EX-99.1

                                                                    Exhibit 99.1
                           Explanation of Responses:

(1) This Form 4 is filed on behalf of Kenneth H. Shubin Stein, MD, CFA, an
individual ("Dr. Shubin Stein"), Spencer Capital Management, LLC, a Delaware
limited liability company ("SCM"), Spencer Capital Opportunity Fund, LP, a
Delaware limited partnership ("SCF"), Spencer Capital Partners, LLC, a Delaware
limited liability company ("SCP"), Spencer Capital Offshore Opportunity Fund,
Ltd., a Cayman Islands exempted company ("SCOF"), Spencer Capital Offshore
Partners, LLC, a Delaware limited liability company ("SCOP"), Spencer Capital
Small Cap Fund, LP, a Delaware limited partnership ("SCSCF"), and Spencer Small
Cap Partners, LLC, a Delaware limited liability company ("SCSCP", and together
with Dr. Shubin Stein, SCM, SCF, SCP, SCOF, SCOP and SCSCF, collectively, the
"Reporting Persons"). SCM is an investment management firm and is the investment
manager of SCF, SCOF and SCSCF. SCF is a private investment partnership. SCP
serves as the general partner of SCF. SCOF is a Cayman Islands exempted company
which invests in securities. SCOP serves as the management company of SCOF.
SCSCF is a private investment partnership. SCSCP serves as the general partner
of SSCF. Dr. Shubin Stein is the controlling person of SCM, SCF, SCP, SCOF,
SCOP, SCSCF and SCSCP. The Reporting Persons may be deemed to be members of a
group within the meaning of Section 13(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), that owns more than 10% of the
outstanding common stock, par value $0.001 per share ("Common Stock"), of
Resource America, Inc., a Delaware corporation.

(2) As of the date of this filing, (i) SCF owned 1,059,253 shares of Common
Stock, (ii) SCOF owned 779,638 shares of Common Stock and (iii) SCSCF owned
49,388 shares of Common Stock. By reason of the provisions of Rule 16a-1 of the
Exchange Act and the relationship of the Reporting Persons with each other, (i)
Dr. Shubin Stein and SCM may be deemed to be the beneficial owners of an
indeterminate portion of 1,888,279 shares of Common Stock, (ii) SCF and SCP may
be deemed to be the beneficial owners of an indeterminate portion of 1,059,253
shares of Common Stock, (iii) SCOF and SCOP may be deemed to be the beneficial
owners of an indeterminate .portion of 779,638 shares of Common Stock and (iv)
SCSCF and SCSCP may be deemed to be the beneficial owners of an indeterminate
portion of 49,388 shares of Common Stock. Each of the Reporting Persons
disclaims beneficial ownership of all shares of the Common Stock, except to the
extent of any direct or indirect pecuniary interest therein, and this Form 4
shall not be deemed an admission that any such person is a beneficial owner of
the shares of Common Stock reported as beneficially owned herein for purposes of
Section 16 of the Exchange Act or for any other purpose.

EX-99.2

                                                                    Exhibit 99.2

                         List of Filers and Signatures

Designated Filer:  Spencer Capital Management, LLC
Issuer & Ticker Symbol:   Resource America, Inc.  (REXI)
Date of Event Requiring Statement:  February 27, 2006



1.    Name:     Kenneth H. Shubin Stein, MD, CFA
      Address:  1995 Broadway, Suite 1801
                New York, NY 10023

2.    Name:     Spencer Capital Opportunity Fund, LP
      Address:  1995 Broadway, Suite 1801
                New York, NY 10023

3.    Name:     Spencer Capital Partners, LLC
      Address:  1995 Broadway, Suite 1801
                New York, NY 10023

4.    Name:     Spencer Capital Offshore Opportunity Fund, Ltd.
      Address:  c/o Walkers SPV Ltd.
                P.O. Box 908GT
                Walkers House
                Mary Street
                George Town, Cayman Islands

5.    Name:     Spencer Capital Offshore Partners, LLC
      Address:  1995 Broadway, Suite 1801
                New York, NY 10023

6.    Name:     Spencer Capital Small Cap Fund, LP
      Address:  1995 Broadway, Suite 1801
                New York, NY 10023

7.    Name:     Spencer Small Cap Partners, LLC
      Address:  1995 Broadway, Suite 1801
                New York, NY 10023






Date:  March 1, 2006

                             SPENCER CAPITAL OPPORTUNITY FUND, LP

                                   By:  Spencer Capital Partners, LLC,
                                        Its General Partner


                             By:  By:  /s/ Kenneth H. Shubin Stein, MD, CFA
                                  ----------------------------------------------
                                  Name:   Kenneth H. Shubin Stein, MD, CFA
                                  Title:  Managing Member






                             SPENCER CAPITAL PARTNERS, LLC


                             By:  /s/ Kenneth H. Shubin Stein, MD, CFA
                                  ----------------------------------------------
                                  Name:   Kenneth H. Shubin Stein, MD, CFA
                                  Title:  Managing Member



                             SPENCER CAPITAL OFFSHORE OPPORTUNITY FUND, LTD.

                                   By:  Spencer Capital Offshore Partners, LLC,
                                        Its Investment Manager


                             By:  /s/ Kenneth H. Shubin Stein, MD, CFA
                                  ----------------------------------------------
                                  Name:   Kenneth H. Shubin Stein, MD, CFA
                                  Title:  Managing Member



                             SPENCER CAPITAL OFFSHORE PARTNERS, LLC


                             By:  /s/ Kenneth H. Shubin Stein, MD, CFA
                                  ----------------------------------------------
                                  Name:   Kenneth H. Shubin Stein, MD, CFA
                                  Title:  Managing Member



                             SPENCER CAPITAL SMALL CAP FUND, LP
                                   By:  Spencer Small Cap Partners, LLC,
                                        Its General Partner


                             By:  /s/ Kenneth H. Shubin Stein, MD, CFA
                                  ----------------------------------------------
                                  Name:   Kenneth H. Shubin Stein, MD, CFA
                                  Title:  Managing Member



                             SPENCER SMALL CAP PARTNERS, LLC


                             By:  /s/ Kenneth H. Shubin Stein, MD, CFA
                                  ----------------------------------------------
                                  Name:  Kenneth H. Shubin Stein, MD, CFA
                                  Title:  Authorized Signatory


                             By:  /s/ Kenneth H. Shubin Stein, MD, CFA
                                  ----------------------------------------------
                                   Kenneth H. Shubin Stein, MD, CFA