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                                                                  EXHIBIT 10.17


October 16, 1997


Board of Directors
FP Bancorp, Inc.
613 West Valley Parkway
Escondido, CA 92025-4929

Attention:     Mr. Harvey Williamson
               President and Chief Executive Officer


Ladies and Gentlemen:

               Sandler O'Neill & Partners, L.P. ("Sandler O'Neill") is pleased
to act as an independent financial advisor to the Board of Directors and senior
management of FP Bancorp, Inc. and its subsidiaries (together, the "Company") in
connection with certain business combinations involving the Company and a second
party (whether an individual, partnership, company or other entity, and together
with its affiliates, the "Second Party") ("Specific Advisory Services"). This
letter is to confirm the terms and conditions of our engagement.


SPECIFIC ADVISORY SERVICES

               In connection with Sandler O'Neill's Specific Advisory Services,
Sandler O'Neill will assist the Company in analyzing, structuring, negotiating
and effecting Business Combinations or other strategic alternatives which may
involve one or more Second Parties. In this regard, we anticipate that our
activities would include, as appropriate, the following:

              1.     Performing financial analyses of the Company and a Second
                     Party in the context of a possible Business Combination;

              2.     Assisting the Company in its determination of appropriate
                     and desirable values to be exchanged in a Business
                     Combination;


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Board of Directors
FP Bancorp, Inc.
October 16, 1997
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              3.     Advising the Company as to the structure and form of any
                     proposed Business Combination; 

              4.     Advising and assisting the Company's Mergers and 
                     Acquisitions Committee and management in making 
                     presentations to the Company's Board of Directors about 
                     any proposed Business Combination;

              5.     Counseling and participating with the Company's Mergers and
                     Acquisitions Committee and management in any approaches to,
                     or discussions or negotiations with, a Second Party;

              6.     Assuming an agreement in principle is reached for a
                     Business Combination, assisting the Company's Mergers and
                     Acquisitions Committee and management in negotiating a
                     definitive agreement;

              7.     Assisting the Company in any proceedings relating to
                     regulatory approvals required for a Business Combination;

              8.     If requested by the Company, rendering an opinion to the
                     Board (the "Opinion") as to whether the consideration to be
                     exchanged in a proposed Business Combination with the
                     Second Party is fair, from a financial point of view, to
                     the Company's shareholders; and

              9.     Rendering such other financial advisory and investment
                     banking services as may from time to time be agreed upon by
                     Sandler O'Neill and the Company.

        The Company hereby acknowledges and agrees that the financial models and
presentations used by Sandler O'Neill in performing its services hereunder have
been developed by and are proprietary to Sandler O'Neill and are protected under
applicable copyright laws. The Company agrees that it will not reproduce or
distribute all or any portion of such models or presentations without the prior
written consent of Sandler O'Neill.


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Board of Directors
FP Bancorp, Inc.
October 16, 1997
Page 3

TRANSACTION RELATED FEES

               In connection with the Specific Advisory Services referred to
above, the Company agrees to pay Sandler O'Neill transaction related fees as set
forth below:

              1.     If during the period Sandler O'Neill is retained by the
                     Company or within 12 months thereafter (a) a Business
                     Combination is consummated with a Second Party (i) as to
                     which Sandler O'Neill provided the Company with material
                     financial advice as to a proposed or actual Business
                     Combination or (ii) with which Sandler O'Neill had
                     substantive discussions with the prior consent of the
                     Company regarding a Business Combination, in each case
                     during the term of Sandler O'Neill's engagement hereunder;
                     or (b) the Company enters into a definitive agreement with
                     any such Second Party to engage in a Business Combination,
                     transaction fees shall be paid as follows: the sum of (i)
                     if the Per Share Transaction Value is less than or equal to
                     $26.50, an amount equal to 0.60% of the Aggregate
                     Transaction Value, plus (ii) if the Per Share Transaction
                     Value is greater than $26.50, an amount equal to 5.0% of
                     the amount by which the actual Aggregate Transaction Value
                     exceeds the Base Value Aggregate Transaction Value. Such
                     transaction fee shall become due and payable in cash as
                     follows: (x) $100,000 upon the public announcement by the
                     Company of the signing of the definitive agreement to
                     effect the Business Combination, (y) $100,000 upon the
                     receipt by the Company of the approval of the Company's
                     shareholders to effect the Business Combination, and (z)
                     the balance on the day of closing of the Business
                     Combination. For purposes of determining any transaction
                     fees payable pursuant to this paragraph, the Base Per Share
                     Transaction Value shall be $26.50 and the Base Value
                     Aggregate Transaction Value shall be calculated as if the
                     Per Share Transaction Value were equal to the Base Per
                     Share Transaction Value.

              2.     If Sandler O'Neill is asked by the Company to render an
                     opinion to the Board as to whether the consideration to be
                     exchanged in a proposed Business Combination with a Second
                     Party is fair, from a financial point of view, to the
                     Company's shareholders, the Company agrees to pay Sandler
                     O'Neill a fee of $50,000, payable in cash at the time such
                     Opinion is rendered. Any fee paid pursuant to this
                     paragraph 2 shall be credited against any fee that becomes
                     due and payable under clauses (y) and (z) of paragraph 1
                     above.


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Board of Directors
FP Bancorp, Inc.
October 16, 1997
Page 4

        Sandler O'Neill also acknowledges that a decision on whether to accept
any offers is strictly reserved to the Company's Board of Directors, and
recognizes that the Board of Directors may choose to reject all proposals
regardless of the price offered. In such situations, Sandler O'Neill will be
entitled only to receive those fees and expenses provided for herein.


EXPENSE REIMBURSEMENT

               In addition to any fees that may be payable to Sandler O'Neill
under this letter, the Company agrees to reimburse Sandler O'Neill, upon request
made from time to time, for its reasonable out-of-pocket expenses incurred in
connection with Sandler O'Neill's activities under this letter, including the
reasonable fees and disbursements of its legal counsel.


FAIRNESS OPINIONS

               It is understood that any Opinion will be dated as of a date
reasonably proximate to the date of any proxy statement or any offer to purchase
to be mailed to the shareholders of the Company in connection with the Business
Combination. It is further understood that, if the Opinion is included in any
such proxy statement or offer to purchase, the Opinion will be reproduced in
such proxy statement or offer to purchase in full, and any description of or
reference to Sandler O'Neill or the analyses performed by Sandler O'Neill or any
summary of the Opinion in such proxy statement or offer to purchase will be in a
form acceptable to Sandler O'Neill and its counsel in the exercise of their
reasonable judgment. If no proxy statement or offer to purchase is to be mailed
to the Company's shareholders in connection with the Business Combination, the
Opinion will be dated as of a date reasonably proximate to the date of its
delivery to the Company's Board of Directors. Except as provided in this letter
or as required by law, neither the Opinion nor any other advice delivered to the
Board of Directors or senior management of the Company by Sandler O'Neill may be
reproduced, summarized, described or referred to without Sandler O'Neill's prior
written consent.


CONFIDENTIAL INFORMATION

               The Company will furnish Sandler O'Neill (and will request that
the Second Party furnish Sandler O'Neill) with such information as Sandler
O'Neill reasonably believes appropriate to its assignment (all such information
so furnished being the "Information"). The Company recognizes and confirms that
Sandler O'Neill (a) will use and rely primarily on the Information and on
information available from generally recognized public sources in performing the
services contemplated by this letter and in rendering the Opinion without 


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Board of Directors
FP Bancorp, Inc.
October 16, 1997
Page 5

having independently verified the same, (b) does not assume responsibility for
the accuracy or completeness of the Information and such other information and
(c) will not make an appraisal of any assets, collateral securing assets or
liabilities of the Company or the Second Party. Sandler O'Neill agrees to use
its best efforts to keep confidential Information confidential and to abide by
any confidentiality agreements signed by the Company and a Second Party.


INDEMNIFICATION

               The Company agrees to indemnify and hold Sandler O'Neill and its
affiliates and their respective partners, directors, officers, employees, agents
and controlling persons (Sandler O'Neill and each such person being an
"Indemnified Party") harmless from and against any and all losses, claims,
damages and liabilities, joint or several, to which such Indemnified Party may
become subject under applicable federal or state law, or otherwise, related to
or arising out of any actual or proposed Business Combination or alternative
transaction or the engagement of Sandler O'Neill pursuant to, and the
performance by Sandler O'Neill of the services contemplated by, this letter, and
will reimburse any Indemnified Party for all expenses (including reasonable
counsel fees and expenses) as they are incurred, including expenses incurred in
connection with the investigation of, preparation for or defense of any pending
or threatened claim or any action or proceeding arising therefrom, whether or
not such Indemnified Party is a party. The Company will not be liable under the
foregoing indemnification provision to the extent that any loss, claim, damage,
liability or expense is found in a final judgment by a court of competent
jurisdiction to have resulted primarily from Sandler O'Neill's bad faith or
negligence. The foregoing shall not apply to any suits or proceedings brought
against Sandler O'Neill by the Company (including its affiliated entities and
its officers, directors, agents, employees or controlling persons).

               In the event Sandler O'Neill appears as a witness in any action
brought against the Company in which an Indemnified Party is not named as a
defendant, the Company agrees to reimburse Sandler O'Neill for all reasonable
expenses incurred and time expended by it in connection with its appearing as a
witness.

               The Company agrees to notify Sandler O'Neill promptly of the
assertion against it or any other person of any claim or the commencement of any
action or proceeding relating to any transaction contemplated by this agreement.


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Board of Directors
FP Bancorp, Inc.
October 16, 1997
Page 6

CERTAIN DEFINITIONS

               As used in this letter, the term:


              1.     "Business Combination" means (a) any merger, consolidation,
                     reorganization or other business combination pursuant to
                     which the business of the Company is combined with or comes
                     under common control with that of the Second Party, or (b)
                     the acquisition, directly or indirectly, by the Second
                     Party of more than 50.1% of the capital stock, or all or a
                     substantial portion of the assets, of the Company, by way
                     of tender or exchange offer, negotiated purchase or
                     otherwise, whether effected, in any such case, in one
                     transaction or a series of transactions.

              2.     "Per Share Transaction Value" means the consideration
                     agreed to be paid or exchanged for each share of common
                     stock of the Company.

              3.     "Aggregate Transaction Value" means an amount equal to the
                     sum of (a) the product of (1) the consideration agreed to
                     be paid or exchanged for each share of each class of stock
                     of the Company, and (2) the number of such shares agreed to
                     be acquired or exchanged and acquired or exchanged by the
                     Company, plus (b) the product of (1) the number of options,
                     warrants or other rights, all as outstanding on or after
                     the date of an agreement to effect a Business Combination,
                     and, without duplication, that are cashed out or exchanged,
                     as the case may be, as part of the Business Combination and
                     (2) the consideration to be paid with respect to such
                     options, warrants or other rights. For the purpose of
                     clause (a)(2) of the foregoing sentence, all shares of any
                     class of stock shall be deemed to have been acquired if
                     more than 75% of the outstanding shares of that class,
                     including in the total of shares acquired shares that were
                     acquired by the Second Party, prior to or as an integral
                     part of, the Business Combination, are acquired. The fair
                     market value of any such securities will be the value as
                     the parties hereto shall mutually agree on the day prior to
                     (1) the consummation of such transaction or (2) the date on
                     which a partial transaction fee becomes due and payable;
                     provided, however, that if such securities consist of
                     securities with an existing public trading market, the
                     value thereof shall be determined by the average of the
                     last sales prices for such securities on the five trading
                     days ending five days prior to the relevant date. In the
                     event a particular 


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Board of Directors
FP Bancorp, Inc.
October 16, 1997
Page 7

                     transaction structure makes the calculation of the
                     Aggregate Transaction Value as set forth above impractical,
                     the parties hereto shall use their best efforts to
                     determine an Aggregate Transaction Value that would
                     approximate the Aggregate Transaction Value had the
                     relevant Business Combination been structured as a share
                     purchase.


TERMINATION OF ENGAGEMENT

               Sandler O'Neill's engagement hereunder may be terminated by the
Company or by Sandler O'Neill at any time upon 30 days written notice to that
effect, it being understood that the provisions relating to the payment of fees
and expenses, confidential information and indemnification will survive any such
termination.


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Board of Directors
FP Bancorp, Inc.
October 16, 1997
Page 8

               Please confirm that the foregoing correctly sets forth our
agreement by signing and returning to Sandler O'Neill the duplicate copy of this
letter enclosed herewith.

                                Very truly yours,


                                Sandler O'Neill & Partners, L.P.
                                By:    Sandler O'Neill & Partners Corp.,
                                       the sole general partner.

                                By:/s/ PAUL R. HAKLISCH
                                   _______________________________
                                       Paul R. Haklisch
                                       Vice President


Accepted and agreed to as 
of the date first written above:

FP Bancorp, Inc.

By: /S/ MARK N. BAKER
   _______________________________

Its:   CHAIRMAN
    _______________________________