<SEQUENCE>10

<FILENAME>0010.txt

<DESCRIPTION>EXHIBIT 10.14

<TEXT>



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                         REVOLVING CREDIT LOAN AGREEMENT



                                 By and Between



                             RESOURCE AMERICA, INC.



                                     and



                                 SOVEREIGN BANK



                              Dated: July 27, 1999





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                                 LOAN AGREEMENT



         THIS REVOLVING CREDIT LOAN AGREEMENT (the "Agreement") is made as of

July 27, 1999, by and between RESOURCE AMERICA, INC. ("Borrower") and SOVEREIGN

BANK ("Bank").



                                   BACKGROUND



         A. Borrower has requested that Bank extend a line of credit to

Borrower, which Bank is willing to do on the terms set forth herein.



         B. Capitalized terms not otherwise defined herein will have the

following meanings:



         "Accounting Terms". As used in this Agreement, or any certificate,

report or other document made or delivered pursuant to this Agreement,

accounting terms not defined elsewhere in this Agreement shall have the

respective meanings given to them under GAAP.



         "Affiliate", as to any Person, means each other Person that directly or

indirectly through one or more intermediaries, controls, or is controlled by, or

is under common control with, the Person in question.



         "Bank Indebtedness" shall mean all obligations and Indebtedness of

Borrower to Bank, whether now or hereafter owing or existing, including, without

limitation, all obligations under the Loan Documents, all obligations to

reimburse Bank for payments made by Bank pursuant to any letter of credit issued

for the account or benefit of Borrower by Bank, all other obligations or

undertakings now or hereafter made by or for the benefit of Borrower to or for

the benefit of Bank under any other agreement, promissory note or undertaking

now existing or hereafter entered into by Borrower with Bank, including, without

limitation, all obligations of Borrower to Bank under any guaranty or surety

agreement and all obligations of Borrower to immediately pay to Bank the amount

of any overdraft on any deposit account maintained with Bank, together with all

interest and other sums payable in connection with any of the foregoing.



         "Borrowing Base" has the meaning given to such term in Section 1.4

herein.



         "Business Day" means any day except a Saturday, Sunday or other day on

which commercial banks in Pennsylvania are authorized by law to close.



         "Collateral" has the meaning given to such term in Section 4.1 herein.





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         "Corporation" means a corporation, partnership, trust, unincorporated

organization, association or joint stock company.



         "Default Rate" has the meaning given to such term in Section 2.2

herein.



         "Deferred Compensation Plan" means any plan described in Section 3(3)

of ERISA or any other plan or arrangement under which Borrower or any ERISA

Affiliate may become obligated to pay deferred, bonus, incentive, or other

compensation or health, life, medical, dental, or other welfare benefits,

excluding only any fully insured major medical, hospital, or dental program for

which Borrower or such ERISA Affiliate has no obligation other than the payment

of premiums.



         "ERISA" means the Employee Retirement Income Security Act of 1974, as

amended, and all rules or regulations issued in connection therewith.



         "ERISA Affiliate" means each trade or business (whether or not

incorporated) that, together with Borrower, would be treated as a single

employer under Section 4001(b)(1) of ERISA or Section 414(b) or 414(c) of the

Internal Revenue Code.



         "Event of Default" means each of the events specified in Section 12.1.



         "Expiration Date" has the meaning given to such term in Section 1.1

herein.



         "GAAP" means generally accepted accounting principles in the United

States of America, in effect from time to time, consistently applied and

maintained.



         "Guarantor" means Resource Properties, Inc., Resource Properties 53,

Inc., Resource Properties XXIV, Inc., and Resource Properties XL, Inc.,

collectively.



         "Indebtedness", as applied to a Person, means:



                  (a) all items (except items of capital stock or of surplus)

which in accordance with GAAP would be included in determining total liabilities

as shown on the liability side of a balance sheet of such Person as at the date

as of which Indebtedness is to be determined;



                  (b) to the extent not included in the foregoing, all

indebtedness, obligations, and liabilities secured by any mortgage, pledge,

lien, conditional sale or other title retention agreement or other security

interest to which any property or asset owned or held by such Person is subject,

whether or not the indebtedness, obligations or liabilities secured thereby

shall have been assumed by such Person; and







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                  (c) to the extent not included in the foregoing, all

indebtedness, obligations and liabilities of others which such Person has

directly or indirectly guaranteed, endorsed (other than for collection or

deposit in the ordinary course of business), sold with recourse, or agreed

(contingently or otherwise) to purchase or repurchase or otherwise acquire or in

respect of which such Person has agreed to supply or advance funds (whether by

way of loan, stock purchase, capital contribution or otherwise) or otherwise to

become directly or indirectly liable.



         Notwithstanding the foregoing, the term "Indebtedness" shall not

include any amounts which are non-recourse to Borrower (other than usual and

customary carveouts).



         "Line" has the meaning given to such term in Section 1.1 herein.



         "Line Note" has the meaning given to such term in Section 1.1 herein.



         "Line Request" has the meaning given to such term in Section 1.3

herein.



         "Loan Documents" means this Agreement, the Line Note, the Pledge

Agreement referred to in Section 10.1(d) hereof, the Surety Agreement, and all

other documents, executed or delivered by Borrower pursuant to this Agreement,

as they may be amended from time to time.



         "Market Value" means, on any Business Day, (i) the last reported sale

price of the Pledged Shares regular way, or in case no such reported sale takes

place on such day, the average of the reported closing bid and asked prices

regular way, in either case, on the New York Stock Exchange, or (ii) if the

Pledged Shares are not listed or admitted to trading on the New York Stock

Exchange, the last reported sale price regular way or, in case no such reported

sale takes place on such day, the average of the reported closing bid and asked

prices regular way, on the principal national securities exchange on which the

Pledged Shares are listed or admitted to trading, or (iii) if the Pledged Shares

are not listed or admitted to trading on any national securities exchange, the

last reported sale price of the Pledged Shares on the National Association of

Securities Dealers National Market System ("NASDAQ"), or (iv) if the Pledged

Shares are not listed or admitted to trading on any national securities exchange

or NASDAQ, the closing sale price (or the quoted closing bid price if there were

no sales) as reported by the National Association of Securities Dealers

Automated Quotation System. If none of the conditions set forth above is met,

Market Value shall be the fair market value of the Pledged Shares, as determined

by a member firm of the New York Stock Exchange selected by Bank.



         "Multiemployer Plan" means a plan described in Section 3(37) or

4001(a)(3) of ERISA or Section 414 of the Internal Revenue Code of 1986, as

amended from time to time, which cover employees of Borrower or any ERISA

Affiliate.



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         "Person" means an individual, a Corporation or a government or any

agency or subdivision thereof, or any other entity.



         "Pledge Agreement" has the meaning given to such term in Section 8.1(c)

herein.



         "Pledged Shares" means Restricted Stock and the Unrestricted Stock.



         "Potential Default" means the occurrence of any event which with the

giving of notice or passage of time or both, would constitute an Event of

Default.



         "Prime Rate" means the Wall Street Journal Prime Rate as established

from time to time.



         "Restricted Stock" means 500,000 shares of Resource Asset Investment

Trust, a Maryland business trust, represented by certificate no. RA-0012 or any

substitute or replacement thereof.



         "Subsidiary" means a Corporation (a) which is organized under the laws

of the United States or any state thereof, or any other county or jurisdiction,

(b) which conducts substantially all of its business and has substantially all

of its assets within the United States, and (c) of which more than fifty percent

(50%) of its outstanding voting stock of every class (or other voting equity

interest) is owned by Borrower or one or more of its Subsidiaries.



         "Substitute Collateral" means marketable securities or other liquid

collateral, in either case, acceptable to Bank in its sole discretion as to

form, substance and amount.



         "Surety Agreement" has the meaning given to such term in Section 4.2

herein.



         "Unrestricted Stock" means 335,937 shares of Resource Asset Investment

Trust, a Maryland business trust, represented by certificate no. RA-0082, or any

substitute or replacement thereof.



         NOW, THEREFORE, in consideration of the terms and conditions contained

herein, and of any extensions of credit now or hereafter made to or for the

benefit of Borrower by Bank, the parties hereto, intending to be legally bound

hereby, agree as follows:



1. THE LINE; USE OF PROCEEDS.





         1.1 Line of Credit. Bank will establish for Borrower for and during the

period from the date hereof and until July 27, 2001 (the "Expiration Date"),

subject to the terms and conditions hereof (including without limitation the

Borrowing Base set forth in Section 1.4 herein), a revolving line of credit (the

"Line") pursuant to which Bank will from time to time





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make loans to Borrower in an aggregate outstanding principal amount not to

exceed at any time Five Million Dollars ($5,000,000). Within the limits of the

Line, Borrower may borrow, repay and reborrow under the Line. The Line shall be

subject to all terms and conditions set forth in all of the Loan Documents which

terms and conditions are incorporated herein. Borrower's obligation to repay

advances under the Line shall be evidenced by Borrower's promissory note (the

"Line Note") in the face amount of Five Million Dollars ($5,000,000), dated the

date of this Agreement, payable to the order of Bank, and otherwise in form and

substance satisfactory to Bank.



         1.2 Use of Proceeds. Borrower agrees to use advances under the Line (i)

to repay, in part (i.e., $3,000,000) the existing $18,000,000 line of credit

from Jefferson Bank to Guarantor being repaid concurrently herewith; (ii) to

acquire commercial real estate or an interest therein, (iii) to fund loans

secured by commercial real estate, (iv) to purchase loans secured by commercial

real estate, or an interest therein, (v) to reduce indebtedness secured by

senior liens on property which Borrower owns or holds a loan or an interest in a

loan, and (vi) for any other proper corporate purpose (including without

limitation working capital).



         1.3 Advances of the Line. Borrower shall give Bank not less than 3

Business Days prior written notice of a proposed advance of the Line (each a

"Line Request"). Each Line Request shall (i) state the use of the proceeds of

the Line being requested (including the real estate project to which such use

relates), and (ii) contain such other information as Bank may request in the

exercise of its reasonable discretion. Provided that all of the conditions

precedent to Bank making such advance have occurred, and provided further that

the making of such advance will not cause Borrower to be in default of the

covenants and conditions set forth in this Agreement, Bank shall make the

proceeds of such advance available to Borrower by crediting the amount thereof

to Borrower's deposit account with Bank.



         1.4 Borrowing Base. Notwithstanding anything contained herein to the

contrary, the aggregate outstanding principal balance of the Line shall not

exceed at any time the sum of (i) sixty five percent (65 %) of the Market Value

of the Unrestricted Stock, plus (ii) fifty percent (50%) of the Market Value of

the Restricted Stock ("Borrowing Base"). In the event the aggregate unpaid

principal balance of the Line exceeds the limits stated in the previous

sentence, Borrower shall, within five (5) days thereafter, either (x) repay an

aggregate amount of principal of the Line equal to the amount of such excess, or

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