RAIT INVESTMENT TRUST



                 2,500,000 Common Shares of Beneficial Interest



                             UNDERWRITING AGREEMENT





                                                               December 18, 2001





FRIEDMAN, BILLINGS, RAMSEY & CO., INC.

U.S. BANCORP PIPER JAFFRAY INC.

STIFEL, NICOLAUS & COMPANY, INCORPORATED

c/o Friedman, Billings, Ramsey & Co., Inc.

1001 19th Street North

Arlington, Virginia 22209



Dear Sirs:



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

"Company"), confirms its agreement with Friedman, Billings, Ramsey & Co., Inc.,

U.S. Bancorp Piper Jaffray Inc. and Stifel, Nicolaus & Company, Incorporated

(collectively, the "Underwriters"), for whom Friedman, Billings, Ramsey & Co.,

Inc. is acting as representative (in such capacity, the "Representative"), with

respect to (i) the sale by the Company and the purchase by the Underwriters,

acting severally and not jointly, of the respective numbers of common shares of

beneficial interest of the Company, $.01 par value per share (the "Common

Shares"), set forth in Schedule I hereto and (ii) the grant by the Company to

the Underwriters, acting severally and not jointly, of the option described in

Section 1(b) hereof to purchase all or any part of 375,000 Common Shares to

cover over-allotments, if any. The 2,500,000 Common Shares to be purchased by

the Underwriters (the "Initial Shares") and all or any part of the 375,000

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

"Option Shares") are hereinafter called, collectively, the "Shares." The Company

acknowledges that, at its request, the Underwriters have reserved up to 261,179

of the Initial Shares for sale to certain persons listed in Schedule IV hereto

at the purchase price per share of $15.12.



         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. 333-69422), including a

base prospectus, dated November 2, 2001 (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 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. Any

registration statement filed pursuant to Rule 462(b) of the Securities Act

Regulations with respect to the Shares is hereinafter called the "Rule 462(b)

Registration Statement," and after such filing the term "Registration Statement"

shall include the 462(b) Registration Statement.





{PAGE}



         On December 4, 2001, the Company filed with the Commission pursuant to

Rule 424(b) under the Securities Act, a Preliminary Prospectus Supplement, dated

December 4, 2001, to the Base Prospectus (together with the Base Prospectus, the

"Preliminary Prospectus"). 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 both the

Preliminary Prospectus and 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,

Preliminary 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 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 and

representations 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 $15.12, 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

among the Underwriters 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 which 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 Representative to the Company setting forth the

number of Option Shares as to which the several 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 number of Initial Shares set forth in Schedule I opposite

the name of such Underwriter bears to the total number of Initial Shares,

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.



         (c) Terms of Public Offering. The Company is advised by you that the

Shares are to be offered to the public initially at $16.00 per share (the

"Public Offering Price") and to certain dealers selected by you at a price that

represents a concession not in excess of $.52 per share under the Public

Offering Price, and that any Underwriter may allow, and such dealers may

reallow, a concession, not in excess of $.10 per share, to any Underwriter or to

certain other dealers. The Underwriters may from time to time increase or

decrease the Public Offering Price of the Shares after the initial public

offering to such extent as the Underwriters may determine.

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