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                                                                   EXHIBIT 10.10



October 3, 2002

PERSONAL AND CONFIDENTIAL

Mr. Nicholas J. Panicaro
Executive Vice President and CFO
Old Florida Bancshares, Inc.
6321 Daniels Parkway
Fort Myers, Florida  33912

Dear Nick:

This letter serves as a contract for Austin Associates, LLC ("Austin
Associates") to serve as Primary Financial Advisor to Old Florida Bancshares,
Inc. ("Client"), to assist Client with various professional services related to
the potential acquisition of Marine Bancshares, Naples, Florida ("Target"). For
purposes of this contract, a transaction may take the form of a purchase of
stock, purchase of assets, merger or other transaction in which the Client
acquires substantially all of the assets or stock of the Target (a
"Transaction"). We understand that the Client will retain legal and tax advisors
with respect to the potential transaction referred to in this engagement letter.

The services that Austin Associates will provide Client, if requested, include:

         1.   Comprehensive Transactional Advisory Services
         2.   Due Diligence Oversight
         3.   Contract Negotiations; Regulatory Approvals and Closing
         4.   Issuance of Fairness Opinion(s)

                               TERMS OF ENGAGEMENT

1. Comprehensive Transactional Advisory Services

         Based on the progress and status of discussions with the Target,
         provide comprehensive transactional advisory services, as follows:

         -    Prepare valuation of the Target.
         -    Prepare pro forma acquisition analysis of the Target at range of
              purchase prices and alternative forms of consideration. This will
              assist in evaluating the impact of the transaction to earnings,
              book value, performance ratios and shareholder value under a wide
              range of pricing assumptions.
         -    Advise the board of directors regarding pricing the transaction.
         -    Advise the board of directors regarding negotiating strategy.
         -    Advise the board of directors regarding non-price issues, such as
              employment contracts and terms, integration issues and corporate
              structure.



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Mr. Nichols J. Panicaro
October 3, 2002
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         -    Advise the company regarding due diligence scope and procedures,
              although participation in the actual due diligence is not
              included.
         -    Assist the board in negotiating the financial terms of the letter
              of intent and/or definitive agreement in connection with the
              transaction.
         -    Attend and participate in board meetings related to the
              transaction.
         -    To the extent requested, participate in meetings and/or
              conferences with the Target and/or its financial and legal
              advisors, to represent the Client in the negotiation of the
              financial terms of the transaction.
         -    Assist in drafting or reviewing all press releases, shareholder,
              employee and customer communications in connection with
              announcement of a transaction.
         -    Assist in addressing other matters that may be relevant to the
              transaction but may not be specifically noted above.

2. Due Diligence Oversight.

         a.   In conjunction with Client's management team, oversee the design
              and implementation of a complete Due Diligence program, including
              scope and level of information review, and coordination of data
              requests.

         b.   Assist in the preparation of presentations, if any, to be made
              during discussions with the Target. Assist in resolving any issues
              which may arise during the due diligence review, including
              providing post-review follow-up items.

3. Contract Negotiations; Regulatory Approvals and Closing.

         a.   If Client decides to proceed with a Transaction, review the
              definitive agreement and advise the Client regarding appropriate
              provisions related to the financial terms of the agreement.

         b.   Assist in the negotiation of the financial terms of the definitive
              agreement, as well as the structure and negotiation of corollary
              agreements (i.e., lock-up and/or option agreements, transitional
              service arrangement, employment contracts, leases) relating to the
              Transaction.

         c.   Review all required regulatory applications to consummate the
              Transaction(s). Depending on the structure of the Transaction(s),
              review any required securities registration statements, notice
              filings required under federal and state securities laws and
              regulations, including proxy statements used to solicit the vote
              of Client's shareholders, if necessary. Austin Associates will
              assist in preparing any necessary disclosure related to its role
              as financial advisor.


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Mr. Nichols J. Panicaro
October 3, 2002
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         d.   Assist in effecting the closing of the Transaction, including
              assistance in the preparation of closing schedules and guidance in
              resolving contingencies and securing shareholder and regulatory
              approvals.

4. Issuance of Fairness Opinion

     Austin Associates will issue a fairness opinion to the Client as it
     pertains to any Transaction involving the acquisition of the Target. A
     fairness opinion is a statement that a proposed Transaction is fair to the
     Client, and its stockholders, from a financial point of view. Austin
     Associates will issue its opinion as to the fairness of a Transaction at
     the time the Board enters into a definitive agreement related to a specific
     Transaction. The fairness opinion may be attached to and/or quoted in
     materials used in connection with the Transaction, including regulatory
     filings, securities registration and communications to shareholders. Client
     agrees to obtain Austin Associates' consent to the description of the
     services rendered to Client.

                                PROFESSIONAL FEES

Austin Associates shall be compensated by Client for its services as follows.

1.   A Retainer of $5,000 shall be paid to Austin Associates upon execution of
     this engagement letter.

2.   An Advisory Fee of $15,000 shall be paid to Austin Associates upon the
     execution of a definitive agreement related to a Transaction involving the
     acquisition of the Target.

3.   A Success Fee equal to 0.50 percent of the Transaction Value, net of a
     credit for the Retainer and Advisory Fees noted above, shall be paid to
     Austin Associates upon the closing of a Transaction involving the
     acquisition of the Target. The term Transaction Value means the market
     value of the consideration paid in connection with the Transaction.

4.   Client will reimburse Austin Associates for its reasonable out-of-pocket
     expenses throughout the engagement. Client will be responsible for its
     regulatory fees, filing fees, legal counsel or certified public accounting
     fees.

                                   OTHER TERMS

1.       Ownership and Confidentiality. Client acknowledges that Austin
         Associates' valuation models and software, the valuation reports and
         all data, documentation and processes relating to them are the sole
         property of either it or third-party software vendors ("Licensors").
         Client recognizes that they are the valuable, proprietary products and
         trade secrets of them (or the Licensors) embodying substantial creative
         efforts, ideas and expressions. Client agrees not to use the report(s)
         or other information, materials or research provided by Austin
         Associates to create a computer program to produce similar information.
         All information, reports, analyses, valuation and work product prepared
         or developed by Austin Associates for Client pursuant to this contract
         shall be used by


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Mr. Nichols J. Panicaro
October 3, 2002
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         Client solely in connection with the transactions contemplated herein
         and shall not be released or disclosed by Client to any party,
         including representatives or affiliates of Client, except as expressly
         agreed to by Austin Associates in writing. Notwithstanding the
         foregoing, Client may, without Austin Associates' written consent,
         provide the information to any representatives it may engage to assist
         Client in the transaction, provided that any representatives to whom
         such information is provided are made aware of this contract and agree
         to be bound by the confidentiality provisions of this paragraph 1 and,
         provided further, that Client shall remain liable for any breaches of
         this provision made by such representatives.

         Austin Associates acknowledges that it will receive valuable
         proprietary information and trade secrets of the Client in connection
         with the performance of services under this Contract. Austin Associates
         agrees to use its best efforts to preserve the confidentiality of such
         proprietary information and trade secrets of the Client.

2.       Limitation of Liability and Indemnification. Client agrees that Austin
         Associates may rely fully on information provided by Client, and that
         Austin Associates shall have no obligation to independently verify any
         information provided by Client. Client agrees to notify Austin
         Associates of any errors within ten business days after receipt of
         information. Austin Associates shall have no liability to Client in
         connection with the performance of services hereunder except for (i)
         any breach of the confidentiality provisions of this contract or (ii)
         any liability relating to matters other than confidentiality if such
         liability is directly attributable to the gross negligence or willful
         misconduct of Austin Associates. Client agrees to indemnify and hold
         harmless Austin Associates and its members, officers, directors,
         shareholders, employees and agents for their time and from and against
         any and all losses, costs, damages, expenses, obligations, claims or
         liabilities, including attorneys' fees and expenses, incurred by any of
         such indemnified parties arising out of or related to the services
         specified herein unless the same is caused by the gross negligence or
         willful misconduct of Austin Associates, as determined by a court of
         appropriate jurisdiction. In no event shall Austin Associates be liable
         for (i) any indirect, special or consequential damages arising out of
         this contract, or (ii) any direct damages in excess of the compensation
         received from Client.

3.       Termination: Withdrawal from Negotiations. Client reserves the sole
         right to accept or reject Transaction proposals or withdraw from
         negotiations with the Target for any reason, subject to the provisions
         of this paragraph 3. In the event the Board of Directors elects not to
         proceed with a Transaction, this contract shall terminate and the
         Client shall have no further obligation under this contract, provided
         that the Client does not enter into a letter of intent and/or
         definitive agreement related to a Transaction on or before December 31,
         2003. If the Client enters into a contract related to a business
         combination transaction with the Target prior to December 31, 2003,
         Client shall remain obligated to


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Mr. Nichols J. Panicaro
October 3, 2002
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         Austin Associates for the professional fees outlined above. If after
         execution of a definitive agreement with respect to a Transaction,
         Client elects not to close the Transaction for any reason other than
         the Target's breach of the definitive agreement, Client's failure to
         obtain regulatory approval, Client's failure to obtain shareholder
         approval (if applicable) or the failure of Austin Associates to render
         a fairness opinion at the time the proxy materials are to be sent to
         Client's shareholders (if applicable), then Client shall remain
         obligated to Austin Associates for the professional fees outlined
         above. Except as otherwise specifically provided, nothing in this
         Agreement will be construed to limit either Austin Associates or Client
         in the conduct of its other business activities.

4.       Miscellaneous. All payments due Austin Associates will be made to its
         Toledo, Ohio, office, or as otherwise directed in writing. In the event
         of a dispute, the prevailing party will be entitled to recover costs
         including reasonable attorney's fees. This is the entire agreement and
         its terms can only be changed by mutual written consent.

To indicate your acceptance, please sign both copies of this contract, returning
one to Austin Associates along with the retainer amount, and keeping one for
your records. We look forward to working with you.

AUSTIN ASSOCIATES, LLC


/s/ Craig J. Mancinotti
------------------------
Craig J. Mancinotti
Managing Director and Principal

ACCEPTED BY OLD FLORIDA BANCSHARES, INC.


By:    /s/ Larry W. Johnson                                     10/9/02
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                                                                Date
Title: President & Chief Executive Officer
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