RAIT INVESTMENT TRUST



                 2,000,000 COMMON SHARES OF BENEFICIAL INTEREST



                             UNDERWRITING AGREEMENT



                                                                   June 21, 2004



FRIEDMAN, BILLINGS, RAMSEY & CO., INC.

1001 19th Street North

Arlington, Virginia 22209



as Representative of the several Underwriters

listed in Schedule I hereto



Dear Sirs:



      RAIT Investment Trust, a Maryland real estate investment trust (the

"Company") and RAIT Partnership, L.P., a Delaware limited partnership (the

"Partnership"), confirm their agreement with each of the Underwriters listed in

Schedule I hereto (collectively, the "Underwriters"), for whom Friedman,

Billings, Ramsey & Co., Inc. is acting as a representative (in such capacity,

the "Representative"), with respect to (i) the sale by the Company and the

purchase by the Underwriters, of 2,000,000 common shares of beneficial interest

of the Company, $.01 par value per share (the "Common Shares") and (ii) the

grant by the Company to the Underwriters, of the option described in Section

1(b) hereof to purchase all or any part of 300,000 Common Shares to cover

over-allotments, if any. The 2,000,000 Common Shares to be purchased by the

Underwriters (the "Initial Shares") and all or any part of the 300,000 Common

Shares subject to the option described in Section 1(b) hereof (the "Option

Shares") are hereinafter called, collectively, the "Shares."



      The Company understands that the Underwriters propose to make a public

offering of the Shares as soon as the Underwriters deem advisable after this

Agreement has been executed and delivered.



      The Company has filed with the Securities and Exchange Commission (the

"Commission"), a registration statement on Form S-3 (No. 333-103618), including

a base prospectus, dated July 10, 2003 (the "Base Prospectus"), relating to the

Shares, under the Securities Act of 1933, as amended (the "Securities Act"), and

the rules and regulations thereunder (the "Securities Act Regulations"). The

Company has prepared and filed such amendments thereto, if any, and such amended

preliminary prospectuses, if any, as may have been required to the date hereof,

and will file such additional amendments thereto and such amended prospectuses

as may hereafter be required. The registration statement has been declared

effective under the Securities Act by the Commission. The registration statement

as amended at the time it became effective (including all information deemed (by

incorporation by reference) to be a part of the registration statement at the

time it became effective pursuant to Rule 430A(b) of the Securities Act

Regulations) is hereinafter called the "Registration



{PAGE}



Statement," except that, if the Company files a post-effective amendment to such

registration statement that becomes effective prior to the Closing Time (as

defined below), "Registration Statement" shall refer to such registration

statement as so amended.



      The Company proposes to file a final Prospectus Supplement pursuant to

Rule 424(b) under the Securities Act within two business days following the

execution of this Agreement (together with the Base Prospectus, the "Final

Prospectus"). The term "Prospectus" means the Final Prospectus and any

prospectus supplement specifically relating to the Shares, in the form first

filed with, or transmitted for filing to, the Commission pursuant to Rule 424(b)

under the Securities Act. For the purposes of this Agreement, the terms Base

Prospectus, Final Prospectus and Prospectus shall be deemed to include all

"Incorporated Documents." As used herein, the term "Incorporated Documents"

means the documents which are incorporated by reference or deemed to be

incorporated by reference in the Registration Statement, the Prospectus or any

amendment or supplement thereto filed prior to the date hereof or during the

period the Prospectus is required to be delivered in connection with the sale of

the Shares by the Underwriters or any dealer.



      The Company and the Underwriters agree as follows:



      1. Sale and Purchase:



            (a) Initial Shares. Upon the basis of the warranties,

representations, covenants and agreements and other terms and conditions herein

set forth, the Company agrees to sell to each Underwriter, severally and not

jointly, and each Underwriter agrees, severally and not jointly, to purchase

from the Company at the purchase price per share of $23.15875, the number of

Initial Shares set forth in Schedule I opposite such Underwriter's name, plus

any additional number of Initial Shares which such Underwriter may become

obligated to purchase pursuant to the provisions of Section 8 hereof, subject,

in each case, to such adjustments as the Representative in its sole discretion

shall make to eliminate any sales or purchases of fractional shares.



            (b) Option Shares. In addition, upon the basis of the warranties and

representations and other terms and conditions herein set forth, the Company

hereby grants an option to the Underwriters, severally and not jointly, to

purchase from the Company all or any part of the Option Shares at the purchase

price per share set forth in paragraph (a) above plus any additional number of

Option Shares that such Underwriter may become obligated to purchase pursuant to

the provisions of Section 8 hereof. The option hereby granted will expire 30

days after the date hereof and may be exercised in whole or in part from time to

time only for the purpose of covering over-allotments, which may be made in

connection with the offering and distribution of the Initial Shares, upon notice

during such 30-day period by the Underwriters to the Company setting forth the

number of Option Shares as to which the Underwriters are then exercising the

option and the time and date of payment and delivery for such Option Shares. Any

such time and date of delivery (a "Date of Delivery") shall be determined by the

Representative, but shall not be later than three full business days (or

earlier, without the consent of the Company, than two full business days) after

the exercise of said option, nor in any event prior to the Closing Time, as

hereinafter defined. If the option is exercised as to all or any portion of the

Option Shares, each of the Underwriters, acting severally and not jointly, will

purchase that proportion of the total number of Option Shares then being

purchased, which the

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