FIRST AMENDMENT TO GUARANTY OF PAYMENT

         THIS FIRST AMENDMENT TO GUARANTY OF PAYMENT (this "Amendment") is made
and entered into as of June 20, 2004, by RESOURCE AMERICA, INC., a Delaware
corporation ("Guarantor") for the benefit of NATIONAL CITY BANK, a national
banking association ("Secured Party").

                                   BACKGROUND

         A. Guarantor has heretofore executed and delivered to Secured Party its
Guaranty of Payment, dated June 11, 2002 (the "Guaranty"), pursuant to which
Guarantor unconditionally guaranteed to Secured Party the indefeasible payment,
performance and satisfaction when due of all Obligations (as defined in the
Guaranty) of Leaf Financial Corporation ("Leaf Financial") arising of that
certain Revolving Credit Agreement and Assignment of even date therewith,
between the Leaf Financial and Secured Party (the "Credit Agreement").

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

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

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

A. Amendments. The Guaranty is hereby further amended in the following respects
effective as of the date hereof:

         1. The definition "Borrower" in Section 1 of the Guaranty is hereby
amended and restated as follows:

                  Borrower means LEAF FINANCIAL CORPORATION, a Delaware
                  corporation, and LEAF FUNDING, INC., a Delaware corporation;

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

                  guaranteed debt means, collectively, the principal of and
                  interest from time to time accruing on any and all
                  indebtedness owed by Borrower to Bank pursuant to a Revolving
                  Credit Agreement, dated as of June 11, 2002, as amended,
                  between Borrower and Bank providing for revolving credit in
                  the maximum aggregate amount of $20,000,000 (the "Revolving
                  Credit Agreement"), and all fees and other liabilities, if
                  any, incurred by Borrower and owing to Bank under such
                  Revolving Credit Agreement and includes (without limitation)
                  every such advance or other liability even if the same be
                  obtained during the existence of any default by Borrower or
                  during Guarantor's incompetence, insolvency or liquidation,
                  and each renewal or extension, if any, of the foregoing or any
                  thereof in whole or in part;





B. General Provisions.

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

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



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

                                               RESOURCE AMERICA, INC.



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

























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