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                                                                 EXHIBIT 10.7(J)

                     THIRD AMENDMENT TO GUARANTY OF PAYMENT

         THIS THIRD AMENDMENT TO GUARANTY OF PAYMENT (this "Third Amendment") is
made and entered into as of July 28, 2005, by RESOURCE AMERICA, INC., a Delaware
corporation ("Guarantor") for the benefit of NATIONAL CITY BANK, a national
banking association ("Secured Party").

                                   BACKGROUND

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

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

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

                                    AGREEMENT

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

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

                  guaranteed debt means, collectively, the principal of and
                  interest from time to time accruing on any and all
                  indebtedness owed by Borrower to Bank pursuant to a Revolving
                  Credit Agreement, dated as of June 11, 2002, as amended,
                  between Borrower and Bank providing for revolving credit in
                  the maximum aggregate amount of $50,000,000 (the "Revolving
                  Credit Agreement"), and all fees and other liabilities, if
                  any, incurred by Borrower and owing to Bank under such
                  Revolving Credit Agreement and includes (without limitation)
                  every such advance or other liability even if the same be
                  obtained during the existence of any default by Borrower or
                  during Guarantor's incompetence, insolvency or liquidation,
                  and each renewal or extension, if any, of the foregoing or any
                  thereof in whole or in part;


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B. General Provisions.

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

         2. This Third Amendment, once executed, may be delivered by facsimile
transmission of a copy of this Third Amendment bearing the signature of the
party so delivering this Third Amendment.






                      [SIGNATURE APPEARS ON FOLLOWING PAGE]



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



                                                RESOURCE AMERICA, INC.


                                                By: /s/ STEVEN J. KESSLER
                                                    --------------------------
                                                Name: Steven J. Kessler
                                                Title: Chief Financial Officer







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