**SEVENTH      MODIFICATION OF**

**REVOLVING      CREDIT LOAN AND**

**SECURITY      AGREEMENT AND OTHER LOAN DOCUMENTS**

**Modification**
**“RAI”**
**RPI      XXX**
**),**
**“RPI      XLI”**
**“RCI”**
**Borrowers**
**Bank**
**Lender**

**BACKGROUND**

**RPI      XXIV**
**RPI      XL**
**RPI      53**
**Original      Borrowers**
**Loan      Agreement**
**Loan**

**Leasehold      Mortgage**
**Savannah**
**Real      Estate**

**First      Modification**
*inter      alia*

**Note**

**Second      Modification**

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**Third      Modification**

**Fourth      Modification**

**Fifth      Modification**
**“Georgia      Property”**
**“Georgia      Mortgage”**
**First      Allonge**

**Sixth      Modification**
**“RPI      XLI Shares”**

**“RCC      Shares”**
**“Uman”**
**“Headhouse      Loan”**
**Headhouse      Loan**
**“Headhouse      Loan Documents”**

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**“RCI      Pledge Agreement”**
**Control      Agreement**

**Headhouse      Loan Assignment**

**Second      Allonge**
**Other      Modifications**
**Loan      Documents**

**AGREEMENT**

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**AND      THE WARRANTS OF ATTORNEY TO CONFESS JUDGMENT CONTAINED IN THE NOTE, AND ANY      OF      THE OTHER LOAN DOCUMENTS**
**,**
**“Obligations”**
**AND      THE WARRANTS OF ATTORNEY TO CONFESS JUDGMENT CONTAINED IN THE NOTE, AND ANY      OF      THE OTHER LOAN DOCUMENTS**
**,**

**BORROWERS      HEREBY CONFIRM AND AGREE THAT THEY HAVE NO CLAIM, CAUSE OF ACTION, DEFENSE,      SET-OFF, COUNTERCLAIM OR CHALLENGE OF ANY KIND OR NATURE WHATSOEVER AGAINST      THE      PAYMENT OF ANY OF THE SUMS OWING UNDER THE NOTE, OR THE TERMS OF THE OTHER      LOAN      DOCUMENTS OR THE ENFORCEMENT OR VALIDITY OF THE NOTE, OR THE OTHER LOAN      DOCUMENTS, AND DO HEREBY REMISE, RELEASE AND FOREVER DISCHARGE ANY AND ALL      SUCH      CLAIMS, CAUSES OF ACTION, DEFENSES, SET-OFFS, COUNTERCLAIMS OR      CHALLENGES**

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**,**
**BORROWERS      HEREBY AGREE THAT THEY ARE, OR REMAIN, AS THE CASE MAY BE, BOUND BY THE WARRANT      OF ATTORNEY TO CONFESS JUDGMENT AS SET FORTH IN THE NOTE. THE BORROWERS HEREBY      CONFIRM THAT THEY HAVE AGREED TO BE BOUND BY THE FOREGOING AFTER RECEIVING      ADVICE FROM COUNSEL OF THEIR CHOOSING WITH REGARD TO THE SAME AND FURTHER      CONFIRM THAT THEIR AGREEMENT TO BE SO BOUND IS BASED ON A KNOWING, VOLUNTARY      AND      INTELLIGENT DECISION**

*“Collateral      Documents” means the Assigned Loan Documents and all documents, instruments and      agreements evidencing the pledge, assignment or granting of any security      interest in and to any of the Real Estate, the RPI XLI Shares, the RCC Shares      or      any other Collateral and/or Substitute Collateral evidencing, securing and/or      otherwise relating to the Line, including without limitation those documents      and      instruments set forth on Exhibit “A” attached hereto and made a part      hereof, as the same may be amended from time to time in accordance with the      terms hereof.”*

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*“Substitute      Collateral” means all of the (a) real property or notes, mortgages and other      documents and instruments, evidencing and/or securing a commercial mortgage      loan      (or a participation interest therein) of which a Borrower is the owner (all      as      more fully described in Section 4.1 herein), where Bank shall have received      an      Appraisal of the real property subject to such loan and such other reports      (including environmental reports), surveys, and information relating thereto      as      Bank may request, and (b) such other real or personal property as Bank may      accept from a Borrower as collateral for the obligations of Borrower hereunder      and under the other Loan Documents, where such Substitute Collateral is      evidenced by mortgages, assignments, deeds of trust, mortgages, pledge      agreements and other documents, instruments and agreements as my be resonbaly      required by Bank. Upon the delivery of Substitute Collateral to Bank and the      acceptance thereof by Bank, all such documents and instruments shall constitute      Collateral Documents (and Exhibit “A” shall be amended accordingly) and the      real property, if any, to which they relate shall constitute Real Estate and      Collateral and the personal property, if any to which they relate, if any,      shall      constitute Collateral (and Exhibits “A” and “B” shall be amended      accordingly).*

*““Assigned      Loan Documents” means any notes, mortgages, participation agreements, pledge      agreements, deeds of trust, assignments or other documents instruments or      agreements evidencing any loan or particpation assigned to Bank by any Borrower      as security for the Line Note, including, but not limited to, the Headhouse      Loan      Documents.”*

*““Headhouse      Loan Documents means any and all notes, documents, instruments and agreements      evidencing and/or securing the Headhouse Loan.*

*““Headhouse      Loan” means that certain mortgage loan from PRI XXX to Uman Realty LLC, a New      Jersey limited liability company in the amount of $2,800,000.*

*““Pledge      Agreements” means the RAI Pledge Agreement and the RCI Pledge      Agreement.*

*““RAI”      means Resource America, Inc, a Delaware corporation.*

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*““RAI      Pledge Agreement” means the Pledge Agreement from RAI in favor of Lender,      whereby RAI pledges and assigns to Lender, as collateral for the obligations      of      Borrower hereunder and under the other Loan Documents, the RPI XLI      Shares.”*

*““RCC”      means Resource Capital Corp., a Maryland corporation.*

*““RCC      Shares” means the shares of RCC, pledged to Lender, pursuant to the RCI Pledge      Agreement, by RCI for the obligations of Borrower hereunder and under the other      Loan Documents.”*

*              ““RCI” means Resource Capital Investor, Inc., a Delaware        corporation.”*

*          ““RCI      Pledge Agreement” means the RCI Pledge Agreement from RCI in favor of Lender,      whereby RCI assigns to Lender, as collateral for the obligations of Borrower      hereunder and under the other Loan Documents, the RCC Shares.”*

*              ““RPI XLI Shares” means the shares of Resource Properties XLI, Inc., pledged to      Lender, pursuant to the RAI Pledge Agreement, by RAI, as collateral for the      obligations of Borrower hereunder and under the other Loan      Documents.”*

*             “*
*Line        of Credit*
*.        Bank will establish for Borrower for and during the period from the date        hereof        and until July 27, 2009 (the “Expiration Date”), subject to the Extension        Periods (set forth and defined in Section 3.9 hereof), and further, subject        to        the terms and conditions hereof (including without limitation the Borrowing        Base        set forth in Section 1.4 herein), a revolving line of credit (the “Line”)        pursuant to which Bank will from time to time make loans to Borrower in an        aggregate outstanding principal amount not to exceed at any time Fourteen        Million Dollars ($14,000,000).”*

*         ““*
*Use      of Proceeds*
*Borrower      may use the advances under the Line for general working capital      purposes.”*

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*                         “Notwithstanding anything contained herein to the contrary, but subject to the      provisions of Section 4.4(b) herein, the aggregate outstanding principal balance      of the Line shall not exceed at any time the sum of the following (the“*
***Borrowing      Base***
*”)      (i) sixty-five percent (65%) of the Appraised Value of the Real Estate (not      including such of the Real Estate that has been released from the lien of any      Collateral Documents or that otherwise relates to a Collateral Document that      has      been terminated or satisfied) *
*plus*
*      (ii)      with respect to the Intown Loan Documents, the lesser of (A) $6,430,000 less      the      value of any mortgage lien senior to the mortgage securing the Intown loan      documents or (B) anticipated cash flow from the Intown Loan divided by .12      *
*plus*
*      (iii) fifty percent (50%) of the fair market value of the RCC Shares, which      shares shall be marked to market monthly by Lender, *
*plus*
*      (iv)      with respect to the Headhouse Loan, the lesser of (A) $2,600,000 less the value      of any mortgage lien senior to the mortgage securing the Headhouse loan      documents or (B) the anticipated cash flow from the Headhouse Loan divided      by      .12. Notwithstanding the foregoing, in the event of a default under the Intown      Loan Documents or the Headhouse Loan Documents, Lender may determine to remove      the cash flow of the Intown Loan and/or the Headhouse Loan, as applicable,      from      the Borrowing Base, if Lender believes, in its reasonable discretion, that      the      collection of the Intown Loan, or the Headhouse Loan, as applicable, has been      materially impaired. The value assigned to the Collateral for purposes of      computing the Borrowing Base, is set forth on Schedule 1.4      hereto.”*

*“*
*Limitation      on Number of Tranches*
*      Borrower shall be limited to having no more than three (3) LIBOR Rate tranches      outstanding at any one time.”*

*“*
*Interest      on the Line*
*.      Interest on the unpaid outstanding principal balance of the Line will accrue      from the date of the advance until final payment thereof, at Borrower’s option,      at either (i) equal to, or (ii) at the LIBOR Rate plus 200 basis points, a      per      annum rate equal to the Prime Rate in effect from time to time (such interest      rate to change immediately upon any change in the Prime Rate), or at the      Borrower’s option, at the LIBOR Rate plus 200 basis points. *

*The      “LIBOR Rate” means the offered rate for delivery in two London Banking Days (as      defined below) of deposits of U.S. Dollars which the British Bankers’Association fixes as its LIBOR rate and which appears on the Telerate Page      3750      as of 11:00 a.m. London time on the day on which the Interest Period commences,      and for a period approximately equal to such Interest Period. If the first      day      of any Interest Period is not a day which is both a (i) business day, and (ii)      a      day on which US dollar deposits are transacted in the London interbank market      (a“London Banking Day”), the LIBOR Rate shall be determined in reference to the      next preceding day which is both a business day and a London Banking Day. If      for      any reason the LIBOR Rate is unavailable and/or the Lender is unable to      determine the LIBOR Rate for any Interest Period, the LIBOR Rate shall be deemed      to be equal to the Prime Rate.*

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*“Interest      Period” means the period commencing on the date on which the interest rate under      the Loan is converted to (or is continuing as) the LIBOR Rate, and ending on      (but excluding) the day which numerically corresponds to such date one month      thereafter (or, if such month has no numerically corresponding day, on the      last      business day of such month).”*

*“Bank      may elect to extend the Expiration Date for up to two, one-year periods (each      an“Extension Period”), subject to the following terms and      conditions:*

*(i)*
*On      or      before May 31 of each year commencing on May 31, 2009, Bank will notify Borrower      if (i) Bank has elected to extend the Expiration Date then in effect by an      Extension Period, or (ii) Bank has elected not to extend the Expiration Date      then in effect. A failure by the Bank to send any such notice shall be deemed      to      be an election by Bank not to extend the Expiration Date then in      effect;*

*(ii)      *
*as      of      the date of the commencement of any Extension Period, there shall not have      occurred any Event of Default and there shall be, as of such date, no Potential      Default; *

*(iii)      *
*as      of      the date of the commencement of any Extension Period, there shall have not      occurred any material adverse change in the financial condition of any Borrower      and/or the Collateral; and*

*(iv)      *
*on      or      before the commencement date of any Extension Period, Borrower shall execute      or      cause to be executed any other documents reasonably requested by      Bank.*

*To      the extent that Borrower elects to extend the Expiration Date for an Extension      Period, the term the “Expiration Date” shall be the last day of such applicable      Extension Period.*

*In      the event that Bank determines in the exercise of its sole discretion that      it      will extend the Expiration date then in effect, Borrower shall, at least five      (5) days prior to the then current Expiration Date, pay to Bank an extension      fee      of Thirty-Five Thousand Dollars ($35,000). If Borrower shall fail to pay such      extension fee to Bank as and when required, Bank’s election to extend the      Expiration Date shall be deemed to be canceled and shall be null and void and      of      no further force or effect and the Expiration Date then in effect shall continue      as if Bank had not provided any notice of election to extend.”*

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*                          “4.1*
*Assignment      and Security Interest*
*.      As      security for the performance by Borrower of this Agreement and the other Loan      Documents and the payment of the Line Note and as security for the performance      of the Guaranty and all other liabilities of any Borrower to Bank (whether      absolute or contingent, matured or unmatured, direct or indirect, sole, joint,      several or joint and several, similar or dissimilar, related or unrelated,      due      or to become due or heretofore or hereafter contracted or acquired), Borrower      hereby pledges, assigns, transfers and sets over to Bank and grants to Bank      a      security interest in all of Borrower’s right, title and interest in and to the      following: *

*(a)*
*all      of Borrower’s powers, privileges and other benefits under any and all Assigned      Loan Documents;*

*(b)*
*the      immediate right to receive and collect all sums payable to or receivable by      Borrower under or pursuant to the provisions of all Assigned Loan Documents,      whether as principal, interest, casualty or insurance payments, or otherwise      (“Payments”);*

*(c)*
*the      right to make all waivers and agreements, to give all notices, consents and      releases, and to take all action upon the happening of a Collateral Document      Default;*

*(d)*
*the      right to do any and all other things whatsoever which Borrower is or may become      entitled to do under the Assigned Loan Documents, including without limitation      all rights to be substituted as a creditor in any bankruptcy proceeding      affecting any Obligor, Assigned Loan Documents, or Real Estate, with full voting      rights, the right to receive dividends, and the right to participate in the      administration of any plan, whether in liquidation or reorganization, and the      right to take any and all actions that Borrower may be entitled to take as      a      participant under any Assigned Loan Document. In further of the foregoing      assignment, Borrower hereby irrevocably authorizes and empowers Bank, in its      own      name or in the name of its nominee, or in the name of Borrower or as its      attorney, to ask, demand, sue for, collect and receive any and all Payments      to      which Borrower is or may become entitled under any Assigned Loan Document and      to      enforce compliance by any Obligor, or any maker, mortgagor, or other party      thereto, with all of the terms and provisions thereof;*

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*(e)*
*All      Deposit Accounts maintained by any Borrower, together with all cash deposited      in      the same.*

*4.2*
*Representations      Regarding Collateral.*
*      Borrower represents and warrants that:*

*(a)*
*Borrower      has full right and title to the Collateral and (either as owner of the Assigned      Loan Documents or a participation interest in and to the Assigned Loan      Documents) to the Assigned Loan Documents, free from*

*any      lien, security interest, encumbrance or other right, title and interest of      any      other person or entity.*

*(b)*
*Borrower      has not made any currently effective assignment of any interest in any of the      Collateral or the Assigned Loan Documents other than to Bank pursuant to this      Agreement and the other Loan Documents.*

*(c)*
*No      Obligor has any set-off, defense or counterclaim to any of its obligations      under      any Assigned Loan Document (as the same may have been modified by any      forbearance agreement relating thereto).*

*(d)*
*Subject      to the provisions of any forbearance agreement relating thereto, all Assigned      Loan Documents are in full force and effect with respect to the payment      obligations arising under them.*

*(e)*
*Except      as may be specifically provided in the Assigned Loan Documents, no Payments      have      been collected, anticipated, waived, released, discounted or otherwise      discharged or compromised except in accordance with their regularly scheduled      payment dates.*

*(f)*
*There      is only one original note evidencing each loan to which the Assigned Loan      Documents relate, if applicable, only one original deed-in-lieu of foreclosure      relating to any loans to which the Assigned Loan Documents relate, and, if      applicable, only one Participation Certificate evidencing participation      interests comprising a portion of the Collateral, all of which, to the extent      applicable, have been delivered to Bank.*

*4.3*
*Covenants      Regarding Collateral*
*.      So      long as the Line Note remains unpaid or Bank has any commitment under the Line,      without the prior written consent of Bank, which consent shall not be      unreasonably withheld or delayed:*

*(a)*
*Borrower      shall not obtain any other loans or other financing secured by an encumbrance,      lien, mortgage, security interest or other interest in any of the Collateral,      or      assign, sell, transfer (voluntarily or by operation of law), or otherwise      dispose of any interest in any of the Collateral or the Real      Estate.*

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*(b)*
*Borrower      shall receive or collect monthly (or otherwise if so provided by the terms      of      the Assigned Loan Documents) payment of principal and interest pursuant to      and      in accordance with the terms and conditions of the Assigned Loan      Documents.*

*(c)*
*Prior      to the occurrence of an Event or Default, Borrower shall not alter, amend,      extend, cancel or otherwise change any terms or conditions of the Assigned      Loan      Documents if as a result thereof there would occur an Event of Default or      Potential Default. Following the occurrence of an*
*Event      of Default, Borrower shall not alter, amend, cancel or otherwise change any      provision of any of the Assigned Loan Documents.*

*(d)*
*In      the event Borrower goes into possession of any of the Real Estate relating      to      the Assigned Loan Documents, should Bank thereafter decide to go into possession      pursuant to this Agreement, Borrower shall immediately vacate the affected      Real      Estate and perform whatever acts or execute whatever documents required by      Bank,      in its sole discretion, to expedite Bank’s possession of the affected Real      Estate.*

*(e)*
*Borrower      shall keep accurate and complete records of Payments and the Collateral      Documents and shall furnish Bank with such information as Bank may request,      including without limitations, the information required by Section 8      herein.*

*(f)*
*Following      the occurrence of an Event of Default Borrower, shall not exercise any right      or      remedy granted under any of the Assigned Loan Documents without the prior      written consent of Bank.*

*(g)*
*Following      the occurrence of an Event of Default, Borrower shall not (i) waive, excuse,      condone or in any manner release or discharge any obligation, covenant or      agreement of any Obligor under any Assigned Loan Document; (ii) cancel,      terminate or permit the surrender of any Assigned Loan Document; or (iii)      solicit or accept any prepayment of monies under any Assigned Loan      Document.*

*(h)*
*Borrower      shall not release or terminate any of its interest in, to or under any Assigned      Loan Document.*

*                             (i)*
*Borrower      shall not propose or consent to any plan of reorganization or liquidation in      any      proceeding in the United States Bankruptcy Court with regard to any Assigned      Loan Documents, Real Estate, Collateral or Obligor.”*

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*“6.22*
*Bank      Accounts*
*.*

*(a)*
*Except      as otherwise permitted herein, no Borrower shall open or maintain any bank      accounts with respect to the Collateral, the Assigned Loan Documents or the      Real      Estate other than the Deposit Accounts and bank accounts maintained with Bank.      Each Borrower shall deposit or cause to be deposited into the Deposit Accounts      or such other accounts as may be maintained with Bank from time to the time      the      rentals and other income from the Real Estate and all other Payments. Any income      received with respect to the balance from time to time standing to the credit      of      the Deposit Accounts and any other deposit accounts maintained with Bank,      including any interest, shall remain, or be deposited in the Deposit Accounts      or      such other accounts.*

*(b)*
*All      right, title and interest in and to the cash amounts on deposit from time to      time in the Deposit Accounts shall vest in Bank, shall constitute part of the      Collateral hereunder and shall not constitute payment of the Bank Indebtedness      until applied thereto as hereinafter provided. Each Borrower shall as promptly      as possible deposit the proceeds of any Collateral and all payments received      by      it into the Deposit Accounts. Until so deposited, all such proceeds shall be      held in trust by Borrower for and as the property of Bank and shall not be      commingled with any other funds or property of either of them. The balance      from      time to time standing to the credit of the Deposit Accounts shall, except as      set      forth in subsection (c) below, be distributed to Borrower in accordance with      the      provisions of the Depository Agreements.*

*(c)*
*If      an      Event of Default shall have occurred and Bank shall have given notice to      Borrower of its intent to exercise exclusive control over the Deposit Accounts,      then (i) the applicable Borrower shall instruct all Obligors and other Persons      obligated in respect of any Assigned Loan Document or Real Estate to make all      payments in respect of the Assigned Loan Document, and shall use its best      efforts to cause them to do so, directly to the Deposit Accounts, and (ii)      no      Borrower shall be entitled to receive any distribution from the Deposit      Accounts.”*

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***6.23***
***RCC      Shares***
*.      *

*(a)*
*Borrowers      represent and warrant that the RCC Shares have been registered under the      Securities Act of 1933, as amended ("Securities Act"), under a currently      effective Form S-11 shelf registration statement of RCC.  Borrowers further      represent that, under a registration *
*rights      agreement with RCC, of which Borrowers, or their subsidiaries, are      beneficiaries, RCC is required to use its commercially reasonable best efforts      to maintain the registration's effectiveness until the earlier of two years      following the registration's effective date or the date all shares covered      by      the registration have been sold or all shares not held by affiliates of RCC      are      eligible for sale pursuant to Rule 144(k) of the Securities Act."*

*(b)*
*Borrowers      represent and warrant that the RCC Shares have been held by RCI since March      5,      2005 and were fully paid for by it on such date. Borrowers further represent      and      warrant that RCI complies with all of the conditions relating to a pledgor      of      securities set forth in Rule 144(d)(3)(iv) under the Securities      Act."*

*“”Minimum      Tangible Net Worth” Borrower shall maintain a minimum Tangible Net Worth of One      Hundred Million Dollars ($100,000,000.000) plus eighty-five percent (85%) of      future equity offerings of Borrower at September 30, 2006 and at each calendar      quarter end thereafter. For purposes hereof, “Tangible Net Worth” shall be      defined as Total Assets less intangibles and less Liabilities, each determined      in accordance with GAAP.”*

|   |   | *“Debt                Service Coverage Ratio. “Borrower shall maintain a ratio of (a) revenues,                calculated on an annualized basis, of the cash flow derived from                the                Headhouse Loan and the Intown Loan plus dividends received on account                of                the RCC Shares (annualized based upon the most recent calendar quarter),                to (b) the greater of (i) actual interest paid on the Line during                the                period of calculation, or (ii) $1,400,000.00, of not less than 1.15                to                1.0.”* |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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**“Pledge      Agreement”**

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**Indemnified      Parties**

**BORROWERS      ACKNOWLEDGE THAT THE NOTE, AND OTHER LOAN DOCUMENTS CONTAIN AUTHORIZATIONS      TO      CONFESS JUDGMENT AGAINST BORROWERS, THAT AT THE TIME ORIGINAL BORROWERS EXECUTED      THE NOTE, AND THE OTHER LOAN DOCUMENTS BORROWERS CONSULTED, AND IN CONNECTION      WITH THE EXECUTION OF THIS MODIFICATION AND THE EXECUTION OF THE DOCUMENTS      AND      INSTRUMENTS REQUIRED HEREBY HAVE CONSULTED LEGAL COUNSEL WITH RESPECT THERETO      AND THAT BORROWERS UNDERSTAND (AND AT THE TIME BORROWERS EXECUTED THE NOTE,      AND      OTHER LOAN DOCUMENTS BORROWERS UNDERSTOOD) THAT THE EXERCISE BY BANK      OF   **

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**THE      AUTHORIZATIONS WILL RESULT IN THE ENTRY OF A JUDGMENT AGAINST BORROWERS AND      THE      SALE OR ATTACHMENT OF OR EXECUTION UPON BORROWERS’ PROPERTY (INCLUDING WITHOUT      LIMITATION REAL PROPERTY, PERSONAL PROPERTY AND BANK ACCOUNTS) WITHOUT PRIOR      NOTICE OR THE OPPORTUNITY FOR A HEARING**

***Signature      lines follow on next page.***

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**BORROWERS:**

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**BANK:**

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| **A.** | **Resource                Properties XXX, Inc.                (Headhouse)** |
|--------|-----------------------------------------------------------------------------|

**B.**

**C.**
**Resource      America, Inc.**

**D.**
**Resource      Capital Investor, Inc.**

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|   | 2. | Resource                Properties XXX, Inc., Resource Properties XLI, Inc. and Resource                Capital                Investor, Inc. are all owned by Resource America,                Inc. |
|--------|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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| 1. | Cherry,                et al. v. Resource America, Inc., et al.,                New York Supreme Court, Chautauqua County, No.                K1-2000-171. |
|----|------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 2. | Pyramid                Video, Inc. V. National Press Building L.P., et al.,                District of Columbia Superior Court, No.                02-0003479. |
|----|----------------------------------------------------------------------------------------------------------------------------------------------------------------|

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