SUBORDINATED GUARANTOR SECURITY AGREEMENT

EXHIBIT 10.24

SUBORDINATED GUARANTOR SECURITY AGREEMENT

          THIS SUBORDINATED GUARANTOR SECURITY AGREEMENT (together with all amendments and other modifications, if any from time to time hereto, this “ Security Agreement ”), is dated as of February 20, 2009, by and among EACH OF THE GRANTORS SIGNATORY HERETO AND EACH ADDITIONAL PARTY THAT BECOMES A GRANTOR HERETO PURSUANT TO SECTION 23 HEREOF (together with their respective successors and assigns, collectively “ Grantors ” and each individually “ Grantor ”), and Asta Group, Incorporated ( “ Asta Group ”).

W I T N E S S E T H :

     Whereas, pursuant to two subordinated promissory notes, dated the date hereof, one in the principal amount of $7,526,278 (the “$7.5 Million Note ”) and one in the principal amount of $700,000 (the “$700,000 Note ,” and with the $7.5 Million Note, the “ Notes ”), Asta Funding, Inc. (“ Asta Funding ”) has agreed to pay Asta Group the respective principal amounts of $7,526,278 and $700,000, plus interest thereon;

     Whereas, in connection with the fourth amendment to that certain receivables financing agreement, dated as of March 2, 2007 (as amended, supplemented or otherwise modified from time to time, the “ Receivables Financing Agreement ”), among Palisades Acquisition XVI, LLC (the “ Borrower ”), Palisades Collection, L.L.C., as servicer, Fairway Finance Company, LLC, BMO Capital Markets Corp., as administrator and collateral agent (the “ BMO Collateral Agent ”), and Bank of Montreal, Asta Group collaterally assigned the $700,000 Note to the Collateral Agent, as additional security for the obligations of the Borrower under the Receivables Financing Agreement;

     Whereas, the Grantors have entered into the Subordinated Limited Recourse Guaranty Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “ Guaranty ”) in favor of Asta Group;

     WHEREAS, the Grantors have agreed to grant a security interest in certain collateral to Asta Group in order to secure the Grantors’ obligations to Asta Group under the Guaranty;

     WHEREAS, the senior secured creditors of Grantors have, as a condition to consenting to the Guaranty and this Security Agreement, required that Asta Group subordinate their liens and claims as set forth in the Senior Creditor Intercreditor Agreement;

     WHEREAS, the Grantors and Asta Funding have agreed to grant a security interest in certain collateral to the BMO Collateral Agent in order to further secure the Borrower’s obligations under the Receivables Financing Agreement; and

     WHEREAS, the BMO Collateral Agent and Asta Group have agreed to enter into the Junior Creditor Intercreditor Agreement to provide, among other things, that its liens will be pari pasu .

     NOW, THEREFORE, THE PARTIES HERETO FOR GOOD AND VALUABLE CONSIDERATION AGREE AS FOLLOWS:

          1. DEFINED TERMS .

               (a) Unless otherwise defined herein, terms defined in the Guaranty are used in this Security Agreement (including the recitals hereof) as therein defined. All other terms contained in this Security Agreement, unless the context indicates otherwise or such terms are defined below, have the meanings provided for by the UCC to the extent the same are used or defined therein and, otherwise, as set forth in the Guaranty. In addition, the following terms shall have the following meanings (such meanings to be applicable to both the singular and plural forms of the terms defined):

               “ Asta Funding ” has the meaning set forth in the preamble ; or its permitted successors or assigns.

               “ Collateral ” has the meaning set forth in Section 2 .

               “ Asta Group ” has the meaning set forth in the preamble ; or its permitted successors or assigns.

               “ Event of Default ” has the meaning set forth in either of the Notes.

               “ Excluded Assets ” has the meaning set forth in Section 2(a) .

               “ Guaranty ” has the meaning set forth in the preamble .

               “ IDB ” means Israel Discount Bank of New York, a New York banking corporation, in its capacity as collateral agent, together with its successors and assigns.

               “ Loan Agreement ” means the Fourth Amended and Restated Loan Agreement, entered into as of July 11, 2006, by and among Asta Funding, each of the borrowers party thereto, each of the guarantors party thereto, IDB and Merrill Lynch Capital, as amended, supplemented or otherwise modified from time to time.

               “ Intercreditor Agreements ” means the Senior Lender Intercreditor Agreement and the Junior Lender Intercreditor Agreement.

               “ Junior Lender Intercreditor Agreement ” means the intercreditor agreement, dated as of the date hereof, by and between Asta Group and the BMO Collateral Agent.

               “ Lien ” means any mortgage, lien, pledge, charge, right, claim, security interest or encumbrance of any kind of or on any Person’s assets or properties in favor of any other Person (including any UCC financing statement or any similar instrument filed against such Person’s assets or properties).

               “ Permitted Encumbrances ” means any “Senior Lien” (as defined in the Senior Lender Intercreditor Agreement), any “Junior Lien” (as defined in the Junior Lender Intercreditor Agreement), Liens permitted under any “Senior Indebtedness” (as defined in the Senior Lender Intercreditor Agreement) or otherwise consented to by the “Senior Agent” (as defined in the Senior Lender Intercreditor Agreement), and purchase money Liens against assets other than Portfolios.

               “ Portfolio ” means each group or pool or consumer loans acquired by any of the Borrowers (as defined in the IDB Loan Agreement) from a single seller (or seller and its affiliates) in a single purchase transaction, which consumer loans are recorded and administered in the books and records of the Borrower acquiring the same as a separate group or pool of consumer loans.

               “ Portfolio Acquisition Document ” means the purchase and other agreements between a Credit Party (as defined in the Loan Agreement) and the seller of each Portfolio, as each may be amended.

               “ Security Agreement ” has the meaning set forth in the preamble .

               “ Senior Lender Creditor Intercreditor Agreement ” means the subordination and intercreditor agreement, dated as of the date hereof, by and between IDB and Asta Group.

               “ Servicing Agreement ” has the meaning set forth in Section 2(a)(xvii) .

               “ Tangible Net Worth ” means, with respect to the Grantors, the aggregate shareholders’ equity (or the equivalent thereof) of the Grantors calculated in accordance with GAAP consistently applied after subtracting therefrom the aggregate amount of the Grantors’ intangible assets (as determined in accordance with GAAP), including, without limitation, goodwill, franchises, licenses, patents, trademarks, tradenames, copyrights and service marks and after subtracting any equity of the Borrower calculated in accordance with GAAP.

               “ Tangible Net Worth Trigger Event ” means on any date that the Tangible Net Worth is less than $50,000,000.

               (b) “UCC jurisdiction” means any jurisdiction that has adopted all or substantially all of Article 9 as contained in the 2000 Official Text of the Uniform Commercial Code, as recommended by the National Conference of Commissioners on Uniform State Laws and the American Law Institute, together with any subsequent amendments or modifications to the Official Text.

          2. GRANT OF LIEN .

               (a) To secure the prompt and complete payment, performance and observance of all of the Guaranteed Obligations, each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to Asta Group, a security interest in and Lien that is prior to any Lien or security interest other than Permitted Encumbrances upon all of its right, title and interest in, to and under all property, including personal property and other assets,

whether now owned by or owing to, or hereafter acquired by or arising in favor of such Grantor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to, such Grantor, and regardless of where located (all of which being hereinafter collectively referred to as the “ Collateral ”), including, without limitation, the following:

                    (i) all Accounts;

                    (ii) all Chattel Paper (including Electronic chattel paper and Tangible chattel paper);

                    (iii) all Documents;

                    (iv) all General Intangibles (including Payment intangibles and Software and tax refunds);

                    (v) all Contracts;

                    (vi) all Licenses;

                    (vii) all Goods (including Inventory, Equipment and Fixtures);

                    (viii) all Consumer Loans;

                    (ix) all Instruments;

                    (x) all Investment Property;

                    (xi) all Intellectual Property;

                    (xii) all Deposit Accounts and Securities Accounts of any Grantor, and all other bank accounts and all deposits therein;

                    (xiii) all money, cash or cash equivalents of any Grantor;

                    (xiv) all Supporting Obligations and Letter-of-credit rights of any Grantor;

                    (xv) all Commercial tort claims;

                    (xvi) without limiting any of the foregoing, all Portfolios and Portfolio Acquisition Documents and all accounts receivable, consumer receivables, rights to payment of a monetary obligation, whether or not earned by performance, and other Accounts constituting any or all of the Portfolios;

                    (xvii) the Collateral (as defined in the Senior Lender Intercreditor Agreement); and

                    (xviii) all right, title and interest of Grantors in and to all servicing agreements, master servicing agreements, servicing and collection agreements and other similar contracts and agreements relating to any Portfolio (or any portion of a Portfolio) or Account (the “ Servicing Agreements ”) and any right to payment arising under the Servicing Agreements; and to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing.

Notwithstanding the foregoing, the Collateral shall not include any assets leased or licensed to any Grantor from any unaffiliated third party if the granting of a security interest therein is prohibited by or otherwise would materially breach the terms of such lease or license (the property covered by such lease or license being hereinafter referred to as “ Excluded Assets ”).

          3. COLLATERAL AGENT’S AND SECURED PARTIES’ RIGHTS: LIMITATIONS ON COLLATERAL AGENT’S AND SECURED PARTIES’ OBLIGATIONS .

               (a) It is expressly agreed by Grantors that, anything herein to the contrary notwithstanding, each Grantor shall remain liable for the Collateral and all aspects of the Collateral. Asta Group shall have no obligation or liability under any Contract or License by reason of or arising out of this Security Agreement or the granting herein of a security interest or Lien thereon or the receipt by Asta Group of any payment relating to any Contract or License pursuant hereto. Asta Group shall not be required or obligated in any manner to perform or fulfill any of the obligations of any Grantor under or pursuant to any Contract or License, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any Contract or License, or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

               (b) Subject to the terms of the Intercreditor Agreements and the limitations set forth in the Guaranty, Asta Group may, at any time upon the occurrence and continuance of an Event of Default, upon notice to any Grantor, notify account debtors and/or servicers thereof and other Persons obligated on the Collateral that Asta Group has a security interest therein, and that payments shall be made directly to Asta Group upon the occurrence of an Event of Default. Subject to the terms of the Intercreditor Agreements and the limitations set forth in the Guaranty, upon the occurrence and during the continuance of an Event of Default, at the request of Asta Group, in its reasonable business discretion, each Grantor shall notify account debtors and other Persons obligated on the Collateral that Asta Group has a first-priority security interest in the Collateral (subject to Permitted Encumbrances). Once any such notice has been given to any account debtor or other Person obligated on the Collateral, the affected Grantor shall not give any contrary instructions to such account debtor or other Person without Asta Group’s prior written consent.

               (c) Subject to the terms of the Intercreditor Agreements and the limitations set forth in the Guaranty, Asta Group may at any time in Asta Group’s own name, in the name of a nominee of Asta Group or in the name of any Grantor communicate (by mail, telephone, facsimile or otherwise) with account debtors and/or servicers thereof, any parties to

Contracts and obligors in respect of Instruments to verify, to Asta Group’s satisfaction, the existence, amount, terms of, and any other matter relating to, Accounts, payment intangibles, Instruments or Chattel Paper or other Collateral.

          4. REPRESENTATIONS AND WARRANTIES . Each Grantor represents and warrants that:

               (a) Each Grantor has rights in and the power to transfer each item of the Collateral (other than Excluded Assets) upon which it purports to grant a security interest and Lien hereunder, free and clear of any and all Liens other than Permitted Encumbrances.

               (b) No effective security agreement, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Collateral is on file or of record in any public office, except such as may have been filed (i) by any Grantor in favor of Asta Group pursuant to this Security Agreement or the other Guarantor Security Documents, (ii) in connection with any other Permitted Encumbrances, and (iii) financing statements describing a Grantor’s purchase or sale of Collateral.

               (c) This Security Agreement is effective to create a valid and continuing security interest in and other Lien (as applicable) on the Collateral and, upon the filing of the appropriate financing statements listed on Schedule I attached hereto, a perfected security interest in favor of Asta Group on the Collateral, with respect to which a security interest may be perfected by filing pursuant to the UCC. Such security interest in favor of Asta Group is senior and prior to all other security interests and Liens in the Collateral, except Permitted Encumbrances, and is enforceable as such as against any and all creditors of and purchasers from any Grantor (other than purchasers and lessees of Accounts in the ordinary course of business and non-exclusive licensees of General Intangibles in the ordinary course of business). All action by any Grantor necessary or reasonably desirable to protect and perfect such Lien on each item of the Collateral has been duly taken which can be perfected by filing a UCC financing statement.

               (d) Upon the occurrence of the Tangible Net Worth Trigger Event (for so long as the Tangible Net Worth Trigger Event continues) and to the extent that all Senior Indebtedness has been Paid in Full, upon the request of Asta Group, the Grantors shall prepare a schedule from time to time upon the request of Asta Group listing all Instruments and Chattel Paper of each Grantor. The Lien of Asta Group on the Collateral listed on such schedule is senior and prior to all other Liens, except Permitted Encumbrances, that would be prior to the Liens in favor of Asta Group as a matter of law, and is enforceable as such against any and all creditors of and purchasers from any Grantor.

               (e) Each Grantor’s name as it appears in official filings in the state of its incorporation or other organization, the type of entity of each Grantor (including corporation, partnership, limited partnership or limited liability company), organizational identification number issued by each Grantor’s state of incorporation or organization or a statement that no such number has been issued, each Grantor’s state of organization or incorporation, and the location of each Grantor’s chief executive office, are set forth on Schedules [IIA] — [ IIG] , respectively, hereto. Each Grantor has only one state of incorporation or organization.

               (f) With respect to Accounts: (i) the Accounts are owned by Grantors, free and clear of all Liens, except for Permitted Encumbrances; and (ii) Grantors have the right to pursue the collection of the Accounts.

          5. COVENANTS . Each Grantor, jointly and severally, covenants and agrees with Asta Group that from and after the date of this Security Agreement and until the Guaranteed Obligations have been indefeasibly paid in full:

               (a)  Further Assurances .

                    (i) Upon the occurrence of the Tangible Net Worth Trigger Event (for so long as the Tangible Net Worth Trigger Event continues), upon the written request of Asta Group and at the sole expense of Grantors, each Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions with respect to any Collateral valued (in accordance with GAAP) at or above twenty-five thousand dollars ($25,000) as Asta Group may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted. Each Grantor hereby authorizes Asta Group to file and record in such public records offices as Asta Group may reasonably determine such financing statements as Asta Group may reasonably determine relative to the transactions contemplated by this Security Agreement.

                    (ii) Each Grantor hereby irrevocably authorizes Asta Group any time and from time to time to file in any filing office in any UCC jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor agrees to furnish any such information to Asta Group promptly upon request. Each Grantor also ratifies its authorization for Asta Group to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

                    (iii) Subject to the terms of the Intercreditor Agreements, upon the occurrence of the Tangible Net Worth Trigger Event, upon the request of Asta Group, each Grantor shall promptly notify Asta Group of any material commercial tort claim (as defined in the UCC) acquired by it and unless otherwise consented by Asta Group, such Grantor shall enter into a supplement to this Security Agreement, granting to Asta Group a Lien in such material commercial tort claim.

               (b)  Maintenance of Records . Grantors shall keep and maintain, at their own cost and expense, records of the Collateral kept in the ordinary course of business, including a record of any and all payments received and any and all credits granted with respect to the Collateral and all other dealings with the Collateral.

               (c)  Indemnification . Subject to the limitations set forth in the Intercreditor Agreements and the Guaranty, in any suit, proceeding or action brought by Asta Group relating to any Collateral for any sum owing with respect thereto or to enforce any rights or claims with respect thereto, each Grantor will save, indemnify and keep Asta Group harmless from and against all expense (including reasonable attorneys’ fees and expenses), loss or damage suffered by reason of any defense, setoff, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or other Person obligated on the Collateral, arising out of a breach by any Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to, or in favor of, such obligor or its successors from such Grantor, except in the case of Asta Group, to the extent: (i) such expense, loss, or damage is attributable to the gross negligence or willful misconduct of Asta Group as finally determined by a court of competent jurisdiction, or (ii) of Asta Group’s failure to act in a commercially reasonable manner (as finally determined by a court of competent jurisdiction) such that such failure is determined by a court of competent jurisdiction to be egregious, unconscionable and beyond the standards of experienced commercial lenders in similar circumstances. All such obligations of Grantors shall be and remain enforceable against and only against Grantors and shall not be enforceable against Asta Group.

               (d)  Compliance with Terms of Accounts, etc. In all material respects, each Grantor will perform and comply with all obligations in respect of the Collateral and all other agreements to which it is a party or by which it is bound relating to the Collateral.

               (e)  Limitation on Liens on Collateral . No Grantor will create, permit or suffer to exist, and each Grantor will defend the Collateral against, and take such other action as is necessary to remove, any Lien on the Collateral except Permitted Encumbrances, and will defend the right, title and interest of Asta Group in and to any of such Grantor’s rights under the Collateral against the claims and demands of all Persons whomsoever.

               (f)  Limitations on Disposition. On or after the occurrence of the Tangible Net Worth Trigger Event (for so long as the Tangible Net Worth Trigger Event continues), no Grantor will sell, license, lease, transfer or otherwise dispose of any of the Collateral, or attempt or contract to do so, except for sales of Accounts and Portfolios in the ordinary course of business, as permitted by the Intercreditor Agreements or as consented to by the Senior Creditor (as defined in the Intercreditor Agreement as of the date hereof or such other definition after the date hereof as is consented to in writing by the Guarantors).

               (g)  Notices . On or after the occurrence of the Tangible Net Worth Trigger Event (for so long as the Tangible Net Worth Trigger Event continues), Grantors will advise Asta Group promptly, in reasonable detail, (i) of Liens in aggregate of $100,000 (other than Permitted Encumbrances) made or asserted against any of the Collateral, and (ii) of the occurrence of any other event which could reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the Liens created hereunder or under any other Guarantor Security Document. The Guarantors shall cause the termination of any Liens on the Collateral (other than Permitted Encumbrances) in excess of $100,000 in the aggregate within 30 days after such Liens attach to the Collateral.

               (h)  No Reincorporation . No Grantor shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof without giving at least 10 days prior notice to Asta Group.

               (i)  Terminations; Amendments Not Authorized . Except after the Guaranteed Obligations are indefeasibly paid in full in cash (in which case, each Grantor is so authorized), each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the prior written consent of Asta Group and agrees that it will not do so without the prior written consent of Asta Group.

               (j)  Tangible Net Worth Trigger Event . The Grantors shall promptly notify Asta Group of the occurrence of a Tangible Net Worth Trigger Event.

          6. REMEDIES: RIGHTS UPON DEFAULT .

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