FIRST AMENDMENT TO GUARANTY OF PAYMENT

         THIS FIRST AMENDMENT TO GUARANTY OF PAYMENT (this "Amendment") is made
and entered into as of June 18, 2004, by RESOURCE AMERICA, INC., a Delaware
corporation ("Guarantor") for the benefit of COMMERCE BANK, NATIONAL
ASSOCIATION, a national banking association ("Secured Party").

                                   BACKGROUND

         A. Guarantor has heretofore executed and delivered to Secured Party its
Guaranty of Payment, dated May 28, 2003 (the "Guaranty"), pursuant to which
Guarantor unconditionally guaranteed to Secured Party the indefeasible payment,
performance and satisfaction when due of all Obligations (as defined in the
Guaranty) of Leaf Financial Corporation ("Leaf Financial"), Lease Equity
Appreciation Fund I, L.P. ("Leaf I") and Leaf Funding, Inc. ("Leaf Funding" and
together with Leaf Financial and Leaf I, the "Obligor"), arising of that certain
Revolving Credit Agreement and Assignment of even date therewith, between the
Obligor and Secured Party (the "Credit Agreement").

         B. On December 19, 2003, Leaf I was removed as a Borrower (as defined
in the Credit Agreement) under the Credit Agreement.

         C. Guarantor and Secured Party mutually desire to amend the Guaranty
and are entering into this Amendment to set forth their entire understanding and
agreement with respect thereto.

         NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, and intending to be legally bound hereby, the
parties hereto agree that the Guaranty is amended as follows:

         1. The Guaranty shall now secure a line of credit in an amount not to
exceed Fifteen Million Dollars ($15,000,000).

         2. By its execution hereinbelow, the Guarantor hereby affirms, confirms
and reaffirms, on and as of the date hereof, the Guaranty and agrees that such
Guaranty remains in full force and effect, as amended by this Amendment.

         3. This Amendment may be executed in any number of counterparts, all of
which together shall constitute one agreement binding on all parties hereto,
notwithstanding that all parties have not signed the same counterpart.



                  [SIGNATURE APPEARS ON FOLLOWING PAGE]




         IN WITNESS WHEREOF, Guarantor has executed and delivered this First
Amendment to Guaranty of Payment as of the date first above written.

                                             RESOURCE AMERICA, INC.



                                             By:
                                                 -------------------------------
                                             Name:
                                             Title:
















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