8-K

RAIT Investment Trust (Form: 8-K) Page 1 of 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 29, 2004

RAIT Investment Trust

(Exact name of registrant as specified in its charter)

Maryland	1-14760	23-2919819
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
c/o RAIT Partnership, L.P., 1818 Market Street, 28th Floor, Philadelphia, PA		19103
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (215) 861-7900

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

UNDERWRITING AGREEMENT DATED SEPTEMBER 29, 2004

ARTICLES SUPPLEMENTARY

FORM OF STOCK CERTIFICATE

STATEMENT RE COMPUTATION OF RATIOS

RAIT Investment Trust (Form: 8-K) Page 2 of 4

Item 1.01. Entry into a Material Definitive Agreement.

On September 29, 2004, we entered into an Underwriting Agreement between ourselves and Friedman, Billings, Ramsey & Co., Inc., as representative of the underwriters named in the Underwriting Agreement. Pursuant to this Underwriting Agreement, we agreed to sell to the underwriters 2,000,000 of our 8.375% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest. In addition, we granted the underwriters an option exercisable within 30 days to purchase up to an additional 300,000 Series B preferred shares to cover over-allotments, if any. The underwriters will pay us a purchase price per Series B preferred share of $24.2125 (after deducting from the public offering price of $25.00 per share underwriting discounts of $0.7875 per share) for all shares purchased. The Underwriting Agreement is subject to customary representations and warranties, indemnification provisions and closing conditions. We expect the transaction to close on Tuesday, October 5, 2004. The foregoing description of this Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement filed as exhibit 1.1 to this report.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the offering of our 8.375% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest described in Item 1.01 above, we filed Articles Supplementary setting forth the terms and provisions of our Series B preferred shares with the Department of Assessments and Taxation of the State of Maryland on September 30, 2004. These Articles Supplementary were effective on filing and had the effect of amending our declaration of trust.

These Articles Supplementary classify 2,300,000 authorized but unissued shares of our preferred shares of beneficial interest into 2,300,000 8.375% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest. The Series B preferred shares pay cumulative cash dividends in an amount equal to $2.09375 per share each year. Dividends are payable quarterly in arrears. The liquidation preference for the Series B preferred shares is $25 per share, plus an amount equal to accumulated, accrued and unpaid dividends, whether or not earned or declared. The Series B preferred shares are not redeemable prior to October 5, 2009, except in limited circumstances relating to the ownership limitation necessary to preserve our qualification as a REIT. On and after October 5, 2009, we will be able to redeem the Series B preferred shares for cash, in whole or from time to time in part, at a price per share equal to the liquidation preference plus accumulated, accrued and unpaid dividends, if any, to the redemption date. The Series B preferred shares rank prior to our common shares, and on a parity with our 7.75% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest with respect to the payment of dividends and distributions upon liquidation, dissolution or winding up. Holders of Series B preferred shares will generally not have any voting rights. If, however, we did not pay dividends on the Series B preferred shares for six or more quarterly periods, whether or not consecutive, holders of the Series B preferred shares (voting as a single class with the holders of other classes or series of shares ranking on a parity with the Series B preferred shares which are entitled to similar voting rights) will be entitled to elect two additional trustees to our board of trustees until all unpaid dividends on the Series B preferred shares and such other shares have been paid or declared and set apart for payment. Certain material adverse changes to the terms of the Series B preferred shares cannot be made without the affirmative vote of at least two-thirds of the outstanding Series B preferred shares. The foregoing description is qualified in its entirety by reference to the Articles Supplementary for the Series B preferred shares filed as exhibit 3.1 to this report. The form of stock certificate for the Series B preferred shares is filed as exhibit 4.1 to this report.

Item 8.01. Other Events.

Our statement regarding the computation of ratios included in our prospectus supplement relating to our offering of 8.375% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest referenced in Items 1.01 and 5.03 above is filed as exhibit 12.1 to this report.

RAIT Investment Trust (Form: 8-K) Page 3 of 4

Item 9.01. Financial Statements and Exhibits.

Exhibits.

(c) The following exhibits are filed with this report:

Exhibit Number	Description
1.1	Underwriting Agreement, dated September 29, 2004, by and among RAIT Investment Trust, RAIT Partnership, L.P. and Friedman, Billings, Ramsey & Co., Inc., as representative for the underwriters named therein.
3.1	Articles Supplementary relating to RAIT Investment Trust 8.375% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest.
4.1	Form of Stock Certificate for the RAIT Investment Trust 8.375% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest.
12.1	Statements re Computation of Ratios.

RAIT Investment Trust (Form: 8-K) Page 4 of 4

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RAIT Investment Trust (Registrant)
October 1, 2004	By:	Ellen J. DiStefano
		Name: Ellen J. DiStefano Title: Chief Financial Officer and Executive Vice President

EX-1.1

                                                                     EXHIBIT 1.1

                                                                  EXECUTION COPY

                              RAIT INVESTMENT TRUST

       2,000,000 8.375% SERIES B CUMULATIVE REDEEMABLE PREFERRED SHARES OF
                              BENEFICIAL INTEREST

                             UNDERWRITING AGREEMENT

                                                              September 29, 2004

FRIEDMAN, BILLINGS, RAMSEY & CO., INC.
1001 19th Street North
Arlington, Virginia 22209

as Representative of the several Underwriters
listed in Schedule I hereto

Dear Sirs:

      RAIT Investment Trust, a Maryland real estate investment trust (the
"Company"), and RAIT Partnership, L.P., a Delaware limited partnership (the
"Partnership"), confirm their agreement with each of the Underwriters listed in
Schedule I hereto (collectively, the "Underwriters"), for whom Friedman,
Billings, Ramsey & Co., Inc. is acting as a representative (in such capacity,
the "Representative"), with respect to (i) the sale by the Company and the
purchase by the Underwriters, of 2,000,000 8.375% Series B cumulative redeemable
preferred shares of beneficial interest of the Company, $.01 par value per share
(the "Series B Preferred Shares"), and (ii) the grant by the Company to the
Underwriters of the option described in Section 1(b) hereof to purchase all or
any part of 300,000 Series B Preferred Shares to cover over-allotments, if any.
The 2,000,000 Series B Preferred Shares to be purchased by the Underwriters (the
"Initial Shares") and all or any part of the 300,000 Series B Preferred Shares
subject to the option described in Section 1(b) hereof (the "Option Shares") are
hereinafter called, collectively, the "Shares."

      The Company understands that the Underwriters propose to make a public
offering of the Shares as soon as the Underwriters deem advisable after this
Agreement has been executed and delivered.

      The Company has filed with the Securities and Exchange Commission (the
"Commission"), a registration statement on Form S-3 (No. 333-103618), including
a base prospectus, dated July 10, 2003 (the "Base Prospectus"), relating to the
Shares, under the Securities Act of 1933, as amended (the "Securities Act"), and
the rules and regulations thereunder (the "Securities Act Regulations"). The
Company has prepared and filed such amendments thereto, if any, and such amended
preliminary prospectuses, if any, as may have been required to the date hereof,
and will file such additional amendments thereto and such amended prospectuses
as may hereafter be required. The registration statement has been declared
effective under the Securities Act by the Commission. The registration statement
as amended at the time it became effective (including all information deemed (by
incorporation by reference) to be a part of the registration statement at the
time it became effective pursuant to



Rule 430A(b) of the Securities Act Regulations) is hereinafter called the
"Registration Statement," except that, if the Company files a post-effective
amendment to such registration statement that becomes effective prior to the
Closing Time (as defined below), "Registration Statement" shall refer to such
registration statement as so amended.

      The Company proposes to file a final Prospectus Supplement pursuant to
Rule 424(b) under the Securities Act within two business days following the
execution of this Agreement (together with the Base Prospectus, the "Final
Prospectus"). The term "Prospectus" means the Final Prospectus and any
prospectus supplement specifically relating to the Shares, in the form first
filed with, or transmitted for filing to, the Commission pursuant to Rule 424(b)
under the Securities Act. For the purposes of this Agreement, the terms Base
Prospectus, Final Prospectus and Prospectus shall be deemed to include all
"Incorporated Documents." As used herein, the term "Incorporated Documents"
means the documents which are incorporated by reference or deemed to be
incorporated by reference in the Registration Statement, the Prospectus or any
amendment or supplement thereto filed prior to the date hereof or during the
period the Prospectus is required to be delivered in connection with the sale of
the Shares by the Underwriters or any dealer.

      The Company and the Underwriters agree as follows:

      1. Sale and Purchase:

            (a) Initial Shares. Upon the basis of the warranties,
representations, covenants and agreements and other terms and conditions herein
set forth, the Company agrees to sell to each Underwriter, severally and not
jointly, and each Underwriter agrees, severally and not jointly, to purchase
from the Company at the purchase price per share of $24.2125, the number of
Initial Shares set forth in Schedule I opposite such Underwriter's name, plus
any additional number of Initial Shares which such Underwriter may become
obligated to purchase pursuant to the provisions of Section 8 hereof, subject,
in each case, to such adjustments as the Representative in its sole discretion
shall make to eliminate any sales or purchases of fractional shares.

            (b) Option Shares. In addition, upon the basis of the warranties and
representations and other terms and conditions herein set forth, the Company
hereby grants an option to the Underwriters, severally and not jointly, to
purchase from the Company all or any part of the Option Shares at the purchase
price per share set forth in paragraph (a) above plus any additional number of
Option Shares that such Underwriter may become obligated to purchase pursuant to
the provisions of Section 8 hereof. The option hereby granted will expire 30
days after the date hereof and may be exercised in whole or in part from time to
time only for the purpose of covering over-allotments, which may be made in
connection with the offering and distribution of the Initial Shares, upon notice
during such 30-day period by the Underwriters to the Company setting forth the
number of Option Shares as to which the Underwriters are then exercising the
option and the time and date of payment and delivery for such Option Shares. Any
such time and date of delivery (a "Date of Delivery") shall be determined by the
Representative, but shall not be later than three full business days (or
earlier, without the consent of the Company, than two full business days) after
the exercise of said option, nor in any event prior to the Closing Time, as
hereinafter defined. If the option is exercised as to all or any portion of the
Option Shares, each of the Underwriters, acting severally and not jointly, will

                                       2



purchase that proportion of the total number of Option Shares then being
purchased, which the number of Initial Shares set forth in Schedule I opposite
the name of such Underwriter bears to the total number of Initial Shares,
subject in each case to such adjustment among Underwriters as the Representative
in its sole discretion shall make to eliminate any sales or purchases of
fractional shares.

            (c) Terms of Public Offering. The Company is advised by you that the
Shares are to be offered to the public initially at $25.00 per share (the
"Public Offering Price") and to certain dealers selected by you at a price that
represents a concession not in excess of $0.50 per share under the Public
Offering Price, and that the Underwriters may allow, and such dealers may
reallow, a concession, not in excess of $0.35 per share, to certain other
dealers. The Underwriters may from time to time increase or decrease the Public
Offering Price of the Shares after the initial public offering to such extent as
the Underwriters may determine.

      2. Payment and Delivery:

            (a) Initial Shares. The Initial Shares to be purchased by the
Underwriters hereunder, in definitive form, and in such authorized denominations
and registered in such names as the Underwriters may request upon at least
forty-eight hours' prior notice to the Company shall be delivered by or on
behalf of the Company to the Underwriters, including, at the option of the
Underwriters, through the facilities of The Depository Trust Company ("DTC") for
the account of any Underwriter, against payment by or on behalf of such
Underwriter of the purchase price therefor by wire transfer of Federal
(same-day) funds to the account specified to the Underwriters by the Company
upon at least forty-eight hours' prior notice. The Company will, upon the
request of the Underwriters, cause certificates representing the Shares to be
made available for checking and packaging at least twenty-four hours prior to
the Closing Time (as defined below) with respect thereto at the office of the
Ledgewood Law Firm, P.C. located at 1521 Locust Street, Philadelphia,
Pennsylvania 19102, or at the office of DTC or its designated custodian, as the
case may be (the "Designated Office"). The time and date of such delivery and
payment shall be 10:30 a.m., New York City time, on October 5, 2004 or on such
other time and date as the Company and the Representative may agree upon in
writing. The time at which such payment and delivery are actually made is
hereinafter sometimes called the "Closing Time" and the date of delivery of both
Initial Shares and Option Shares is hereinafter sometimes called the "Date of
Delivery."

            (b) Option Shares. Any Option Shares to be purchased by the
Underwriters hereunder, in definitive form, and in such authorized denominations
and registered in such names as the Underwriters may request upon at least
forty-eight hours' prior notice to the Company shall be delivered by or on
behalf of the Company to the Underwriters, including, at the option of the
Underwriters, through the facilities of DTC for the account of any Underwriter,
against payment by or on behalf of such Underwriter of the purchase price
therefor by wire transfer of Federal (same-day) funds to the account specified
to the Underwriters by the Company upon at least forty-eight hours' prior
notice. The Company will cause the certificates representing the Option Shares
to be made available for checking and packaging at least twenty-four hours prior
to the Date of Delivery with respect thereto at the Designated Office. The time
and date of such delivery and payment shall be 10:30 a.m., New York City time,
on the date specified by the Representative in the notice given by the
Representative to the Company of the

                                       3



Underwriters' election to purchase such Option Shares or on such other time and
date as the Company and the Representative may agree upon in writing.

      3. Representations and Warranties of the Company and the Partnership:

            The Company and the Partnership represent and warrant to the
Underwriters that:

            (a) the Company and each Subsidiary of the Company set forth on
Schedule II hereto (each a "Subsidiary" and, collectively, the "Subsidiaries")
(other than the Partnership) has been duly formed or incorporated, as the case
may be, and is validly existing and in good standing under the laws of its
respective jurisdiction of formation or incorporation with all requisite
corporate power and authority to own, lease and operate its respective
properties and to conduct its respective business as now conducted and, in the
case of the Company, to authorize, execute and deliver this Agreement and to
consummate the transactions described in such agreement; other than the
Subsidiaries and as disclosed on Schedule III to the Agreement, the Company does
not own, directly or indirectly, any capital stock or other equity securities of
any other corporation or any ownership interest in any partnership, joint
venture or other association;

            (b) the Company and the Subsidiaries other than the Partnership are
duly qualified or registered to transact business in each jurisdiction in which
they conduct their respective businesses as now conducted and in which the
failure, individually or in the aggregate, to be so qualified or registered
could reasonably be expected to have a material adverse effect on the assets,
operations, business or condition (financial or otherwise) of the Company and
the Subsidiaries taken as a whole (a "Material Adverse Effect"), and the Company
and the Subsidiaries are in good standing in each jurisdiction in which they
maintain an office or in which the nature or conduct of their respective
businesses as now conducted requires such qualification, except where the
failure to be in good standing could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect;

            (c) the Partnership has been duly formed and is validly existing as
a limited partnership under the laws of the jurisdiction of its organization,
with all requisite partnership power and authority to own, lease and operate its
properties and to conduct its business as now conducted. The Partnership has
been duly qualified or registered to do business as a foreign partnership in
each jurisdiction in which it conducts its business as now conducted, and in
which the failure, individually or in the aggregate, to be so qualified or
registered could reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect;

            (d) the Company and the Subsidiaries are in compliance in all
respects with all applicable laws, rules, regulations, orders, decrees and
judgments, except where the failure to be in compliance could not reasonably be
expected to have a Material Adverse Effect;

            (e) neither the Company nor any of the Subsidiaries is in breach of,
or in default under (nor has any event occurred which with notice, lapse of
time, or both would constitute a breach of, or default under), its respective
declaration of trust, charter, by-laws, certificate of limited partnership or
partnership agreement, as the case may be, or in the performance or observance
of any obligation, agreement, covenant or condition contained in any license,
indenture, mortgage, deed of trust, loan or credit agreement or other agreement
or instrument to which the Company or any of the Subsidiaries is a party or by
which any of them

                                       4



or their respective properties is bound, except for such breaches or defaults
which, individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect, and the issuance, sale and delivery by the
Company of the Shares, the execution, delivery and performance of this Agreement
and consummation of the transactions contemplated hereby will not conflict with,
or result in any breach of, or constitute a default under (nor constitute any
event which with notice, lapse of time, or both would constitute a breach of, or
default under), (i) any provision of the declaration of trust, charter, by-laws,
certificate of limited partnership or partnership agreement, as the case may be,
of the Company or any of the Subsidiaries, (ii) any provision of any license,
indenture, mortgage, deed of trust, loan or credit agreement or other agreement
or instrument to which the Company or any of the Subsidiaries is a party or by
which any of them or their respective properties may be bound or affected, or
(iii) any federal, state, local or foreign law, regulation or rule or any
decree, judgment or order applicable to the Company or any of the Subsidiaries,
except in the case of clause (ii) for such breaches or defaults which,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect; or result in the creation or imposition of any material
lien, charge, claim or encumbrance upon any property or asset of the Company or
any of the Subsidiaries;

            (f) the Company has full legal right, power and authority to enter
into and perform this Agreement and to consummate the transactions contemplated
herein; this Agreement has been duly authorized, executed and delivered by the
Company and is a legal, valid and binding agreement of the Company enforceable
in accordance with its terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally, and by general principles of equity, and except to the extent
that the indemnification and contribution provisions of Section 9 hereof may be
limited by federal or state securities laws and public policy considerations in
respect thereof;

            (g) the Partnership has full legal right, power and authority to
enter into and perform this Agreement and to consummate the transactions
contemplated herein; this Agreement has been duly authorized, executed and
delivered by the Partnership and constitutes a valid and binding agreement of
the Partnership enforceable in accordance with its terms, except as may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally, and by general principles of equity, and
except to the extent the indemnification and contribution provisions set forth
in Section 9 hereof may be limited by federal or state securities laws and the
public policy considerations in respect thereof underlying such laws;

            (h) the Limited Partnership Agreement of the Partnership, including
all amendments thereto (the "Partnership Agreement"), has been duly and validly
authorized, executed and delivered by or on behalf of the partners of the
Partnership and constitutes a valid and binding agreement of the parties
thereto, enforceable in accordance with its terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally or by general principles of equity;

            (i) the issuance and sale of the Shares to the Underwriters
hereunder have been duly authorized by the Company; when issued and delivered
against payment therefor as provided in this Agreement, the Shares will be
validly issued, fully paid and non-assessable and the issuance of the Shares
will not be subject to any preemptive or similar rights; except as contemplated
herein, no person or entity holds a right to require or participate in the
registration

                                       5



under the Securities Act of the Shares pursuant to the Registration Statement;
no person or entity has a right of participation or first refusal with respect
to the sale of the Shares by the Company; except as set forth in the Prospectus,
there are no contracts, agreements or understandings between the Company and any
person or entity granting such person or entity the right to require the Company
to file a registration statement under the Securities Act with respect to any
securities of the Company or to require the Company to include such securities
with the Shares registered pursuant to the Registration Statement; the form of
certificates evidencing the Shares complies with all applicable legal
requirements and, in all material respects, with all applicable requirements of
the declaration of trust and bylaws of the Company and the requirements of the
New York Stock Exchange;

            (j) Intentionally omitted;

            (k) no approval, authorization, consent or order of or filing with
any federal, state or local governmental or regulatory commission, board, body,
authority or agency is required in connection with the execution, delivery and
performance of this Agreement, the consummation of the transactions contemplated
hereby or the sale and delivery of the Shares as contemplated hereby other than
(i) such as have been obtained, or will have been obtained at the Closing Time
or the relevant Date of Delivery, as the case may be, under the Securities Act
or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii)
such approvals as have been applied for in connection with the approval of the
listing of the Shares on the New York Stock Exchange, (iii) any necessary
qualification under the securities or blue sky laws of the various jurisdictions
in which the Shares are being offered by the Underwriters, and (iv) any approval
of the National Association of Securities Dealers, Inc. (the "NASD") required
with respect to the fairness and reasonableness of the underwriting terms and
arrangements set forth herein;

            (l) each of the Company and the Subsidiaries has all necessary
licenses, authorizations, consents and approvals and has made all necessary
filings required under any federal, state or local law, regulation or rule, and
has obtained all necessary authorizations, consents and approvals from other
persons required in order to conduct their respective businesses as described in
the Registration Statement and Prospectus, except to the extent that any failure
to have any such licenses, authorizations, consents or approvals, to make any
such filings or to obtain any such authorizations, consents or approvals could
not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect; neither the Company nor any of the Subsidiaries is in violation
of, in default under, or has received any notice regarding a possible violation,
default or revocation of any such license, authorization, consent or approval or
any federal, state, local or foreign law, regulation or rule or any decree,
order or judgment applicable to the Company or any of the Subsidiaries, the
effect of which could reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect; and no such license, authorization,
consent or approval contains a materially burdensome restriction that is not
adequately disclosed in the Registration Statement and the Prospectus;

            (m) the Registration Statement has become effective under the
Securities Act and no stop order suspending the effectiveness of the
Registration Statement has been issued under the Securities Act and no
proceedings for that purpose have been instituted or are pending or, to the
knowledge of the Company, are threatened by the Commission, and any request on
the part of the Commission for additional information has been complied with;

                                       6



            (n) the Company and the transactions contemplated by this Agreement
meet the requirements and conditions for using a registration statement on Form
S-3 under the Securities Act set forth in the General Instructions to Form S-3;
the Registration Statement complies and the Final Prospectus and any further
amendments or supplements thereto will comply, when they have become effective
or are filed with the Commission, as the case may be, in all material respects
with the requirements of the Securities Act and the Securities Act Regulations
and, in each case, present, or will present, fairly the information required to
be shown; the Registration Statement did not, and any amendment thereto will
not, in each case as of the applicable effective date, contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and the Final
Prospectus or any amendment or supplement thereto will not, as of the applicable
filing date and at the Closing Time and on each Date of Delivery (if any),
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
provided, however, that the Company makes no warranty or representation with
respect to any statement contained in the Registration Statement or the
Prospectus in reliance upon and in conformity with the information concerning
the Underwriters and furnished in writing by or on behalf of the Underwriters to
the Company expressly for use in the Registration Statement or the Prospectus
(that information being limited to that described in the last sentence of the
first paragraph of Section 9(b) hereof);

            (o) the Final Prospectus delivered to the Underwriters for use in
connection with this offering will be identical to the version of the Final
Prospectus created to be transmitted to the Commission for filing via the
Electronic Data Gathering Analysis and Retrieval System ("EDGAR"), except to the
extent permitted by Regulation S-T and Rule 424(b) of the Securities Act
Regulations;

            (p) each Incorporated Document when it became effective or was filed
with the Commission, as the case may be, conformed in all material respects to
the requirements of the Securities Act or the Exchange Act, as applicable, and
the Securities Act Regulations and the regulations promulgated under the
Exchange Act (the "Exchange Act Regulations"), and none of such documents
contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading; and
any further documents so filed and incorporated by reference in the Registration
Statement and the Prospectus or any further amendment or supplement thereto,
when such documents become effective or are filed with the Commission, as the
case may be, will conform in all material respects to the requirements of the
Securities Act or the Exchange Act, as applicable, and the Securities Act
Regulations and the Exchange Act Regulations and will not include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading;

            (q) all legal or governmental proceedings, contracts or documents
which are material and of a character required to be filed as exhibits to the
Registration Statement or to be summarized or described in the Prospectus have
been so filed, summarized or described as required;

                                       7



            (r) except as disclosed in the Prospectus, there are no actions,
suits, proceedings, inquiries or investigations pending or, to the Company's
knowledge, threatened against the Company or any of the Subsidiaries or any of
their respective officers and directors or to which the properties, assets or
rights of any such entity is subject, at law or in equity, before or by any
federal, state, local or foreign governmental or regulatory commission, board,
body, authority, arbitration panel or agency which could reasonably be expected
to result in a judgment, decree, award or order having, individually or in the
aggregate, a Material Adverse Effect, or which could adversely affect the
consummation of the transactions contemplated by this Agreement in any material
respect;

            (s) the financial statements, including the notes thereto, included
or incorporated by reference in the Registration Statement and the Prospectus
present fairly the financial position of the Company and the Subsidiaries as of
the dates indicated and the results of operations and changes in financial
position and cash flows of the Company and the Subsidiaries for the periods
specified; such financial statements have been prepared in conformity with
generally accepted accounting principles applied on a consistent basis during
the periods involved (except as indicated in the notes thereto); the financial
statement schedules included or incorporated by reference in the Registration
Statement and the Prospectus fairly present the information shown therein; no
other financial statements or schedules are required by Form S-3 or otherwise to
be included in the Registration Statement or Prospectus.

            (t) the Company has established and maintains and evaluates
"disclosure controls and procedures" (as such term is defined in Rule 13a-15 and
15d-15 under the Exchange Act); such disclosure controls and procedures are
designed to ensure that material information relating to the Company, including
its consolidated subsidiaries, is made known to the Company's Chief Executive
Officer and its Chief Financial Officer by others within those entities, and
such disclosure controls and procedures are effective to perform the functions
for which they were established; the Company's auditors and the Audit Committee
of the Board of Trustees of the Company have been advised of: (i) any
significant deficiencies and material weaknesses in the design or operation of
internal controls over financial reporting that are reasonably likely to
adversely affect the Company's ability to record, process, summarize, and report
financial data; and (ii) any fraud, whether or not material, that involves
management or other employees who have a role in the Company's internal controls
over financial reporting; since the date of the most recent evaluation of such
disclosure controls and procedures, there have been no changes in internal
controls over financial reporting that have materially affected or are
reasonably likely to materially affect internal controls over financial
reporting, including any corrective actions with regard to significant
deficiencies and material weaknesses; the Company has taken all actions to
ensure that the Company and its Subsidiaries and any of the officers, trustees
and directors of the Company and its Subsidiaries, in their capacities as such,
are in compliance with the provisions of the Sarbanes-Oxley Act of 2002 and the
rules and regulations promulgated thereunder, except where the failure to be in
compliance could not reasonably be expected to have a Material Adverse Effect;
and the Company has taken actions intended to ensure that the Company and its
Subsidiaries and any of the officers, trustees and directors of the Company and
its Subsidiaries, in their capacities as such, will, following effectiveness of
the Registration Statement, continue to be in compliance with the provisions of
the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated
thereunder, except where the failure to be in compliance could not reasonably be
expected to have a Material Adverse Effect;

                                       8



            (u) the Company has filed in a timely manner all reports required to
be filed pursuant to sections 13, 14 and 15(d) of the Exchange Act during the
preceding twelve calendar months and, if during such period the Company has
relied on Rule 12b-25(b) under the Exchange Act ("Rule 12b-25(b)") with respect
to a report or a portion of a report, that report or portion of a report has
actually been filed within the time period prescribed by Rule 12b-25(b);

            (v) Grant Thornton LLP, whose reports on the audited financial
statements of the Company and the Subsidiaries are included as part of the
Registration Statement and Prospectus or are incorporated by reference therein
are and were during the periods covered by their reports independent public
accountants within the meaning of the Securities Act, the Securities Act
Regulations, and the requirements of the New York Stock Exchange;

            (w) subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus, and except as may be
otherwise stated in the Registration Statement or Prospectus, there has not been
(i) any material adverse change in the assets, operations, business prospects or
condition (financial or otherwise), present or prospective, of the Company and
the Subsidiaries taken as a whole, whether or not arising in the ordinary course
of business, (ii) any transaction, which is material to the Company and the
Subsidiaries taken as a whole, planned or entered into by the Company or any of
the Subsidiaries, (iii) any liability or obligation, contingent or otherwise,
directly or indirectly incurred by the Company or any of the Subsidiaries, which
is material to the Company and the Subsidiaries taken as a whole or (iv) except
in accordance with the Company's ordinary practice as disclosed in the
Registration Statement and the Prospectus, any dividend or distribution of any
kind declared, paid or made with respect to the capital stock of the Company or
with respect to the partnership interests of the Partnership;

            (x) the authorized shares of beneficial interest of the Company
conform in all material respects to the description thereof contained in the
Prospectus; the Company has an authorized, issued and outstanding capitalization
as set forth in the Prospectus under the caption "Capitalization" as of the date
stated in such section; immediately after the Closing Time, 25,529,342 Common
Shares will be issued and outstanding (subject to any issuances of Common Shares
pursuant to the Company's stock option plan or dividend reinvestment plan),
2,760,000 7.75% Series A cumulative preferred shares of beneficial interest will
be issued and outstanding, 2,000,000 Series B Preferred Shares will be issued
and outstanding (subject to the Underwriters' option described in Section 1(b)
hereof) and no shares of beneficial interest of any other class of beneficial
interest will be issued and outstanding. All of the issued and outstanding
shares of beneficial interest of the Company have been duly authorized and are
validly issued, fully paid and non-assessable, and have been offered, sold and
issued by the Company in compliance with all applicable laws (including, without
limitation, federal and state securities laws); none of the issued shares of
beneficial interest of the Company have been issued in violation of any
preemptive or similar rights granted by the Company; except as disclosed in the
Prospectus or in connection with the Company's employee stock option plan,
dividend reinvestment and share purchase plan and supplemental executive
retirement plan for the Company's chief executive officer (the "SERP"), there is
no outstanding option, warrant or other right calling for the issuance of, and
no commitment, plan or arrangement to issue, any shares of beneficial interest
of the Company or any security convertible into or exchangeable for shares of
beneficial interest of the Company;

                                       9



            (y) all of the issued and outstanding shares of capital stock of
RAIT General, Inc., a Maryland corporation ("RAIT General"), and RAIT Limited,
Inc., a Maryland corporation ("RAIT Limited"), have been duly authorized and are
validly issued, fully paid and non-assessable, and are owned of record and
beneficially by the Company, free and clear of any security interests, claims,
liens, proxies, equities or other encumbrances and have been offered, sold and
issued by RAIT General and RAIT Limited in compliance with all applicable laws
(including, but not limited to, federal and state securities laws); none of the
issued shares of capital stock of RAIT General and RAIT Limited have been issued
in violation of any preemptive or similar rights; except as disclosed in the
Prospectus, there is no outstanding option, warrant or other right calling for
the issuance of, and no commitment, plan or arrangement to issue, any shares of
capital stock of RAIT General or RAIT Limited or any security convertible into
or exchangeable for capital stock of RAIT General or RAIT Limited;

            (z) immediately after the Closing Time, all of the issued and
outstanding units of partnership interest in the Partnership ("Units") will be
validly issued, fully paid and non-assessable; none of the Units has been or
will be issued or is owned or held in violation of any preemptive right; the
Units have been or will be offered, sold and issued by the Partnership in
compliance with all applicable laws (including, without limitation, federal and
state securities laws);

            (aa) each of the Company, the Subsidiaries, and each of their
respective officers, directors and controlling persons has not taken, and will
not take, directly or indirectly, any action which is designed to or which has
constituted or which might reasonably be expected to cause or result in
stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Shares;

            (bb) except for certain relationships between Betsy Cohen and other
affiliates and Cohen Bros. & Co., Inc. described in a COBRA Desk filing made
with the NASD on December 3, 2001, as subsequently amended and supplemented, in
connection with a prior shelf offering from the Registration Statement, which
filing, as subsequently amended and supplemented, the Company reviewed and
approved, neither the Company nor any of its affiliates (i) is required to
register as a "broker" or "dealer" in accordance with the provisions of the
Exchange Act or the Exchange Act Regulations, or (ii) directly, or indirectly
through one or more intermediaries, controls or has any other association with
(within the meaning of Article 1 of the By-laws of the NASD) any member firm of
the NASD;

            (cc) the Company has not relied upon the Underwriters or legal
counsel for the Underwriters for any legal, tax or accounting advice in
connection with the offering and sale of the Shares;

            (dd) any certificate signed by any officer of the Company or any
Subsidiary delivered to the Underwriters or to counsel for the Underwriters
pursuant to or in connection with this Agreement shall be deemed a
representation and warranty by the Company to the Underwriters as to the matters
covered thereby;

            (ee) the Company and the Subsidiaries have good and marketable title
in fee simple to all real property and good title to all personal property owned
by them, in each case free and clear of all liens, security interests, pledges,
charges, encumbrances, mortgages and

                                       10



defects, except such as are disclosed in the Prospectus or the financial
statements thereto or such as do not materially and adversely affect the value
of such property and do not interfere with the use made or proposed to be made
of such property by the Company and the Subsidiaries; and any real property and
buildings held under lease by the Company or any Subsidiary are held under
valid, existing and enforceable leases, with such exceptions, liens, security
interests, pledges, charges, encumbrances, mortgages and defects, as are
disclosed in the Prospectus or are not material and do not interfere with the
use made or proposed to be made of such property and buildings by the Company or
such Subsidiary; the Company or a Subsidiary has obtained an owner's title
insurance policy, from a title insurance company licensed to issue such policy,
on any real property owned by the Company or any Subsidiary, that insures the
Company's or the Subsidiary's fee or leasehold interest in such real property
(other than the leasehold interest of the Company with respect to its principal
executive offices), with coverage in an amount at least equal to the fair market
value of such fee or leasehold interest in the real property, or a lender's
title insurance policy insuring the lien of its mortgage securing the real
property with coverage equal to the maximum aggregate principal amount of any
indebtedness held by the Company or a Subsidiary and secured by the real
property;

            (ff) neither the purchase nor the origination, as the case may be,
of the loans owned by the Company, nor the execution and delivery of, or
performance by the borrowers thereunder of any mortgage, deed of trust, deed,
indenture, note, loan or credit agreement or any other agreement or instrument
in connection therewith, at the time of such purchase, origination, execution or
delivery, resulted in a breach of or default under any mortgage, deed of trust,
indenture, note, loan or credit agreement or any other agreement or instrument
relating to any mortgage or other loan that may have priority over any such loan
with respect to the assets of the borrower thereunder and that is in existence
at the time the Company or any of the Subsidiaries purchases or originates any
such loan;

            (gg) to the knowledge of the Company and the Partnership, there are
no statutes or regulations applicable to the Company or any of the Subsidiaries
or certificates, permits or other authorizations from governmental regulatory
officials or bodies required to be obtained or maintained by the Company or any
of the Subsidiaries of a character required to be disclosed in the Registration
Statement or the Prospectus which have not been so disclosed and properly
described therein; except as disclosed in the Prospectus, all agreements between
the Company or any of the Subsidiaries and third parties expressly referenced in
the Prospectus are legal, valid and binding obligations of the Company or one or
more of the Subsidiaries, enforceable in accordance with their respective terms,
except to the extent enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally
and by general principles of equity;

            (hh) no relationship, direct or indirect, exists between or among
the Company or any of the Subsidiaries, on the one hand, and any director,
trustee, officer, shareholder, customer or supplier of the Company or any of the
Subsidiaries, or any affiliate or family member thereof, on the other hand,
which is required by the Securities Act to be described in the Registration
Statement and the Prospectus which is not so described;

            (ii) the Company and each Subsidiary owns or possesses adequate
license or other rights to use all patents, trademarks, service marks, trade
names, copyrights, software and design licenses, trade secrets, manufacturing
processes, other intangible property rights and

                                       11



know-how, if any (collectively "Intangibles"), necessary to entitle the Company
and each Subsidiary to conduct its business as described in the Prospectus, and
neither the Company, nor any Subsidiary, has received notice of infringement of
or conflict with (and knows of no such infringement of or conflict with)
asserted rights of others with respect to any Intangibles which, individually or
in the aggregate, could have a Material Adverse Effect;

            (jj) each of the Company and the Subsidiaries has filed on a timely
basis all necessary federal, state, local and foreign income and franchise tax
returns, if any such returns were required to be filed, through the date hereof
and have paid all taxes shown as due thereon; and no tax deficiency has been
asserted against the Company or any of the Subsidiaries, nor does the Company or
any of the Subsidiaries know of any tax deficiency which is likely to be
asserted against any such entity which, if determined adversely to any such
entity, could materially adversely affect the assets, operations, business or
condition (financial or otherwise) of any such entity, respectively; all tax
liabilities, if any, are adequately provided for on the respective books of such
entities;

            (kk) each of the Company and the Subsidiaries maintains insurance
(issued by insurers of recognized financial responsibility) of the types and in
the amounts generally deemed adequate, if any, for their respective businesses
and consistent with insurance coverage maintained by similar companies in
similar businesses, including, but not limited to, insurance covering real and
personal property owned or leased by the Company and the Subsidiaries against
theft, damage, destruction, acts of vandalism and all other risks customarily
insured against, all of which insurance is in full force and effect;

            (ll) except as otherwise disclosed in the Prospectus, neither the
Company, any of the Subsidiaries nor, to the best of their knowledge, any former
owner of any real property owned by the Company or any of the Subsidiaries has
authorized or conducted or has knowledge of the generation, transportation,
storage, presence, use, treatment, disposal, release, or other handling of any
hazardous substance, hazardous waste, hazardous material, hazardous constituent,
toxic substance, pollutant, contaminant, asbestos, radon, polychlorinated
biphenyls ("PCBs"), petroleum product or waste (including crude oil or any
fraction thereof), natural gas, liquefied gas, synthetic gas or other material
defined, regulated, controlled or potentially subject to any remediation
requirement under any environmental law (collectively, "Hazardous Materials"),
on, in, under or affecting any real property currently leased or owned or by any
means controlled by the Company or any of the Subsidiaries, including any real
property underlying any loan held by the Company or the Subsidiaries
(collectively, the "Real Property"), except in material compliance with
applicable laws; to the knowledge of the Company and the Partnership, the Real
Property, and the Company's, the Subsidiaries' and the former owners of the Real
Property's operations with respect to the Real Property, are and were in
compliance with all federal, state and local laws, ordinances, rules,
regulations and other governmental requirements relating to pollution, control
of chemicals, management of waste, discharges of materials into the environment,
health, safety, natural resources, and the environment (collectively,
"Environmental Laws"), and the Company and the Subsidiaries are in compliance
with, all licenses, permits, registrations and government authorizations
necessary to operate under all applicable Environmental Laws; except as
otherwise disclosed in the Prospectus, neither the Company nor the Subsidiaries
or, to the knowledge of the Company and the Partnership, any former owner of any
of the Real Property has received any written or oral notice

                                       12



from any governmental entity or any other person and there is no pending or
threatened claim, litigation or any administrative agency proceeding that:
alleges a violation of any Environmental Laws by the Company or any of the
Subsidiaries; or that the Company or any of the Subsidiaries is a liable party
or a potentially responsible party under the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. Section 9601, et seq., or
any state superfund law; has resulted in or could result in the attachment of an
environmental lien on any of the Real Property; or alleges that the Company or
any of the Subsidiaries is liable for any contamination of the environment,
contamination of the Real Property, damage to natural resources, property
damage, or personal injury based on their activities or the activities of their
predecessors or third parties (whether at the Real Property or elsewhere)
involving Hazardous Materials, whether arising under the Environmental Laws,
common law principles, or other legal standards; in the ordinary course of its
business as necessary and appropriate, the Company conducts a periodic review of
the effect of Environmental Laws on the business, operations and properties of
the Company and the Subsidiaries, in the course of which it identifies and
evaluates associated costs and liabilities (including, without limitation, any
capital or operating expenditures) required for clean-up, closure of properties
or compliance with Environmental Laws or any permit, license or approval, any
related constraints on operating activities and any potential liabilities to
third parties;

            (mm) there are no costs or liabilities associated with Environmental
Laws (including, without limitation, any capital or operating expenditures
required for clean-up, closure of properties or compliance with Environmental
Laws or any permit, license or approval, any related constraints on operating
activities and any potential liabilities to third parties) which could,
individually or in the aggregate, reasonably be deemed to have a Material
Adverse Effect;

            (nn) none of the entities which prepared appraisals of the Real
Property, nor the entities which prepared Phase I environmental assessment
reports with respect to the Real Property, was employed for such purpose on a
contingent basis or has any substantial interest in the Company or any of the
Subsidiaries, and none of their directors, officers or employees is connected
with the Company or any of the Subsidiaries as a promoter, selling agent, voting
trustee, officer, director or employee;

            (oo) neither the Company nor any of the Subsidiaries nor, to the
best of the Company's knowledge, any officer, director or trustee purporting to
act on behalf of the Company or any of the Subsidiaries has at any time; (i)
made any contributions to any candidate for political office, or failed to
disclose fully any such contributions, in violation of law, (ii) made any
payment to any state, federal or foreign governmental officer or official, or
other person charged with similar public or quasi-public duties, other than
payments required or allowed by applicable law, (iii) made any payment outside
the ordinary course of business to any investment officer or loan broker or
person charged with similar duties of any entity to which the Company or any of
the Subsidiaries sells or from which the Company or any of the Subsidiaries buys
loans or servicing arrangements for the purpose of influencing such agent,
officer, broker or person to buy loans or servicing arrangements from or sell
loans to the Company or any of the Subsidiaries, or (iv) engaged in any
transactions, maintained any bank account or used any corporate funds except for
transactions, bank accounts and funds which have been and are reflected in the
normally maintained books and records of the Company and the Subsidiaries;

                                       13



            (pp) except as otherwise disclosed in the Prospectus, there are no
material outstanding loans or advances or material guarantees of indebtedness by
the Company or any of the Subsidiaries to or for the benefit of any of the
officers or directors of the Company or any of the Subsidiaries or any of the
members of the families of any of them;

            (qq) neither the Company nor any of the Subsidiaries nor, to the
Company's knowledge, any employee or agent of the Company or any of the
Subsidiaries, has made any payment of funds of the Company or of any Subsidiary
or received or retained any funds in violation of any law, rule or regulation or
of a character required to be disclosed in the Prospectus;

            (rr) the Company is organized and operates in conformity with the
requirements for qualification as a real estate investment trust under the
Internal Revenue Code of 1986, as amended (the "Code"), and the Company's
current and proposed method of operation will enable it to meet the requirements
for taxation as a real estate investment trust under the Code;

            (ss) an application for listing the Shares on the New York Stock
Exchange has been made;

            (tt) in connection with this offering, the Company has not offered
and will not offer its Common Shares or any other securities convertible into or
exchangeable or exercisable for Common Shares in a manner in violation of the
Securities Act or the Securities Act Regulations; the Company has not
distributed and will not distribute any Prospectus or other offering material in
connection with the offer and sale of the Shares, except as contemplated herein;

            (uu) the Company has complied and will comply with all the
provisions of Florida Statutes, Section 517.075 (Chapter 92-198, Laws of
Florida); neither the Company nor any of the Subsidiaries or their respective
affiliates does business with the government of Cuba or with any person or
affiliate located in Cuba;

            (vv) neither the Company nor any of the Subsidiaries is, or solely
as a result of transactions contemplated hereby and the application of the
proceeds from the sale of the Shares, will become an "investment company" or a
company "controlled" by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended (the "1940 Act");

            (ww) the Company has not incurred any liability for any finder's
fees or similar payments in connection with the transactions herein
contemplated;

            (xx) neither the Company, any of its Subsidiaries, nor any real
property owned, directly or indirectly, by the Company (each a "Property") has
sustained, since December 31, 2003, any material loss or interference with its
business from fire, explosion, flood, hurricane, accident or other calamity,
whether or not covered by insurance, or from any labor dispute or arbitrators'
or court or governmental action, order or decree, otherwise than as set forth or
contemplated in the Prospectus;

                                       14



            (yy) no person has an option or right of first refusal to purchase
all or part of any Property or any interest therein. Each of the Properties
complies with all applicable codes, laws and regulations (including, without
limitation, building and zoning codes, laws and regulations and laws relating to
access to the Properties), except if and to the extent disclosed in the
Prospectus and except for such failures to comply that would not individually or
in the aggregate have a Material Adverse Effect;

            (zz) each of the Company and the Subsidiaries owns, possesses or has
obtained all material permits, licenses, franchises, certificates, consents,
orders, approvals and other authorizations of governmental or regulatory
authorities as are necessary to own or lease, as the case may be, and to operate
its respective Property and to carry on its business as presently conducted, and
neither the Company nor the Partnership has received any notice of proceedings
relating to revocation or modification of any such licenses, permits,
certificates, consents, orders, approvals or authorizations;

            (aaa) to the best of the Company's and the Partnership's knowledge,
no general labor problem exists or is imminent with the employees of the Company
or any of its Subsidiaries; and

            (bbb) the Company maintains a system of internal accounting controls
sufficient to provide reasonable assurances that (i) transactions are executed
in accordance with management's general or specific authorization; (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
maintain accountability for assets; (iii) access to assets is permitted only in
accordance with management's general or specific authorization; and (iv) the
recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.

      4. Certain Covenants of the Company and the Partnership:

            The Company and the Partnership hereby covenant with the
Underwriters:

            (a) to furnish such information as may be required and otherwise to
cooperate in qualifying the Shares for offering and sale under the securities or
blue sky laws of such states as the Representative may designate and to maintain
such qualifications in effect as long as required for the distribution of the
Shares, provided that the Company shall not be required to qualify as a foreign
corporation or to consent to the service of process under the laws of any such
state (except service of process with respect to the offering and sale of the
Shares);

            (b) if, at the time this Agreement is executed and delivered, it is
necessary for a post-effective amendment to the Registration Statement to be
declared effective before the offering of the Shares may commence, the Company
will endeavor to cause such post-effective amendment to become effective as soon
as possible and will advise the Representative promptly and, if requested by the
Representative, will confirm such advice in writing, when such post-effective
amendment has become effective;

            (c) to prepare the Final Prospectus in a form approved by the
Representative and file such Prospectus with the Commission pursuant to Rule
424(b) within the time period

                                       15



prescribed by law, following the execution and delivery of this Agreement and to
furnish promptly (and with respect to the initial delivery of such Prospectus,
not later than twenty-four hours following the execution and delivery of this
Agreement) to the Underwriters as many copies of the Final Prospectus (or of the
Final Prospectus as amended or supplemented if the Company shall have made any
amendments or supplements thereto after the effective date of the Registration
Statement) as the Underwriters may reasonably request for the purposes
contemplated by the Securities Act Regulations, which Prospectus and any
amendments or supplements thereto furnished to the Underwriters will be
identical to the version created to be transmitted to the Commission for filing
via EDGAR, except to the extent permitted by Regulation S-T or Rule 424(b) under
the Securities Act Regulations;

            (d) to advise the Representative promptly and (if requested by the
Representative) to confirm such advice in writing, when any post-effective
amendment to the Registration Statement becomes effective under the Securities
Act Regulations;

            (e) to advise the Representative immediately, confirming such advice
in writing, of (i) the receipt of any comments from, or any request by, the
Commission for amendments or supplements to the Registration Statement or
Prospectus or for additional information with respect thereto, or (ii) the
issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement or of any order preventing or suspending the use of any
Preliminary Prospectus or the Prospectus, or of the suspension of the
qualification of the Shares for offering or sale in any jurisdiction, or of the
initiation or threatening of any proceedings for any of such purposes and, if
the Commission or any other government agency or authority should issue any such
order, to make every reasonable effort to obtain the lifting or removal of such
order as soon as possible; to advise the Representative promptly of any proposal
to amend or supplement the Registration Statement or Prospectus and to file no
such amendment or supplement to which the Representative shall reasonably object
in writing;

            (f) to file promptly with the Commission any amendment to the
Registration Statement or the Prospectus or any supplement to the Prospectus
that may, in the judgment of the Company or the Representative, be required by
the Securities Act or requested by the Commission;

            (g) prior to filing with the Commission any amendment to the
Registration Statement or supplement to the Prospectus or any Prospectus
pursuant to Rule 424 of the Securities Act Regulations, to furnish a copy
thereof to the Representative and counsel for the Underwriters and obtain the
consent of the Representative to the filing;

            (h) to furnish to the Underwriters for a period of five years from
the date of this Agreement, except to the extent such documents are readily
available to the Underwriters in electronic form in the Commission's EDGAR
archives, (i) as soon as available, copies of all annual, quarterly and current
reports or other communications supplied to holders of Common Shares, (ii) as
soon as practicable after the filing thereof, copies of all reports filed by the
Company with the Commission, the NASD or any securities exchange and (iii) such
other publicly available information as the Underwriters may reasonably request
regarding the Company and its Subsidiaries;

                                       16



            (i) to advise the Underwriters promptly during any period of time in
which a Prospectus relating to the Shares is required to be delivered under the
Securities Act Regulations (i) of any material change in the Company's assets,
operations, business or condition (financial or otherwise) or (ii) of the
happening of any event which would require the making of any change in the
Prospectus then being used so that the Prospectus would not include any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and, during such time,
to prepare and furnish, at the Company's expense, to the Underwriters promptly
such amendments or supplements to the Prospectus as may be necessary to reflect
any such change;

            (j) to furnish promptly to the Representative a signed copy of the
Registration Statement, as initially filed with the Commission, and of all
amendments or supplements thereto (including all exhibits filed therewith) and
such number of conformed copies of the foregoing as the Representative may
reasonably request;

            (k) to furnish to the Representative, not less than two business
days before filing with the Commission, subsequent to the effective date of the
Prospectus and during any period of time in which a prospectus relating to the
Shares is required to be delivered under the Securities Act Regulations, a copy
of any document proposed to be filed with the Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act;

            (l) to apply the net proceeds of the sale of the Shares
substantially in accordance with its statements under the caption "Use of
Proceeds" in the Prospectus;

            (m) to make generally available to its security holders as soon as
practicable, but in any event not later than the end of the fiscal quarter first
occurring after the first anniversary of the effective date of the Registration
Statement, an earnings statement complying with the provisions of Section 11(a)
of the Securities Act (in form, at the option of the Company, complying with the
provisions of Rule 158 of the Securities Act Regulations) covering a period of
12 months beginning on the effective date of the Registration Statement;

            (n) to cause and use its best efforts to obtain and thereafter
maintain the listing of the Shares on the New York Stock Exchange and to file
with the New York Stock Exchange all documents and notices required by the New
York Stock Exchange of companies that have securities that are listed on the New
York Stock Exchange;

            (o) to refrain during a period of 30 days from the date of the
Prospectus, without the prior written consent of the Representative, from (i)
offering, pledging, selling, contracting to sell, selling any option or contract
to purchase, purchasing any option or contract to sell, granting any option for
the sale of, or otherwise disposing of or transferring, directly or indirectly,
any Common Shares or any securities convertible into or exercisable or
exchangeable for Common Shares, or filing any registration statement under the
Securities Act with respect to any of the foregoing or (ii) entering into any
swap or any other agreement or any transaction that transfers, in whole or in
part, directly or indirectly, the economic consequence of ownership of the
Common Shares, whether any such swap or transaction described in clause (i) or
(ii) above is to be settled by delivery of Common Shares or such other
securities, in cash or otherwise; the foregoing sentence shall not apply to (A)
the Shares to be sold hereunder, (B) any Common

                                       17



Shares issued by the Company upon the exercise of an option outstanding on the
date hereof or upon the exercise of any option granted in the ordinary course of
business and in accordance with the terms of any management option plan existing
on the date hereof or (C) pursuant to the Company's employee stock option plan,
dividend reinvestment plan or any other incentive compensation or retirement
plan of the Company;

            (p) the Company will maintain a transfer agent and, if necessary
under the jurisdiction of formation of the Company, a registrar (which may be
the same entity as the transfer agent) for its Common Shares;

            (q) the Company will use its best efforts (i) to meet the
requirements to qualify as a real estate investment trust under the Code and
(ii) to cause the Partnership to be treated as a partnership or as a disregarded
entity for federal income tax purposes;

            (r) the Company will comply with all of the provisions of any
undertakings in the Registration Statement;

            (s) the Company and the Subsidiaries will conduct their affairs in
such a manner so as to ensure that neither the Company nor any Subsidiary will
be an "investment company" or an entity "controlled" by an investment company
within the meaning of the 1940 Act;

            (t) if at any time during the 30-day period after the date of this
Agreement, any rumor, publication or event relating to or affecting the Company
shall occur as a result of which in the Representative's reasonable opinion the
market price of the Common Shares has been or is likely to be materially
affected (regardless of whether such rumor, publication or event necessitates a
supplement to or amendment of the Prospectus) and after written notice from the
Representative advising the Company to the effect set forth above, to forthwith
prepare, consult with the Representative concerning the substance of, and
disseminate a press release or other public statement, reasonably satisfactory
to the Representative, responding to or commenting on such rumor, publication or
event;

            (u) to maintain a system of internal accounting controls sufficient
to provide reasonable assurance that (i) transactions are executed in accordance
with management's general or specific authorizations; (ii) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to maintain asset
accountability; (iii) access to assets is permitted only in accordance with
management's general or specific authorization; and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences; and

            (v) the Company has not taken and will not take, directly or
indirectly, any action designed to or which might reasonably be expected to
cause or result in, or which has constituted, the stabilization or manipulation
of the price of any security of the Company to facilitate the sale or resale of
the Common Shares.

                                       18



      5. Payment of Expenses:

            (a) The Company agrees to pay all costs and expenses incident to the
performance of the Company's obligations under this Agreement whether or not the
transactions contemplated hereunder are consummated or this Agreement
terminated, including, but not limited to, all fees and expenses of and filing
with the Commission and the NASD; all Blue Sky fees and expenses, including
filing fees and disbursements of the Underwriters' Blue Sky counsel (but
excluding the fees of such counsel), fees and disbursements of counsel and
accountants for the Company, and printing costs, including costs of printing the
prospectus, and any amendments thereto; all underwriting documents, Blue Sky
Memoranda, a reasonable quantity of prospectuses requested by the Underwriters,
and the Company's road show costs and expenses.

            (b) If this Agreement shall be terminated by the Underwriters
because of any failure or refusal on the part of the Company to comply with the
terms or to fulfill any of the conditions of this Agreement, or if for any
reason the Company shall be unable to perform its obligations under this
Agreement, the Company will reimburse the Underwriters for all out-of-pocket
expenses (including the fees and disbursements of its counsel) reasonably
incurred by the Underwriters in connection with this Agreement or the
transactions contemplated herein.

      6. Conditions of the Underwriters' Obligations:

            The obligations of the Underwriters hereunder are subject to (i) the
accuracy of the representations and warranties on the part of the Company in all
material respects on the date hereof and at the Closing Time and on each Date of
Delivery, (ii) the performance by the Company of its obligations hereunder in
all material respects, and (iii) the following further conditions:

            (a) If, at the time this Agreement is executed and delivered, it is
necessary for a post-effective amendment to the Registration Statement to be
declared effective before the offering of the Shares may commence, such
post-effective amendment shall have become effective not later than 5:30 p.m.,
New York City time, on the date hereof, or at such later date and time as shall
be consented to in writing by you.

            (b) The Company shall furnish to the Underwriters at the Closing
Time and on each Date of Delivery an opinion of Ledgewood Law Firm, P.C.,
counsel for the Company, addressed to the Underwriters and dated the Closing
Time and each Date of Delivery and in form satisfactory to Hunton & Williams
LLP, counsel for the Underwriters, stating that:

                  (i) the authorized shares of beneficial interest of the
Company conform as to legal matters to the description thereof contained in the
Prospectus and meet the requirements of Form S-3 under the Securities Act; the
Company has an authorized capitalization as set forth in the Prospectus
Supplement under the caption "Capitalization" as of the date stated in such
section; the outstanding shares of beneficial interest or capital stock, as the
case may be, of the Company and the Subsidiaries (other than the Partnership)
have been duly and validly authorized and issued and are fully paid and
non-assessable; all of the authorized and validly issued shares of capital stock
of or interests in the Subsidiaries, as the case may be, are directly or
indirectly owned of record and, to such counsel's knowledge, beneficially by the

                                       19



Company, except as set forth on Schedule II to the Agreement; except as
disclosed in the Prospectus or pursuant to the Company's stock option plan,
dividend reinvestment and share purchase plan or the SERP, there are no
authorized and validly issued (A) securities or obligations of the Company or
any of the Subsidiaries convertible into or exchangeable for any shares of
beneficial interest of the Company or any capital stock or interests in any such
Subsidiary or (B) warrants, rights or options to subscribe for or purchase from
the Company or any such Subsidiary any such shares of beneficial interest,
capital stock, interests or any such convertible or exchangeable securities or
obligations; except as set forth in the Prospectus, as contemplated by this
Agreement, or pursuant to the Company's stock option plan, dividend reinvestment
and share purchase plan or the SERP, there are no outstanding obligations of the
Company or any such Subsidiary to issue any shares of beneficial interest,
capital stock or interests, any such convertible or exchangeable securities or
obligations, or any such warrants, rights or options;

                  (ii) each of the Company and the Subsidiaries (other than the
Partnership) has been duly formed or incorporated, as the case may be, and is
validly existing and in good standing under the laws of its respective
jurisdiction of formation or incorporation with the requisite power and
authority to own its respective properties and to conduct its respective
business as described in the Registration Statement and Prospectus and, in the
case of the Company, to execute and deliver this Agreement and to consummate the
transactions described in such agreement;

                  (iii) the Company and the Subsidiaries (other than the
Partnership) are duly qualified in or registered by and are in good standing in
each jurisdiction specifically referred to in the Registration Statement and
Prospectus as jurisdictions in which property securing loans proposed to be made
or acquired by the Company is located and in which the failure, individually or
in the aggregate, to be so qualified could reasonably be expected to have a
Material Adverse Effect. Except as disclosed in the Prospectus, no Subsidiary is
prohibited or restricted by its charter, bylaws, operating agreement,
certificate of limited partnership or partnership agreement, as the case may be,
or, to the knowledge of such counsel, otherwise, directly or indirectly, from
paying dividends to the Company, or from making any other distribution with
respect to such Subsidiary's capital stock or interests or from paying the
Company or any other Subsidiary, any loans or advances to such Subsidiary from
the Company or such other Subsidiary, or from transferring any such Subsidiary's
property or assets to the Company or to any other Subsidiary; to such counsel's
knowledge, other than as disclosed on Schedule II and Schedule III to the
Agreement, the Company does not own, directly or indirectly, any capital stock
or other equity securities of any other corporation or any ownership interest in
any partnership, joint venture or other association;

                  (iv) the Partnership has been duly formed and is validly
existing as a limited partnership under the laws of the jurisdiction of its
organization, with all requisite partnership power and authority to own, lease
and operate its properties and to conduct its business as now conducted as
described in the Registration Statement and the Prospectus. The Partnership has
been duly qualified or registered to do business as a foreign partnership in
those jurisdictions specifically referred to in the Registration Statement and
Prospectus as jurisdictions in which property securing loans proposed to be made
or acquired by the Partnership is located

                                       20



and in which the failure, individually or in the aggregate, to be so qualified
or registered would have a Material Adverse Effect;

                  (v) to such counsel's knowledge, the Company and the
Subsidiaries are in compliance in all respects with all applicable laws, rules,
regulations and orders, except where the failure to be in compliance could not
reasonably be expected to have a Material Adverse Effect;

                  (vi) to such counsel's knowledge, except as disclosed in the
Registration Statement and the Prospectus, neither the Company nor any
Subsidiary is in material breach of, or in material default under (nor has any
event occurred which with notice, lapse of time, or both would constitute a
material breach of, or material default under) its respective declaration of
trust, charter, by-laws, certificate of limited partnership or partnership
agreement, as the case may be, or in the performance or observation of any
obligation, agreement, covenant, or condition contained in any license,
indenture, mortgage, deed of trust, loan or credit agreement or any other
agreement or instrument to which the Company or any of the Subsidiaries is a
party or by which any of them or their respective properties may be bound or
affected, except such breaches or defaults which, individually or in the
aggregate, would not have a Material Adverse Effect;

                  (vii) the execution, delivery and performance of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated under this Agreement, do not and will not conflict with, or result
in any breach of, or constitute a default under (nor constitute any event which
with notice, lapse of time, or both would constitute a breach of or default
under), (A) any provisions of the declaration of trust, charter, by-laws,
certificate of limited partnership or partnership agreement, as the case may be,
of the Company or any Subsidiary, (B) to such counsel's knowledge, any provision
of any license, indenture, mortgage, deed of trust, loan or credit agreement or
other agreement or instrument to which the Company or any Subsidiary is a party
or by which any of them or their respective properties may be bound or affected,
or (C) to such counsel's knowledge, any law or regulation or any decree,
judgment or order applicable to the Company or any Subsidiary (other than State
and foreign securities or blue sky laws and the rules and regulations of the
NASD, as to which counsel need express no opinion, or the federal securities
laws, as to which counsel need express only that nothing has come to its
attention to lead it to believe that such a violation has or will occur), except
in the case of clauses (B) and (C) for such conflicts, breaches or defaults,
laws, regulations, decrees, judgments or orders, which individually or in the
aggregate, could not be reasonably expected to have a Material Adverse Effect;
or, result in the creation or imposition of any lien, encumbrance, or to such
counsel's knowledge, charge or claim upon any property or assets of the Company
or the Subsidiaries;

                  (viii) the Company has full legal right, power and authority
to enter into and perform this Agreement and to consummate the transactions
contemplated herein; this Agreement has been duly authorized, executed and
delivered by the Company and is a legal, valid and binding agreement of the
Company enforceable in accordance with its terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally, and by general principles of equity, and except
that enforceability of the indemnification and contribution provisions set forth
in Section 9 hereof may be limited by the federal or state securities laws of
the United States or public policy underlying such laws;

                                       21



                  (ix) the Partnership has full partnership right, power and
authority to enter into and perform this Agreement and to consummate the
transactions contemplated herein. This Agreement has been duly authorized,
executed and delivered by the Partnership and constitutes a valid and binding
agreement of the Partnership enforceable in accordance with its terms, except as
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting creditors' rights generally, and by general principles of equity,
and except that enforceability of the indemnification and contribution
provisions set forth in Section 9 hereof may be limited by federal or state
securities laws of the United States or public policy underlying such laws;

                  (x) no approval, authorization, consent or order of or filing
with any federal or state governmental or regulatory commission, board, body,
authority or agency is required in connection with the execution, delivery and
performance of this Agreement or the consummation of the transactions
contemplated hereby by the Company and the Partnership, or the sale and delivery
of the Shares by the Company as contemplated hereby other than such as have been
obtained or made under the Securities Act or the Exchange Act and such approvals
as have been applied for in connection with the listing of the Shares on the New
York Stock Exchange and except that such counsel need express no opinion as to
any necessary qualification under the state and foreign securities or blue sky
laws of the various jurisdictions in which the Shares are being offered by the
Underwriters or any approval of the underwriting terms and arrangements by the
NASD;

                  (xi) to such counsel's knowledge, each of the Company and the
Subsidiaries has all necessary licenses, authorizations, consents and approvals
and has made all necessary filings required under any federal, state or local
law, regulation or rule, and has obtained all necessary authorizations, consents
and approvals from other persons, required to conduct their respective
businesses, as described in the Registration Statement and the Prospectus,
except to the extent that any failure to have any such authorizations, consents
or approvals would not, individually or in the aggregate, have a Material
Adverse Effect; to such counsel's knowledge, neither the Company nor any of the
Subsidiaries is in violation of, in default under, or has received any notice
regarding a possible violation, default or revocation of any such license,
authorization, consent or approval or any federal, state, local or foreign law,
regulation or decree, order or judgment applicable to the Company or any of the
Subsidiaries, the effect of which could be a Material Adverse Effect; and no
such license, authorization, consent or approval contains a materially
burdensome restriction that is not adequately disclosed in the Registration
Statement and the Prospectus;

                  (xii) the Shares have been duly authorized and, when the
Shares have been issued and duly delivered against payment therefor as
contemplated by this Agreement, the Shares will be validly issued, fully paid
and non-assessable, and, except for any action that may have been taken by the
holder thereof, free and clear of any pledge, lien, encumbrance, security
interest, or other claim;

                  (xiii) immediately after the Closing Time, all of the Units
will be validly issued, fully paid and non-assessable. None of the Units has
been or will be issued or is owned or held in violation of any preemptive right.
The outstanding Units have been offered, sold and issued by the Partnership in
compliance with all federal and state securities laws;

                                       22



                  (xiv) the issuance and sale of the Shares by the Company and
the Units by the Partnership are not subject to preemptive or other similar
rights arising by operation of law, under the declaration of trust or by-laws of
the Company or the certificate of limited partnership or Partnership Agreement
of the Partnership, under any agreement known to such counsel to which the
Company or any of the Subsidiaries is a party or, to such counsel's knowledge,
otherwise;

                  (xv) provided that all parties are in compliance with any
standstill, subordination, intercreditor or similar agreement entered into with
the holder of applicable Senior Indebtedness (as defined below), to the best of
such counsel's knowledge and solely in reliance upon representations made by the
Company and the Company's borrowers, and opinions given by counsel to such
borrowers, neither the purchase nor the origination, as the case may be, of the
loans to the Company's borrowers held directly or indirectly by the Company and
disclosed in the Registration Statement and Prospectus (the "Company Loans"),
nor the execution and delivery of, or performance by such borrowers of any
mortgage, deed of trust, deed, indenture, note, loan or credit agreement or any
other agreement or instrument in connection therewith, has resulted in or, with
notice and an opportunity to cure, would result in a breach of or default under
any mortgage, deed of trust, indenture, note, loan or credit agreement or any
other agreement or instrument relating to any mortgage or other loan ("Senior
Indebtedness") that may have priority over any Company Loan with respect to the
assets of the borrower thereunder and that was in existence at the time the
Company or any of the Subsidiaries purchased or originated any such loan;

                  (xvi) to such counsel's knowledge, there are no persons with
registration or other similar rights to have any securities registered pursuant
to the Registration Statement or otherwise registered by the Company under the
Securities Act;

                  (xvii) the form of certificate used to evidence the Shares
complies in all material respects with all applicable statutory requirements,
with any applicable requirements of the declaration of trust and bylaws of the
Company and the requirements of the New York Stock Exchange;

                  (xviii) the Registration Statement has become effective under
the Securities Act and, to the best of such counsel's knowledge, no stop order
suspending the effectiveness of the Registration Statement has been issued and,
to such counsel's knowledge, no proceedings with respect thereto have been
commenced or threatened;

                  (xix) as of the effective date of the Registration Statement,
the Registration Statement and the Prospectus (except as to the financial
statements and other financial and statistical data contained therein, as to
which such counsel need express no opinion) complied as to form in all material
respects with the requirements of the Securities Act and the Securities Act
Regulations;

                  (xx) the statements under the captions "Capitalization," "Risk
Factors," "Certain Provisions of Maryland Law and of our Declaration of Trust
and Bylaws," "Description of Shares of Beneficial Interest," "Federal Income Tax
Consequences of Our Status as a REIT," and "Supplemental Federal Income Tax
Consequences of Our Status as a REIT," in the Registration Statement and the
Prospectus, or incorporated therein by reference, insofar as such

                                       23



statements constitute a summary of the legal matters referred to therein,
constitute accurate summaries thereof in all material respects;

                  (xxi) the Company has applied to list the Shares on the New
York Stock Exchange;

                  (xxii) to such counsel's knowledge, there are no actions,
suits or proceedings, inquiries, or investigations pending or threatened against
the Company or any of the Subsidiaries or any of their respective officers and
directors or to which the properties, assets or rights of any such entity are
subject, at law or in equity, before or by any federal, state, local or foreign
governmental or regulatory commission, board, body, authority, arbitration panel
or agency that are required to be described in the Prospectus but are not so
described;

                  (xxiii) to such counsel's knowledge, there are no contracts or
documents of a character that are required to be filed as exhibits to the
Registration Statement or to be described or summarized in the Prospectus which
have not been so filed, summarized or described; to such counsel's knowledge,
all agreements between the Company or any of the Subsidiaries, respectively, and
third parties expressly referenced in the Prospectus are legal, valid and
binding obligations of the Company or the Subsidiaries, as the case may be,
enforceable in accordance with their respective terms, except as may be limited
by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally and by general principles of equity;

                  (xxiv) the Company qualified to be taxed as a REIT pursuant to
sections 856 through 860 of the Code for its taxable years ended December 31,
1998 through December 31, 2003, and the Company's organization and current and
proposed method of operation will enable it to continue to qualify as a REIT for
its taxable year ending December 31, 2004, and in the future;

                  (xxv) neither the Company nor any of the Subsidiaries is, or
solely as a result of the transactions contemplated hereby and the application
of the proceeds from the sale of the Shares as described in the Registration
Statement and the Prospectus under the caption "Use of Proceeds," will become an
"investment company" or a company "controlled" by an "investment company" within
the meaning of the 1940 Act;

                  (xxvi) to such counsel's knowledge, each of the Company and
the Subsidiaries has filed on a timely basis all necessary federal, state, local
and foreign income and franchise tax returns through the date hereof, if any
such returns are required to be filed, and have paid all taxes shown as due
thereon; and no tax deficiency has been asserted against any such entity, nor,
to such counsel's knowledge, does any such entity know of any tax deficiency
which is likely to be asserted against any such entity which, if determined
adversely to any such entity, could have a Material Adverse Effect; and

                  (xxvii) each document filed pursuant to the Exchange Act
(other than the financial statements and supporting schedules included therein,
as to which no opinion needs to be rendered) that is incorporated or deemed to
be incorporated by reference in the Prospectus complied when so filed as to form
in all material respects with the Exchange Act.

                                       24



            In addition, such counsel shall state that they have participated in
conferences with officers and other representative of the Company, independent
public accountants of the Company and the Underwriters at which the contents of
the Registration Statement and Prospectus were discussed and, although such
counsel is not passing upon and does not assume responsibility for the accuracy,
completeness or fairness of the statements contained in the Registration
Statement or Prospectus (except as and to the extent stated in subparagraphs
(xix) and (xx) above), nothing has come to their attention that would cause them
to believe that the Registration Statement or any amendments or supplements
thereto, as of their respective effective dates and as of the date of such
counsel's opinion, contained or contains any untrue statement of a material fact
or omitted or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, or that the Final
Prospectus, as of its date and as of the date of such counsel's opinion,
contained or contains any untrue statement of a material fact or omitted or
omits any material fact required to be stated therein or necessary to make the
statements therein in the light of the circumstances under which they were made,
not misleading (it being understood that, in each case, such counsel need
express no view with respect to the financial statements and other financial and
statistical data included in the Registration Statement or Prospectus).

            Such counsel may rely upon the opinion delivered pursuant to Section
6(c).

            (c) The Company shall furnish to the Underwriters at the Closing
Time and on each Date of Delivery an opinion of Piper Rudnick, LLP, special
counsel for the Company, addressed to the Underwriters and dated the Closing
Time and each Date of Delivery and in form satisfactory to Hunton & Williams,
counsel for the Underwriters, stating that, as a matter of Maryland law:

                  (i) the statements under the captions "Certain Provisions of
Maryland Law and of the Declaration of Trust and Bylaws," and "Description of
Shares of Beneficial Interest," in the Registration Statement and the
Prospectus, insofar as such statements constitute matters of Maryland corporate
law or Maryland real estate investment trust law, have been reviewed by such
counsel and are a fair summary of such matters;

                  (ii) the Company has an authorized capitalization as set forth
in the Prospectus Supplement under the caption "Capitalization;" the outstanding
shares of beneficial interest or capital stock, as the case may be, of the
Company, RAIT General and RAIT Limited have been duly and validly authorized and
issued and are fully paid and non-assessable; to such counsel's knowledge, all
of the outstanding shares of capital stock of RAIT General and RAIT Limited are
directly or indirectly owned of record by the Company;

                  (iii) the Company, RAIT General and RAIT Limited each has been
duly formed or incorporated, as the case may be, and is validly existing and in
good standing under the laws of the state of Maryland with the requisite trust
or corporate power and authority, as the case may be, to own its respective
properties and to conduct its respective business as described in its respective
declaration of trust or charter, as the case may be, and, in the case of the
Company, to execute, deliver and perform this Agreement and to consummate the
transactions described herein; the Company has the trust power to own shares of
RAIT General and RAIT Limited and to serve as a member of limited liability
companies; RAIT General has the corporate power to serve as general partner of
(A) RAIT Partnership, L.P., a Delaware

                                       25



limited partnership (the "Operating Partnership"), and (B) RAIT Rohrerstown,
L.P., a Pennsylvania limited partnership; and RAIT Limited has the corporate
power to serve as limited partner of the Operating Partnership;

                  (iv) except as disclosed in the Prospectus, and assuming
compliance with Sections 2-311 and 2-419 of the Maryland General Corporation Law
(the "MGCL") and approval by the directors and stockholders of RAIT General or
RAIT Limited, as applicable, as required by the charter or bylaws of RAIT
General or RAIT Limited, respectively, or the MGCL, neither RAIT General nor
RAIT Limited, respectively, is prohibited or restricted by the MGCL or its
charter or bylaws from paying dividends to the Company or from making any other
distribution with respect to such Subsidiary's capital stock or from repaying
the Company, or any other Subsidiary, any loans or advances to such Subsidiary,
or from transferring any such Subsidiary's property or assets to the Company or
to any other Subsidiary in exchange for fair consideration; and

                  (v) this Agreement has been duly authorized, and assuming it
has been executed and delivered by an officer of the Company, has been duly
executed and delivered by the Company.

            (d) The Underwriters shall have received from Grant Thornton LLP,
independent public accountants for the Company, letters dated, respectively, as
of the date of this Agreement, the Closing Time and each Date of Delivery, as
the case may be, addressed to the Underwriters in form and substance
satisfactory to the Underwriters, containing statements and information of the
type ordinarily included in accountants' "comfort letters" to Underwriters with
respect to the audited and unaudited financial statements and certain financial
information and data contained in the Registration Statement and the Prospectus,
including the Incorporated Documents.

            (e) The Underwriters shall have received at the Closing Time and on
each Date of Delivery the favorable opinion of Hunton & Williams LLP, dated the
Closing Time or such Date of Delivery, addressed to the Underwriters and in form
and substance satisfactory to the Underwriters.

            (f) No amendment or supplement to the Registration Statement or
Prospectus shall have been filed to which the Underwriters shall have objected
in writing.

            (g) Prior to the Closing Time and each Date of Delivery (i) no stop
order suspending the effectiveness of the Registration Statement or any order
preventing or suspending the use of the Prospectus has been issued by the
Commission, and no suspension of the qualification of the Shares for offering or
sale in any jurisdiction, or of the initiation or threatening of any proceedings
for any of such purposes, has occurred; and (ii) the Registration Statement and
the Prospectus shall not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.

            (h) Between the time of execution of this Agreement and the Closing
Time or the relevant Date of Delivery (i) no material and unfavorable change in
the assets, results of operations, business, or condition (financial or
otherwise) of the Company and its Subsidiaries

                                       26



taken as a whole shall occur or become known (whether or not arising in the
ordinary course of business) or that makes it, in the judgment of the
Representative, impracticable to market the Shares on the terms and in the
manner contemplated in the Prospectus, or (ii) no transaction which is material
and unfavorable to the Company shall have been entered into by the Company or
any of the Subsidiaries.

            (i) At the Closing Time, the Company shall have applied to list the
Shares on the New York Stock Exchange.

            (j) The NASD shall not have raised any objection with respect to the
fairness and reasonableness of the underwriting terms and arrangements.

            (k) The Company will, at the Closing Time and on each Date of
Delivery, deliver to the Underwriters a certificate of two principal executive
officers or, in the case of the Partnership two principal executive officers of
RAIT General, to the effect that, to each of such officer's knowledge, the
representations and warranties of the Company set forth in this Agreement and
the conditions set forth in paragraphs (g), (h), (i) and (j) have been met and
are true and correct as of such date.

            (l) The Company shall have furnished to the Underwriters such other
documents and certificates as to the accuracy and completeness of any statement
in the Registration Statement and the Prospectus, the representations,
warranties and statements of the Company contained herein, and the performance
by the Company of its covenants contained herein, and the fulfillment of any
conditions contained herein, as of the Closing Time or any Date of Delivery as
the Underwriters may reasonably request.

            (m) All filings with the Commission required by Rule 424 under the
Securities Act shall have been made within the applicable time period prescribed
for such filing by such Rule.

            (n) The Company shall perform such of its obligations under this
Agreement are to be performed by the terms hereof and thereof at or before the
Closing Time or the relevant Date of Delivery.

            The obligation of the Underwriters to purchase Option Shares
hereunder is subject to the delivery to the Underwriters on the Date of Delivery
of such documents as the Underwriters may reasonably request with respect to the
good standing of the Company, the due authorization and issuance of the Option
Shares and other matters related to the issuance of the Option Shares.

      7. Termination:

            The obligations of the Underwriters hereunder shall be subject to
termination in the absolute discretion of the Representative, at any time prior
to the Closing Time or any Date of Delivery, (i) if any of the conditions
specified in Section 6 shall not have been fulfilled when and as required by
this Agreement to be fulfilled, or (ii) if there has been since the respective
dates as of which information is given in the Registration Statement, any
material adverse change, or any development involving a prospective material
adverse change, in or affecting the

                                       27



assets, operations, business or condition (financial or otherwise) of the
Company, whether or not arising in the ordinary course of business, or (iii) if
there has occurred outbreak or escalation of hostilities or other national or
international calamity or crisis or change in economic, political or other
conditions the effect of which on the financial markets of the United States is
such as to make it, in the judgment of the Representative, impracticable to
market or deliver the Shares or enforce contracts for the sale of the Shares, or
(iv) if trading in any securities of the Company has been suspended by the
Commission or by the New York Stock Exchange or if trading generally on the New
York Stock Exchange, the American Stock Exchange or in the Nasdaq
over-the-counter market has been suspended (including automatic halt in trading
pursuant to market-decline triggers other than those in which solely program
trading is temporarily halted), or limitations on prices for trading (other than
limitations on hours or numbers of days of trading) have been fixed, or maximum
ranges for prices for securities have been required, by such exchange or the
NASD or by order of the Commission or any other governmental authority, or (v)
if there has been any downgrading in the rating of any of the Company's debt
securities or preferred stock by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under the Securities Act),
or (vi) any federal or state statute, regulation, rule or order of any court or
other governmental authority has been enacted, published, decreed or otherwise
promulgated which in the reasonable opinion of the Representative has a Material
Adverse Effect, or (vii) any action has been taken by any federal, state or
local government or agency in respect of its monetary or fiscal affairs which in
the reasonable opinion of the Representative has a material adverse effect on
the securities markets in the United States, or (viii) in the case of any of the
events specified in clauses (i) through (vii), such event, singly or together
with any other such events, makes it, in the judgment of the Representative,
impracticable to market or deliver the Shares on the terms and in the manner
contemplated in the Prospectus.

            If the Representative elects to terminate this Agreement as provided
in this Section 7, the Company shall be notified promptly by telephone, promptly
confirmed by facsimile.

            If the sale to the Underwriters of the Shares, as contemplated by
this Agreement, is not carried out by the Underwriters for any reason permitted
under this Agreement or if such sale is not carried out because the Company
shall be unable to comply in all material respects with any of the terms of this
Agreement, the Company shall not be under any obligation or liability under this
Agreement (except to the extent provided in Sections 5 and 9 hereof) and the
Underwriters shall be under no obligation or liability to the Company under this
Agreement (except to the extent provided in Section 9 hereof).

      8. Underwriter Default.

            If any Underwriter shall default at the Closing Time or on a Date of
Delivery in its obligation to take up and pay for the Shares to be purchased by
it under this Agreement, on such date the Representative shall have the right,
within 36 hours after such default, to make arrangements for one or more of the
non-defaulting Underwriters, or any other underwriters, to purchase all, but not
less than all, of the Shares which such Underwriter shall have agreed but failed
to take up and pay for (the "Defaulted Shares"). Absent the completion of such
arrangements within such 36-hour period, (i) if the total number of Defaulted
Shares does not exceed 10% of the total number of Shares to be purchased on such
date, each non-defaulting

                                       28



Underwriter shall take up and pay for (in addition to the number of Shares which
it is otherwise obligated to purchase on such date pursuant to this Agreement)
the portion of the total number of Shares agreed to be purchased by the
defaulting Underwriter on such date in the proportion that its underwriting
obligations hereunder bears to the underwriting obligations of all
non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares
exceeds 10% of such total, the Representative may, at its election, either
terminate this Agreement by notice to the Company, without liability to any
non-defaulting Underwriter or, as described in this paragraph above, make
arrangements with the other non-defaulting underwriters, or any other
underwriters selected by the Representative, to take up and pay for all, but not
less than all, of the Shares to be purchased under this Agreement, including the
Defaulted Shares.

            If a new Underwriter or Underwriters are substituted for a
defaulting Underwriter in accordance with the foregoing provision, the Company
or the non-defaulting Underwriters shall have the right to postpone the Closing
Time or the relevant Date of Delivery for a period not exceeding five business
days in order that any necessary changes in the Registration Statement and
Prospectus and other documents may be effected.

            The term Underwriter as used in this Agreement shall refer to and
include any Underwriter substituted under this Section 8 with the like effect as
if such substituted Underwriter had originally been named in this Agreement.

      9. Indemnity and Contribution by the Company, the Partnership and the
Underwriters:

            (a) The Company and the Partnership, jointly and severally, agree to
indemnify, defend and hold harmless each Underwriter and any person who controls
any Underwriter within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act from and against any loss, expense, liability,
damage or claim (including the reasonable cost of investigation) which, jointly
or severally, any Underwriter or controlling person may incur under the
Securities Act, the Exchange Act or otherwise, insofar as such loss, expense,
liability, damage or claim arises out of or is based upon (i) any breach of any
representation, warranty or covenant of the Company or the Partnership contained
herein or (ii) any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement (or in the Registration Statement
as amended by any post-effective amendment thereof by the Company) or in the
Prospectus, or in any materials or information provided to investors by, or with
the approval of, the Company in connection with the marketing of the offering of
the Shares ("Marketing Materials"), including any roadshow or investor
presentations made to investors by the Company (whether in person or
electronically), or arises out of or is based upon any omission or alleged
omission to state a material fact required to be stated in either such
Registration Statement or Prospectus or necessary to make the statements made
therein, in the light of the circumstances under which they were made, not
misleading, except insofar as any such loss, expense, liability, damage or claim
arises out of or is based upon any untrue statement or alleged untrue statement
or omission or alleged omission of a material fact contained in and in
conformity with information furnished in writing by the Representative to the
Company or the Partnership expressly for use in such Registration Statement or
such Prospectus, provided, however, that the indemnity agreement contained in
this subsection (a) with respect to the Prospectus shall not inure to the
benefit of any Underwriter (or to the benefit of any person controlling any
Underwriter) with respect to any person asserting any such loss, expense,

                                       29



liability, damage or claim which is the subject thereof if the Prospectus or any
supplement thereto prepared with the consent of the Underwriters and furnished
to the Underwriters prior to the Closing Time corrected any such alleged untrue
statement or omission and if any Underwriter failed to send or give a copy of
the Prospectus or supplement thereto to such person at or prior to the written
confirmation of the sale of Shares to such person, unless such failure resulted
from noncompliance by the Company or the Partnership with Section 4(a) of this
Agreement.

            If any claim or action is brought against, or any loss, expense,
liability or damage (including the reasonable cost of investigation) is incurred
by, the Underwriters or any controlling person in respect of which indemnity may
be sought against the Company or the Partnership pursuant to the preceding
paragraph, the Underwriters shall promptly notify the Company and the
Partnership in writing of the institution of such claim or action or of the
incurrence of such loss, expense, liability or damage and the Company and the
Partnership shall assume the defense of such claim or action or the response to
such loss, expense, liability or damage, including the employment of counsel and
payment of fees and expenses associated therewith, provided, however, that any
failure or delay to so notify the Company or the Partnership will not relieve
the Company or the Partnership of any obligation hereunder, except to the extent
that its ability to defend such claim or action or mitigate such loss, expense,
liability or damage is actually impaired by such failure or delay. The
Underwriters or controlling person shall have the right to employ its or their
own counsel in any such case, but the fees and expenses of such counsel shall be
at the expense of the Underwriters or such controlling person unless the
employment of such counsel shall have been authorized in writing by the Company
and the Partnership or the Company and the Partnership shall not have employed
counsel to have charge of the defense of or response to such claim, action,
loss, expense, liability or damage, within a reasonable time or such indemnified
party or parties shall have reasonably concluded (based on the advice of
counsel) that there may be defenses available to it or them which are different
from or additional to those available to the Company or the Partnership and
which counsel to the Underwriters believes may present a conflict for counsel
representing the Company or the Partnership and the Underwriters (in which case
the Company and the Partnership shall not have the right to direct the defense
of such claim or action on behalf of the indemnified party or parties), in any
of which events such fees and expenses shall be borne by the Company and the
Partnership and paid as incurred (it being understood, however, that the Company
and the Partnership shall not be liable for the expenses of more than one
separate firm of attorneys for the Underwriters or controlling persons in any
one action or series of related actions in the same jurisdiction representing
the indemnified parties who are parties to such action). Anything in this
paragraph to the contrary notwithstanding, neither the Company nor the
Partnership shall be liable for any settlement of any such claim or action
effected without the its written consent.

            (b) Each Underwriter, severally and not jointly, agrees to
indemnify, defend and hold harmless the Partnership, the Company, the
Subsidiaries, their trustees and directors, the officers that signed the
Registration Statement and any person who controls the Partnership, the Company
or any Subsidiary within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act from and against any loss, expense, liability,
damage or claim (including the reasonable cost of investigation) which, jointly
or severally, the Company, the Partnership or any such person may incur under
the Securities Act, the Exchange Act or otherwise, insofar as such loss,
expense, liability, damage or claim arises out of or is based upon

                                       30



any untrue statement or alleged untrue statement of a material fact contained in
and in conformity with information furnished in writing by the Underwriters to
the Company or the Partnership expressly for use in the Registration Statement
(or in the Registration Statement as amended by any post-effective amendment
thereof by the Company) or in a Prospectus, or arises out of or is based upon
any omission or alleged omission to state a material fact in connection with
such information required to be stated either in the Registration Statement or
Prospectus or necessary to make such information, in the light of the
circumstances under which made, not misleading. The statements set forth under
the caption "Underwriting" regarding stabilizing and the beneficial ownership of
Shares by Friedman, Billings, Ramsey & Co., Inc. ("FBR"), and entities
associated with FBR in the Prospectus constitute the only information furnished
by or on behalf of the Underwriters to the Company for purposes of Section 3(n)
and this Section 9.

            If any claim or action is brought against the Company, the
Partnership or any such person in respect of which indemnity may be sought
against the Underwriters pursuant to the foregoing paragraph, the Company, the
Partnership or such person shall promptly notify the Underwriters in writing of
the institution of such action and the Underwriters shall assume the defense of
such action, including the employment of counsel and payment of expenses. The
Company, the Partnership or such person shall have the right to employ its own
counsel in any such case, but the fees and expenses of such counsel shall be at
the expense of the Company, the Partnership or such person unless the employment
of such counsel shall have been authorized in writing by the Representative in
connection with the defense of such action or the Underwriters shall not have
employed counsel to have charge of the defense of such action within a
reasonable time or such indemnified party or parties shall have reasonably
concluded (based on the advice of counsel) that there may be defenses available
to it or them which are different from or additional to those available to the
Underwriters (in which case the Underwriters shall not have the right to direct
the defense of such action on behalf of the indemnified party or parties), in
any of which events such fees and expenses shall be borne by the Underwriters
and paid as incurred (it being understood, however, that the Underwriters shall
not be liable for the expenses of more than one separate firm of attorneys in
any one action or series of related actions in the same jurisdiction
representing the indemnified parties who are parties to such action). Anything
in this paragraph to the contrary notwithstanding, the Underwriters shall not be
liable for any settlement of any such claim or action effected without the
written consent of the Representative.

            (c) If the indemnification provided for in this Section 9 is
unavailable to an indemnified party under subsections (a) and (b) of this
Section 9 in respect of any losses, expenses, liabilities, damages or claims
referred to therein, then each applicable indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, expenses,
liabilities, damages or claims (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company and the Partnership on the
one hand and the Underwriters on the other hand from the offering of the Shares
or (ii) if (but only if) the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company and the Partnership on the one hand and of the Underwriters
on the other in connection with the statements or omissions which resulted in
such losses, expenses, liabilities, damages or claims, as well as any other
relevant equitable considerations. The relative benefits received by the Company
and the Partnership on the one hand and the Underwriters on the other shall be
deemed

                                       31



to be in the same proportion as the total proceeds from the offering (net of
underwriting discounts and commissions but before deducting expenses) received
by the Company and the Partnership bear to the underwriting discounts and
commissions received by the Underwriters. The relative fault of the Company and
the Partnership on the one hand and of the Underwriters on the other shall be
determined by reference to, among other things, whether the untrue statement or
alleged untrue statement of a material fact or omission or alleged omission
relates to information supplied by the Company or the Partnership or by the
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The amount
paid or payable by a party as a result of the losses, claims, damages and
liabilities referred to above shall be deemed to include any legal or other fees
or expenses reasonably incurred by such party in connection with investigating
or defending any claim or action.

            (d) The Company and the Partnership, on the one hand, and the
Underwriters, on the other, agree that it would not be just and equitable if
contribution pursuant to this Section 9 were determined by pro rata allocation
or by any other method of allocation which does not take account of the
equitable considerations referred to in subsection (c)(i) and, if applicable
(ii), above. Notwithstanding the provisions of this Section 9, the Underwriters
shall not be required to contribute any amount in excess of the underwriting
discounts and commissions applicable to the Shares purchased by the
Underwriters. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

      10. Survival:

            The indemnity and contribution agreements contained in Section 9 and
the covenants, warranties and representations of the Company, the Partnership
and the Subsidiaries contained in Sections 3, 4 and 5 of this Agreement shall
remain in full force and effect regardless of any investigation made by or on
behalf of the Underwriters, or any person who controls any Underwriter within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act, or by or on behalf of the Company, the Partnership, the Subsidiaries, their
trustees or directors and officers or any person who controls the Company, any
Subsidiary or the Partnership within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act, and shall survive any termination of this
Agreement or the sale and delivery of the Shares. The Company, the Partnership
and each Underwriter agree promptly to notify the others of the commencement of
any litigation or proceeding against it and, in the case of the Company, against
any of the Company's officers and directors, in connection with the sale and
delivery of the Shares, or in connection with the Registration Statement or
Prospectus.

      11. Notices:

            Except as otherwise herein provided, all statements, requests,
notices and agreements shall be in writing or by telegram and, if to the
Underwriters, shall be sufficient in all respects if delivered to Friedman,
Billings, Ramsey & Co., Inc., 1001 19th Street North, Arlington, Virginia 22209,
Attention: Syndicate Department; if to the Company, shall be sufficient in all
respects if delivered to the Company at the offices of the Company at 1818
Market Street, 28th Floor, Philadelphia, Pennsylvania 19103; and, if to the
Partnership, shall be

                                       32



sufficient in all respects if delivered to the Partnership at the offices of the
Partnership at 1818 Market Street, 28th Floor, Philadelphia, Pennsylvania 19103.

      12. Governing Law; Consent to Jurisdiction; Headings:

            THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES. The parties hereto agree to be subject to, and hereby irrevocably
submit to, the nonexclusive jurisdiction of any United States federal or
Virginia state court sitting in Alexandria, Virginia, in respect of any suit,
action or proceeding arising out of or relating to this Agreement or the
transactions contemplated herein, and irrevocably agree that all claims in
respect of any such suit, action or proceeding may be heard and determined in
any such court. Each of the parties hereto irrevocably waives, to the fullest
extent permitted by applicable law, any objection to the laying of the venue of
any such suit, action or proceeding brought in any such court and any claim that
any such suit, action or proceeding has been brought in an inconvenient forum.
The section headings in this Agreement have been inserted as a matter of
convenience of reference and are not a part of this Agreement.

      13. Parties in Interest:

            The Agreement herein set forth has been and is made solely for the
benefit of the Underwriters, the Company, the Partnership and the controlling
persons, directors and officers referred to in Sections 9 and 10 hereof, and
their respective successors, assigns, executors and administrators. No other
person, partnership, association or corporation (including a purchaser, as such
purchaser, from the Underwriters) shall acquire or have any right under or by
virtue of this Agreement.

      14. Counterparts:

            This Agreement may be signed by the parties in counterparts, which
together shall constitute one and the same agreement among the parties.

                                       33



         If the foregoing correctly sets forth the understanding among the
Company and the Underwriters, please so indicate in the space provided below for
the purpose, whereupon this Agreement shall constitute a binding agreement among
the Company, the Partnership and the Underwriters.

                                           Very truly yours,

                                           RAIT INVESTMENT TRUST

                                           By: /s/ Ellen DiStefano
                                               ---------------------------------
                                           Name:  Ellen DiStefano
                                           Title: EVP & CFO

                                           RAIT PARTNERSHIP, L.P.

                                           By:  RAIT General, Inc.
                                           Its: General Partner

                                           By: /s/ Ellen DiStefano
                                               ---------------------------------
                                           Name:  Ellen DiStefano
                                           Title: EVP & CFO

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

FRIEDMAN, BILLINGS, RAMSEY & CO., INC.

By: /s/ James R. Kleeblatt
    -----------------------------
Name:  James R. Kleeblatt
Title: Senior Managing Director

Acting for itself and on behalf of the several
Underwriters listed in Schedule I hereto

                                       34



                                   SCHEDULE I



                 Underwriter                                 Number of Initial Shares
                 -----------                                 ------------------------
                                                          
Friedman, Billings, Ramsey & Co., Inc. ............                  1,200,000
Piper Jaffray & Co. ...............................                    400,000
Stifel, Nicolaus & Company, Incorporated...........                    400,000
Total..............................................                  2,000,000




                                   SCHEDULE II



                                             STATE AND                                              PERCENTAGE
         COMPANY                              DATE OF                                                INTEREST
           NAME                              FORMATION                   OWNER(S)                      OWNED
         --------                            ---------                   --------                   ----------
                                                                                         
RAIT General, Inc.                      Maryland - 8/14/97       RAIT Investment Trust                     100%
RAIT Limited, Inc.                      Maryland - 8/14/97       RAIT Investment Trust                     100%
RAIT Partnership, L.P.                  Delaware - 8/15/97       RAIT General, Inc.               1% general partner
                                                                 RAIT Limited, Inc.               99% limited partner
6006 Executive Boulevard, LLC           Maryland - 1/15/98       RAIT Executive Boulevard, LLC    1% (managing) member
                                                                 RAIT Partnership, L.P.           83.6% member
                                                                 SAS Executive Boulevard          15.4% member
OSEB Associates, L.P.                   Pennsylvania - 7/12/98   OSEB GP, Inc.                    89% general partner
                                                                 Brandywine Construction &        11% limited partner
                                                                 Management, Inc.
OSEB GP, Inc.                           Delaware - 7/11/98       RAIT Partnership, L.P.                    100%
RAIT Abbotts GP, Inc.                   Delaware - 2/7/00        RAIT Partnership, L.P.                    100%
RAIT Abbotts Limited Partnership        Delaware - 2/7/00        RAIT Abbotts GP, Inc.            1% general partner
                                                                 RAIT Partnership, L.P.           99% limited partner
RAIT Antigua Bay Manager, Inc.          Delaware - 7/2/02        RAIT Partnership, L.P.                    100%
RAIT Bayside Manager, Inc.              Delaware - 9/30/02       RAIT Partnership, L.P.                    100%
RAIT Broadstone, Inc.                   Delaware - 2/18/04       RAIT Partnership, L.P.                    100%
RAIT Buckner, LLC                       Delaware - 7/27/04       RAIT Partnership, L.P.                    100%
RAIT C Street Manager, Inc.             Delaware - 9/19/01       RAIT Partnership, LP.                     100%
RAIT C Street Manager II, Inc.          Delaware - 9/19/01       RAIT Partnership, LP.                     100%
RAIT Capital Corp.                      Delaware - 8/2/00        RAIT Partnership, L.P.                    100%
RAIT Carriage Hill, LLC                 Delaware - 9/29/04       RAIT Partnership, L.P.                    100%
RAIT Carter Oak, LLC                    Delaware - 5/28/03       RAIT Partnership, L.P.                    100%
RAIT Eastfield, LLC                     Delaware - 5/29/03       RAIT Partnership, L.P.                    100%
RAIT Emerald Pointe, Inc.               Delaware - 10/6/03       RAIT Partnership, L.P.                    100%
RAIT Executive Boulevard, LLC           Delaware - 10/10/02      RAIT Partnership, L.P.                    100%
RAIT Executive Mews Manager I, Inc.     Delaware - 3/29/01       RAIT Partnership, L.P.                    100%
RAIT Executive Mews Manager II, Inc.    Delaware - 3/29/01       RAIT Partnership, L.P.                    100%
RAIT Executive Mews Manager III, Inc.   Delaware - 3/29/01       RAIT Partnership, L.P.                    100%
RAIT Fieldstone, LLC                    Delaware - 12/27/02      RAIT Partnership, L.P.                    100%
RAIT Firehouse, LLC                     Delaware - 9/25/02       RAIT Partnership, L.P.                    100%
RAIT Highland Club, Inc.                Delaware - 1/9/02        RAIT Partnership, L.P.                    100%
RAIT Highland Club, LLC                 Delaware - 1/9/02        RAIT Highland Club, Inc.                  100%
RAIT Lincoln Court, LLC                 Delaware - 9/25/02       RAIT Partnership, L.P.                    100%
RAIT Milwaukee, LLC                     Delaware - 7/29/04       RAIT Partnership, L.P.                    100%
RAIT Montego Bay Manager, Inc.          Delaware - 7/10/02       RAIT Partnership, L.P.                    100%
RAIT Rohrerstown, L.P.                  Pennsylvania - 3/17/98   RAIT General, Inc.               1% general partner
                                                                 RAIT Partnership, L.P.           99% limited partner
RAIT Sabel Key Manager, Inc.            Delaware - 7/10/02       RAIT Partnership, L.P.                    100%
RAIT St. Ives Manager, Inc.             Delaware - 6/1/01        RAIT Partnership, L.P.                    100%
REM-Cherry Hill, LLC                    New Jersey - 3/29/01     RAIT Partnership, L.P.                    100%
REM-Willow Grove, Inc.                  Pennsylvania - 3/29/01   RAIT Partnership, L.P.                    100%
REM-Willow Grove, L.P.                  Pennsylvania - 3/29/01   REM-Willow Grove, Inc.           1% general partner
                                                                 RAIT Partnership, L.P.           99% limited partner
Stobba Associates, L.P.                 Pennsylvania - 4/12/93   RAIT Abbotts GP, Inc.            1% General Partner




                                  SCHEDULE III



                                         STATE AND
        COMPANY                           DATE OF                                                 PERCENTAGE
         NAME                            FORMATION                   OWNER(S)                   INTEREST OWNED
        -------                          ---------                   --------                   --------------
                                                                                    
122 C Street, LLC                   Delaware - 9/19/01      RAIT C Street Manager, Inc.      Non-member manager
122 C Street Member, LLC            Delaware - 9/19/01      RAIT C Street Manager II, Inc.   Non-member manager
Antigua Bay Southwest, LLC          Delaware - 7/2/02       RAIT Antigua Bay Manager, Inc.   1% managing member
Bayside Apartments, LLC             Delaware - 9/30/02      RAIT Bayside Manager, Inc.       1% managing member
Broadstone I Partner, LLC           Delaware - 2/18/04      RAIT Broadstone, Inc.            10% member
Buckner-Beckley, L.L.C.             Texas - 7/23/04         RAIT Buckner, LLC                3% member
Carriage Hill I GP, LLC             Virginia                RAIT Carriage Hill, LLC          Non-member manager
E Pointe Properties I, Ltd.         Texas -                 RAIT Partnership, L.P.           Class B Limited Partner
Eastfield Associates, LLC           Delaware - 4/6/99       RAIT Eastfield, LLC              Class B member
Fieldstone Apartments, LLC          Maryland - 4/13/98      RAIT Fieldstone, LLC             5% Class C member
Montego Bay Southwest, LLC          Delaware - 7/2/02       RAIT Montego Bay Manager, Inc.   1% managing member
RAIT Enterprises, LLC               Delaware - 6/24/02      RAIT Investment Trust                       16.67%
RAIT SLH, L.P.                      Pennsylvania - 9/27/99  RAIT Partnership, L.P.           11% limited partner
RAIT Ventures, LLC                  Delaware - 4/1/02       RAIT Investment Trust                        30%
Rutherford Plaza Manager, Inc.      Delaware - 7/23/03      HVC Rutherford Plaza, LLC                    95%
                                                            RAIT Partnership, L.P.                        5%
Sable Key Southwest, LLC            Delaware                RAIT Sable Key Manager, Inc.     Non-member manager
St. Ives GP, LLC                    Delaware - 5/30/01      HVC-St. Ives, LLC                            50%
                                                            (Treatman entity)
                                                            RAIT St. Ives Manager, Inc.                  50%
St. Ives Owner, L.P.                Pennsylvania - 5/30/01  St. Ives GP, LLC                 2% general partner
                                                            St. Ives Limited Partner, L.P.   98% limited partner
                                                            (Treatman entity)
TAG 250 Cincinnati Parent LLC       Delaware - 2/23/04      RAIT Partnership, L.P.           Preferred member

EX-3.1

                                                                     EXHIBIT 3.1

                             ARTICLES SUPPLEMENTARY

                              RAIT INVESTMENT TRUST

  8.375% SERIES B CUMULATIVE REDEEMABLE PREFERRED SHARES OF BENEFICIAL INTEREST
                           (PAR VALUE $0.01 PER SHARE)

      RAIT INVESTMENT TRUST, a Maryland real estate investment trust
(hereinafter called the "Trust"), hereby certifies to the Department of
Assessments and Taxation of the State of Maryland that:

      FIRST: Under the authority set forth in Article VI of the Declaration of
Trust of the Trust, as amended (which, as hereinafter amended, restated or
supplemented from time to time is herein called the "Declaration of Trust"), the
Board of Trustees of the Trust (the "Board of Trustees") at a meeting on
September 22, 2004, designated and classified 2,300,000 shares of the authorized
but unissued unclassified preferred shares of beneficial interest, par value
$0.01 per share, of the Trust as the "8.375% Series B Cumulative Redeemable
Preferred Shares of Beneficial Interest," par value $0.01 per share, and has
provided for the issuance of such series.

      SECOND: The classification increases the number of shares classified as
8.375% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest,
par value $0.01 per share, from 0 shares immediately prior to the classification
to 2,300,000 shares immediately after the classification. The classification
decreases the number of unclassified preferred shares of beneficial interest,
par value $0.01 per share, from 22,240,000 shares immediately prior to the
classification to 19,940,000 shares immediately after the classification. Prior
to this classification, the Trust had classified 2,760,000 shares as 7.75%
Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par
value $0.01 per share, of the Trust (the "Series A Preferred Shares").

      THIRD: The preferences, conversions and other rights, voting powers,
restrictions, limitations as to dividends and other distributions,
qualifications and terms and conditions of redemption of the 8.375% Series B
Cumulative Redeemable Preferred Shares of Beneficial Interest are as follows:

            (1) Designation and Number. A series of preferred shares of
      beneficial interest, par value $0.01 per share (the "Preferred Shares"),
      designated as the "8.375% Series B Cumulative Redeemable Preferred Shares
      of Beneficial Interest" (the "Series B Preferred Shares"), is hereby
      established. The number of Series B Preferred Shares shall be 2,300,000
      shares. The par value of Series B Preferred Shares shall be $0.01 per
      share.

            (2) Rank. The Series B Preferred Shares, will, with respect to
      dividend rights, redemption rights and rights upon any voluntary or
      involuntary liquidation,



      dissolution or winding up of the Trust (a "Liquidation"), rank:

            (a) senior to all common shares of beneficial interest, par value
            $0.01 per share, of the Trust (the "Common Shares") and to all
            equity securities issued or to be issued by the Trust the terms of
            which provide that such equity securities shall rank junior to the
            Series B Preferred Shares (sometimes the Common Shares and such
            equity securities are collectively referred to as "Junior Shares");

            (b) on a parity with all equity securities issued or to be issued by
            the Trust other than those referred to in clauses (a) and (c),
            including, without limitation, the Series A Preferred Shares
            (sometimes the Series A Preferred Shares and such equity securities
            are collectively referred to as "Parity Shares"); and

            (c) junior to all (i) equity securities issued or to be issued by
            the Trust the terms of which specifically provide that such equity
            securities rank senior to the Series B Preferred Shares and (ii)
            existing and future indebtedness of the Trust.

      The term "equity securities" does not include debt securities of the Trust
      that are convertible into or exchangeable for equity securities of the
      Trust, which debt securities will rank senior to the Series B Preferred
      Shares prior to conversion or exchange.

            (3) Dividends. (a) Holders of Series B Preferred Shares shall be
      entitled to receive, when, as and if authorized and declared by the Board
      of Trustees, out of legally available funds of the Trust, cumulative
      preferential cash dividends at the rate of 8.375% of the Liquidation
      Preference (as defined hereinafter) per Series B Preferred Share per annum
      (which is equivalent to a fixed annual amount of $2.09375 per Series B
      Preferred Share). Such dividends shall accrue and cumulate from the date
      of original issuance of such share and shall be payable quarterly in
      arrears on March 31, June 30, September 30 and December 31 of each year
      or, if not a business day, the next succeeding business day (each a
      "Dividend Payment Date"), commencing, with respect to any Series B
      Preferred Share, on the Dividend Payment Date next succeeding the date of
      original issuance of such share; provided, however, that, with respect to
      any Series B Preferred Share issued on or before December 1, 2004 (the
      "Initial Series B Preferred Shares"), the initial Dividend Payment Date
      shall be December 31, 2004 and the amount of the dividend payable on
      December 31, 2004 on any Initial Series B Preferred Share shall be
      calculated as if all of the Initial Series B Preferred Shares were issued
      on the earliest date of original issuance of any Initial Series B
      Preferred Share. Any dividend payable on the Series B Preferred Shares for
      any partial dividend period shall be pro rated and computed on the basis
      of a 360-day year consisting of twelve 30-day months. Dividends shall be
      payable to

                                       2



      holders of record as they appear in the stock transfer records of the
      Trust at the close of business on the applicable dividend record date,
      which shall be the first day of the calendar month in which the applicable
      Dividend Payment Date falls or, if not a business day, the next succeeding
      business day or such other date designated by the Board of Trustees for
      the payment of dividends that is not more than 30 nor less than 10
      calendar days immediately preceding such Dividend Payment Date (each, a
      "Dividend Record Date").

                  (b) Notwithstanding anything to the contrary contained herein,
      dividends on the Series B Preferred Shares shall accrue and cumulate
      whether or not the Trust has earnings, whether or not there are funds
      legally available for payment of such dividends and whether or not such
      dividends are authorized and declared by the Board of Trustees.
      Accumulated but unpaid dividends on the Series B Preferred Shares shall
      cumulate as of the Dividend Payment Date on which they first become
      payable or on the date of redemption, as the case may be. No interest, or
      sum of money in lieu of interest, shall be payable in respect of any
      dividend payment or payments on Series B Preferred Shares which may be in
      arrears.

                  (c) Except as provided in clause (d) below, if any Series B
      Preferred Shares are outstanding, no dividends (collectively, "Parity and
      Junior Dividends"), other than distributions in kind of Common Shares or
      other shares of the Trust's equity securities ranking junior to the Series
      B Preferred Shares as to dividends, may be paid or set apart for payment
      on the Common Shares or any other shares of equity securities of the Trust
      of any other class or series ranking, as to dividends, on a parity with or
      junior to the Series B Preferred Shares unless full cumulative dividends
      (the "Dividend Preference Amount") due on any past or contemporaneous
      Dividend Payment Date have been or contemporaneously are authorized and
      declared and paid as of the payment date of the relevant Parity or Junior
      Dividend. Notwithstanding anything herein to the contrary, the Trust may
      declare and pay Parity and Junior Dividends without paying or setting
      apart for payment any amounts with respect to the dividend due on the
      Series B Preferred Shares for any dividend period the Dividend Payment
      Date of which has not occurred as of the date of the declaration or
      payment of the Parity and Junior Dividends so long as the full Dividend
      Preference Amount has been paid through the most recent Dividend Payment
      Date for the Series B Preferred Shares.

                  (d) When dividends are not paid in full (or a sum sufficient
      for such full payment is not so set apart) upon the Series B Preferred
      Shares and all other equity securities ranking on a parity, as to
      dividends, with the Series B Preferred Shares, all dividends authorized
      and declared upon the Series B Preferred Shares, shall be authorized and
      declared pro rata so that the amount of dividends authorized and declared
      per share of Series B Preferred Shares and each such other equity security
      shall in all cases bear to each other the same ratio that

                                       3



      accumulated dividends per Series B Preferred Share and such other equity
      security (which shall not include any accumulation in respect of unpaid
      dividends for prior dividend periods if such other equity securities do
      not have a cumulative dividend) bear to each other.

                  (e) Notwithstanding the above, the Trust shall not be
      prohibited from (i) declaring or paying or setting apart for payment any
      dividend or distribution on any Parity Shares or Junior Shares or (ii)
      redeeming, purchasing or otherwise acquiring any Parity Shares or Junior
      Shares, in each case, if such declaration, payment, redemption, purchase
      or other acquisition is necessary to maintain the Trust's qualification as
      a real estate investment trust under Sections 856 through 860 of the
      Internal Revenue Code of 1986, as amended (the "Code").

                  (f) No dividends on Series B Preferred Shares shall be
      authorized by the Board of Trustees or declared or paid or set apart for
      payment by the Trust at such time as the terms and provisions of any
      agreement of the Trust, including any agreement relating to its
      indebtedness, prohibits such declaration, payment or setting apart for
      payment or provides that such declaration, payment or setting apart for
      payment would constitute a breach thereof or a default thereunder, or if
      such declaration or payment shall be restricted or prohibited by law.

                  (g) If, for any taxable year, the Trust elects to designate as
      "capital gain dividends" (as defined in Section 857 of the Code) any
      portion (the "Capital Gains Amount") of the dividends (as determined for
      federal income tax purposes) paid or made available for the year to
      holders of all classes of shares (the "Total Dividends"), then the portion
      of the Capital Gains Amount that shall be allocable to the holders of
      Series B Preferred Shares shall be the amount that the total dividends (as
      determined for federal income tax purposes) paid or made available to the
      holders of the Series B Preferred Shares for the year bears to the Total
      Dividends. The Trust may elect to retain and pay income tax on its net
      long-term capital gains. In such a case, the holders of Series B Preferred
      Shares would include in income their appropriate share of the Trust's
      undistributed long-term capital gains, as designated by the Trust.

                  (h) In determining whether a distribution (other than upon a
      Liquidation), by dividend, redemption or otherwise, is permitted, amounts
      that would be needed, if the Trust were to be dissolved at the time of the
      distribution, to satisfy the Liquidation Preference (as defined below)
      will not be added to the Trust's total liabilities.

                  (i) Holders of Series B Preferred Shares shall not be entitled
      to any dividends, whether payable in cash, property or shares, in excess
      of full cumulative dividends on the Series B Preferred Shares as described
      above. Any dividend payment made on the Series B Preferred Shares shall
      first be credited against the earliest accumulated but unpaid dividend due
      with respect to the Series

                                       4



      B Preferred Shares which remains payable.

            (4) Liquidation Preference. (a) In the event of any Liquidation, the
      holders of Series B Preferred Shares then outstanding shall be entitled to
      receive out of the assets of the Trust available for distribution to
      shareholders (after payment or provision for payment of all debts and
      other liabilities of the Trust) an amount equal to $25.00 per share, plus
      any accumulated and unpaid dividends thereon to the date of payment (the
      "Liquidation Preference"), whether or not authorized and declared, before
      any distribution of assets is made to holders of Common Shares and any
      other shares of equity securities of the Trust that rank junior to the
      Series B Preferred Shares as to Liquidation rights.

                  (b) If, upon any such Liquidation, the assets of the Trust are
      insufficient to make full payment to holders of the Series B Preferred
      Shares and any shares of other classes or series of equity securities of
      the Trust ranking on a parity with the Series B Preferred Shares as to
      Liquidation rights, then the holders of the Series B Preferred Shares and
      all other such classes or series of equity securities ranking on a parity
      with the Series B Preferred Shares as to Liquidation rights shall share
      ratably in any distribution of assets in proportion to the full
      liquidating distributions to which they would otherwise be respectively
      entitled.

                  (c) Written notice of any such Liquidation, stating the
      payment date or dates when, and the place or places where, the amounts
      distributable in such circumstances shall be payable, shall be given by
      first class mail, postage pre-paid, not less than 30 nor more than 60
      calendar days immediately preceding the payment date stated therein, to
      each record holder of the Series B Preferred Shares at the respective
      addresses of such holders as the same shall appear on the share transfer
      records of the Trust.

                  (d) After payment of the full amount of the Liquidation
      Preference, the holders of Series B Preferred Shares shall have no right
      or claim to any of the remaining assets of the Trust.

                  (e) None of a consolidation or merger of the Trust with or
      into another entity, the merger of another entity with or into the Trust,
      a statutory share exchange by the Trust or a sale, lease, transfer or
      conveyance of all or substantially all of the Trust's property or business
      shall be considered a Liquidation.

                  (f) In determining whether a distribution (other than upon
      voluntary or involuntary dissolution) by dividend, redemption or other
      acquisition of shares of the Trust or otherwise is permitted under
      Maryland law, amounts that would be needed, if the Trust were to be
      dissolved at the time of the distribution, to satisfy the preferential
      rights upon dissolution of the holders of Series B Preferred Shares will
      not be added to the Trust's total liabilities.

                                       5



            (5) Redemption. (a) The Series B Preferred Shares are not redeemable
      prior to October 5, 2009. On or after October 5, 2009, the Trust, at its
      option, upon giving notice as provided below, may redeem the Series B
      Preferred Shares, in whole or from time to time in part, for cash, at a
      redemption price of $25.00 per share, plus all accumulated and unpaid
      dividends thereon to the date of redemption, whether or not authorized and
      declared (the "Redemption Right").

                  (b) If fewer than all of the outstanding Series B Preferred
      Shares are to be redeemed pursuant to the Redemption Right, the shares to
      be redeemed shall be selected pro rata (as nearly as practicable without
      creating fractional shares) or by lot or by such other equitable method as
      may be prescribed by the Board of Trustees. If such redemption is to be by
      lot and, as a result of such redemption, any holder of Series B Preferred
      Shares would become a holder of a number of Series B Preferred Shares in
      excess of the Ownership Limit (as defined in Article VII of the
      Declaration of Trust) or the Excluded Holder Limit (as defined in Article
      VII of the Declaration of Trust), as applicable, except as provided in
      Section 1(G) of Article VII of the Declaration of Trust, because such
      holder's Series B Preferred Shares were not redeemed, or were only
      redeemed in part, then the Trust shall redeem the requisite number of
      Series B Preferred Shares of such holder such that no holder will hold in
      excess of the of the Ownership Limit or the Excluded Holder Limit, as
      applicable, subsequent to such redemption or otherwise transfer the shares
      pursuant to Article VII.

                  (c) No Series B Preferred Shares, Common Shares or any other
      shares of equity securities of the Trust ranking junior to or on a parity
      with the Series B Preferred Shares as to dividends or upon Liquidation
      shall be redeemed, purchased or otherwise acquired for any consideration
      (or any monies be paid to or made available for a sinking fund for the
      redemption of any such shares) by the Trust (except by conversion into or
      exchange for shares of equity securities of the Trust ranking junior to or
      on parity with the Series B Preferred Shares as to dividends or upon
      Liquidation) unless:

                  (i) the Dividend Preference Amount with respect to all Series
            B Preferred Shares has been or contemporaneously is authorized and
            declared and paid, or a sum sufficient for the payment thereof is
            set apart for payment at the time of such relevant acquisition; and

                  (ii) the dividend with respect to any Series B Preferred
            Shares for which a notice of redemption has been given with respect
            to any partial dividend period from the prior Dividend Payment Date
            to the redemption date, computed, in the case of such partial
            dividend period, in accordance with Section 3(a) above, has been or
            contemporaneously is authorized and declared

                                       6



            and paid or set apart for such payment at the time of such relevant
            acquisition.

      Notwithstanding anything to the contrary contained herein, no Series B
      Preferred Shares shall be redeemed unless all outstanding Series B
      Preferred Shares are simultaneously redeemed unless the conditions set
      forth in Section 5(c)(i) and (ii) above are met at the time of such
      redemption. The restrictions in this Section 5 shall not prevent the
      repurchase or transfer of Common Shares or Preferred Shares of any series
      of the Trust pursuant to Article VII of the Declaration of Trust or
      otherwise in order to enforce the ownership restrictions set forth in
      Article VII and ensure that, among other things, the Trust remains
      qualified as a real estate investment trust for United States federal
      income tax purposes, or the redemption, purchase or acquisition of Series
      B Preferred Shares pursuant to a purchase or exchange offer made on the
      same terms to all holders of the Series B Preferred Shares.

                  (d) Prior to or contemporaneous with any redemption of Series
      B Preferred Shares, the Trust shall pay, in cash, any accumulated and
      unpaid dividends on the Series B Preferred Shares for which a notice of
      redemption has been given to the redemption date, whether or not
      authorized and declared.

                  (e) The following provisions set forth the procedures for
      redemption:

                  (i) Notice of redemption will be mailed by the Trust, postage
            prepaid, no less than 30 nor more than 60 calendar days immediately
            preceding the redemption date, addressed to the respective holders
            of record of the Series B Preferred Shares to be redeemed at their
            respective addresses as they appear on the stock transfer records of
            the Trust. No failure to give such notice or any defect thereto or
            in the mailing thereof shall affect the validity of the proceedings
            for the redemption of any Series B Preferred Shares except as to the
            holder to whom notice was defective or not given.

                  (ii) In addition to any information required by law or by the
            applicable rules of any exchange or automated interdealer quotation
            system upon which the Series B Preferred Shares may be listed or
            admitted to trading, each notice shall state: (A) the redemption
            date; (B) the redemption price; (C) the number of Series B Preferred
            Shares to be redeemed; (D) the place or places where the holders of
            Series B Preferred Shares may surrender certificates for payment of
            the redemption price; and (E) that dividends on the Series B
            Preferred Shares to be redeemed will cease to accumulate on the
            redemption date. If less than all of the

                                       7



            outstanding Series B Preferred Shares held by any holder are to be
            redeemed, the notice mailed to each holder shall also specify the
            number of Series B Preferred Shares held by such holder to be
            redeemed.

                  (iii) On or after the redemption date, each holder of Series B
            Preferred Shares to be redeemed shall present and surrender the
            certificates representing his or her Series B Preferred Shares to
            the Trust at the place designated in the notice of redemption and
            thereupon the redemption price of such shares (including all
            accumulated and unpaid dividends up to the redemption date) shall be
            paid to or on the order of the person whose name appears on such
            certificate representing Series B Preferred Shares as the owner
            thereof and each surrendered certificate shall be canceled. If fewer
            than all the shares represented by any such certificate representing
            Series B Preferred Shares are to be redeemed, a new certificate
            shall be issued representing the unredeemed shares.

                  (iv) From and after the redemption date (unless the Trust
            defaults in payment of the redemption price), all dividends on the
            Series B Preferred Shares designated for redemption and all rights
            of the holders thereof, except the right to receive the redemption
            price thereof and all accumulated and unpaid dividends up to the
            redemption date, shall terminate with respect to such shares and
            such shares shall not thereafter be transferred (except with the
            consent of the Trust) on the Trust's stock transfer records, and
            such shares shall not be deemed to be outstanding for any purpose
            whatsoever. At its election, the Trust, prior to a redemption date,
            may irrevocably deposit the redemption price (including accumulated
            and unpaid dividends to the redemption date) of the Series B
            Preferred Shares so called for redemption in trust for the holders
            thereof with a bank or trust company, in which case the redemption
            notice to holders of the Series B Preferred Shares to be redeemed
            shall (A) state the date of such deposit, (B) specify the office of
            such bank or trust company as the place of payment of the redemption
            price and (C) require such holders to surrender the certificates
            representing such shares at such place on or about the date fixed in
            such redemption notice (which may not be later than the redemption
            date) against payment of the redemption price (including all
            accumulated and unpaid dividends to the redemption date). Any monies
            so deposited which remain unclaimed by the holders of the Series B
            Preferred Shares at the end of two years after the redemption date
            shall be returned by such bank or trust company to the Trust.

                                       8



                  (f) The Series B Preferred Shares have no stated maturity and
      will not be subject to any sinking fund or mandatory redemption provisions
      except as provided under Section 2(G) of Article VII of the Declaration of
      Trust.

                  (g) Subject to applicable law and the limitations on
      purchases, redemptions or other acquisitions set forth in Section 5 of
      these Articles Supplementary, the Trust may, at any time and from time to
      time, purchase any Series B Preferred Shares in the open market, by tender
      or by private agreement.

            (6) Voting Rights. (a) Holders of the Series B Preferred Shares
      shall not have any voting rights, except as set forth below.

                  (b) Whenever dividends on the Series B Preferred Shares are in
      arrears for six or more quarterly periods (whether or not consecutive) (a
      "Preferred Dividend Default"), then, in accordance with the Declaration of
      Trust, the Board of Trustees shall take all requisite action in accordance
      with the Maryland REIT Law and the Declaration of Trust to increase by two
      the number of Trustees of the Trust, and the holders of Series B Preferred
      Shares (voting together as a single class with all other equity securities
      of the Trust upon which like voting rights have been conferred and are
      exercisable ("Parity Preferred Shares")) shall be entitled to elect a
      total of two additional Trustees to the Board of Trustees (the "Preferred
      Trustees") to fill such newly created Trusteeships at an annual meeting of
      shareholders or a special meeting held in place thereof or at a properly
      called special meeting of the holders of the shares of the Series B
      Preferred Shares and of any such Parity Preferred Shares, and at each
      subsequent annual meeting of shareholders or special meeting held in place
      thereof, until all dividends accumulated on the Series B Preferred Shares
      for the past dividend periods shall have been fully paid or authorized and
      declared and a sum sufficient for the payment thereof set aside for
      payment. This clause (b) shall not limit the right of the Trust to grant
      separate voting rights to any other series of Preferred Shares.

                  (c) If and when the Dividend Preference Amount on the Series B
      Preferred Shares shall have been paid in full or authorized and declared
      and a sum sufficient for the payment thereof set aside for payment in
      full, the holders of Series B Preferred Shares shall be divested of the
      voting rights set forth in clause (b) above (subject to revesting in the
      event of each and every Preferred Dividend Default) and, if the Dividend
      Preference Amount and all dividend arrearages on all other series of
      Parity Preferred Shares giving rise to voting rights with respect to the
      Preferred Trustees have been paid in full or authorized and declared by
      the Board of Trustees and set aside for payment in full, the term of
      office of each Preferred Trustee so elected shall expire. Upon the
      expiration of the terms of the Preferred Trustees in accordance with the
      immediately preceding sentence, the number of Trustees of the Trust shall
      automatically be reduced by the number of

                                       9



      Preferred Trustees whose terms so expired. Any Preferred Trustee may be
      removed at any time with or without cause by the vote of, and shall not be
      removed otherwise than by the vote of, the holders of a majority of the
      outstanding Series B Preferred Shares when they have the voting rights set
      forth in clause (b) above and all other series of Parity Preferred Shares
      (voting as a single class). So long as a Preferred Dividend Default shall
      continue, any vacancy in the office of a Preferred Trustee may be filled
      by written consent of the Preferred Trustee remaining in office, or if
      none remains in office, by a vote of the holders of a majority of the
      outstanding Series B Preferred Shares when they have the voting rights set
      forth in clause (b) above and all other series of Parity Preferred Shares
      (voting as a single class). The Preferred Trustees shall be entitled to
      one vote per Trustee on any matter. The provisions contained in Section
      6(b) hereof and in this Section 6(c) constitute an election by the Trust
      not to be subject to Section 3-804(c) of the Maryland General Corporation
      Law to the extent that holders of Series B Preferred Shares and Parity
      Preferred Shares are entitled to elect the Preferred Trustees to the Board
      of Trustees during a Preferred Dividend Default.

                  (d) So long as any Series B Preferred Shares remain
      outstanding, the Trust shall not, without the affirmative vote of the
      holders of at least two-thirds of the Series B Preferred Shares
      outstanding at the time, given in person or by proxy, either in writing or
      at a meeting (such series voting separately as a class),

                  (i) authorize, create or increase the authorized or issued
            amount of any class or series of equity securities ranking senior to
            the outstanding Series B Preferred Shares with respect to the
            payment of dividends or the distribution of assets upon Liquidation
            or reclassify any authorized equity securities of the Trust into any
            such senior equity securities, or create, authorize or issue any
            obligation or security convertible into or evidencing the right to
            purchase any such senior equity securities; or

                  (ii) amend, alter or repeal the provisions of the Declaration
            of Trust (including these Articles Supplementary), whether by merger
            or consolidation (in either case, an "Event") or otherwise, so as to
            materially and adversely affect any right, preference or voting
            power of the Series B Preferred Shares; provided, however, that with
            respect to any such amendment, alteration or repeal of the
            provisions of the Declaration of Trust (including these Articles
            Supplementary) upon the occurrence of an Event, so long as Series B
            Preferred Shares remain outstanding with the terms thereof
            materially unchanged in any adverse respect, taking into account
            that, upon the occurrence of an Event, the Trust may not be the

                                       10



            surviving entity and such surviving entity may thereafter be the
            issuer of the Series B Preferred Shares, the occurrence of any such
            Event shall not be deemed to materially and adversely affect the
            rights, preferences or voting powers of the Series B Preferred
            Shares; and provided further that any increase in the amount of
            authorized Series B Preferred Shares or the authorization, creation
            or issuance of any other class or series of the Trust's equity
            securities, in each case ranking on a parity with or junior to the
            Series B Preferred Shares with respect to the payment of dividends
            and the distribution of assets upon Liquidation shall not be deemed
            to materially and adversely affect the rights, preferences or voting
            powers of the Series B Preferred Shares.

                  (e) The foregoing voting provisions shall not apply if, at or
      prior to the time when the action with respect to which such vote would
      otherwise be required shall be effected, all outstanding Series B
      Preferred Shares shall have been redeemed or called for redemption upon
      proper notice and sufficient funds shall have been deposited in trust to
      effect such redemption.

            (7) Conversion. The Series B Preferred Shares are not convertible
      into or exchangeable for any other property or securities of the Trust.

            (8) Restrictions on Transfer and Shares-in-Trust. The Series B
      Preferred Shares are subject to the provisions of Article VII of the
      Declaration of Trust.

            (9) Status. All Series B Preferred Shares which shall have been
      redeemed or reacquired in any manner by the Trust shall be restored to the
      status of authorized, but unissued Series B Preferred Shares of the Trust
      which may be reissued or reclassified by the Board of Trustees in
      accordance with the applicable provisions of the Declaration of Trust.

            (10) Exclusion of Other Rights. The Series B Preferred Shares shall
      not have any preferences, conversion or other rights, voting powers,
      restrictions, limitations as to dividends or other distributions,
      qualifications or terms or conditions of redemption other than those
      specifically set forth in these Articles Supplementary. The Series B
      Preferred Shares shall have no preemptive or subscription rights.

            (11) Headings of Subdivisions. The headings of the various
      subdivisions hereof are for convenience of reference only and shall not
      affect the interpretation of any of the provisions hereof.

            (12) Severability of Provisions. If any preferences, conversion or
      other rights, voting powers, restrictions, limitations as to dividends or
      other distributions, qualifications or terms or conditions of redemption
      of the Series B

                                       11



      Preferred Shares set forth in the Declaration of Trust is invalid,
      unlawful or incapable of being enforced by reason of any rule of law or
      public policy, all other preferences, conversion or other rights, voting
      powers, restrictions, limitations as to dividends or other distributions,
      qualifications or terms or conditions of redemption of Series B Preferred
      Shares set forth in the Declaration of Trust which can be given effect
      without the invalid, unlawful or unenforceable provision thereof shall,
      nevertheless, remain in full force and effect, and no preferences,
      conversion or other rights, voting powers, restrictions, limitations as to
      dividends or other distributions, qualifications or terms or conditions of
      redemption of Series B Preferred Shares herein set forth shall be deemed
      dependent upon any other provision thereof unless so expressed therein.

      FOURTH: The terms of the Series B Preferred Shares set forth in ARTICLE
THIRD hereof shall become Article XV of the Declaration of Trust.

      FIFTH: These Articles Supplementary shall be effective at the time the
Maryland State Department of Assessments and Taxation accepts these Articles
Supplementary for record.

                                       12



      IN WITNESS WHEREOF, the Trust has caused these Articles Supplementary to
be signed in its name and on its behalf by its Chief Financial Officer and
Executive Vice President and witnessed by its Assistant Secretary on September
29, 2004.

WITNESS:                                      RAIT INVESTMENT TRUST

/s/ Milly Cashman                             By: /s/ Ellen J. DiStefano
- -------------------------------                   ------------------------------
Name: Milly Cashman                           Name: Ellen J. DiStefano
Title: Assistant Secretary                    Title: Chief Financial Officer and
                                                     Executive Vice President

      THE UNDERSIGNED, Chief Financial Officer and Executive Vice President of
RAIT Investment Trust, who executed on behalf of the Trust the Articles
Supplementary of which this Certificate is made a part, hereby acknowledges in
the name and on behalf of said Trust the foregoing Articles Supplementary to be
the act of said Trust and hereby certifies that the matters and facts set forth
herein with respect to the authorization and approval thereof are true in all
material respects under penalties of perjury.

                                                   /s/ Ellen J. DiStefano
                                                   -----------------------------
                                                   Ellen J. DiStefano
                                                   Chief Financial Officer and
                                                   Executive Vice President

                                       13

EX-4.1

Exhibit 4.1

The Series B Preferred Shares represented by this certificate are subject to restrictions on transfer for the purpose of the Trust’s maintenance of its status as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to certain further restrictions and except as provided in the Declaration of Trust (defined below), no Person may (i) Beneficially or Constructively Own Common Shares in excess of 8.3% (or such other percentage as may be determined by the Board of Trustees) of the number of outstanding Common Shares, unless such Person is the Excluded Holder (in which case the Excluded Holder Limit shall be applicable); (ii) Beneficially or Constructively Own Preferred Shares of any series of Preferred Shares in excess of 9.8% of the number of outstanding Preferred Shares of such series; (iii) Beneficially Own Equity Shares that would result in the Equity Shares being beneficially owned by fewer than 100 Persons (determined without reference to any rules of attribution); (iv) Beneficially Own Equity Shares that would result in the Trust being “closely held” under Section 856(h) of the Code; or (v) Constructively Own Equity Shares that would cause the Trust to Constructively Own 10% or more of the ownership interests in a tenant of the Trust’s real property, within the meaning of Section 856(d)(2)(B) of the Code. Any Person who attempts to Beneficially or Constructively Own shares of Equity Shares in excess of the above limitations must immediately notify the Trust in writing. If any restrictions above are violated, the Equity Shares represented hereby will be transferred automatically to a Share Trust and shall be designated Shares-in-Trust to a trustee of a trust for the benefit of one or more charitable beneficiaries. In addition, upon the occurrence of certain events, attempted transfers in violation of the restrictions described above may be void ab initio. All capitalized terms in this legend have the meanings defined in the Declaration of Trust (defined below), a copy of which, including the restrictions on transfer, will be sent without charge to each shareholder who so requests. Such requests must be made to the secretary of the Trust at its principal office or to the transfer agent.

RAIT INVESTMENT TRUST

8.375% SERIES B CUMULATIVE REDEEMABLE PREFERRED SHARES OF BENEFICIAL INTEREST PAR VALUE $.01 PER SHARE

of beneficial interest (the “Series B Preferred Shares”) of RAIT INVESTMENT TRUST (the “Trust”), a statutory real estate investment trust formed under the laws of the State of Maryland, representing undivided beneficial interests in the Trust. Subject to the restrictions set forth in Article VII of the declaration of trust of the Trust, as previously amended and as the same may be further amended, corrected or supplemented from time to time (the “Declaration of Trust”), the Series B Preferred Shares are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer.

The designations, preferences, rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications, and terms and conditions of redemption of the Series B Preferred Shares are set forth in, and this certificate and the Series B Preferred Shares represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Declaration of Trust.

Upon receipt of this certificate, the Holder is bound by the Declaration of Trust and is entitled to the benefits thereunder.

This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.

IN WITNESS WHEREOF, the Trust has caused this certificate to be signed in facsimile by its duly authorized officers.

Countersigned and Registered by: AMERICAN STOCK TRANSFER & TRUST COMPANY, TRANSFER AGENT AND REGISTRAR

By:

AUTHORIZED SIGNATURE

SECRETARY CHIEF EXECUTIVE OFFICER

AMERICAN BANK NOTE COMPANY PRODUCTION COORDINATOR: VERONICA GLIATTI 931-490-1706 711 ARMSTRONG LANE PROOF OF SEPTEMBER 30, 2004 COLUMBIA, TENNESSEE 38401 RAIT INVESTMENT TRUST (931) 388-3003 TSB 19030 FC SALES: C. SHARKEY 302-731-7088 Operator: Ron / ETHER 19 / LIVE JOBS / R / RAIT INVEST 19030 FC            Rev. 1 PLEASE INITIAL THE            AS IS OK WITH CHANGES MAKE APPROPRIATE SELECTION FOR            CHANGES AND SEND ANOTHER THIS PROOF: OK            PROOF Colors Selected for Printing: Intaglio prints in SC-13 Red. COLOR: This proof was printed from a digital file or artwork on a graphics quality, color laser printer. It is a good representation of the color as it will appear on the final product. However, it is not an exact color rendition, and the final printed product may appear slightly different from the proof due to the difference between the dyes and printing ink.

     THE TRUST WILL FURNISH TO ANY SHAREHOLDER ON REQUEST AND WITHOUT CHARGE A FULL STATEMENT OF THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS OR DISTRIBUTIONS, QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF THE SHARES OF EACH CLASS WHICH THE TRUST IS AUTHORIZED TO ISSUE, OF THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES OF A PREFERRED OR SPECIAL CLASS IN A SERIES WHICH THE TRUST IS AUTHORIZED TO ISSUE, TO THE EXTENT THEY HAVE BEEN SET, AND OF THE AUTHORITY OF THE BOARD OF TRUSTEES TO SET THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES OF A PREFERRED OR SPECIAL CLASS OF SHARES. SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE TRUST OR TO ITS TRANSFER AGENT.

     KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED, THE TRUST WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

     The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	—	as tenants in common
TEN ENT	—	as tenants by the entireties
JT TEN	—	as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT –		Custodian
	(Cust)		(Minor)
	under Uniform Gifts to Minors
	Act
	(State)
UNIF TRF MIN ACT –	Custodian (until age                   )
	(Cust)
	under Uniform Transfers
	(Minor)
	to Minors Act
		(State)

Additional abbreviations may also be used though not in the above list.

For Value received, the undersigned hereby sell(s), assign(s) and transfer(s)unto

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE

of the Series B Preferred Shares represented by the within Certificate, and do hereby irrevocably constitute(s) and appoint(s)

                                                                                                                  Attorney to transfer the said Series B Preferred Shares on the books of the Trust with full power of substitution in the premises.

Dated:
	Assignor
	Assignor
In presence of

NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed:

By                                                                                                                                                                                                                           
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

EX-12.1

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                       For the six months ended                              For the year ended December 31,
                            June 30, 2004                    2003                 2002          2001           2000         1999
                            -------------                    ----                 ----          ----           ----         ----
                       Pro forma       Actual      Pro forma       Actual
                       ---------       ------      ---------       ------
                                                                                                
Net income available
  to common
  shareholders
  before minority
  interest .........  $ 28,461,930  $ 28,461,930  $ 47,129,885  $ 47,129,885  $ 43,562,784  $ 26,914,180  $ 12,129,684  $ 12,943,989
Add back fixed
  charges and
  preferred
  dividends:
  Interest expense       5,059,441     5,059,441     8,711,251     8,711,251     9,302,458    10,627,540    12,777,804    11,104,947
  Preferred dividends-
    Series A .......     1,486,875     1,486,875            --            --            --            --            --            --
  Preferred dividends-
  Series B .........            --            --            --            --            --            --            --            --
                      ------------  ------------  ------------  ------------  ------------  ------------  ------------  ------------
Fixed charges and
   preferred
   dividends .......     6,546,316     6,546,316     8,711,251     8,711,251     9,302,458    10,627,540    12,777,804    11,104,947
                      ------------  ------------  ------------  ------------  ------------  ------------  ------------  ------------
Earnings before
  fixed charges and
  preferred
  dividends (A).....  $ 35,008,246  $ 35,008,246  $ 55,841,136  $ 55,841,136  $ 52,865,242  $ 37,541,720  $ 24,907,488  $ 24,048,936
                      ============  ============  ============  ============  ============  ============  ============  ============
Fixed charges and
  preferred
  dividends
  Interest expense .     5,059,441     5,059,441     8,711,251     8,711,251     9,302,458    10,627,540    12,777,804    11,104,947
  Interest reduction
    due to use of
    Series A preferred
    stock offering
    proceeds (1) ...    (1,334,530)           --    (2,669,060)           --            --            --            --            --
  Interest reduction
    due to use of
    Series B preferred
    stock offering
    proceeds (2) ...      (966,500)           --    (1,933,000)           --            --            --            --            --
Preferred dividends-
  Series A (3) .....     2,673,750     1,486,875     5,347,500            --            --            --            --            --
Preferred dividends-
  Series B (4) .....     2,062,500            --     4,125,000            --            --            --            --            --
                      ------------  ------------  ------------  ------------  ------------  ------------  ------------  ------------
Fixed charges and
   preferred
   dividends (A) ...  $  7,494,661  $  6,546,316  $ 13,581,691  $  8,711,251  $  9,302,458  $ 10,627,540  $ 12,777,804  $ 11,104,947
                      ============  ============  ============  ============  ============  ============  ============  ============
Ratio of earnings to
  fixed charges and
  preferred
  dividends (A
  divided by B)......         4.67          5.35          4.11          6.41          5.68          3.53          1.95          2.17
                      ============  ============  ============  ============  ============  ============  ============  ============


(1)   For the six months ended June 30, 2004 and the year ended December 31,
      2003, assumes Series A preferred stock offering net proceeds (including
      underwriters' overallotment) of $66,726,500 were used entirely to repay
      our lines of credit, at an average interest rate of 4% for six months and
      one year, respectively.

(2)   For the six months ended June 30, 2004 and the year ended December
      31, 2003, assumes Series B preferred stock offering net proceeds of
      $48,325,000 were used entirely to repay our lines of credit, at an average
      interest rate of 4% for six months and one year, respectively.

(3)   For the six months ended June 30, 2004 and the year ended December
      31, 2003, assumes Series A preferred stock dividends declared and paid for
      six months and one year, respectively.

(4)   For the six months ended June 30, 2004 and the year ended December
      31, 2003, assumes Series B preferred stock dividends declared and paid for
      six months and one year, respectively.