AGREEMENT



         This AGREEMENT (this "Agreement") is dated as of the ____ day of May,

2001, by and among RAIT INVESTMENT TRUST, a Maryland real estate investment

trust (the "Company"), RAIT PARTNERSHIP, L.P., a Delaware limited partnership

(the "Partnership"), and FRIEDMAN, BILLINGS, RAMSEY & CO., INC. and U.S. BANCORP

PIPER JAFFRAY INC., as representatives of the several underwriters (the

"Underwriters") listed on Schedule I to that certain Underwriting Agreement,

dated as of March 23, 2001, between the Company, the Partnership and the

Underwriters (the "Underwriting Agreement").



         WHEREAS, pursuant to the Underwriting Agreement, the Company agreed,

among other things, to (a) sell to the Underwriters an aggregate of 2,800,000

shares (the "Initial Shares") of beneficial interest of the Company, $.01 par

value per share (the "Common Shares"), and (b) grant an option to the

Underwriters to purchase an aggregate of 420,000 additional Common Shares (the

"Option Shares" and, collectively with the Initial Shares, the "Shares") solely

to cover over-allotments in connection with the public offering of the Initial

Shares (the "Offering"); and



         WHEREAS, pursuant to the Underwriting Agreement, the Company was

required to register the Option Shares with the Securities and Exchange

Commission (the "Commission") pursuant to a registration statement on Form S-2

(No. 333-55518) (the "Initial Registration Statement"), which was declared

effective by the Commission under the Securities Act of 1933, as amended (the

"Securities Act"), on March 22, 2001; and



         WHEREAS, in reliance upon the representations, warranties, covenants

and other agreements of the Company contained in the Underwriting Agreement, the

Underwriters over-allotted the Offering by 420,000 Common Shares and have

exercised their option to purchase the Option Shares; and



         WHEREAS, the Company failed to register the Option Shares with the

Commission pursuant to the Initial Registration Statement as required by the

Underwriting Agreement; and



         WHEREAS, the Company has filed with the Commission a registration

statement on Form S-3 (No. 333-59782) (the "Resale Registration Statement") to

register the resale by the Underwriters of the Option Shares, and the Resale

Registration Statement was declared effective by the Commission under the

Securities Act on ______ ___, 2001; and



         WHEREAS, the parties hereto desire to set forth their respective rights

and obligations with respect to the Option Shares.



         NOW, THEREFORE, in consideration of the premises and of the

representations, warranties, covenants and agreements set forth herein and for

other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the parties hereby agree as follows:





{PAGE}





         1. Definitions. For purposes of this Agreement, terms used but not

defined herein shall have the definitions given to them in the Underwriting

Agreement, except that the following terms defined in the Underwriting Agreement

shall have the following meanings when used herein:



         "Prospectus" shall mean the base prospectus contained in the

Registration Statement and any prospectus supplement relating to the Option

Shares filed with the Commission.



         "Registration Statement" shall mean the registration statement on Form

S-3 (No. 333-59782) filed by the Company with the Commission on April 30, 2001,

to register the resale by the Company of the Option Shares, which was declared

effective by the Commission under the Securities Act on ______ ___, 2001, as the

same may have been amended through the Closing Time (as defined herein).



         2. Purchase and Sale of the Option Shares. Upon the basis of the

representations and warranties 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 $12.85625, the number of Option Shares set

forth in Exhibit D opposite such Underwriter's name.



         3. Payment for and Delivery of the Option Shares. The Option Shares to

be purchased by each Underwriter hereunder, in definitive form, and in such

authorized denominations and registered in such names as the Representatives may

request upon prior notice to the Company shall be delivered by or on behalf of

the Company to the Representatives, including, at the option of the

Representatives, through the facilities of The Depository Trust Company ("DTC")

for the account of such Underwriter, against payment by or on behalf of such

Underwriter of the purchase price therefor by wire transfer of Federal

(same-day) funds to the account specified to the Representatives by the Company.

The Company will cause the certificates representing the Option Shares to be

made available for checking and packaging at least twenty-four hours prior to

the Closing Time (as defined below) with respect thereto at the office of the

Ledgewood Law Firm, P.C. located at 1521 Locust Street, Philadelphia,

Pennsylvania 19102, or at the office of DTC or its designated custodian, as the

case may be (the "Designated Office"). The time and date of such delivery and

payment shall be 9:30 a.m., New York City time, on May __, 2001 or on such other

time and date as the Company and the Representatives may agree upon in writing.

The time at which such payment and delivery are actually made is hereinafter

sometimes called the "Closing Time."



         4. Representations and Warranties of the Company and the Partnership.

The Company and the Partnership represent and warrant to the Underwriters that

the representations and warranties contained in Exhibit A attached hereto are

true and correct as of the date hereof; provided, however, that for purposes of

this representation and warranty, (a) the terms "Prospectus" and "Registration

Statement" when used in Exhibit A attached hereto shall be deemed to have the

meanings given to such terms in Section 1 hereof, (b) all references contained

in Exhibit A attached hereto to "Form S-2" shall be deemed to mean and refer to

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