Exhibit 4.4



 Exhibit 4.4 



REGISTRATION RIGHTS AGREEMENT


          
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 21, 2000,
by and among Delta Financial Corporation, a Delaware corporation (the
"Company"), and Mellon Investor Services LLC, a New Jersey limited liability
company, as warrant agent (the "Warrant Agent").


W I T N E S S E T H:


          
WHEREAS, this Agreement is being entered into in connection with the execution
and delivery of that certain Indenture dated as of the date hereof (the
"Indenture") among the Company, as issuer, each of Delta Funding Corporation, a
New York corporation, DF Special Holdings Corporation, a Delaware corporation,
Fidelity Mortgage, Inc., a Delaware corporation, DFC Financial of Canada
Limited, an Ontario, Canada corporation, DFC Funding of Canada Limited, an
Ontario, Canada corporation, Continental Property Management Corp., a New York
corporation, DFC Financial Corporation, a Delaware corporation, Delta Funding
Residual Holding Trust 2000-1, Delta Funding Residual Holding Trust 2000-2 and
U.S. Bank Trust National Association, as trustee;


          
WHEREAS, pursuant to the terms and conditions of the Indenture, the Company will
issue its 9 1/2% Senior Secured Notes due 2004 (the "New Notes"), which notes
will be exchanged (such exchange, the "Exchange") for the Company's 9 1/2%
Senior Notes due 2004 (the "Old Notes");


          
WHEREAS, subject to the terms and conditions of the Warrant Agreement (as
defined below), the Company is issuing to the holders of the New Notes warrants
(the "Warrants") to subscribe in the aggregate for up to 10% of the Common Stock
(as defined below) issued and outstanding on the date hereof;


          
WHEREAS, to induce the holders of the Old Notes to accept the issuance of the
New Notes and the Warrants by the Company as part of the Exchange, the Company
shall undertake (i) to register the resale of the Registrable Securities (as
hereinafter defined) under the Securities Act (as hereinafter defined) by those
holders of Registrable Securities who acquire Warrants in connection with the
Exchange, and (ii) to take certain other actions with respect to the Registrable
Securities as provided herein.


          NOW
THEREFORE, in consideration of the premises and the mutual agreements contained
herein, the parties hereby agree as follows:


1.  Definitions


          
Unless otherwise defined herein, capitalized terms used herein and in the
recitals above shall have the following meanings:


          
          "Advice" shall have
the meaning assigned to that term in Section 5 hereof.


          
          "Affiliates" of a
Person shall mean any Person that controls, is under common control with, or is
controlled by, such other Person. For purposes of this definition, "control"
means the ability of one Person to direct the management and policies of another
Person.


          
          "Agents" shall mean
any Person authorized to act and who acts on behalf of the Holders with respect
to the transactions contemplated by this Agreement.


          
          "Commission" shall
mean the United States Securities and Exchange Commission.


          
          "Common Stock" shall
mean the common stock, par value $0.01 per share, of the Company, as adjusted to
reflect any merger, consolidation, recapitalization, reclassification, split-up,
stock dividend, rights offering or reverse stock split made, declared or
effected with respect to such Common Stock.


          
          "Company Notice"
shall have the meaning set forth in Section 4 hereof.


          
          "Demand
Registration" shall have the meaning assigned to that term in Section 3(a)
hereof.


          
          "Exchange Act" shall
mean the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder, or any similar or successor statute.


          
          "Holders" shall mean
the Persons who are deemed to be the original parties to this Agreement pursuant
to Section 2(a) (other than the Company and the Warrant Agent) and Persons who
acquire Warrants or Registrable Securities, directly or indirectly, from any of
such original parties.


          
          "Initiating Holders"
shall have the meaning assigned to that term in Section 3(a) hereof.


          
          "Person" shall mean
an individual, corporation, partnership, limited liability company, firm, joint
venture, association, joint stock company, trust, unincorporated organization,
governmental or regulatory body or subdivision thereof or other
entity.


          
          "Piggyback
Registration Statement" shall have the meaning set forth in Section 4
hereof.


          
          "Prospectus" shall
mean the prospectus included in any Registration Statement, as amended or
supplemented by any prospectus supplement with respect to the terms of the
offering of any portion of the Registrable Securities covered by the
Registration Statement and all other amendments and supplements to the
Prospectus, including post-effective amendments and all material incorporated by
reference in such Prospectus.


          
          "Registrable
Securities" shall mean (i) any issued and outstanding Warrant Shares and any
Warrant Shares which may be acquired by the Holders upon exercise of the
Warrants and (ii) any other securities of the Company (or any successor or
assign of the Company, whether by merger, consolidation, sale of assets or
otherwise) which may be issued or issuable to the Holders with respect to, in
exchange for, or in substitution of, the Warrants and/or the Registrable
Securities referenced in clause (i) above by reason of any dividend or stock
split, combination of shares, merger, consolidation, recapitalization,
reclassification, reorganization, sale of assets or similar transaction. As to
any particular Registrable Securities, such securities shall cease to be
Registrable Securities for so long as (A) a registration statement with respect
to the sale of such securities shall have been declared effective under the
Securities Act and such securities shall have been disposed of in accordance
with such registration statement, (B) such securities are sold to the public
pursuant to Rule 144 (or any similar provisions then in force) under the
Securities Act, (C) in the reasonable judgment of the Holder of such securities,
such securities may be sold by the Holder thereof pursuant to Rule 144(k) (or
any similar provisions then in force) under the Securities Act, (D) such
securities have been otherwise transferred, a new certificate or other evidence
of ownership for them not bearing the legend restricting further transfer shall
have been delivered by the Company and in the reasonable judgment of the Holder
of such securities subsequent public distribution of them shall not require
registration under the Securities Act, or (E) such securities shall have ceased
to be outstanding.


          
          "Registration
Expenses" shall mean all expenses incident to the Company's performance of or
compliance with this Agreement, including without limitation all registration
and filing fees, including with respect to filings required to be made with any
stock exchange on which the Company's securities are then listed, fees and
expenses of compliance with securities or blue sky laws (including reasonable
fees and disbursements of counsel for the underwriters in connection with blue
sky qualifications of the Registrable Securities and determination of their
eligibility for investment under the laws of such jurisdictions as the managing
underwriters or holders of a majority of the Registrable Securities being sold
may designate), printing expenses, messenger, telephone and delivery expenses,
the fees, disbursements and other charges of counsel for the Company and of its
independent public accountants, including the expenses incurred in connection
with "cold comfort" letters required by or incident to such performance and
compliance, any expenses of underwriters customarily paid by issuers or sellers
of securities and the reasonable fees, disbursements and other charges of one
firm of counsel (per registration prepared) to all Holders of Registrable
Securities being sold (selected by the Holders holding a majority of the shares
of Registrable Securities covered by such registration), but excluding
underwriting discounts, commissions, underwriting or advisory fees, brokers'
fees or fees of other similar securities industry professionals relating to the
distribution of Registrable Securities and applicable transfer taxes, if any,
which discounts, commissions, fees and transfer taxes shall be borne by the
seller or sellers of Registrable Securities in all cases.


          
          "Registration
Statement" shall mean any registration statement of the Company which covers
Registrable Securities pursuant to the provisions of this Agreement, including
(i) the Prospectus, (ii) amendments and supplements to such Registration
Statement, (iii) post-effective amendments, (iv) all exhibits and all material
incorporated by reference in such Registration Statement, (v) any registration
statement pursuant to a Demand Registration and (vi) any Piggyback Registration
Statement.


          
          "Requesting Holders"
shall have the meaning assigned to that term in Section 5 hereof.


          
          "Securities Act"
shall mean the Securities Act of 1933, as amended, and the rules and regulations
thereunder, or any similar or successor statute.


          
          "Underwriters'
Maximum Number" shall have the meaning assigned to that term in Section 3(d)
hereof.


          
          "Underwritten
Offering" shall mean the offering and sale of securities of the Company covered
by any Registration Statement pursuant to a firm commitment underwriting to an
underwriter at a fixed price for reoffering or pursuant to agency or best
efforts arrangements with an underwriter.


          
          "Warrant Shares"
shall mean the shares of Common Stock issuable upon exercise of the
Warrants.


          
          "Warrant Agreement"
shall mean that certain Warrant Agreement dated as of the date hereof by and
between the Company and the Warrant Agent.


          
          "Warrants" shall
having the meaning set forth in the recitals above.


2. Parties to this Agreement; Securities Subject to this
Agreement. (a) The Company and the other parties hereto agree that any Person
acquiring Warrants in connection with the Exchange pursuant to the Warrant
Agreement shall be deemed to be parties to this Agreement and they (and their
permitted transferees (as more fully set forth in Section 13(d)) shall be
entitled to the rights and subject to the obligations set forth herein.



          (b)
The Holders of Registrable Securities shall be entitled to the benefits of this
Agreement only for so long as such securities continue to be Registrable
Securities. 


3. Demand Registration.


          (a)
Requests for Registration. At any time after the date hereof, the Holders
owning 25% or more of the Registrable Securities then outstanding (the
"Initiating Holders") may deliver to the Company a written request for
registration with the Commission under and in accordance with the provisions of
the Securities Act of all or part of their Registrable Securities (a "Demand
Registration"). Any request made pursuant to this Section 3(a) shall specify the
number of Registrable Securities to be registered and the intended methods of
disposition thereof. Any such request shall be delivered to the Company and the
other Holders, in accordance with the provisions of Section 13(c) of this
Agreement. Upon the receipt of such notice from the Initiating Holders that they
have requested a Demand Registration, each of such other Holders shall be
entitled for a period of 15 days from the date of receipt of such notice to
deliver a written request to the Company specifying the number of such Holders
Registrable Securities to be included in such Demand Registration and the
intended methods of disposition thereof. 


          (b)
Limitations on Registrations. The Company will not be obligated to
register any Registrable Securities pursuant to such a Demand Registration (i)
unless there is requested to be included in such registration at least 25% of
the Registrable Securities then outstanding or (ii) if a prior Demand
Registration was declared effective within a period commencing 6 months prior to
the date of the written request for such Demand Registration and such prior
Demand Registration was maintained effective for a period of not less than 180
days, or such shorter period during which all Registrable Securities covered by
such prior Demand Registration were sold or withdrawn. Notwithstanding the
foregoing, in no event shall the Company be required to effect more than a total
of four Demand Registrations pursuant to this Agreement. 


          (c)
Effective Registration - Expenses. In any registration initiated as a
Demand Registration, the Company shall pay all Registration Expenses.


          (d)
Priority on Demand Registrations. If any Demand Registration is an
Underwritten Offering, and the managing underwriters shall give written advice
to the Company and the Holders requesting such Demand Registration that, in the
reasonable opinion of such managing underwriters, marketing factors require a
limitation on the total number of securities to be underwritten (the
"Underwriters' Maximum Number"), the Company shall be obligated and required to
include in such registration that number of Registrable Securities requested by
the Holders thereof to be included in such registration which does not exceed
the Underwriters' Maximum Number, and such number of Registrable Securities
shall be allocated pro rata among such Holders requesting such Demand
Registration on the basis of the number of Registrable Securities requested to
be included therein by each Holder. 


          (e)
Selection of Underwriters. If any of the Registrable Securities covered
by a Demand Registration are to be sold in an Underwritten Offering, or in a
best efforts Underwritten Offering, the investment banker or investment bankers
and manager or managers that will administer the offering will be selected by
the Holders requesting such registration subject to the approval of the Company,
which approval shall not be unreasonably withheld. 


4. Piggyback Registration Rights


          (a)
Requests for Piggyback Registration. The Company covenants and agrees
with each Holder that in the event the Company proposes to file at any time and
from time to time after the date hereof a registration statement on any form,
including any Demand Registration, for the registration of securities under the
Securities Act (whether or not pursuant to registration rights granted to other
holders of its securities and whether or not for sale for its own account) of
any class of security other than in connection with an offering solely to the
Company's employees pursuant to a registration statement on Form S-8 under the
Securities Act or an offering pursuant to a registration statement on Form S-4
under the Securities Act, or any successor forms thereto (a "Piggyback
Registration Statement"), then the Company shall in each such case give written
notice (a "Company Notice") of such proposed filing to each Holder so that the
Company Notice is received by each Holder at least twenty (20) calendar days
before the anticipated filing date, and such notice shall offer to each Holder
the opportunity to include in such Piggyback Registration Statement such number
of Registrable Securities as each may request. The Company shall be obligated
and required to include in such Piggyback Registration Statement all Registrable
Securities with respect to which the Company shall receive from Holders thereof,
within twenty (20) days after the date on which the Company shall have given
Company Notices to the Holders, the written requests of such Holders for
inclusion in such Piggyback Registration Statement. Any Holder shall be
permitted to withdraw all or part of the Registrable Securities of such Holder
from any Piggyback Registration Statement at any time prior to the effective
date of such Piggyback Registration Statement. 


          In
the event a registration pursuant to a Piggyback Registration Statement is an
Underwritten Offering, the Company shall use its best efforts to cause the
underwriter of such offering to permit the Holders to include their Registrable
Securities in the proposed offering on terms and conditions at least as
favorable to the Holders as those offered with respect to the other securities
of the Company included therein. Notwithstanding the foregoing, if any
underwriter shall advise the Company in writing that, in its opinion, the
distribution of the Registrable Securities requested to be included in the
Piggyback Registration Statement concurrently with the securities being
registered by the Company would adversely affect the distribution of such
securities by the Company, then the Company shall include in such registration,
to the extent of the number and type of securities which the Company is so
advised can be sold in such offering, (i) first, securities, if any, that the
Company proposes to issue and sell for its own account, (ii) second, securities
held by persons who do not have contractual registration rights and (iii) third,
securities requested to be registered by persons who have contractual
registration rights including pursuant to this Section 4, pro rata
among the holders so requesting registration on the basis of the number of
shares of Registrable Securities requested to be registered by all such holders;
provided, however, that if the Company undertakes such
registration on behalf of holders of equity securities of the Company other than
Holders or the Miller Stockholders (as defined in the Warrant Agreement) (the
"Other Equityholders") pursuant to contractual demand registration rights
granting such Other Equityholders priority in the registration of their
securities over those held by other securityholders, then the Company shall
include in such registration, to the extent of the number and type of securities
which the Company is so advised can be sold in such offering, (i) first, the
number of equity securities requested to be included therein by the Other
Equityholders and (ii) second, Registrable Securities requested to be registered
by the Holders pursuant to this Section 4, pro rata among the
Holders so requesting registration on the basis of the number of shares of
Registrable Securities requested to be registered by all such Holders.



          (b)
Additional Obligations of the Company. In connection with the
registration of Registrable Securities in accordance with Section 4(a) above,
the Company agrees to pay all Registration Expenses in connection with the
registration of the Registrable Securities under the Securities Act, other than
the registration and filing fees and any underwriters' discounts and commissions
with respect to the Registrable Securities and the fees and expenses of counsel
for the Requesting Holders which shall be borne pro rata by the Requesting
Holders. 


          (c)
Underwriting Agreements. In connection with any underwritten offering
pursuant to a registration statement filed pursuant to this Section 4, the
Holders participating in such offering shall enter into an underwriting
agreement in customary form containing such representations, warranties and
indemnification and contribution provisions as shall be reasonably requested by
the underwriters. 


5. Registration Procedures


          
Whenever one or more Holders (the "Requesting Holders") have made a request that
any Registrable Securities be registered pursuant to this Agreement, the Company
shall use its best efforts to effect the registration under the Securities Act
of all Registrable Securities which the Company has been so requested to
register to the extent required to permit the intended disposition thereof, and
pursuant thereto the Company shall as expeditiously as possible: 


          (a)
with respect to a request to file a Registration Statement covering Registrable
Securities made pursuant to Section 3 hereof, use its best efforts to prepare
and file with the Commission, not later than 60 days after receipt of such
request (which 60-day period may be extended by the Company for up to one
additional period of 60 days if at the time of such request the board of
directors of the Company determines in good faith that such registration is
likely to have an adverse effect on a material merger, acquisition or other form
of material business combination) a Registration Statement on a form for which
the Company then qualifies which is satisfactory to the Company and the
Requesting Holders (unless the offering is made on an underwritten basis,
including on a best efforts underwriting basis, in which event the managing
underwriter or underwriters shall determine the form to be used) and which form
shall be available for the sale of the Registrable Securities in accordance with
the intended method or methods of distribution thereof, and use its best efforts
to cause such Registration Statement to become effective. The Company hereby
covenants that the Registration Statement shall be declared effective by the
Commission no later than 120 days after the date on which it is filed. The
Company shall not file any Registration Statement pursuant to Section 3 hereof
or any amendment thereto or any Prospectus or any supplement thereto (including
such documents incorporated by reference) to which the Requesting Holders or the
underwriters, if any, shall reasonably object in light of the requirements of
the Securities Act or any other applicable laws or regulations; 


          (b)
in connection with the preparation and filing of each Registration Statement
under the Securities Act, give each Requesting Holder, the underwriters, if any,
and their respective counsel and accountants the opportunity to participate in
the preparation of such Registration Statement, each Prospectus included therein
or filed with the Commission, and each amendment thereof or supplement thereto,
and shall give each Requesting Holder and each underwriter such reasonable
access to its books and records and such reasonable opportunities to discuss the
business of the Company with its officers and the independent public accountants
who have certified its financial statements as shall be necessary, in the
reasonable opinion of any such Requesting Holder's and such
underwriter's respective counsel, to conduct a reasonable investigation
within the meaning of the Securities Act; 


          (c)
subject to paragraph (b) above, prepare and file with the Commission such
amendments and post-effective amendments to the Registration Statement as may be
necessary to keep the Registration Statement continuously effective for a period
of not less than 180 days or, in the case of a registration statement for sale
of Registrable Securities on a delayed or continuous basis pursuant to Rule 415
promulgated under the Securities Act, such longer period not to exceed two years
from the effective date thereof as is required for the intended method of
distribution, or such shorter period which will terminate when all Registrable
Securities covered by such Registration Statement have been sold or withdrawn;
cause the Prospectus to be supplemented by any required Prospectus supplement,
and as so supplemented to be filed pursuant to Rule 424 under the Securities
Act; and comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such Registration Statement during the
applicable period in accordance with the intended methods of disposition by the
Requesting Holders thereof set forth in such Registration Statement or
supplement to the Prospectus; 


          (d)
notify the Requesting Holders and the managing underwriters, if any, promptly,
and (if requested by any such Person) confirm such advice in writing, (1) when
the Prospectus or any Prospectus supplement or post-effective amendment has been
filed, and, with respect to the Registration Statement or any post-effective
amendment, when the same has become effective, (2) of any request by the
Commission for amendments or supplements to the Registration Statement or the
Prospectus or for additional information, (3) of the issuance by the Commission
of any stop order suspending the effectiveness of the Registration Statement or
the initiation of any proceedings for that purpose, (4) if at any time the
representations and warranties of the Company contemplated by paragraph (o)
below cease to be true and correct, (5) of the receipt by the Company of any
notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, and (6) of the happening of any
event which makes any statement made in the Registration Statement, the
Prospectus or any document incorporated therein by reference untrue or which
requires the making of any changes in the Registration Statement, the Prospectus
or any document incorporated therein by reference in order to make the
statements therein not misleading; 


          (e)
make every reasonable effort to obtain the withdrawal of any order suspending
the effectiveness of the Registration Statement at the earliest possible
moment;


          (f)
as promptly as practicable after filing with the Commission of any document
which is incorporated by reference into the Registration Statement or the
Prospectus (after initial filing of the Registration Statement) provide copies
of such document to counsel to the Requesting Holders and to the managing
underwriters; 


          (g)
furnish to the Requesting Holders and each managing underwriter, without charge,
at least one signed copy of the Registration Statement and any post-effective
amendment thereto, including financial statements and schedules, all documents
incorporated therein by reference and all exhibits (including those incorporated
by reference) and a reasonable number of conformed copies of all such documents; 


          (h)
deliver to the Requesting Holders and the underwriters, if any, as many copies
of the Prospectus (including each preliminary prospectus) and any amendment or
supplement thereto as such Persons may request at such Requesting Holder's
or underwriter's expense; the Company consents to the use of the Prospectus
or any amendment or supplement thereto by the Requesting Holders and the
underwriters, if any, in connection with the offering and sale of the
Registrable Securities covered by the Prospectus or any amendment or supplement
thereto; 


          (i)
prior to the date on which the Registration Statement is declared effective, use
its best efforts to register or qualify or cooperate with the Requesting Holders
and the underwriters, if any, and their respective counsel in connection with
the registration or qualification of such Registrable Securities for offer and
sale under the securities or blue sky laws of such jurisdictions as any seller
or underwriter reasonably requests in writing and do any and all other acts or
things necessary or advisable to enable the disposition in such jurisdictions of
the Registrable Securities covered by the Registration Statement; provided that
the Company will not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified or to take any action which would
subject it to general service of process in any such jurisdiction where it is
not then so subject; 


          (j)
cooperate with the Requesting Holders and the managing underwriters, if any, to
facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any restrictive legends; and
enable such Registrable Securities to be in such denominations and registered in
such names as the managing underwriters may request at least two business days
prior to any sale of Registrable Securities to the underwriters; 


          (k)
use its best efforts to cause the Registrable Securities covered by the
Registration Statement to be registered with or approved by such other
governmental agencies or authorities within the United States as may be
necessary to enable the seller or sellers thereof or the underwriters, if any,
to consummate the disposition of such Registrable Securities; 


          (l)
upon the occurrence of any event contemplated by paragraph (d)(6) above, prepare
a supplement or post-effective amendment to the Registration Statement or the
Prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered to the purchasers of the
Registrable Securities, the Prospectus will not contain an untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein not misleading; 


          (m)
use its best efforts to cause all Registrable Securities covered by the
Registration Statement to be listed on each securities exchange (or qualified
for inclusion on the Nasdaq Stock Market, as applicable) on which similar
securities issued by the Company are then listed (or qualified) or, if not so
listed (or qualified), then on each securities exchange (or the Nasdaq Stock
Market) as the Requesting Holders or the managing underwriters, if any, may
request, provided that the Company is qualified to list (or to qualify) its
securities on each such exchange (or stock market); 


          (n)
provide a transfer agent and registrar for all Registrable
Securities;


          (o)
enter into such agreements (including an underwriting agreement) and take all
such other actions in connection therewith as the Requesting Holders or the
managing underwriters, if any, reasonably request in order to expedite or
facilitate the disposition of such Registrable Securities and in such
connection, whether or not an underwriting agreement is entered into and whether
or not the registration is an underwritten registration (1) make such
representations and warranties to the Requesting Holders and the underwriters,
if any, in form, substance and scope as are customarily made by issuers to
underwriters in primary underwritten offerings and confirm the accuracy of the
same if and when requested, and matters relating to the compliance of the
Registration Statement and the Prospectus with the Securities Act; (2) obtain
opinions of counsel to the Company and updates thereof (which counsel and
opinions (in form, scope and substance) shall be reasonably satisfactory to the
managing underwriters) addressed to the Requesting Holders and the underwriters,
if any, covering the matters customary in underwritten primary offerings and
such other matters as may be reasonably requested by the Requesting Holders and
underwriters, if any; (3) obtain "cold comfort" letters and updates
thereof from the Company's independent certified public accountants
addressed to the Requesting Holders and the underwriters, if any, such letters
to be in customary form and covering matters of the type customarily covered in
"cold comfort" letters by underwriters in connection with primary
underwritten offerings; (4) if an underwriting agreement is entered into, the
same shall set forth in full the indemnification provisions and procedures of
Section 7 hereof with respect to all parties to be indemnified pursuant to said
Section; and (5) the Company shall deliver such documents and certificates as
may be requested by the Requesting Holders and the managing underwriters, if
any, to evidence compliance with clause (1) above and with any customary
conditions contained in the underwriting agreement or other agreement entered
into by the Company. The above shall be done at each closing under such
underwriting or similar agreement or as and to the extent required thereunder; 


          (p)
make available for inspection during normal business hours by the Requesting
Holders, any underwriter participating in any disposition pursuant to such
registration statement, and any attorney, accountant or other agent retained by
any such seller or underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, and cause the Company's
officers, directors and employees to supply all information reasonably requested
by any such seller, underwriter, attorney, accountant or agent in connection
with such registration statement; provided, that any records, information
or documents that are designated by the Company in writing as confidential shall
be kept confidential by such Persons; 


          (q)
otherwise use its best efforts to comply with all applicable rules and
regulations of the Commission, and make generally available to its security
holders, earnings statements satisfying the provisions of Section 11(a) of the
Securities Act, no later than 45 days after the end of any 12-month period (1)
commencing at the end of any fiscal quarter in which Registrable Securities are
sold to underwriters in a firm or best efforts underwriting offering, and (2)
beginning with the first month of the Company's first fiscal quarter
commencing after the effective date of the Registration Statement, which
statements shall cover said 12-month periods. 


          
          The Company may
require the Requesting Holders to furnish to the Company such information and
documents regarding the distribution of such securities and the seller as the
Company may from time to time reasonably request in writing.


          
          The Requesting
Holders each agree by acquisition of such Registrable Securities that, upon
receipt of any notice from the Company of the happening of any event of the kind
described in Section 5(d)(6) hereof, such Requesting Holder will forthwith
discontinue disposition of Registrable Securities until such Requesting Holder's
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 5(l) hereof, or until it is advised in writing (the "Advice") by the
Company that the use of the Prospectus may be resumed, and has received copies
of any additional or supplemental filings which are incorporated by reference in
the Prospectus, and, if so directed by the Company, each Requesting Holder will,
or will request the underwriters to, deliver to the Company (at the Company's
expense) all copies, other than permanent file copies then in such Requesting
Holder's possession, of the Prospectus covering such Registrable Securities
current at the time of receipt of such notice. If the Company shall give such
notice, the time periods mentioned in Section 5(c) hereof shall be extended by
the number of days during the period from and including the date of the giving
of such notice pursuant to Section 5(d)(6) to and including the date when the
Requesting Holders shall have received the copies of the supplemented or amended
prospectus contemplated by Section 5(l) hereof or the Advice.


6. Registration Expenses. The Company shall pay all
Registration Expenses in connection with any registration initiated pursuant to
Section 3 hereof, whether or not such registration shall become effective and
whether or not all or any portion of the Registrable Securities originally
requested to be included in such registration are ultimately included in such
registration.



7. Indemnification. (a) Indemnification by
Company. The Company will indemnify and hold harmless, to the full extent
permitted by law, each Requesting Holder and each other Person, if any, who
controls such Requesting Holder (within the meaning of the Securities Act), and
their respective directors, officers, partners, Agents and Affiliates against
all losses, claims, damages, liabilities (or actions in respect thereto) and
expenses, including, without limitation, the reasonable fees, disbursements and
other charges of legal counsel and reasonable costs of investigation
(collectively, a "Loss" or "Losses"), to which any such Person may be subject,
under the Securities Act or otherwise, and reimburse all such Persons for any
other expenses incurred with investigating or defending against any Losses,
insofar as such Losses arise out of or are based upon any untrue or alleged
untrue statement of a material fact contained or incorporated by reference in a
Registration Statement, Prospectus or preliminary prospectus or any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
the same arise out of or are based upon an untrue statement of a material fact
or omission of a material fact required to be stated therein or necessary to
make the statements therein not misleading, which statement or omission is made
therein in reliance upon and in conformity with information furnished in writing
to the Company by such Requesting Holder expressly for use therein. The Company
will also indemnify underwriters, selling brokers, dealer managers and similar
securities industry professionals participating in the distribution, their
officers and directors and each Person who controls such Persons (within the
meaning of the Securities Act) to the same extent as provided above with respect
to the indemnification of each Requesting Holder of Registrable Securities.



          (b)
Indemnification by Requesting Holders. Each Requesting Holder will,
severally and not jointly, indemnify and hold harmless, to the full extent
permitted by law, the Company and each directors, officers, employees and
Agents, each other Person, if any, who controls the Company (within the meaning
of the Securities Act) against any Losses to which any such Person may be
subject, under the Securities Act or otherwise, insofar as such Losses arise out
of or are based upon any untrue or alleged untrue statement of a material fact
contained in a Registration Statement or Prospectus or preliminary prospectus or
any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, to the
extent, but only if and to the extent, that such untrue or alleged untrue
statement or omission or alleged omission is made therein in reliance upon and
in conformity with the information furnished in writing by such Requesting
Holder specifically for inclusion therein. In no event shall the liability of a
Requesting Holder hereunder be greater in amount than the dollar amount of the
proceeds received by such Requesting Holder upon the sale of the Registrable
Securities giving rise to such indemnification obligation. The Company shall be
entitled to receive indemnities from underwriters, selling brokers, dealer
managers and similar securities industry professionals participating in the
distribution, to the same extent as provided above with respect to information
so furnished in writing by such Persons. 


          (c)
Conduct of Indemnification Proceedings. Promptly after receipt by an
indemnified party of notice of the commencement of any action or proceeding
involving a Loss referred to in the preceding subsections of this Section 7,
such indemnified party will, if a claim in respect thereof is to be made against
an indemnifying party, give written notice to the latter of the commencement of
such action; provided, however, that the failure of any indemnified party to
give notice as provided herein shall not relieve the indemnifying party of its
obligations under the preceding subsections of this Section 7, except to the
extent that the indemnifying party is actually materially prejudiced by such
failure to give notice. In case any such action is brought against an
indemnified party, the indemnifying party shall be entitled to participate in
and, unless in such indemnified party's reasonable judgment a conflict of
interest between such indemnified and indemnifying parties may exist in respect
of such Loss, to assume and control the defense thereof, in each case at its own
expense, jointly with any other indemnifying party similarly notified, to the
extent that it may wish, with counsel reasonably satisfactory to such
indemnified party, and after its assumption of the defense thereof, the
indemnifying party shall not be liable to such indemnified party for any legal
or other expenses subsequently incurred by the latter in connection with the
defense thereof other than reasonable costs of investigation. No indemnifying
party shall be liable for any settlement of any such action or proceeding
effected without its written consent, which shall not be unreasonably withheld.
No indemnifying party shall, without the consent of the 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 of such
Loss or which provides any relief other than money damages. 


          (d)
If the indemnification provided for in this Section 7 shall for any reason be
unavailable to an indemnified party under subsection (a) or (b) of this Section
6 in respect of any Losses, then, in lieu of the amount paid or payable under
subsection (a) or (b) of this Section 7, the indemnified party and the
indemnifying party under subsection (a) or (b) of this Section 7 shall
contribute to the aggregate Losses (including legal or other expenses reasonably
incurred in connection with investigating the same) in such proportion as is
appropriate to reflect the relative fault of the Company and the prospective
sellers of Registrable Securities covered by the registration statement which
resulted in such Loss or action in respect thereof, with respect to the
statements, omissions or action which resulted in such Loss or action in respect
thereof. No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation. In no event
shall the liability of a Requesting Holder hereunder be greater in amount than
the dollar amount of the proceeds received by such Requesting Holder upon the
sale of the Registrable Securities giving rise to such indemnification
obligation. No Person shall be obligated to contribute hereunder any amounts in
payment for any settlement of any action or Loss effected without such
Person's consent, which shall not be unreasonably withheld. 


8. Registration Rights to Others. If the Company shall at
any time hereafter provide to any holder of any securities of the Company rights
with respect to the registration of such securities under the Securities Act or
the Exchange Act, such rights shall not be in conflict with or adversely affect
any of the rights provided in this Agreement to the Holders. 


9. Adjustments Affecting Registrable Securities. The
Company shall not effect or permit to occur any combination, subdivision or
reclassification of Registrable Securities that would materially adversely
affect the ability of the Holders to include Registrable Securities in any
registration of its securities under the Securities Act contemplated by this
Agreement. 


10. Rule 144 and Rule 144A. The Company shall take all
actions reasonably necessary (including, without limitation, all actions
necessary to cause the Company to be eligible to register its securities on Form
S-3 if they are otherwise eligible to be so registered) to enable Holders to
sell Registrable Securities without registration under the Securities Act within
the limitations of the exemptions provided by (a) Rule 144 under the Securities
Act, as such Rule may be amended from time to time, (b) Rule 144A under the
Securities Act, as such Rule may be amended from time to time, or (c) any
similar rules or regulations hereafter adopted by the Commission, including,
without limitation, filing on a timely basis all reports required to be filed
under the Exchange Act. Upon the request of any Holder, the Company shall
deliver to such Holder a written statement as to whether it has complied with
such requirements. 


11. Amendments and Waivers. Any provision of this
Agreement may be amended, modified or waived if, but only if, the written
consent to such amendment, modification or waiver has been obtained from the
Company and the Holder or Holders of at least 50% of the of Registrable
Securities affected by such amendment, modification or waiver. 


12. Nominees for Beneficial Owners. In the event that any
Registrable Security is held by a nominee for the beneficial owner thereof, the
beneficial owner thereof may, at its election in writing delivered to the
Company and, if requested by the Company, become a party to this Agreement, be
treated as the Holder of such Registrable Security for purposes of any request
or other action by any Holder or Holders pursuant to this Agreement or any
determination of the number or percentage of shares of Registrable Securities
held by any Holder or Holders contemplated by this Agreement. If the beneficial
owner of any Registrable Securities so elects, the Company may require
assurances reasonably satisfactory to it of such owner's beneficial ownership of
such Registrable Securities. 


13. Miscellaneous


          (a)
Remedies. Without limiting the rights of the Holders to pursue all other
legal and equitable remedies available for any breach of the provisions of this
Agreement, including recovery of damages, each Holder will be entitled to
specific performance of their rights under this Agreement. The Company expressly
agrees that monetary damages would not be adequate compensation for any loss
incurred by the Holders by reason of a breach by it of the provisions of this
Agreement and that the Holders would sustain irreparable harm, and therefore
further agrees that they shall be entitled to specific performance to prevent
any such breach or any continuing breach hereof and to waive the defense in any
action for specific performance that a remedy at law would be adequate.



          (b)
No Inconsistent Agreements. The Company will not on or after the date of
this Agreement enter into any agreement with respect to its securities which is
inconsistent with the rights granted to Holders in this Agreement or otherwise
conflicts with the provisions hereof. The Company has not previously entered
into any agreement with respect to its securities granting any registration
rights to any Person. 


          (c)
Notices. All notices, requests, demands and other communications provided
for by this Agreement shall be in writing (including telecopier or similar
writing) and shall be deemed to have been given three business days after mailed
in any general or branch office of the United States Postal Service, enclosed in
a registered or certified postpaid envelope, or one business day after being
sent by Federal Express or other similar overnight courier service, addressed to
the address of the parties stated below or to such changed address as such party
may have fixed by notice or, if given by telecopier, when such telecopy is
transmitted and the appropriate confirmation is received. 


	  	(i)	If to the Company:





	  	  	Delta Financial Corporation.

1000 Woodbury Road

Woodbury, New York 11797

Attention: Mr. Marc Miller

Fax: (516) 364-9450





	  	  	with a copy to:



Stroock & Stroock & Lavan LLP

180 Maiden Lane

New York, New York 10038-4982

Attention: Bradley Kulman, Esq.

Telecopier: (212) 806-6006





	  	(ii)	If to the Warrant Agent:





	  	  	Mellon Investor Services LLC

44 Wall Street, 6th Floor

New York, New York 10005

Attn: Ms. Cynthia Gonzalez

Fax: (917) 320-6318





	 	        
  (iii) All notices, requests, demands and other communications
required or permitted to be sent to the Holders shall be deemed given when sent
to the Warrant Agent as set forth above. Upon written request of the Company
(which the Company agrees it shall give), the Warrant Agent shall distribute
promptly to the Holders all such notices, requests, demands and other
communications to the addresses of the Holders on record with the Company. The
Warrant Agent shall have no other duties or responsibilities under or pursuant
to this Agreement except as set forth in this Section 13(c)(iii). 






          (d)
Successors and Assigns. This Agreement is solely for the benefit of the
parties, the Holders and their respective successors and assigns. Any Holder may
assign to any permitted transferee (as permitted under applicable law) of its
Registrable Securities where such securities continue to be Registrable
Securities in the hands of such transferee, such Holder's rights and obligations
under this Agreement, provided that such transferee shall agree in writing with
the parties hereto prior to the assignment to be bound by this Agreement as if
it were an original party hereto, whereupon such assignee shall for all purposes
be deemed to be a Holder under this Agreement. Except as provided above or
otherwise permitted by this Agreement, neither this Agreement nor any right,
remedy, obligation or liability arising hereunder or by reason hereof shall be
assignable by any Holder without the prior written consent of the other parties
hereto. The Company may not assign this Agreement or any right, remedy,
obligation or liability arising hereunder or by reason hereof. Nothing herein
shall be construed to provide any rights to any other entity or individual.



          (e)
Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same document. 


          (f)
Headings. Section headings are for convenience only and do not control or
affect the meaning or interpretation of any terms or provisions of this
Agreement.


          (g)
Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of New York governing contracts to be made and
performed therein without giving effect to principles of conflicts of law, and,
with respect to any dispute arising out of this Agreement, each party hereby
consents to the exclusive jurisdiction of the courts sitting in such State.



          (h)
Severability. Should any part, term, condition or provision hereof or the
application thereof be declared illegal, invalid or otherwise unenforceable or
in conflict with any other law by a court of competent jurisdiction, the
validity of the remaining parts, terms, conditions or provisions of this
Agreement shall not be affected thereby, and the illegal, invalid or
unenforceable portions of this Agreement shall be and hereby are redrafted to
conform with applicable law, while leaving the remaining portions of this
Agreement intact, except to the extent necessary to conform to the redrafted
portions hereof. 


          (i)
Entire Agreement. This Agreement sets forth the entire agreement and
understanding between the parties and supersedes all proposals, commitments,
writings, negotiations, discussions, agreements and understandings, oral or
written, of every kind and nature between them concerning the subject matter
hereof. This Agreement may not be amended or otherwise modified except in a
writing signed by both parties hereto and by the holders of a majority in
principal amount of the outstanding New Notes. No discharge of the terms hereof
shall be deemed valid unless by full performance by the parties or by a writing
signed by the parties. A waiver by any party of any breach or violation of any
this Agreement shall not be deemed or construed as a waiver of any other breach
or violation hereof. 


          (j)
Further Assurances. Each of the parties hereto shall execute such
documents and other papers and perform such further acts as may be reasonably
required or desirable to carry out the provisions of this Agreement and the
transactions contemplated hereby. 


REMAINDER OF PAGE INTENTIONALLY LEFT BLANK




          IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above. 


	  	DELTA FINANCIAL CORPORATION





By:           
          
          
          
          

       Name:

       Title:





MELLON INVESTOR SERVICES LLC, a New

Jersey limited liability company,

as Warrant Agent





By:           
          
          
          
          

       Name:

       Title: