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NUMBER RA-0277

The Common Shares represented by this certificate are subject to restrictions on
transfer for the purpose of the Trust's maintenance of its status as a real
estate investment trust under the Internal Revenue Code of 1986, as amended (the
"Code"). Subject to certain further restrictions and except as provided in the
Amended and Restated Declaration of Trust of the Trust ("Trust Agreement"), no
Person may (i) Beneficially or Constructively Own Common Shares in excess of
8.3% (or such other percentage as may be determined by the Board of Trustees) of
the number of outstanding Common Shares, unless such Person is the Excluded
Holder (in which case the Excluded Holder Limit shall be applicable); (ii)
Beneficially or Constructively Own Preferred Shares of any series of Preferred
Shares in excess of 9.8% of the number of outstanding Preferred Shares of such
series, (iii) Beneficially Own Equity Shares that would result in the Equity
Shares being beneficially owned by fewer than 100 Persons (determined without
reference to any rules of attribution), (iv) Beneficially Own Equity Shares that
would result in the Trust being "closely held" under Section 856(h) of the Code,
or (v) Constructively Own Equity Shares that would cause the Trust to
Constructively Own 10% or more of the ownership interests in a tenant of the
Trust's real property, within the meaning of Section 856(d)(2)(B) of the Code.
Any Person who attempts to Beneficially or Constructively Own shares of Equity
Shares in excess of the above limitations must immediately notify the Trust in
writing. If any restrictions above are violated, the Equity Shares represented
hereby will be transferred automatically to a Share Trust and shall be
designated Shares-in-Trust to a trustee of a trust for the benefit of one or
more charitable beneficiaries. In addition, upon the occurrence of certain
events, attempted transfers in violation of the restrictions described above may
be void ab initio. All capitalized terms in this legend have the meanings
defined in the Trust Agreement, as the same may be further amended from time to
time, a copy of which, including the restrictions on transfer, will be sent
without charge to each shareholder who so requests. Such requests must be made
to the secretary of the Trust at its principal office.

                             RAIT INVESTMENT TRUST
                      COMMON SHARES OF BENEFICIAL INTEREST
                            PAR VALUE $.01 PER SHARE

                                                      CUSIP 749227 10 4
                                             SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFIES THAT

(the "Holder') is the owner of                                     Common Shares

of beneficial interest (the "Common Shares") of RAIT INVESTMENT TRUST (the
"Trust"), a statutory real estate investment trust formed under the laws of the
State of Maryland, representing undivided beneficial interests in the Trust.
Subject to the restrictions set forth in Article VII of the Trust Agreement (as
defined below), the Common Shares are transferrable on the books and records of
the Trust, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer.

     The designations, rights, privileges, restrictions, preferences and other
terms and provisions of the Common Shares are set forth in, and this certificate
and the Common Shares represented hereby are issued and shall in all respects be
subject to the terms and provisions of, the Amended and Restated Declaration of
Trust of the Trust, dated as of November 12, 1997, as the same may be amended
from time to time (the "Trust Agreement"). The Trust will furnish a copy of the
Trust Agreement to the Holder without charge upon written request to the Trust
at its principal place of business or registered office.

     Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

     This certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar.

     IN WITNESS WHEREOF, the Trust has caused this certificate to be signed in
facsimile by its duly authorized officers.

Countersigned and Registered by

     AMERICAN STOCK TRANSFER & TRUST COMPANY,
                    TRANSFER AGENT AND REGISTRAR

By: /s/  [Signature Illegible]
    --------------------------
    AUTHORIZED SIGNATURE

                              RAIT INVESTMENT TRUST
                              CORPORATE SEAL 1997
                                    MARYLAND

/s/ Jonathan Z. Cohen                             /s/ Betsy Z. Cohen
---------------------                             ---------------------------
    Jonathan Z. Cohen                                 Betsy Z. Cohen
    SECRETARY                                         CHIEF EXECUTIVE OFFICER

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     The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common

TEN ENT - as tenants by the entireties

JT TEN  - as joint tenants with right
          of survivorship and not as
          tenants in common

UNIF GIFT MIN ACT - __________ Custodian ___________
                      (Cust)               (Minor)

                    under Uniform Gifts to Minors Act

                    _________________________________
                                (State)

    Additional abbreviations may also be used through not in the above list.

     For value received, the undersigned hereby sell(s), assign(s) and
transfer(s) unto________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
of the Common Shares represented by the within Certificate and do hereby
irrevocably constitute(s) and appoint(s)________________________________________

___________________________________________________________________ Attorney to
transfer the said Common Shares on the books of the Trust with full power of
substitution in the premises.

Dated: ___________________________________  ____________________________________
                                            Assignor

       ___________________________________  ____________________________________
                                            Assignor

In presence of ___________________________

NOTICE: The signature to this assignment must correspond with the name as
        written upon the face of the certificate, in every particular, without
        alteration or enlargement, or any change whatever. The signature should
        be guaranteed by an eligible guarantor institution (a bank, stock
        broker, savings and loan association or credit union with membership
        in an approved signature guarantee medallion program), pursuant to
        S.E.C. Rule 17Ad-15.