct as of such date, (ii)
      each
      and all of the agreements and covenants contained herein of any party to be
      performed and complied with pursuant to this Agreement and the other agreements
      contemplated hereby prior to the date of Closing shall have been duly performed
      and complied with in all material respects, and (iii) each of Sellers and
      Purchaser shall have received a certificate signed by it and dated the date
      of
      the Closing, to such effect.

    


    5.6           Employment
      Agreements.  In addition, the obligation of
      Purchaser to consummate the sale of Shares is subject to the execution by each
      of the Sellers, concurrently with the Closing, of an employment agreement with
      Purchaser in the form of that attached to this Agreement as Exhibit
      5.6(b).

    


    ARTICLE
      VI

    THE
      CLOSING

    


    The
      Closing; Closing
      Date.  The Closing shall constitute the acts which take
      place on the Closing Date by which the transactions contemplated by this
      Agreement are consummated.

    


    On
      the Closing Date, at the Closing,
      the parties shall exchange documents as follows:

    


    6.1           Sellers
      shall deliver to Purchaser:

    


    (a)           The
      certificates for the Shares, duly endorsed for transfer, or accompanied by
      duly
      executed assignments separate from the certificate or other documentation
      reasonably requested by Purchaser to transfer the Shares in the stock records
      of
      NCA, transferring to the Purchaser full and exclusive ownership of the
      Shares

    


    (b)           Such
      further instruments of assignment, conveyance or transfer or other documents
      as
      Purchaser or its counsel may reasonably request to assure the full and effective
      assignment and transfer to it of the Shares and ownership and control of the
      assets owned by NCA and all the right, title and interest therein and to assure
      the effective carrying out of the transactions contemplated hereby
      (collectively, the “Ancillary Documents”).

    


    6.2           Purchaser
      shall deliver each Seller:

    


    (a)           The
      Seller’s pro-rata portion of the cash portion of the Purchase Price payable at
      the Closing.

    


    (b)           Such
      further instruments or other documents as NCA or its counsel may reasonably
      request to assure the effective carrying out of the transactions contemplated
      hereby.

    


    6.3           The
      Purchaser and the Seller shall agree upon the computation of the Closing Balance
      Sheet.

    


    6.4           NCA
      and each of the Sellers shall enter into the Employment Agreement in the form
      of
      that attached to this Agreement as Exhibit 5.6(b).

    


    6.5           All
      closing documents shall be in form and substance reasonably satisfactory to
      counsel for the respective parties.

    


    ARTICLE
      VII

    SURVIVAL
      OF REPRESENTATIONS, WARRANTIES

    AND
      AGREEMENTS; EXPENSES AND INDEMNIFICATION

    


    7.1           Survival.  All
      representations, warranties, covenants and agreements of Sellers and Purchaser
      contained in this Agreement and the Ancillary Documents shall survive the
      Closing and the consummation of the transactions contemplated by this
      Agreement.

    


    7.2           Expenses.

    


    (a)           Whether
      or not the transactions contemplated by this Agreement are consummated, each
      party hereto shall pay all of such party’s own fees and expenses incident to the
      negotiation, preparation and execution of this Agreement, including the fees
      and
      expenses of such party’s own legal counsel, accountants and other
      advisors.

    


    (b)           Sellers
      shall pay all sales or other transfer, stamp or similar taxes incurred in
      connection with the sale, transfer and assignment of the Shares to
      Purchaser.

    


    7.3           Indemnification
      of Purchaser.  From and after the Closing Date, Sellers
      shall jointly and severally, indemnify and hold Purchaser and NCA and its
      post-Closing directors, officers, employees, agents and affiliates (each a
      “Purchaser Protected Party”) harmless from and against any and all damages,
      losses, deficiencies, liabilities, obligations, commitments, costs or expenses
      of any kind or nature (including legal and other expenses reasonably incurred
      in
      investigating and defending against the same) (“Reimbursable Amounts”) incurred
      by any Purchaser Protected Party resulting directly or indirectly
      from:

    


    (a)           any
      untrue statement contained in any of the representations or warranties made
      by
      Sellers in this Agreement or in any Ancillary Documents;

    


    (b)           any
      failure by Sellers to comply with the covenants or agreements of NCA contained
      in this Agreement or in any Ancillary Documents;

    


    (c)           any
      and all claims against NCA or the Purchaser for any amounts in excess of the
      liabilities set forth on the Closing Balance Sheet and any liability or expense
      of NCA arising before the Closing Date to the extent not included in the
      liabilities set forth in the Closing Balance Sheet;

    


    (d)           any
      and all claims arising from the conduct by NCA of its business and/or its
      ownership or operation of the Assets prior to the Closing Date; or

    


    (e)           any
      and all claims arising from the employment by NCA of any employees of NCA prior
      to the Closing Date, and any claims relating to severance or to termination
      of
      such employees.

    


    7.4           Indemnification
      of Sellers.  From and after the Closing Date, Purchaser
      shall indemnify and hold Sellers (each a “Sellers Protected Party”) harmless
      from and against any and all Reimbursable Amounts incurred by any Sellers
      Protected Party resulting directly or indirectly from:

    


    (a)           any
      untrue statement contained in any of the representations and warranties made
      by
      Purchaser in this Agreement or in any Ancillary Documents;

    


    (b)           any
      failure by Purchaser to comply with the covenants or agreements of Purchaser
      contained in this Agreement or in any of the Ancillary Documents;

    


    (c)           any
      and all claims arising from the conduct by NCA of its business and/or its
      ownership or operations of the Assets after the Closing Date.

    


    7.5           Indemnification
      for Third Party Claims.  The following procedures shall
      be applicable with respect to indemnification for third party claims arising
      in
      connection with any provision of this Agreement:

    


    (a)           Promptly
      after receipt by the party seeking indemnification hereunder (an “Indemnitee”)
      of written notice of the assertion or the commencement of any claim, liability
      or obligation by a third party, whether by legal process or otherwise (a
“Claim”), with respect to any matter referred to in Section 7.3 or Section 7.4
      hereof, as the case may be, the Indemnitee shall give written notice thereof
      (the “Notice”) to the persons from whom indemnification is sought pursuant
      hereto (an “Indemnitor”) and shall thereafter keep the Indemnitor reasonably
      informed with respect thereto, provided that failure of the Indemnitee to give
      the Indemnitor prompt notice as provided herein shall not relieve the Indemnitor
      of its obligations hereunder unless such failure alone and not in conjunction
      with other factors results in (i) a default judgment, (ii) the expiration of
      the
      time to answer a complaint, or (iii) the inability of the Indemnitor to
      adequately defend against such Claim.  In case any such Claim is
      brought against any Indemnitee, the Indemnitor shall be entitled to assume
      the
      defense thereof, by written notice of its intention to the Indemnitee within
      thirty (30) days after receipt of Notice, with counsel reasonably satisfactory
      to the Indemnitee at the Indemnitor’s own expense.  Notwithstanding
      the assumption by the Indemnitor of the defense of any Claim as provided in
      this
      Section 7.5(a), the Indemnitee shall be permitted to join in the defense of
      such
      claim and to employ counsel at its own expense.

    


    (b)           If
      the Indemnitor shall fail to notify the Indemnitee of its desire to assume
      the
      defense of any such Claim within the prescribed period of time, or shall notify
      the  Indemnitee that it will not assume the defense of any such Claim,
      then the Indemnitee shall assume the defense of any such Claim, in which event
      it may do so in such manner as it may deem appropriate.  The
      Indemnitor shall be permitted to join in the defense of such Claim and to employ
      counsel at its own expense.

    


    (c)           No
      Indemnitee shall make any settlement of any Claim which would give rise to
      liability on the part of an Indemnitor hereunder without the written consent
      of
      the Indemnitor, which consent shall not be unreasonably withheld.  If
      a firm written offer is made to settle a Claim and the Indemnitor desires to
      accept such settlement offer, but the Indemnitee elects not to consent thereto,
      then the Indemnitee may continue to contest or defend such Claim; provided,
      however, that the total maximum liability of the Indemnitor to indemnify or
      otherwise reimburse the Indemnitee in accordance with this Agreement with
      respect to such Claim shall be limited to and shall not exceed the amount of
      the
      settlement offer rejected by the Indemnitee, plus reasonable out-of-pocket
      costs
      and expenses (including attorneys’ fees) to the date of notice that the
      Indemnitor desires to accept such settlement offer.

    


    (d)           Amounts
      payable by an Indemnitor to an Indemnitee under Section 7.3 or Section 7.4
      hereof, as the case may be, shall be payable by the Indemnitor as incurred
      by
      the Indemnitee.

    


    7.6           Setoff
      Rights.  Purchaser shall have the right to setoff
      against any unpaid portion of the of the purchase price to be paid pursuant
      to
      Sections 1.3 and 1.8, any amounts paid by Purchaser or NCA as the result of
      Sellers’ failure to fulfill its indemnification obligations under Section 7.3
      and 7.5, within 15 days after the delivery by Purchaser to Sellers of a notice
      setting forth the amounts being set off, the parties understanding that to
      the
      extent that the amount of such setoff exceeds any payment to be made by
      Purchaser to Sellers pursuant to Sections 1.3 and 1.8, such excess shall
      continue to remain an obligation of the Sellers to be paid to the Purchaser
      in
      accordance with the provisions of this Article VII.

    


    ARTICLE
      VIII

    MISCELLANEOUS

    


    8.1           Publicity.  Except
      as may otherwise be required by law, no publicity, release or announcement
      concerning this Agreement or the transactions contemplated hereby shall be
      made
      without advance written approval thereof by the parties hereto.

    


    8.2           Notices.  Any
      notice or other communication required or permitted hereunder shall be in
      writing and shall be delivered personally, telegraphed, telexed, sent by
      facsimile transmission (provided acknowledgment or receipt thereof is delivered
      to the sender) or sent by certified, registered or express mail, postage
      prepaid.  Any such notice shall be deemed given when so delivered
      personally, telegraphed, telexed or sent by facsimile transmission or, if
      mailed, three days after the date of deposit in the United States mails as
      follows:

    


    If
      to Sellers, to:

    


    John
      M. Suddeth, Jr.

    Michael
      H. Morris

    400
      4TH Avenue
      North

    Naples,
      Florida  34102

    


    with
      a
      copy to:

    


    Tyler
      B.
      Korn, Esquire

    The
      Korn
      Law Firm, P.L.

    5150
      Tamiami Trail N., Suite 302

    Naples,
      Florida 34103

    


    If
      to Purchaser, to:

    


    TIB
      Financial Corp.

    599
      9th Street
      North,
      Suite 101

    Naples,
      Florida
      34102-5624

    Attention:  Edward
      V.
      Lett

        Chief
      Executive Officer

    


    with
      a
      copy to:

    


    John
      P.
      Greeley, Esquire

    Smith
      Mackinnon, PA

    255
      South
      Orange Avenue, Suite 800

    Orlando,
      Florida 32801

    


    or
      such
      other address as any of the above shall have specified by notice
      hereunder.

    


    


    8.3           Amendment;
      Extension; and Waiver.

    


    (a)           This
      Agreement may not be amended except by an instrument in writing signed on behalf
      of each of the parties hereto.

    


    (b)           At
      any time on or prior to the Closing Date, any party hereto may (i) extend the
      time for the performance of any of the obligations or other acts of the other
      parties hereto, (ii) waive any inaccuracies in the representations and
      warranties of the other parties hereto contained herein or in any document
      delivered pursuant hereto, and (iii) waive compliance by the other parties
      hereto with any of the agreements or conditions contained herein or in any
      Ancillary Document.  Any agreement on the part of a party hereto in
      any such extension or waiver shall be valid if set forth in any instrument
      in
      writing signed on behalf of such party.  No action taken pursuant to
      this Agreement, including any investigation by or on behalf of any party hereto,
      shall be deemed to constitute a waiver by the party taking such action of
      compliance with any agreement or condition contained herein or in any Ancillary
      Document.  The waiver by any party hereto of any condition or of a
      breach of any other provision of this Agreement or any Ancillary Document shall
      not operate or be construed as a waiver of any other condition or any other
      provision or subsequent breach.  The waiver by any party of any of the
      conditions precedent to its obligations under this Agreement shall not preclude
      it from seeking redress for breach of this Agreement other than with respect
      to
      the condition so waived.  All rights and remedies of any party to this
      Agreement shall be cumulative and concurrent and may be exercised singularly,
      successively or concurrently, at the sole discretion of such party and may
      be
      exercised as often as occasion therefor may exist.

    


    8.4           Governing
      Law; Venue.  This Agreement shall be governed by and
      construed in accordance with the laws of the State of Florida, without giving
      effect to the principles of conflicts of laws thereof.  The sole and
      exclusive venue for any action arising out of this Agreement shall be a state
      or
      federal court situated in Collier County, Florida, and the parties agree that
      the jurisdiction of such court may be secured over a party by means of certified
      mail, return receipt requested or by personal service.

    


    8.5           Binding
      Effect; Assignment.  This Agreement shall be binding
      upon and inure to the benefit of the parties hereto and their respective
      successors, permitted assigns and legal representatives.  Neither this
      Agreement, nor any right hereunder, may be assigned by any party hereto without
      the prior written consent of the other party hereto.

    


    8.6           Severability.  This
      Agreement is intended to be performed in accordance with, and only to the extent
      permitted by, all applicable laws.  If any provision of this Agreement
      or the application thereto to any Person or circumstances shall, for any reason
      and to any extent, be valid or unenforceable, the remainder of this Agreement
      and the application of such provision to other persons or circumstances shall
      not be effected thereby, but rather shall be enforced to the greatest extent
      permitted by law.

    


    8.7           No
      Third Party Beneficiaries.  Nothing in this Agreement is
      intended or shall be construed to give any Person other than the parties hereto
      and, in the event of the inability of any party hereto fully to exercise such
      rights, the respective shareholders of each such party, any legal or equitable
      right, remedy or claim under or in respect of this Agreement or the Ancillary
      Documents or any provision contained herein.

    


    8.8           Counterparts.  This
      Agreement may be executed by the parties hereto in separate counterparts, each
      of which when so executed and delivered shall be an original, but all such
      counterparts shall together constitute one and the same
      instrument.  Each counterpart may consist of a number of copies hereof
      each signed by less than all, but together signed by all of the parties
      hereto.

    


    8.9           Exhibits
      and Schedules.  The Exhibits and the Schedules to this
      Agreement are a part of this Agreement as if fully set forth
      herein.

    


    8.10           Headings.  The
      headings in this Agreement are for reference only, and shall not affect the
      interpretation of this Agreement.

    


    8.11           Actions
      by Affiliates.  To the extent that this Agreement
      requires action to be taken by affiliates of any party hereto, the applicable
      party shall cause such action to be taken.

    


    8.12           Prevailing
      Party.  In connection with any action arising out of
      this Agreement or the transactions contemplated hereby, the substantially
      prevailing party in any such action shall be entitled to receive from the other
      party all costs and expenses (including reasonable attorneys’ fees) incurred by
      the substantially prevailing party in connection therewith, in addition to
      any
      other award made by the court in which such action is brought.

    


    8.13           Rules
      of Construction.

    


    (a)           In
      this Agreement, unless the context otherwise requires, words in the singular
      number or in the plural number shall each include the singular number, and
      words
      of the masculine gender shall include the feminine and the neuter, and, when
      the
      sense so indicates, words of the neuter gender may refer to any
      gender.

    


    (b)           The
      term “Person” shall mean an individual, corporation, a partnership, an
      association, a trust or any other entity or organization, including a
      governmental or political subdivision or any agency or instrumentality
      thereof.

    


    (c)           All
      references herein to dollar amounts are in United States dollars and all
      references herein to generally accepted accounting principles are to those
      in
      effect in the United States as of the date hereof.

    


    (d)           The
      terms “herein”, “hereunder” and similar terms refer to this Agreement generally
      and not to any one Article or Section.

    


    (e)           Any
      representations and warranties set forth herein containing the phrase “to the
      knowledge” shall mean, include and refer to such knowledge as may be possessed
      by the respective directors and officers (either singly or collectively) of
      the
      party to whom such phrase relates.

    


    (f)           All
      provisions in this Agreement requiring any party hereto to use its best efforts,
      to cooperate with the other parties hereto, and to take such action as may
      be
      reasonably necessary to achieve a particular result shall not be construed
      to
      require such party to expend or agree to expend any funds, or to agree to any
      increase in amounts otherwise payable by such party pursuant to any contractual
      obligations or applicable law, except as otherwise specified in this
      Agreement.

    


    IN
      WITNESS WHEREOF, this Agreement has
      been signed by an officer of each of the parties on the date first above
      written.

    


     

    


    
      	
               SELLERS 

               

               

            	 	
               NAPLES
                CAPITAL ADVISORS, INC.

               

               

            	 	 
	 	
               By: 


            	 /s/	 	 
	 	 	 Michael
              H. Morris	 	 
	 /s/	 	 Title: 
              Chief Executive Officer	 	 
	 John
              M. Suddeth, Jr., Individually	 	 	 	 
	 	 	 	 	 
	 /s/	 	 PURCHASER:	 	 
	
               Michael
                H. Morris, Individually 

               

               

            	 	
               TIB
                FINANCIAL CORP.

               

               

            	 	 
	 	 	 	 	 
	 	
               By: 
                

            	 /s/	 	 
	 	 	 Stephen
              J. Gilhooly	 	 
	 	 	 Title:   Chief
              Financial Officer