MARKETING AND SALES ALLIANCE AGREEMENT

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

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

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

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

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

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

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

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

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

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

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

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

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

  "EFT Network"   means Star.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2.1   Marketing; Referral of Merchants to NOV A.

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

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

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

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

2.2   Subsidies/Credit Enhancements.

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

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

2.3   Payment of Royalties and Flat Fees .

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

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

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

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

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

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

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