IMPERIAL CREDIT INDUSTRIES INC
INDEPENDENT CONTRACTOR AGREEMENT
<DOCUMENT>
<TYPE>EX-10.46
<SEQUENCE>4
<FILENAME>dex1046.txt
<DESCRIPTION>INDEPENDENT CONTRACTOR AGREEMENT
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.46
                       INDEPENDENT CONTRACTOR AGREEMENT
                       --------------------------------


This Independent Contractor Agreement ("Agreement") is made and entered into
effect as of September 1, 2001 by and between Imperial Credit Industries, Inc.
("ICII"), and Seacor Inc. ("Independent Contractor").

1.   SERVICES; CONDITIONS
     --------------------

     A.   Independent Contractor is hereby engaged by ICII to assist in the
          negotiation of terms and fees to be paid to investment banks and other
          advisors involved in ICII's prospective capital-raising and the sale
          or purchase of assets; serve as a spokesman and promote ICII to
          prospective investors in its debt and equity and assist ICII and its
          subsidiary Southern Pacific Bank (SPB) in capital raising events;
          recommend corporate officer and director candidates to ICII and SPB
          management; and, advise ICII and SPB management on strategic direction
          and business objectives to enhance shareholder value.

     B.   Independent Contractor understands and agrees that it lacks the
          authority, under its own signature, to bind ICII or SPB to any
          agreement, oral or written. ICII's or SPB's management or board of
          directors, as appropriate, must approve all transactions with third
          parties.

2.   TERM OF ENGAGEMENT
     ------------------

     Independent Contractor shall be engaged on a month-to-month basis,
     commencing September 1, 2001, and may terminate this Agreement at any time
     and for any reason, with or without cause, effective upon receipt of
     written notice by ICII. ICII may terminate this Agreement for cause at any
     time and without cause after July 1, 2002 upon 30 days prior written notice
     from ICII's Board of Directors. "Cause" is defined for purposes of this
     Agreement to be an intentional breach by Independent Contractor of the
     terms of this Agreement, including but not limited to Sections 1.B, 5 and 8
     herein.

3.   COMPENSATION
     ------------

     Independent Contractor shall be compensated for services under this
     Agreement by means of a monthly retainer paid in advance as of the first of
     each month in the amount of $40,000 per month. Reasonable and customary
     business expenses incurred by Independent Contractor will be separately
     reimbursed by ICII upon submission of appropriate invoices.

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4.   TERMINATION
     -----------

     Upon notice of termination by either party as hereinabove provided,
     Independent Contractor shall be entitled to payment for the services and
     expenses provided through the date of termination.

5.   CONFIDENTIAL INFORMATION
     ------------------------

     Independent Contractor acknowledges and agrees that it will have access to
     confidential information of ICII, including, but not limited to,
     operations, business, financial condition, customer's identity, needs and
     manner of doing business. Neither it nor Michael S. Riley shall disclose
     directly or indirectly to anyone, or make use of, any confidential
     information, except in connection with its engagement under this Agreement
     or pursuant to judicial proceedings. Upon termination of this Agreement,
     Independent Contractor shall deliver all records, notes, data, memoranda,
     models and equipment of any nature that are in its possession or under its
     control and that are property of or relate to the business of ICII. In case
     of failure to return the aforementioned, ICII reserves the right to
     withhold payment of any monies due Independent Contractor until they are
     delivered to ICII.

     As a result of the difficulty of establishing damages in the event of
     violation of this covenant by Independent Contractor, it agrees that ICII
     shall be entitled to injunctive relief in addition to any other remedy or
     recovery available for breach of this provision.

6.   INDEPENDENT CONTRACTOR
     ----------------------

     Independent Contractor acknowledges and agrees that it is an independent
     contractor in connection with the engagement provided in this Agreement and
     that Michael S. Riley is not considered an employee, is not entitled to
     employee benefits, worker's compensation or other elements of employee
     status. All compensation shall be paid based on the Independent Contractor
     relationship without withholding or other employee treatment.

7.   REPRESENTATIONS AND WARRANTIES
     ------------------------------

     Independent Contractor represents and warrants to ICII that; it is a
     corporation duly organized, validly existing and in good standing under the
     laws of the jurisdiction of its incorporation; it has the power and
     authority to carry on its business and to execute, deliver and perform its
     obligations under this Agreement; the execution, delivery and performance
     by Independent Contractor of this Agreement have been duly authorized by
     all necessary corporate action and do not and will not contravene or
     conflict with Independent Contractor's organizational documents or any
     contractual obligation to which it is a party; this Agreement constitutes
     the legal, valid and binding obligation of Independent Contractor,
     enforceable against it in accordance with the terms hereof except as
     enforceability may be limited by applicable bankruptcy or similar laws

                                      -2-

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     affecting the enforcement of creditors' rights generally or by equitable
     principles relating to enforceability; and, there are no actions, suits,
     proceedings, claims or disputes pending or threatened against Independent
     Contractor which would adversely affect its performance under this
     Agreement.

8.   COVENANTS
     ---------

     Independent Contractor acknowledges that it may receive material non-public
     information from ICII and agrees that it will not, and that it will advise
     its employees and representatives who undertake to perform services under
     this Agreement not to, purchase or sell securities of ICII or communicate
     such material non-public information to any other persons who would be
     likely to purchase or sell such securities prior to the public
     dissemination of such information.

9.   DISPUTES
     --------

     In the event of any controversy or claim arising out of or in connection
     with this Agreement, ICII and Independent Contractor shall agree within
     thirty (30) days on the appointment of an individual mediator. If mediation
     is not completed within ninety (90) days and the matter resolved to both
     parties' satisfaction, it shall be arbitrated in a proceeding in Los
     Angeles, California under the rules of the American Arbitration Association
     with the results thereof being binding and unappealable; provided, however,
     that in the event of any breach of the provisions for confidential
     information or any fraud or willful misconduct on the part of Independent
     Contractor, ICII may initiate and pursue judicial proceedings for
     enforcement of its rights and obligations. Judgment on the award of the
     arbitrator may be entered in any court of competent jurisdiction.

10.  MISCELLANEOUS
     -------------

     This Agreement contains the entire agreement between the parties and may be
     superseded or amended only in a writing signed by both parties. This
     Agreement supersedes any and all prior written or oral understandings and
     shall be considered to encompass the entire relationship between them.
     Independent Contractor and ICII acknowledge having read and fully
     understand the terms of this Agreement and agree that it shall apply to all
     relationships between the Independent Contractor and ICII however arising.

                                      -3-

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Executed as of the date first above written by or on behalf of the parties.

IMPERIAL CREDIT INDUSTRIES, INC.


By:    ___________________________________
Name:
Title:


SEACOR INC.


By:    ___________________________________
Name:  Michael S. Riley
Title: President and CEO

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