SECOND AMENDMENT TO GUARANTY OF PAYMENT

         THIS SECOND AMENDMENT TO GUARANTY OF PAYMENT (this "Second Amendment")
is made and entered into as of March ____, 2005, by RESOURCE AMERICA, INC., a
Delaware corporation ("Guarantor") for the benefit of NATIONAL CITY BANK, a
national banking association ("Secured Party").

                                   BACKGROUND
                                   ----------

         A. Guarantor has heretofore executed and delivered to Secured Party its
Guaranty of Payment, dated June 11, 2002 (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") arising out of that
certain Revolving Credit Agreement and Assignment of even date therewith,
between Leaf Financial and Secured Party (the "Credit Agreement").

         B. On April 1, 2003, Leaf Funding, Inc. was added as a Borrower (as
defined in the Credit Agreement) under the Credit Agreement.

         C. On June 30, 2004, Guarantor executed and delivered to Secured Party
a First Amendment to the Guaranty.

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

                                    AGREEMENT
                                    ---------

         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:

A.       Amendment of "Guaranteed Debt" Definition. The definition of
"Guaranteed Debt" in Section 1 of the Guaranty is hereby amended and restated as
follows:

              guaranteed debt means, collectively, the principal of and interest
              from time to time accruing on any and all indebtedness owed by
              Borrower to Bank pursuant to a Revolving Credit Agreement, dated
              as of June 11, 2002, as amended, between Borrower and Bank
              providing for revolving credit in the maximum aggregate amount of
              $45,000,000 (the "Revolving Credit Agreement"), and all fees and
              other liabilities, if any, incurred by Borrower and owing to Bank
              under such Revolving Credit Agreement and includes (without
              limitation) every such advance or other liability even if the same
              be obtained during the existence of any default by Borrower or
              during Guarantor's incompetence, insolvency or liquidation, and
              each renewal or extension, if any, of the foregoing or any thereof
              in whole or in part;







B.       General Provisions.

         1. 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 Second Amendment.

         2. This Second Amendment, once executed, may be delivered by facsimile
transmission of a copy of this Second Amendment bearing the signature of the
party so delivering this Second Amendment.






                      [SIGNATURE APPEARS ON FOLLOWING PAGE]


























                                        2





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



                                                       RESOURCE AMERICA, INC.


                                                       By: _____________________
                                                       Name:
                                                       Title:




















                                        3