Exhibit-Employment Agreement


    

      Exhibit
        10.1

      


      EMPLOYMENT
        AGREEMENT

      


      


      AGREEMENT
        made as of the 30th
        day of
        December, 2005 by and between DELTA FINANCIAL CORPORATION, a Delaware
        corporation (the “Corporation”), and Sidney A. Miller (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 Chairman of the Board 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 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 Long
        Island, New York and the Executive shall not be required to relocate outside
        of
        Long Island, New York without his consent. 

      


      2. Term
        of Employment

      


                 
        2.1. The
        term
        of employment shall be three 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.
        

      


                 
        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.

       

                    
        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 $250,000 per annum. The salary shall be payable in equal installments
        in
        accordance with the Corporation’s normal payroll practices.

      


                                                 
         (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.

      


      3.2. The
        Executive shall be entitled to participate in, and receive benefits from,
        any
        insurance, medical, disability, bonus, incentive compensation (including
        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 $1,200 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.

      


      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 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 Key
        Employee Share 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
        30th
        day
        after giving of such notice; provided, however,
        that no
        such termination will be effective if prior to the 30th
        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.

      


      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, plus the average of his annual bonuses over the last three years,
        less the amount of employer-paid disability insurance received by Executive
        under his benefit plan.

       

      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 the Corporation
        terminates the Executive’s employment with the Corporation pursuant to Sections
        2.2 or 4.1, or (b) the Executive terminates his employment with the Corporation
        for any reason, 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

       

      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. 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.

      


      7. 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 6 hereof.

      


      8. 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.
        

      


      9. Interpretation.
        n 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.

      


      10. 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,
        New York 11797

      Attn:
        General Counsel

      


      And

      


      To
        the
        Executive:

       

      Sidney
        A.
        Miller

                                     
        [OMITTED]

      


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

      


      11. 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. 

      


      12. 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.

      


      13.  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. 

      


      14. 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.
        

      


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

      


      
        
          	 	 	 
	 	DELTA
                  FINANCIAL CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/ RICHARD
                  BLASS  
	 	
                  

                
	 	Title: 
                  Executive Vice President


        

        
          	 	 	 
	 	 
	 
 	 
 	 
 
	Date: 
                  December 30, 2005	By:  	/s/ SIDNEY
                  A. MILLER
	 	
                  

                
	 	Title: 
                  Chairman of the Board