BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT

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

The Bank fully represents, warrants and agrees that it is the true, lawful, and sole owners of the Assets Sold hereby sold, transferred, assigned, bargained, conveyed, delivered, abandoned, and set over; that it has the full, complete, and lawful right, power, and authority to execute this Bill of Sale and Assignment and Assumption Agreement and to so sell, transfer, assign, bargain, convey, deliver, abandon and set over the Assets Sold; that the rights, title a