***EXHIBIT

10.4***
  **EMPLOYMENT

AGREEMENT**
  ****  AGREEMENT

made as of the 24 th day of March , 2005 , by and

between DELTA FINANCIAL CORPORATION, a Delaware corporation (the Corporation),

and Richard Blass (the Executive).
  W I T N E

S S E T H:
  In

consideration of the representations, warranties and conditions contained

herein, the parties

hereto agree as follows:
  1.  Position

and Responsibilities.
  1.1  The

Executive shall serve in an executive capacity as Chief Financial Officer and

Executive Vice President of the Corporation. The

Executive shall perform such functions and undertake such responsibilities as

are customarily associated with such capacity. The

Executive shall hold such directorships and executive officerships in the

Corporation and any subsidiary to which, from time to time, he may be elected or

appointed during the term of this Agreement.
  1.2  The

Executive shall devote his full time and best efforts to the business and

affairs of the Corporation and to the promotion of its interests.
  1.3  The

principal executive offices of the Corporation shall be maintained in either Nassau or

Suffolk counties , New

York and the Executive shall not be required to relocate outside of Nassau or

Suffolk counties , New

York without his consent.
  2.  Terms

of Employment  .
  2.1  The term

of employment shall be five years, commencing with the date hereof, unless

sooner terminated as provided in this Agreement. The

initial term of employment and any extension thereof is herein referred to as

the Term.
  2.2  Notwithstanding

the provisions of Section 2.1 hereof, the Corporation shall

have the right, on written notice to the Executive, to terminate the Executives

employment for

Reasonable Cause, such termination to be effective as of the date on which

notice is given or as of

such later date otherwise specified in the notice.
  
 **1**


2.3  For

purposes of this Agreement, the term Reasonable Cause shall mean any of the

following actions by the Executive: (a) failure to comply with any of the

material terms of this Agreement, which shall not be cured within 30 days after

the Executives receipt of written notice from the Board of Directors; (b)

engagement in gross misconduct injurious to the Corporation or an affiliate of

the Corporation, which shall not be cured within 30 days after the Executives

receipt of written notice from the Board of Directors; (c) knowing and willful

neglect or refusal to attend to the material duties reasonably assigned to him

by the Board of Directors, which shall not be cured within 30 days after the

Executives receipt of written notice from the Board of Directors; (d)

intentional misappropriation of property of the Corporation or an affiliate of

the Corporation to the Executives own use; (e) the commission by the Executive

of an act of embezzlement; (f) Executives conviction for a felony or if

criminal penalties are imposed on Executive relating to any individual income

taxes due and owing by Executive; or (g) Executives engaging in any activity

which would constitute a material conflict of interest with the Corporation

which shall not be cured within 30 days after the Executives receipt of written

notice from the Board of Directors. If the

provisions contained in subsections (a), (b), (c) or (g) above cannot be cured

within 30 days due to the nature of the breach, the cure period shall then be

extended for a reasonable period of time; provided, however, the Executive

undertakes and continues in good faith to cure the same.




2.4  No later

than six months prior to the end of the Term, the Corporation and the Executive

shall meet to discuss the terms and conditions of an extension of the Term. If

the Term of this Agreement shall not be extended, at the end of the Term the

Corporation shall pay as severance pay to the Executive (1) his annual salary at

the rate in effect as of the termination, plus (2) an amount equal to the

average of his annual bonuses over the last five years. All such payments shall

be made within fifteen days of such termination. In addition, for a period of

one year following such termination, the Corporation shall provide the Executive

all benefits (including medical coverage) which may be in effect at such time

which are generally available to other senior executives of the Corporation or

its subsidiaries. Health benefits otherwise receivable by the Executive pursuant

to this Section 2.4 shall be reduced to the extent comparable benefits are

actually available to the Executive during such period from a subsequent

Employer.







**2**





2.5  If the

Executives employment with the

Corporation shall be

terminated prior to the expiration of the Term (a) by the Corporation other than

pursuant to Sections 2.2, 4.1 or 4.2 hereof or (b) by the Executive for Good

Reason (as defined herein), then the Corporation shall pay to the Executive as

severance an amount equal to the product of (1) the lesser of (A) the remaining

Term in years plus 1, multiplied by 100% or (B) 299%, multiplied by (2) the last

five yearsaverage annual compensation as calculated in accordance with Section

280G of the Internal Revenue Code of 1986, as

amended (the Code). All such

payments shall be made within fifteen days of such termination. In

addition, for the balance of the Term following such termination (or for a

period of one year following such termination, if greater), the Corporation

shall provide the Executive all benefits (including medical coverage) which may

be in effect at such time which are generally available to other senior

executives of the Corporation or its subsidiaries; provided, however that the

Executive shall only be entitled to such payments and benefits as long as he is

in compliance with the provisions of Section 5 below, to the extent applicable. Health

benefits otherwise receivable by the Executive pursuant to this Section 2.5 shall be

reduced to the extent comparable benefits are actually available to the

Executive during such period from a subsequent Employer. The

Executive shall have the right for a period of 30 days after he

becomes aware of a

Good Reason event to terminate this Agreement for Good Reason.




2.6  For

purposes of this Section, Good Reason shall mean any of the following,

which occurs subsequent to the date of this Agreement:




(i)  any

material change is made to the

Executives duties , responsibilities ,

authority, reporting requirements or title to a

level materially below , or that

are otherwise inconsistent with, those

normally associated with the position held by the Executive on the date hereof;




(ii)  a

reduction by the Corporation of the Executives base

salary as then

in effect,

without the Executives written consent; ****




(iii)  a

relocation or an actual change in the Executives place of employment or the

Corporations principal executive offices outside

of Nassau or

Suffolk counties , New

York , without

Executives prior consent;







**3**





(iv)  prior to

a Change in Control, failure of the Corporation to continue to maintain the same

medical or other benefit

plans covering the Executive as are made available to other senior executives of

the Corporation; ****




(v)  any

material breach by the Corporation of any provision of this Agreement which

shall not be cured to the

reasonable satisfaction of the Executive within 30

days after the Board of Directorsreceipt of written notice from the

Executive;




(vi)  any

failure by the Corporation to obtain the written assumption

of this Agreement by any

successor entity.




3.  Compensation  .




3.1  (a)  The

Corporation shall pay or cause Delta Funding Corporation to pay to the Executive

for the services to be rendered by the Executive hereunder a salary at the rate

of $350,000 per annum. The

salary shall be payable in equal installments in accordance with the

Corporations normal payroll practices. Such

salary will be reviewed at least annually and shall be increased (but not

decreased) by the Board of Directors of the Corporation in such amount as

determined in its sole discretion.




(b)  In

addition, at the discretion of the Compensation Committee of the Board of

Directors (the Compensation Committee), after consideration of the

Corporations actual performance relative to its financial and operational

objectives for any particular period, and the performance of the Executive, as

well as such other factors deemed appropriate by the Compensation Committee in

its discretion, the Corporation may also pay the Executive an annual bonus with

respect to each fiscal year of the Corporation. Such

Bonus, if any, may be paid in cash, in shares of Delta Financial Corporations

Common Stock, par value $.01 per share (the  Common

Stock  ) or in

any combination of cash and shares of Common Stock, as determined in the

discretion of the Compensation Committee. Nothing

herein contained shall, however, obligate

the Corporation to pay any annual bonus to the Executive, it being understood

that any such bonus shall be in the sole discretion of the Compensation

Committee and that the amount thereof, if any, may vary depending upon actual

performance of the Corporation and the Executive as determined in the discretion

of the Board.







**4**





(c)  In

addition to the Bonus described in Section 3.1(b), the Corporation may pay the

Executive at the Board of Directorsdiscretion additional cash bonuses. Nothing

set forth in this Section 3.1(c) shall, however, obligate the Corporation to pay

any bonus described in this Section 3.1(c) to the Executive, it being understood

that any such bonus shall be in the sole discretion of the Board of Directors

and that the amount thereof, if any, may vary depending upon actual performance

of the Corporation and the Executive as determined in the discretion of the

Board.




(d)  On the

date of this Agreement, the Executive shall be granted non-qualified stock

options pursuant to Delta Financial Corporations 1996 Stock Option Plan (the

1996 Option Plan) to purchase 100,000 shares of Common Stock, at a price per

share equal to the per share closing price of the Common Stock on the date

hereof. The

foregoing options shall vest 1/3 on the grant date, and 1/3 on each succeeding

anniversary of the grant date, and have a term of seven years.




(e)  Also on

the date of this Agreement, all of the Executives existing unvested stock

options shall immediately become exercisable.




3.2  The

Executive shall be entitled to participate in, and receive benefits from, any

insurance, medical, disability, bonus, incentive compensation (including

additional grants of non- qualified

stock options under any of Deltas stock

option plans , as

determined by the Corporation) or other employee benefit plan, if any are

adopted, of the Corporation or any subsidiary which may be in effect at any time

during the course of his employment by the Corporation and which shall be

generally available to the Executive on terms no less favorable than to other

senior executives of the Corporation or its subsidiaries. The

Corporation agrees to reimburse Executive for all medical costs and expenses

incurred by him which are not covered by the Corporations group medical plans,

up to an aggregate maximum amount of $100,000 per annum, upon submission of

appropriate and itemized documentation.




3.3  The

Corporation agrees to pay the Executive a car allowance of $1,000 per

month.




3.4  The

Corporation agrees to reimburse the Executive for all reasonable and necessary

business expenses incurred by him on behalf of the Corporation in the course of

his duties hereunder upon the presentation by the Executive of appropriate

vouchers therefor.







**5**





3.5  The

Executive will be entitled each year of this Agreement to a paid vacation

of five weeks, no more than half of which can be carried forward to future

years.




3.6  Upon

termination of this Agreement for Reasonable Cause or

due to death or incapacity of the Executive (as defined in Section 4.1), the

Executive (or his estate) shall be entitled to all unpaid compensation

(including pro-rata Bonus) and benefits accrued to the date of termination.




3.7  The

Executive shall not be required to mitigate damages or the amount of any

payment provided to him under this Agreement by seeking other employment or

otherwise.




3.8  If the

Executives employment with the Corporation shall be terminated by the

Corporation due to death or incapacity of the Executive (as defined in Section

4.1), then, effective upon the date of termination, all stock options and

restricted stock held by the Executive beneficially (in trust or otherwise)

and/or of record, including, without limitation, all stock options and

restricted stock held in trust for the benefit of the Executive in any stock

option plan or

similar plan as may

be established at the Corporations discretion, shall vest and become

immediately exercisable (and in the case of stock options, shall remain

exercisable by the Executive or his estate for one year following such

termination).




4.  Incapacity;

Death  .




4.1  If,

during the period of employment hereunder, because of illness or other

incapacity, the Executive shall fail for a period of 120 consecutive days, or

for shorter periods aggregating more than 120 days during any twelve month

period, to render the services contemplated hereunder, then the Corporation, at

its option, may terminate the term of employment hereunder, upon not less than

30 days written notice from the Corporation to the Executive, effective on the

30 th day

after giving of such notice; provided, however, that no such termination will be

effective if prior to the 30 th day

after giving such notice, the Executives illness or incapacity shall have

terminated and he shall be physically and mentally able to perform the services

required hereunder.




4.2  In the

event of the death of the Executive during the term hereof, the employment

hereunder shall terminate on the date of death of the Executive.







**6**





4.3  The

Corporation (or its designee) shall have the right to obtain for its benefit an

appropriate life insurance policy on the life of the Executive, naming the

Corporation (or its designee) as the beneficiary. If

requested by the Corporation, the Executive agrees to cooperate with the

Corporation in obtaining such policy.




4.4  In the

event the employment of Executive is terminated by the Corporation as the result

of the death or incapacity of the Executive, the Corporation agrees to make a

payment to the Executive (or his estate) within 15 days of such termination

equal to the Executives annual salary in effect as of the date of such

termination.




5.  Other

Activities During Employment; Non-Competition; Solicitation




5.1  The

Executive shall not during the Term of this Agreement undertake or engage in

other employment, occupation or business enterprise. Subject

to compliance with the provisions of this Agreement, the Executive may engage in

reasonable activities with respect to personal investments of the Executive.




5.2  During

the Term of this Agreement, and for a period of one year after the Executive

leaves the employ of the Corporation, in the event that (a) the Corporation

terminates the Executives employment with the Corporation pursuant to Sections

2.2 or 4.1, (b) the Executive terminates his employment with the Corporation for

any reason other than Good Reason, or (c) the Term of this Agreement shall not

be extended in accordance with Section 2.4 hereof and Executive receives

severance pay as set forth therein, then:




5.2.1  Neither

the Executive nor any entity in which he may be interested as a partner,

trustee, director, officer, employee, shareholder, option holder, lender of

money, guarantor or consultant, shall be engaged directly or indirectly in any

business engaged in by the Corporation, or any subsidiary, in any area where the

Corporation, or any subsidiary, conducts such business at any time during this

Agreement; provided however, that the foregoing shall not be deemed to prevent

the Executive from investing in securities if such class of securities in which

the investment is so made is listed on a national securities exchange or is

issued by a company registered under Section 12(g) of the Securities Exchange

Act of 1934 (Exchange Act), so long as such investment holdings do not, in the

aggregate, constitute more than 5% of the voting stock of any companys

securities; and








**7**





5.2.2  The

Executive shall not solicit (or assist or encourage the solicitation of) any

employee of the Corporation or any of its subsidiaries or affiliates to work for

Executive or for any business, firm corporation or other entity in which the

Executive, directly or indirectly, in any capacity described in Section 5.2

hereof, participates or engages (or expects to participate or engage) or has (or

expects to have) a financial interest or management position.




5.3  The

Executive shall not at any time during this Agreement or after the termination

hereof directly or indirectly divulge, furnish, use, publish or make accessible

to any person or entity any Confidential Information (as hereinafter defined). Any

records of Confidential

Information prepared by the Executive or which come into Executives possession during

this Agreement are and remain the property of the Corporation and upon

termination of Executives

employment all such records and copies thereof shall be either left with or

returned to the

Corporation.




5.4  The term

Confidential Information shall mean information disclosed to the Executive or

known, learned, created or observed by him as a consequence of or through his

employment by the Corporation, not generally known in the relevant trade or

industry, about the Corporations or any of its subsidiariesor affiliates business activities, services and processes, including but not limited to

information concerning advertising, sales promotion, publicity, sales data,

research, finances, accounting, methods, processes, business plans, broker or

correspondent lists and records and potential broker or correspondent lists and

records.




6.  Change

in Control .




6.1  For

purposes hereof, a Change in Control shall be deemed to have occurred if (a)

during any period of 12 months, individuals who at the beginning of such period

constitute the Board of Directors of the Corporation cease for any reason to

constitute a majority thereof unless the election, or the nomination for the

election by the Corporations stockholders of each new director was approved by

a vote of at least a majority of all of the

directors then still in office who were directors at the beginning of the

period, (b) a person or group of persons acting in concert (as defined in

Section 13 (a) of the Exchange Act), other than one or more members of the

Miller Family (hereinafter defined), acquires beneficial ownership, within the

meaning of Rule 13 (d) (3) of the Rules and Regulations of the United States

Securities and Exchange Commission promulgated pursuant to the Exchange Act, of

a number of voting shares of the Corporation which constitutes 35% or more

of the Corporations outstanding voting shares ,

(c) the Corporation

is merged, consolidated or reorganized into or with another corporation or

another legal entity and, as a result of such merger, consolidation or

reorganization, less than 50% of the combined voting power of the

then-outstanding securities of such corporation or entity immediately after such

transaction is held in the aggregate by the holders of the combined voting power

of the securities of the Corporation entitled to vote generally in the election

of directors of the

Corporation immediately prior to such transaction, or (d)

the Corporation undergoes a liquidation or dissolution or, in one or more related

transactions or one or more transactions

occurring within a consecutive 12-month period, a sale of all or substantially

all of the assets of the Corporation. No

merger, consolidation or corporate reorganization in which the owners of the

combined voting power of the Corporations then outstanding voting securities

entitled to vote generally prior to said combination, own 50% or more of the

resulting entitys outstanding voting securities shall, by itself, be considered

a Change in Control.







**8**





6.1.1  For

purposes of this Agreement, the term Miller Family shall mean Hugh Miller,

Marc E. Miller, Sidney Miller and Lee Miller, any of their respective spouses or

lineal descendants, or any trust (a) the

beneficial interests of which are directly

or indirectly held by

such persons or (b)

of which any of such persons serves as a trustee.




6.2  If, upon

a Change in Control, as defined under Section 6, the Executives employment with

the Corporation is terminated by the Corporation, or the Executive terminates

his employment with the Corporation for Good Reason (as defined in Section 2.5 ), in

each case within a twenty-four (24) month period following a Change in Control

(each a Change in Control Termination), the Executive shall be entitled to the

following severance compensation and benefits in lieu of any payments which

would otherwise be payable under Section 2.5:




(a)  within 15

days of the date of the Change in Control Termination the Change in Control

Termination Date), the Corporation shall pay the Executive all amounts of

earned or accrued compensation through the Executives termination date,

including reasonable business expenses;




(b)  within 15

days of the Change in Control Termination Date, the Corporation shall pay the

Executive as severance and in lieu of any further compensation for periods

subsequent to the Change in Control Termination Date an amount equal to the

product of (1) 299%, multiplied by (2) the last five yearsaverage annual

compensation as calculated in accordance with Section 280G of the Code;

and




(c)  the

Corporation shall continue on behalf of the Executive and his dependents and

beneficiaries the life insurance, disability, medical, dental, prescription drug

and hospitalization coverages and benefits provided to the Executive immediately

prior to the Change in Control Termination Date or, if greater, the coverages

and benefits generally provided at any time thereafter by the Corporation to its

senior officers for the remaining Term of this Agreement following the Change in

Control Termination Date. Health

benefits otherwise receivable by the Executive pursuant to this Section 6.2

shall be reduced to the extent substantially comparable

benefits are actually provided to the

Executive during such period from a subsequent Employer.







**9**





6.3  Executive

shall not be required to mitigate the amount of any payment provided

for in this Section 6 by seeking employment or otherwise.




6.4  Upon the

occurrence of a Change in Control, all stock options and restricted stock (and any

other equity-linked award that may be granted by the Corporation in the future) held by

the Executive beneficially (in trust or otherwise) and/or of record, including,

without limitation, all such

awards held in

trust for the benefit of the Executive in any share

option plan or

similar plan, as may be established at the Corporations discretion, shall vest

and become immediately exercisable on the date of the Change in Control (and in

the case of stock options, shall remain exercisable by the Executive until the

termination date stated in the related award

documentation), and the Corporation shall take all such actions as may be

necessary to release any then existing restrictions imposed by the Corporation

and waive any rights to repurchase such awards.




6.5 (a) Anything

in this Agreement to the contrary notwithstanding, in the event that it shall be

determined that any payment, distribution, acceleration of vesting of equity

awards, continuation of benefits, or other compensation from the Corporation to

or for the benefit of the Executive, whether paid or payable or distributed or

distributable pursuant to the terms of this Agreement or otherwise (each, a

Payment, and in the aggregate, the Payments), would constitute an excess

parachute payment within the meaning of Section 280G of the Code, and thus be

subject to the excise tax imposed by Section 4999 of the Code, and that it would

be economically advantageous to the Executive on an after-tax basis to reduce

the Payments to avoid or reduce the excise tax on excess parachute payments

under Section 4999 of the Code, the aggregate present value of amounts payable

or distributable to or for the benefit of the Executive pursuant to this

Agreement (such payments or distributions pursuant to this Agreement being

hereinafter referred to as Agreement Payments) shall be reduced (but not below

zero) to the Reduced Amount. The Reduced Amount shall be an amount expressed

in present value which maximizes the aggregate net amount available to the

Executive from Agreement Payments after reduction for all Federal, state and

local income and payroll taxes, Social Security taxes (including Medicare) and

the excise tax under Section 4999. In applying this Subsection (a), except as

may otherwise be mutually agreed upon by the Corporation and the Executive, the

Agreement Payments under Section 6.2(b) shall be reduced before reducing any

other Payments to be made to the Executive. For purposes of this Section 6.5,

present value shall be determined in accordance with Section 280G(d)(4) of the

Code.







**10**





(a)  All

determinations to be made under this Section 6.5 shall be made by the

Corporations independent public accountant immediately prior to the Change in

Control (the Accounting Firm), which firm shall provide its determinations and

any supporting calculations both to the Corporation and the Executive within 10

days of the Change in Control Termination Date. Any such determination by the

Accounting Firm shall be binding upon the Corporation and the Executive. Within

five days after this determination, the Corporation shall pay (or cause to be

paid) or distribute (or cause to be distributed) to or for the benefit of the

Executive such amounts as are then due to the Executive under this

Agreement.




(b)  As a

result of the uncertainty in the application of Section 280G of the Code at the

time of the initial determination by the Accounting Firm hereunder, it is

possible that Agreement Payments, as the case may be, will have been made by the

Corporation which should not have been made (Overpayment) or that additional

Agreement Payments which have not been made by the Corporation could have been

made (Underpayment), in each case, consistent with the calculations required

to be made hereunder. Accordingly, within two years after the Change in Control

Termination Date, the Accounting Firm shall review the determination made by it

pursuant to Subsection (b), above. In the event that the Accounting Firm

determines that an Overpayment has been made, any such Overpayment shall be

treated for all purposes as a loan by the Corporation to the Executive, which

the Executive shall repay to the Corporation, together with interest at the

applicable federal rate provided for in Section 7872(f)(2) of the Code (the

Federal Rate); provided, however, that no amount shall be payable by the

Executive to the Corporation if and to the extent such payment would not reduce

the amount which is subject to the excise tax under Section 4999 of the Code. In

the event that the Accounting Firm determines that an Underpayment has occurred,

any such Underpayment shall be promptly paid by the Corporation to or for the

benefit of the Executive together with interest at the Federal

Rate.







**11**





All of

the fees and expenses of the Accounting Firm in performing the determinations

referred to in Subsections (b) and (c), above, shall be borne solely by the

Corporation. The Corporation agrees to indemnify and hold harmless the

Accounting Firm of and from any and all claims, damages and expenses resulting

from or relating to its determinations pursuant to Subsections (b) and (c),

above, except for claims, damages or expenses resulting from the gross

negligence or willful misconduct of the Accounting Firm.




7.  Assignment . The

Corporation shall require any successor or assign to all or substantially all

the assets of the Corporation (whether by merger or by acquisition of stock,

assets or otherwise) prior to consummation of any transaction therewith, to

expressly assume and agree to perform in writing this Agreement in the same

manner and to the same extent that the Corporation would be required to perform

it if no such succession or assignment had taken place. This

Agreement shall inure to the benefit of and be binding upon the Corporation, its

successors and assigns, and upon the Executive and his heirs, executors,

administrators and legal representatives. This

Agreement shall not be assignable by the Executive.




8.  No

Third Party Beneficiaries . This

Agreement does not create, and shall not be construed as creating, any rights

enforceable by any person not a party to this Agreement, except as provided in

Section 7 hereof.




9.  Headings . The

headings of the sections hereof are inserted for convenience only and shall not

be deemed to constitute a part hereof nor to affect the meaning

thereof.




10. Interpretation . In case

any one or more of the provisions contained in this Agreement shall, for any

reason, be held to be invalid, illegal or unenforceable in any respect, such

invalidity, illegality or unenforceability shall not affect any other provisions

of this Agreement, and this Agreement shall be construed as if such invalid,

illegal or unenforceable provision

had never been contained herein. If,

moreover, any one or more of the provisions contained in this Agreement shall

for any reason be held by a court of competent jurisdiction to be unenforceable

because it is excessively broad as to duration, geographical scope, activity or

subject, it shall be construed by limiting and reducing it, so as to be

enforceable to the extent compatible with the applicable law as it shall then

appear.







**12**





11.  Notices . All

notices under this Agreement shall be in writing and shall be deemed to have

been given at the time when mailed by registered or certified mail, addressed to

the address below stated party to which notice is given, or to such changed

address as such party may have fixed by notice given as set forth

herein:




To the

Corporation:




Delta

Financial Corporation


1000

Woodbury Road


Suite 200


Woodbury, NY 11797


Attn: General

Counsel




And




To the

Executive:





Richard

Blass


22

Wharton Place


Melville,

NY 11747




provided,

however, that any notice of change of address shall be effective only upon

receipt.




12.  Waivers . If either

party should waive any breach of any provision of this Agreement, he or it shall

not thereby be deemed to have waived any preceding or succeeding breach of the

same or any other provision of this Agreement.




13.  Complete

Agreement; Amendments . The

foregoing is the entire agreement of the parties with respect to the subject

matter hereof and may not be amended, supplemented, canceled or discharged

except by written instrument executed by both parties hereto. This

Agreement shall supersede and replace any and all prior agreements between the

parties, including that certain agreement dated

February 27, 2002 .







**13**





14.  Equitable

Remedies . The

Executive acknowledges that he has been employed for his unique talents and that

his leaving the employ of the Corporation would seriously hamper the business of

the Corporation and that the Corporation will suffer irreparable damage if any

provisions of Section 5 hereof are not performed strictly in accordance with

their terms or are otherwise breached. The

Executive hereby expressly agrees that the Corporation shall be entitled as a

matter of right to injunctive or other equitable relief, in addition to all

other remedies permitted by law, to prevent a breach or violation by the

Executive and to secure enforcement of the provisions of Section 5. Resort to

such equitable relief, however, shall not constitute a waiver or any other

rights or remedies, which the Corporation may have.




15.  Governing

Law . This

Agreement is to be governed by and construed in accordance with the laws of the

State of New York, without giving effect to principles of conflicts of

law.










**14**









IN

WITNESS WHEREOF, the parties hereto have executed this Agreement as the date

first above written.


**DELTA

      FINANCIAL CORPORATION**By:

    /s/ HUGH

      MILLERTitle:  President


Date:  March 30,

    2005

    By:

    /s/ RICHARD

BLASSTitle:
















**15**