NOTE PURCHASE AGREEMENT

PURCHASE AGREEMENT (this “ Agreement ”) dated as of September 24, 2009, between RESOURCE AMERICA, INC., a Delaware Corporation (the “ Company ”), and ______________________ (the “ Purchaser ”).

WHEREAS, the Company desires to issue to the Purchaser, and the Purchaser desires to acquire from the Company, an aggregate of $__________ in principal amount of the Company’s 12% Senior Notes due 2012 in the form set forth in Exhibit A hereto (the " Notes ") as provided herein; and

WHEREAS , in connection with the issuance of the Notes to the Purchaser, the Company will issue to the Purchaser that number of warrants to acquire the Company’s common stock (the “ Warrants ”) as provided herein;

NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ›

Section 1.1  Issuance of Notes .  On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, at Closing (defined below), (i) the Company agrees to issue to the Purchaser $_________ aggregate principal amount of Notes and (ii) the Purchaser agrees to pay to the Company the purchase price set forth in Schedule I hereto (the “ Purchase Price ”).

Section 1.2   Issuance of Warrants .  As additional consideration for the purchase of Notes, the Company agrees to issue to the Purchaser a warrant (the “ Warrant ”) to purchase that number of shares of the Company’s common stock (the “ Warrant Shares ”) set forth in Schedule I hereto.  The form of the Warrant, and the terms and conditions thereof, are set forth in Exhibit B hereto.  The Purchaser shall have those rights to require the Company to register the common stock for which the Warrant may be exercised as set forth in a registration rights agreement (the “ Registration Rights Agreement ”) in the form set forth in Exhibit C hereto.  This Agreement, the Note, the Warrant and the Registration Rights Agreement are herein collectively referred to as the “ Transaction Documents ”.

Section 1.3   Funding into Escrow .  The Purchaser shall deposit the Purchase Price into an escrow account established under the Escrow Agreement (the “ Escrow Agreement ”) in the form set forth in Exhibit D hereto, no later than two business days prior to the Closing Date (defined below).  On the Closing Date, upon receipt of satisfactory evidence that the conditions set forth in Article IV hereof have been satisfied or waived, pursuant to Section 1.4, the Company shall notify the Escrow Agent (as such term is defined in the Escrow Agreement) to promptly and timely release the funds escrowed under the Escrow Agreement to the Company.

Section 1.4       The Closing .

(a)            Timing .  Subject to the fulfillment or waiver of the conditions set forth in Article IV hereof, the delivery of the Notes and the Warrant (the “ Closing ”) shall take place on or about ______________ or such other date as the Purchaser and the Company may agree upon (the “ Closing Date ”).

(b)            Closing .  On the Closing Date, the Company shall deliver to the Purchaser (i) one or more Notes in definitive form, in such denomination or denominations as Purchaser may instruct the Company, and registered in the name of the Purchaser, with any transfer taxes payable in connection with the transfer of the Notes to the Purchaser duly paid, (ii) one or more Warrants for the Warrant Shares, registered in Purchaser’s name, and (iii) a copy of the Registration Rights Agreement duly executed by the Company.  In addition, each party shall deliver all documents, instruments and writings required to be delivered by such party pursuant to this Agreement at or prior to the Closing.  The Notes shall be fully paid for by the Purchaser as of the Closing Date.

Section 2.1     Representations and Warranties of the Company .  The Company hereby makes the following representations and warranties to the Purchaser as of the date hereof and the Closing Date:

(a)            Organization and Qualification; Material Adverse Effect .  The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware.  The Company is duly qualified and in good standing as a foreign corporation in each jurisdiction in which the character or location of its assets or properties (owned, leased or licensed) or the nature of its business makes such qualification necessary (including every jurisdiction in which it owns or leases real property), except for such jurisdictions where the failure to so qualify would not have a Material Adverse Effect.  For purposes of this Agreement, “ Material Adverse Effect ” means any adverse effect on the business, operations, properties or financial condition of the Company that is (either alone or together with all other adverse effects) material to the Company, and any material adverse effect on the transactions contemplated under this Agreement or any other agreement or document contemplated hereby or thereby.  Each of the Company’s subsidiaries is validly existing as a corporation, limited liability company or partnership, as applicable, in its respective jurisdiction of formation.   Schedule 2.1(a) hereto identifies each of the Company’s material subsidiaries (the “ Subsidiaries ”).  All of the issued and outstanding capital stock, limited liability company interests or partnership interests, as applicable, of each Subsidiary has been duly authorized and validly issued, is fully paid and nonassessable and (except as otherwise disclosed on Schedule 2.1(a) ) is owned by the Company, directly or indirectly, free and

clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity.  The Company has all requisite corporate power and authority, as applicable, and all necessary authorizations, approvals, consents, orders, licenses, certificates and permits of and from all governmental agencies or regulatory bodies or any other person or entity, to own, lease, license and operate its assets and properties and conduct its business as now being conducted and as described in the SEC Documents (as defined below), except for such authorizations, approvals, consents, orders licenses, certificates and permits the absence of which would not have a Material Adverse Effect.

(b)            Authorization; Enforceability .  (i)  The Company has all requisite corporate power and authority to enter into and perform its obligators under the Transaction Documents in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of the Company or its directors is required, (iii) the Transaction Documents have been, or at the Closing will be, duly executed and delivered by the Company, (iv) assuming they have been duly executed and delivered by the Purchaser (in the case of this Agreement, and the Registration Rights Agreement), the Transaction Documents constitute, or at the Closing will constitute, valid and binding obligations of the Company, enforceable against it in accordance with their terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of creditors' rights and remedies or by other equitable principles of general application, and (B) to the extent the indemnification provisions contained in this Agreement and the Registration Rights Agreement may be limited by applicable federal or state securities laws.

(c)            Capitalization.   As of the date hereof, except as described in this Section 2.1(c), disclosed in Schedule 2.1(c) or disclosed in the SEC Documents, (i) none of the Company’s equity securities are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company, (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any equity securities of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional equity securities of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any equity securities of the Company or any of its Subsidiaries, (iii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act of 1933, as amended (“ Securities Act” or “1933 Act ”) (except the Registration Rights Agreement), (iv) other than the Notes, there are no outstanding securities of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries, (v) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Notes as described in this Agreement and (vi) the Company does not have any unit appreciation rights or “phantom unit” plans or agreements or any similar plan or agreement.

(d)            No Conflicts .  The execution, delivery and performance of the Transaction Documents by the Company, and the consummation by it of the transactions contemplated hereby and thereby and issuance of the Notes and the Warrants will not (i) result in a violation of the Company's Certificate of Incorporation or Bylaws; (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, except as would not reasonably be expected to have a Material Adverse Effect or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and the rules and regulations of the Nasdaq Global Select Market (the " Principal Market ") or other principal securities exchange or trading market on which the Company’s Common Stock is traded or listed) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected.  Neither the Company nor its Subsidiaries is in violation of any term of, or in default under, (x) its organizational documents or limited partnership agreements, respectively, (y) any material contract, agreement, mortgage, indebtedness, indenture, instrument, or (z) any judgment, decree or order or any statute, rule or regulation applicable to the Company or its Subsidiaries, the non-compliance with which (in the case of (x), (y) or (z)) would reasonably be expected to have a Material Adverse Effect.  Except as specifically contemplated by this Agreement and as required under the 1933 Act, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under, or contemplated by, the Transaction Documents, or the issuance of the Notes, or Warrants, in accordance with the terms hereof or thereof.

(e)            SEC Documents; Financial Statements .  Since July 1, 2008, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”) (all of the foregoing filed prior to the date hereof and all exhibits and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “ SEC Documents ”).  The Company has delivered to the Purchaser or its representatives true and complete copies of any SEC Documents that were not filed electronically via the SEC’s Electronic Data Gathering, Analysis and Retrieval system.  As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto.  Such financial statements have been prepared in accordance with accounting principles, generally accepted in the United States, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

(f)            Absence of Certain Changes .  Except as disclosed in the Company’s Annual Report on Form 10-K for the year ended September 30, 2008 (the “ Company’s 10-K ”) or the other SEC Documents, there has been no adverse change or adverse development in the business, properties, assets, operations, financial condition, prospects, liabilities or results of operations of the Company which has had or, to the knowledge of the Company, is reasonably likely to have a Material Adverse Effect.  The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings.

(g)            Absence of Litigation .  To the Company’s knowledge, except as disclosed in Schedule 2.1(g) , there are no pending or threatened legal proceedings or investigations, other than routine litigation incidental to the Company’s business, to which the Company or any of its Subsidiaries is a party or of which any of their property is the subject which would have a Material Adverse Effect (i) except as set forth in the SEC Documents and (ii) except which individually and in the aggregate, respectively, would not be reasonably likely to result in liability to the Company in excess of $250,000 and $1,000,000, respectively.

(h)            Acknowledgment Regarding Purchaser’s Purchase of Securities .  The Company acknowledges and agrees that the Purchaser is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby.  The Company further acknowledges that the Purchaser is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby.  The Company further represents to the Purchaser that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

(i)            No Integrated Offering .  Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of Notes and Warrants to the Purchaser to be integrated with prior offerings by the Company for purposes of the 1933 Act and, as a result thereof, be required to be registered under the 1933 Act or any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of the Principal Market, that would require that this Offering be approved by the Company’s shareholders, nor will the Company or any of its Subsidiaries take any action or steps that would cause the offering of the Notes to be integrated with other offerings in violation of the 1933 Act or the applicable shareholder approval provisions of the Principal Market.

whose departure would be reasonably likely to result in a Material Adverse Effect has notified the Company in writing that such officer intends to leave the Company or otherwise terminate such officer’s employment with the Company.

(k)            Intellectual Property Rights .  The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted, except as would not reasonably expect to have a Material Adverse Effect.  Except as set forth in the SEC Documents, none of the Company’s trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets or other intellectual property rights have expired or terminated, or are expected to expire or terminate within two (2) years from the date of this Agreement, except as would not be reasonably expected to have a Material Adverse Effect.  The Company and its Subsidiaries do not have any knowledge of any infringement by the Company or its Subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other similar rights of others, or of any such development of similar or identical trade secrets or technical information by others.

(l)            Environmental Laws .  (A)  The Company and its Subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“ Environmental Laws ”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval where such noncompliance or failure to receive permits, licenses or approvals referred to in clauses (i), (ii) or (iii) above would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

                      (B)  Except as disclosed in the SEC Documents, (i) there has been no storage, disposal, generation, manufacture, refinement, transportation, handling or treatment of toxic wastes, hazardous wastes or hazardous substances by the Company or its Subsidiaries (or to the knowledge of the Company, any of their predecessors in interest) at, upon or from any of the property now or previously owned or leased by the Company or its Subsidiaries in violation of any applicable law, ordinance, rule, regulation, order, judgment, decree or permit or which would require remedial action under any applicable law, ordinance, rule, regulation, order, judgment, decree or permit, except for any violation or remedial action which would not have a Material Adverse Effect; (ii) there has been no material spill, discharge, leak, emission, injection, escape, dumping or release of any kind onto such property or into the environment surrounding such property of any toxic wastes, solid wastes, hazardous wastes or hazardous substances due to or caused by the Company or any of its Subsidiaries, except for any such spill, discharge, leak emission, injection, escape, dumping or release which would not have a Material Adverse Effect; and (iii) the terms “hazardous wastes,” “toxic wastes” and “hazardous substances” shall have the meanings specified in any applicable local, state, federal and foreign laws or regulations with respect to environmental protection.

(m)            Title .  The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in the ordinary course of business as currently conducted, in each case free and clear of all liens, encumbrances and defects except such as are described in the SEC Documents, Schedule 2.1(m) or such as do not materially interfere with the use of such property by the Company or any of its Subsidiaries  in the ordinary course of business as currently conducted.  Any material real property and facilities held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as do not materially interfere with the use made of such property and buildings by the Company and its Subsidiaries in the ordinary course of business as currently conducted.

(n)            Regulatory Permits .  The Company and its Subsidiaries possess all material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities, necessary to conduct their respective businesses, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit except as would reasonably be expected not to have a Material Adverse Effect.

(o)            Internal Accounting Controls .  The Company maintains 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.

(p)            Foreign Corrupt Practices Act .  Except as would not reasonably be expected to have a Material Adverse Effect, neither the Company, nor any director, officer, agent, employee or other person acting on behalf of the Company or any Subsidiary has, in the course of acting for, or on behalf of, the Company, directly or indirectly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; directly or indirectly made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any similar treaties of the United States; or directly or indirectly made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government or party official or employee.

(q)            Tax Status .  Except as set forth in the Company’s 10-K or the other SEC Documents, the Company has made or filed all United States federal and state income and all other tax

returns, reports and declarations required by any jurisdiction to which it is subject and (i) has paid all taxes and other governmental assessments and charges, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and (ii) has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply.  There are no unpaid taxes claimed to be due by the taxing authority of any jurisdiction, and the Company is not aware of any basis for any such claim.

(r)            Certain Transactions .  Except as set forth in the Company’s 10-K or the other SEC Documents and except for arm’s length transactions pursuant to which the Company makes payments in the ordinary course of business upon terms no less favorable than the Company could obtain from third parties and other than the grant of stock options disclosed on Schedule 2.1(c) or in the Company’s 10-K or the other SEC Documents, none of the officers, directors or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director or any such employee has a substantial interest or is an officer, director, trustee or partner.

(s)            Obligations .  Except to the extent (if any) specifically set forth in the Transaction Documents, the Company’s obligations thereunder are not subject to any right of set off, counterclaim, delay or reduction.

(t)            Sarbanes-Oxley Act .  The Company is in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 and any and all applicable rules and regulations promulgated by the SEC thereunder, except where such noncompliance would not have, individually or in the aggregate, a Material Adverse Effect.

(u)            Investment Company Status .  The Company is not an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “ Investment Company Act ”), and shall conduct its business in a manner so that it will not become subject to the Investment Company Act.

(v)            Listing and Maintenance Requirements .  Since July 1, 2008, the Company has been in compliance with all listing and maintenance requirements for the Principal Market except, in each case, as could not reasonably be expected to result in a Material Adverse Effect.  Since July 1, 2008, the Company has not received any communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of its common stock from the Principal Market.

(w)            Brokers.   The Company has taken no action that would give rise to any claim by any person for brokerage commissions, finder’s fees or similar payments by the Company, or the Purchaser, relating to this Agreement or the transactions contemplated hereby.

Section 2.2   Representations and Warranties of the Purchaser .  The Purchaser hereby makes the following representations and warranties to the Company as of the date hereof and the Closing Date:

(a)            Accredited Investor Status; Sophisticated Purchaser .  The Purchaser is an accredited investor within the meaning of Rule 501 under the 1933 Act and, if an entity, is a “qualified institutional buyer” within the meaning of Rule 144A under the 1933 Act and is able to bear the risk of its investment in the Notes, Warrants and Warrant Shares.  The Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Notes, Warrants and Warrant Shares.

(b)            Information .  The Purchaser and its advisors, if any, have been furnished with all information relating to the business, finances and operations of the Company and the offer and sale of the Notes, Warrants and Warrant Shares which has been requested by the Purchaser.  The Purchaser and its advisors, if any, have been afforded the opportunity to ask questions of, and receive answers from, the Company.  Neither such inquiries nor any other due diligence investigations conducted by the Purchaser or its advisors, if any, or its representatives shall modify, amend or affect the Purchaser’s right to rely on the Company’s representations and warranties contained in Section 2.1 above.  The Purchaser understands that its investment in the Notes, Warrants and Warrant Shares involves a high degree of risk.  The Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Notes and the Warrants.

(c)            No Governmental Review .  The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Notes, Warrants and Warrant Shares or the fairness or suitability of an investment therein, nor have such authorities passed upon or endorsed the merits thereof.

(d)            Authorization; Enforcement .  Each of this Agreement and the Registration Rights Agreement has been, or on the Closing Date shall be, duly and validly authorized, executed and delivered on behalf of the Purchaser and is or will be on the Closing Date a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms, subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.  The Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement and the Registration Rights Agreement and each other agreement entered into by the parties hereto in connection with the transactions contemplated by this Agreement.

(e)            Residency .  The Purchaser is a resident of the State of __________.

(f)            No Conflicts .  The execution, delivery and performance of each of this Agreement and the Registration Rights Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated hereby and thereby will not (i) (if the Purchaser is an entity) result in a violation of the certificate of incorporation, by-laws or other documents of organization of the

Purchaser, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Purchaser is bound, or (iii) result in a violation of any law, rule, regulation or decree applicable to the Purchaser.

(g)            Purchaser Representation .  The Purchaser is purchasing the Notes and acquiring this Warrant and, if the Warrant is exercised, the Warrant Shares for its own account and not with a view to distribution in violation of any securities laws.  The Purchaser has been advised and understands that the Notes, the Warrants and the Warrant Shares have not been registered under the 1933 Act or under the “blue sky” laws of any jurisdiction and may be resold only if registered pursuant to the provisions of the 1933 Act or if Purchaser delivers an opinion of counsel to the Company that an exemption from registration is available or that registration is not required by law.  The Purchaser has been advised and understands that the Company, in issuing the Notes and Warrants, is relying upon, and, in issuing Warrant Shares, will be relying upon, among other things, the representations and warranties of the Purchaser contained in this Section 2.2 in concluding that such issuance is a “private offering” and is exempt from the registration requirements of the 1933 Act.

(h)            Rule 144 .  The Purchaser understands that there is no public trading market for the Notes and the Warrants, that none is expected to develop, and that each of the Notes, the Warrants and the Warrant Shares must be held indefinitely unless and until registered under the 1933 Act or an exemption from registration is available.  The Purchaser has been advised or is aware of the provisions of Rule 144 promulgated under the 1933 Act.  The Purchaser understands that each Note, Warrant and Warrant Share will bear a legend substantially as follows until such legend shall no longer be necessary or advisable because the Notes, Warrant or Warrant Shares, as the case may be, are no longer subject to the restrictions on transfer described therein:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS.

For the Warrant:

THIS WARRANT AND THE SECURITIES FOR WHICH THIS WARRANT MAY BE EXERCISED (COLLECTIVELY, THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS.  THE

SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS.

                                (i)            Brokers .  The Purchaser has taken no action which would give rise to any claim by any person for brokerage commissions, finder's fees or similar payments by the Company or the Purchaser relating to this Agreement or the transactions contemplated hereby.

Section 3.1     Securities Compliance . As and to the extent required, the Company shall notify the SEC and the Principal Market of, and make all required filings with the SEC and the Principal Market with respect to, the transactions contemplated by this Agreement and the Registration Rights Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation, for the legal and valid issuance of the Notes, Warrants and, if the Warrants are exercised, the Warrant Shares.

Section 3.2      Best Efforts .  The parties shall use their best efforts to satisfy timely each of the conditions described in Article IV of this Agreement.

Section 3.3      Blue Sky Laws .  The Company shall take such actions as it reasonably determines are required to comply with all “blue sky” laws applicable to the issuance of the Notes and Warrants hereunder; provided, however, that the Company shall not be required in connection therewith to register or qualify as a foreign entity in any jurisdiction where it is not so qualified or to take any action that would subject it to service of process in suits or taxation, in each case, in any jurisdiction where it is no so subject.

Section 3.4      Publicity .  The Company shall have the right to file a Report on Form 8-K with the SEC, which shall describe the issuance of the Notes and Warrants and which shall include the Transaction Documents as exhibits, whether or not required by the 1934 Act.

Section 3.5       Senior Debt .

(a)           Within two business days of the Closing date, the Company shall use not less than 30% of the Purchase Price to repay amounts outstanding under its credit facility with TD Bank, N.A.  Not more than 60 days from the Closing Date, the Company shall reduce the maximum amount of outstanding debt available under its credit facility with TD Bank, N.A. to an amount not to exceed twenty million dollars ($20,000,000).

(b)           Except for the Senior Debt described on Schedule I to Exhibit A hereto, the Company shall not make or incur additional indebtedness that is, or modify any current indebtedness to be, senior in right, priority and preference to the rights of holders of the Notes, except insofar as such debt is in replacement of existing Senior Debt (as defined in Exhibit A hereto) pursuant to

an amendment or termination of the facilities described on Schedule I to Exhibit A, and which amendment, refinancing or termination is consistent with the provisions of Section 8(k) of Exhibit A.

Section 3.6     Dividends.  Until all of the outstanding Notes have been paid in full, retired or have been repurchased by the Company or its Subsidiaries, without the prior approval of all holders of the Notes, the Company may not declare or pay (i) a quarterly cash dividend in excess of $0.03 per share unless the Company's basic earnings per common share from continuing operations from the preceding fiscal quarter, determined in accordance with generally accepted accounting principles in the United States, are greater than $0.25 per share, or (ii) any special cash dividends.

Section 4.1     Conditions Precedent to the Obligations of the Company .  The obligation hereunder of the Company to issue the Notes and Warrants and execute the Registration Rights Agreement at the Closing is subject to the satisfaction, at or before the Closing, of each of the applicable conditions set forth below.  These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion.

(a)            Accuracy of the Purchaser's Representations and Warranties .  The representations and warranties of the Purchaser will be true and correct in all material respects as of the date when made and as of the Closing Date, as though made at that time (except for representations and warranties as of an earlier date, which shall be true and correct in all material respects as of such date).

(b)            Performance by the Purchaser .  The Purchaser shall have performed all agreements and satisfied all conditions required to be performed or satisfied by the Purchaser at or prior to the Closing.

(c)            No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

Section 4.2      Conditions Precedent to the Obligations of the Purchaser .  The obligation hereunder of the Purchaser to purchase the Notes is subject to the satisfaction, at or before the Closing, of each of the applicable conditions set forth below.  These conditions are for the Purchaser's sole benefit and may be waived by the Purchaser at any time in its sole discretion.

(a)            Accuracy of the Company's Representations and Warranties .  The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties as of an earlier date, which shall be true and correct in all material respects as of such date).

(b)            Performance by the Company .  The Company shall have performed all agreements and satisfied all conditions required to be performed or satisfied by the Company at or prior to the Closing.

(c)            Trading .  From the date hereof to the Closing Date, trading in the Company's common stock shall not have been suspended by the SEC and trading in securities generally as reported by the Principal Market shall not have been suspended or limited.

(d)            No Injunction .  No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by the Transaction Documents

(e)            Registration Rights Agreement .  The Company and the Purchaser shall have executed and delivered the Registration Rights Agreement.

(f)            Officer's Certificates .  The Company shall have delivered to the Purchaser a certificate in form and substance satisfactory to the Purchaser and the Purchaser's counsel, executed by an officer of the General Partner, certifying as to satisfaction of closing conditions, incumbency of signing officers, and the true, correct and complete nature of the charter documents, good standing and authorizing resolutions of the Company.

Section 5.1    Indemnification .

(a)            Indemnification by the Company. In consideration of the Purchaser’s execution and delivery of this Agreement and acquiring the Notes hereunder, the Company shall defend, protect, indemnify and hold harmless the Purchaser, and (if Purchaser is an entity) all of its officers, directors, employees, members, partners and direct or indirect investors, and any of the foregoing person’s agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “ Purchaser Indemnitees ”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “ Purchaser Indemnified Liabilities ”), incurred by any Purchaser Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents, (ii) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (iii) any cause of action, suit or claim brought or made against such Purchaser Indemnitee

(b)            Indemnification by the Purchaser.   The Purchaser shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, employees, members and direct or indirect investors and any of the foregoing persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “ Company Indemnitees ”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Company Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “ Company Indemnified Liabilities ”), incurred by any Company Indemnitee as a result of, or arising out of, or relating to this Agreement (i) any misrepresentation or breach of any representation or warranty made by the Purchaser in Section 2.2 of this Agreement, (ii) any breach of any covenant, agreement or obligation of the Purchaser contained in the Transaction Documents or any other certificate or document contemplated hereby or thereby, or (iii) the enforcement of this Section.  Notwithstanding the foregoing, Company Indemnified Liabilities shall not include any liability of any Company Indemnitee arising solely out of such Company Indemnitee’s willful misconduct or fraudulent action(s).  To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Company Indemnified Liabilities which is permissible under applicable law.

Section 5.2    Procedure .  Each party entitled to indemnification under this Article V (the “ Indemnified Party ”) shall give notice to the party required to provide indemnification (the “ Indemnifying Party ”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article V except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice.  No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not

include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.  Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Section 6.1    Governing Law .  THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.  EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER.  EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF TO SUCH PARTY AT THE ADDRESS FOR SUCH NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF.  NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.  IF ANY PROVISION OF THIS AGREEMENT SHALL BE INVALID OR UNENFORCEABLE IN ANY JURISDICTION, SUCH INVALIDITY OR UNENFORCEABILITY SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THIS AGREEMENT IN THAT JURISDICTION OR THE VALIDITY OR ENFORCEABILITY OF ANY PROVISION OF THIS AGREEMENT IN ANY OTHER JURISDICTION.  EACH PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY.

Section 6.2     Counterparts .  This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

Section 6.3     Headings .  The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

Section 6.4    Severability .  If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

Section 6.5    Entire Agreement; Amendments; Waivers .  This Agreement supersedes all other prior oral or written agreements between the Purchaser, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters.  No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Purchaser, and no provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought.

Section 6.6    Notices .  Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing, must be delivered by (i) courier, mail or hand delivery or (ii) facsimile, and will be deemed to have been delivered upon receipt. The addresses and facsimile numbers for such communications shall be:

If to the Company:

Resource America, Inc

One Crescent Drive

Navy Yard Corporate Center

Philadelphia, PA  19112

Telephone:                    (215) 546-5005

Facsimile:                      (215) 546-5308

Attention:                      Jeffrey F. Brotman

If to the Purchaser:

As set forth on Schedule I hereto

Each party shall provide five (5) days prior written notice to the other party of any change in address, telephone number or facsimile number.  Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

Section 6.7     Successors and Assigns .  Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any Assignee of Purchaser (“ Assignee ”).  The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchaser, including by merger or consolidation.  The Purchaser may assign some or all of its rights hereunder to any assignee of the Notes or Warrants to the extent the Assignee signs a counterpart signature page to this Agreement or a joinder agreement and subject to the compliance with the requirements of Section 2.2(g) hereof.

Section 6.8     No Third Party Beneficiaries .  This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

Section 6.9     Survival .  The representations, warranties and agreements of the Company and the Purchaser contained in the Agreement shall survive the Closing.

Section 6.10   Further Assurances .  Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

Section 6.11   No Strict Construction .  The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

Section 6.12   Remedies .  The Purchaser and each Assignee of Purchaser (“ Assignee ”) shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which such holders have under any law.  Any person having any rights under any provisions of the Transaction Documents shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of the Transaction Documents and to exercise all other rights granted by law.  The Purchaser and each Assignee without prejudice may withdraw, revoke or suspend its pursuit of any remedy at any time prior to its complete recovery as a result of such remedy.

IN WITNESS WHEREOF , the parties hereto have caused this Purchase Agreement to be duly executed as of the date and year first above written.

SENIOR NOTE

Philadelphia, Pennsylvania

Dated:  _____________

i.           Change the amount, manner, place or terms of payment or change or extend the time of payment of or renew or alter the Senior Debt (including increasing the principal amount thereof), or any part thereof, or amend, supplement or replace the documents evidencing the facilities in any manner or enter into or amend, supplement or replace in any manner any other agreement relating to the Senior Debt;