DELTA FINANCIAL CORPORATION WARRANT ACQUISITION AGREEMENT

DELTA FINANCIAL CORPORATION

WARRANT ACQUISITION AGREEMENT

THIS WARRANT ACQUISITION AGREEMENT (the "Agreement") is made as of

August 13, 2007, by and between Delta Financial Corporation (the "Company"), a

corporation organized under the laws of the State of Delaware, with its

principal offices at 1000 Woodbury Road, Suite 200, Woodbury, New York 11797 and

the purchaser whose name and address is set forth on the signature page hereof

(the "Purchaser").

IN CONSIDERATION of the mutual covenants contained in this Agreement,

the Company and the Purchaser agree as follows:

SECTION 1. ISSUANCE OF THE WARRANTS. Subject to the terms and

conditions of this Agreement, the Company has authorized the issuance of

warrants to purchase 10,000,000 shares of the Company's common stock, par value,

$.01 per share (the "Common Stock"), in the form attached hereto as Exhibit A

(the "Warrants"). The shares of Common Stock issuable upon exercise of the

Warrants are referred to herein as the "Warrant Shares."

SECTION 2. AGREEMENT TO ISSUE THE WARRANTS. At the Closing (as

defined in Section 3), in connection with the transactions described by the

Securities Repurchase Agreement, dated August 13, 2007, by and between

Renaissance REIT Investment Corp. and Delta Funding Corporation, as Sellers, the

Company, as Guarantor, and the Purchaser, as Buyer, and the documents delivered

in connection therewith (collectively, the "Financing Agreements"), the Company

will, subject to the terms of this Agreement, issue to the Purchaser, and the

Purchaser will acquire from the Company, upon the terms and conditions

hereinafter set forth, the Warrants.

SECTION 3. DELIVERY OF THE WARRANTS AT THE CLOSING. The

completion of the issuance of the Warrants (the "Closing") shall occur at the

offices of Morrison & Foerster LLP, 1290 Avenue of the Americas, New York, New

York 10104 on August 14, 2007, or on such later date or at such different

location as the Company and the Purchaser shall agree in writing, but in any

event not prior to the date that the conditions for Closing set forth below have

been satisfied or waived by the appropriate party (the "Closing Date"). The

Purchaser and the Company shall agree on the specific time of the Closing.

At the Closing, the Company shall deliver to the Purchaser one or more

warrant certificates registered in the name of the Purchaser, or in such nominee

name(s) as designated by the Purchaser in writing, representing the Warrants and

bearing an appropriate legend, as described in Section 5.6 below, referring to

the fact that the Warrants were delivered in reliance upon the exemption from

registration under the Securities Act of 1933, as amended (the "Securities

Act"), provided by Section 4(2) thereof. The name(s) in which the warrant

certificates are to be registered are set forth in the Certificate Questionnaire

attached hereto as part of APPENDIX I.

The Company's obligation to complete the issuance of the Warrants and

deliver such certificate(s) to the Purchaser at the Closing shall be subject to

the following conditions, any one

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or more of which may be waived by the Company: (a) the completion of the closing

of the transactions contemplated by the Financing Agreements and (b) the

accuracy in all material respects of the representations and warranties made by

the Purchaser (as if such representations and warranties were made on the

Closing Date) and the fulfillment in all material respects of those undertakings

of the Purchaser to be fulfilled prior to the Closing. The Purchaser's

obligation to accept delivery of such certificate(s) shall be subject to the

following conditions, any one or more of which may be waived by the Purchaser:

(a) each of the representations and warranties of the Company made herein shall

be accurate in all material respects as of the Closing Date, except to the

extent that such representations and warranties contain a materiality qualifier,

in which case they shall be accurate in all respects; (b) the delivery to the

Purchaser by counsel to the Company of a favorable legal opinion in

substantially the form attached hereto as EXHIBIT B hereto; (c) the completion

of the transactions contemplated by the Financing Agreements; (d) the execution

and delivery of the Voting and Support Agreement dated August 13, 2007 by and

among the Company, the Purchaser and the officers and directors of the Company

holding shares of the Company's Common Stock, and certain trusts under the

control of such officers (as identified in the Company's proxy statement for its

2007 annual stockholder meeting, under the caption "Security Ownership of

Certain Beneficial Owners and Management"), the Management Rights Letter dated

August 13, 2007, and the Investor Rights Agreement dated August 13, 2007 by and

between the Company and the purchasers signatory thereto (the "Investor Rights

Agreement"); and (e) the fulfillment in all material respects of those

undertakings of the Company to be fulfilled prior to Closing.

SECTION 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE

COMPANY. The Company hereby represents and warrants to, and covenants with, the

Purchaser as follows:

4.1 WARRANT ACQUISITION AGREEMENT AND WARRANTS. The Company has full

legal right, corporate power and authority to enter into this Agreement and to

perform the transactions contemplated hereby. This Agreement and each Warrant

has been duly authorized, executed, and delivered by, and is a valid and binding

agreement of, the Company, enforceable in accordance with its terms, except as

(i) rights to indemnification hereunder may be limited by applicable law, and

(ii) the enforcement hereof and thereof may be limited by applicable bankruptcy,

insolvency, reorganization, moratorium, or other similar laws relating to or

affecting the rights and remedies of creditors or by general equitable

principles.

4.2 AUTHORIZATION OF THE WARRANT SHARES. The Warrant Shares have been

duly authorized and, when issued, delivered and paid for in the manner set forth

in the Warrant will be validly issued, fully paid and nonassessable and free and

clear of all pledges, liens, restrictions and encumbrances (other than

restrictions on transfer under state and/or federal securities laws). The

Company has reserved for issuance all of the Warrant Shares. No preemptive

rights or other similar rights to subscribe for or purchase any shares of Common

Stock of the Company exist with respect to the issuance of the Warrants by the

Company pursuant to this Agreement. No further approval or authority of the

stockholders or the Board of Directors of the Company will be required for the

issuance of the Warrants and/or the Warrant Shares by the Company as

contemplated herein, except as required under the rules of the Nasdaq Global

Market.

4.3 OFFERING MATERIALS. Neither the Company nor any person acting on

its behalf has in the past or will hereafter take any action independent of the

Purchaser to sell, offer for sale or

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solicit offers to buy any securities of the Company that would result in the

initial issuance of the Warrants, as contemplated by this Agreement, not being

exempt from the registration requirements of Section 5 of the Securities Act.

4.4 NO OTHER REGISTRATION RIGHTS. No holder of any security of the

Company outstanding prior to the date hereof has any right (which has not been

waived or has not expired by reason of lapse of time following notification of

the Company's intent to file the registration statement (the "Registration

Statement") to be filed by it pursuant to the Investor Rights Agreement) to

require the Company to register the sale of any security owned by such

stockholder under the Securities Act in or in preference to the Registration

Statement.

4.5 NO MATERIAL ADVERSE CHANGE. Except as otherwise set forth in

Schedule 4.5 of the Disclosure Schedule provided on the date hereof to the

Purchaser (the "Company Disclosure Schedule"), since March 31, 2007: (i) the

business of the Company and its subsidiaries has been operated in the ordinary

course of business consistent with past practice and there has been no Material

Adverse Change (as defined below), or any development that could reasonably be

expected to result in a Material Adverse Change; (ii) the Company and its

subsidiaries, considered as one entity, have not incurred any material liability

or obligation, indirect, direct, or contingent, nor entered into any material

transaction or agreement other than in the ordinary course of its business;

(iii) there has been no dividend or distribution of any kind declared, paid or

made by the Company or, except for dividends paid to the Company or its other

subsidiaries, any of its subsidiaries on any class of capital stock, or

repurchase or redemption by the Company or any of its subsidiaries of any class

of capital stock; and (iv) the Company and its subsidiaries have not sustained

any material loss or interference with their businesses or properties from fire,

flood, windstorm, accident or other calamity not covered by insurance. For

purposes of this Agreement, the term "Material Adverse Change" means any

material adverse change in the condition, financial or otherwise, or in the

earnings, business or results of operations, whether or not arising from

transactions in the ordinary course of business, of the Company and its

subsidiaries, considered as one entity or on the transactions contemplated

hereby or by the agreements and instruments to be entered into in connection

herewith, or on the authority or ability of the Company to perform its

obligations under this Agreement.

4.6 ACCOUNTANTS. The firm BDO Seidman, LLP, which has expressed its

opinion with respect to the consolidated financial statements contained in the

Company's Annual Report on Form 10-K for the year ended December 31, 2006, which

will be incorporated by reference in the Registration Statement and the

Prospectus in the form first filed with the Commission pursuant to Rule 424(b)

of the Rules and Regulations of the Securities Act, or filed as part of the

Registration Statement at the time of effectiveness if no Rule 424(b) filing is

required (the "Prospectus"), is a registered independent public accountant as

required by the Securities Act and the rules and regulations promulgated

thereunder (the "Rules and Regulations") and by the rules of the Public

Accounting Oversight Board.

4.7 PREPARATION OF THE FINANCIAL STATEMENTS. The consolidated financial

statements of the Company and the related notes contained in its filings under

the Securities Exchange Act of 1934, as amended (the "Exchange Act"), present

fairly the consolidated financial position of the Company and its subsidiaries

as of and at the dates indicated and the results of their operations, cash flows

and changes in stockholders' equity for the periods therein specified. Such

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consolidated financial statements (including the related notes) have been

prepared in conformity with generally accepted accounting principles ("GAAP")

applied on a consistent basis throughout the periods involved, except as may be

expressly stated in the related notes thereto. No other financial statements or

supporting schedules are required to be included in the Company's Exchange Act

Reports (as defined below).

4.8 INCORPORATION AND GOOD STANDING OF THE COMPANY AND ITS

SUBSIDIARIES. Each of the Company and its subsidiaries has been duly

incorporated or formed and is validly existing as a corporation, limited

liability company, or trust, as applicable, is in good standing under the laws

of the jurisdiction of its incorporation or formation and has corporate power

and authority to own, lease and operate its properties and to conduct its

business as described in its filings with the Securities and Exchange Commission

(the "Commission") and, in the case of the Company, to enter into and perform

its obligations under this Agreement. Each of the Company and its subsidiaries

is duly qualified as a foreign corporation, limited liability company or trust,

as applicable, to transact business and is in good standing in each jurisdiction

in which such qualification is required, whether by reason of the ownership or

leasing of property or the conduct of business, except for such jurisdictions

where the failure to so qualify or to be in good standing would not,

individually or in the aggregate, result in a Material Adverse Change. All of

the issued and outstanding capital stock or limited liability company interests

of each subsidiary that has been organized as a corporation or a limited

liability company has been duly authorized and validly issued, is fully paid and

non-assessable and is owned by the Company, directly or through subsidiaries,

free and clear of any security interest, mortgage, pledge, lien, encumbrance or

claim.

4.9 SUBSIDIARIES OF THE COMPANY. The Company does not own or control,

directly or indirectly, any corporation, limited liability company, trust,

association or other entity other (x) than the subsidiaries listed in EXHIBIT

21.1 to the Company's Annual Report on Form 10-K for the fiscal year ended

December 31, 2006 and (y) the trusts created in connection with the

securitizations described in such Annual Report.

4.10 NO PROHIBITION ON SUBSIDIARIES FROM PAYING DIVIDENDS OR MAKING

OTHER DISTRIBUTIONS. Except as otherwise disclosed in Schedule 4.10, no

subsidiary of the Company is currently prohibited, directly or indirectly, from

paying any dividends to the Company, from making any other distribution on such

subsidiary's capital stock, from repaying to the Company any loans or advances

to such subsidiary from the Company or from transferring any of such

subsidiary's property or assets to the Company or any other subsidiary of the

Company.

4.11 CAPITALIZATION AND OTHER CAPITAL STOCK MATTERS. The authorized,

issued, and outstanding capital stock of the Company is as set forth in Schedule

4.11 of the Company Disclosure Schedule. The Common Stock conforms in all

material respects to the description thereof contained in the Company's most

recent Form 8-A filed under the Exchange Act and in the Exchange Act Reports.

All of the issued and outstanding shares of Common Stock have been duly

authorized and validly issued, are fully paid and non-assessable and have been

issued in compliance with federal and state securities laws. None of the

outstanding shares of Common Stock were issued in violation of any preemptive

rights, rights of first refusal or other similar rights to subscribe for or

purchase securities of the Company. Except as set forth in Schedule 4.11, there

are no authorized or outstanding options, warrants, preemptive rights, rights

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of first refusal or other rights to purchase, or equity or debt securities

convertible into, exchangeable or exercisable for, any capital stock of the

Company or any of its subsidiaries. The description of the Company's stock

option, stock bonus and other stock plans or arrangements, and the options or

other rights granted thereunder, set forth in the Exchange Act Reports,

accurately and fairly presents the information required to be shown with respect

to such plans, arrangements, options and rights.

4.12 [INTENTIONALLY OMITTED.]

4.13 AGREEMENT NOT TO OFFER OR SELL ADDITIONAL SECURITIES. During the

period of ninety (90) days following the date of this Agreement (the "Lock-Up

Period"), the Company will not, without the prior written consent of the

Purchaser (which consent may be withheld in its sole discretion), sell, offer,

contract, or grant, directly or indirectly, any option to sell, pledge,

transfer, or establish an open "put equivalent position" within the meaning of

Rule 16a-1(h) under the Exchange Act, otherwise dispose of, transfer, or enter

into any transaction which is designed to, or could be expected to, result in

the disposition (whether by actual disposition or effective economic disposition

due to cash settlement or otherwise by the Company or any affiliate of the

Company or any person in privity with the Company or any affiliate of the

Company), or otherwise dispose of any shares of Common Stock or securities

convertible into, exchangeable, or exercisable for Common Stock ("Securities")

or any securities that relates to or derives any significant part of its value

from the Common Stock; PROVIDED, HOWEVER, that the Company may issue (i) shares

of restricted stock or options to purchase its Common Stock pursuant to any

stock option plan, stock bonus, or other stock plan or arrangement approved by

the Board of Directors of the Company and that has been disclosed to the

Purchaser as set forth in the Company Disclosure Schedule, (ii) Common Stock

upon the exercise of such options described in clause (i), but only if such

shares, options, or shares issued upon exercise of such options, cannot be sold,

offered, disposed of or otherwise transferred during the Lock-up Period without

the prior written consent of the Purchaser (which consent may be withheld in its

sole discretion), or (iii) Common Stock issuable upon exercise of the Warrants.

4.14 STOCK EXCHANGE LISTING. The Common Stock is registered pursuant to

Section 12(b) of the Exchange Act, and is listed on the Nasdaq Global Market

("Nasdaq"), and the Company has taken no action designed to, or likely to have

the effect of, terminating the registration of the Common Stock under the

Exchange Act or delisting the Common Stock from the Nasdaq nor has the Company

received any notification that the Commission or the Nasdaq is contemplating

terminating such registration or listing.

4.15 NON-CONTRAVENTION OF EXISTING INSTRUMENTS; NO FURTHER

AUTHORIZATIONS OR APPROVALS REQUIRED. Neither the Company nor any of its

subsidiaries is in violation or default of any provision of its charter, by-laws

or other organizational documents or is in breach of or default (or, with the

giving of notice or lapse of time, would be in default) ("Default") under any

indenture, mortgage, loan or credit agreement, note, contract, franchise, lease

or other instrument to which the Company or any of its subsidiaries is a party

or by which it or any of them may be bound, or to which any of the property or

assets of the Company or any of its subsidiaries is subject, including, without

limitation, any agreements pertaining to, relating to or arising in connection

with, any of the securitization transactions of the Company or any of its

subsidiaries (each, an "Existing Instrument"), except for such Defaults as would

not, individually or in the

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aggregate, result in a Material Adverse Change. The Company and its subsidiaries

are in compliance with all statutes, laws, rules, regulations, judgments, orders

and decrees of all courts, regulatory bodies, administrative agencies,

governmental bodies, arbitrators or other authorities having jurisdiction over

the Company or such subsidiaries or any of their respective properties, as

applicable, including, without limitation, the provisions of the Sarbanes-Oxley

Act of 2002, as amended ("Sarbanes-Oxley Act"), and the rules and regulations of

the National Association of Securities Dealers, Inc. ("NASD") and Nasdaq,

including the corporate governance requirements thereof, except where such

non-compliance would not, individually or in the aggregate, result in a Material

Adverse Change.

4.16 NO CONFLICTS. The Company's execution, delivery, and performance

of this Agreement and consummation of the transactions contemplated hereby (i)

will not result in any violation of the provisions of the charter or by-laws of

the Company or any subsidiary, (ii) will not conflict with or constitute a

breach of, or Default under, or result in the creation or imposition of any

lien, charge, or encumbrance upon any property or assets of the Company or any

of its subsidiaries pursuant to, or require the consent of any other party to,

any Existing Instrument, except for such conflicts, breaches, Defaults, liens,

charges or encumbrances as would not, individually or in the aggregate, result

in a Material Adverse Change, and (iii) will not result in any violation of any

statute, law, rule, regulation, judgment, order or decree of any court,

regulatory body, administrative agency, governmental body, arbitrator or other

authority having jurisdiction over the Company or such subsidiary or any of its

properties, as applicable. No consent, approval, authorization or other order

of, or registration or filing with, any court or other governmental or

regulatory authority or agency, is required for the Company's execution,

delivery and performance of this Agreement and consummation of the transactions

contemplated hereby, except such as may be required under the state securities

or Blue Sky laws or the by-laws and rules of the NASD.

4.17 NO MATERIAL ACTIONS OR PROCEEDINGS. Except as disclosed in or

contemplated by the Exchange Act Reports, there is no legal or governmental

action, suit or proceeding pending or, to the knowledge of the Company, there

are no inquiries or investigations, nor are there any legal or governmental

actions, suits or proceedings threatened (i) against or affecting the Company or

any of its subsidiaries, (ii) which has as the subject thereof any officer or

director of, or property owned or leased by, the Company or any of its

subsidiaries or (iii) relating to environmental or discrimination matters, which

in the case of clauses (i), (ii) or (iii) would reasonably be expected to result

in a Material Adverse Change or adversely affect the consummation of the

transactions contemplated hereby. Neither the Company nor any of its

subsidiaries is a party to or subject to the provisions of any injunction,

judgment, decree or order of any court, regulatory body, administrative agency

or other governmental body that is reasonably expected to result in a Material

Adverse Change, including, without limitation, any state licensure or banking

commission.

4.18 LABOR MATTERS. No material labor dispute with the employees of the

Company or any of its subsidiaries exists or, to the knowledge of the Company,

is threatened or imminent. The Company is not aware of any existing or imminent

labor disturbance by the employees of any of its third-party contractors, that

might be expected to result in a Material Adverse Change.

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4.19 INTELLECTUAL PROPERTY RIGHTS. The Company and its subsidiaries own

or possess sufficient trademarks, trade names, patent rights, patents, know-how,

collaborative research agreements, inventions, servicemarks, copyrights,

licenses, approvals, trade secrets and other similar rights (collectively,

"Intellectual Property Rights") necessary to conduct their businesses as now

conducted, as proposed to be conducted, as described in or contemplated by the

Exchange Act Reports, and any respective amendments or supplements thereto. The

expiration of any of such Intellectual Property Rights would not be reasonably

expected to result in a Material Adverse Change. Neither the Company nor any of

its subsidiaries has received any notice of, and has no knowledge of, any

infringement of or conflict with asserted rights of the Company by others with

respect to any Intellectual Property Rights, other than with respect to any

infringement that would not reasonably be expected to result in a Material

Adverse Change. There is no claim being made against the Company or any of its

subsidiaries regarding any kind of Intellectual Property Right. The Company and

its subsidiaries do not, in the conduct of their business as now or proposed to

be conducted as described in the Exchange Act Reports, infringe or conflict with

any right or patent of any third party, or any discovery, invention, product, or

process which is the subject of a patent application filed by any third party,

known to the Company or any of its subsidiaries, which such infringement or

conflict is reasonably likely to result in a Material Adverse Change.

4.20 ALL NECESSARY PERMITS, ETC. The Company and each subsidiary

possess such valid and current certificates, authorizations, licenses or permits

issued by the appropriate state, federal, or foreign regulatory agencies or

bodies necessary to conduct their respective businesses, including, without

limitation, all certificates, authorizations, licenses or permits required for

the making of loans and lending operations, and (i) any such certificate,

authorization, license or permit