GRANT OF INCENTIVE STOCK OPTION PURSUANT TO FIDELITY LEASING, INC. 1996-1 KEY EMPLOYEE STOCK OPTION PLAN THIS AGREEMENT, made as of this 5th day of March, 1996, ("Date of Grant") by and between ABRAHAM BERNSTEIN, Grantee and FIDELITY LEASING, Inc....

                         XXXXX OF INCENTIVE STOCK OPTION
                       PURSUANT TO FIDELITY LEASING, INC.
                      1996-1 KEY EMPLOYEE STOCK OPTION PLAN


                  THIS AGREEMENT, made as of this 5th day of March, 1996, ("Date
of Grant") by and between XXXXXXX XXXXXXXXX, Xxxxxxx and FIDELITY LEASING, Inc.
(together with its successors or assigns hereinafter referred to as the
"Company").
                  WHEREAS, the Board of Directors of Fidelity Leasing, Inc. (the
"Board") previously adopted, with subsequent stockholder approval, the Fidelity
Leasing, Inc. 1996-1 Key Employee Stock Option Plan (the "Plan");
                  WHEREAS, the Plan provides for the granting of incentive stock
options by a committee to be appointed by the Board (the "Committee") to
eligible employees of the Company to purchase, or to exercise certain rights
with respect to, shares of the Class A Common Stock of the Company, par value
$.01 per share (the "Stock"), in accordance with the terms and provisions
thereof; and
                  WHEREAS, the Committee considers the Grantee to be a person
who is eligible for a grant of incentive stock options under the Plan, and has
determined that it would be in the best interest of the Company to grant the
incentive stock options on the terms and conditions hereinafter set forth.
                  NOW, THEREFORE, the parties hereto, intending to be legally
bound hereby, agree as follows:





         1. Grant of Option.
                  Subject to the terms and conditions hereinafter set forth, the
Company, with the approval and at the direction of the Committee, hereby grants
to the Grantee, an option to purchase up to 1,000,000 shares of Stock at a price
of $0.2222 per share. Such option is hereinafter referred to as the "Option" and
the shares of stock purchasable upon exercise of the Option are hereinafter
sometimes referred to as the "Option Shares." The Option is intended by the
parties hereto to be, and shall be treated as, an incentive stock option (as
such term is defined under Section 422 of the Internal Revenue Code of 1986).
         2. Installment Exercise.
                  (a) Subject to such further limitations as are provided
herein, the Option shall become exercisable in four (4) installments, the
Grantee having the right hereunder to purchase from the Company the following
number of Option Shares upon exercise of the Option, on and after the following
dates, in cumulative fashion:
                        (i) on and after the first anniversary of the Date of
Grant, up to 25% (ignoring fractional shares) of the total number of Option
Shares;
                        (ii) on and after the second anniversary of the Date of
Xxxxx, up to an additional 25% (ignoring fractional shares) of the total number
of Option Shares; and
                        (iii) on and after the third anniversary of the Date of
Grant, up to an additional 25% (ignoring fractional shares) of the total number
of Option Shares; and
                        (iv) on and after the fourth anniversary of the Date of
Grant, the remaining Option Shares.

                  (b) Subsection (a) notwithstanding, in the event of a "Change
in Control," all of the Option Shares granted hereunder may be exercised
immediately. For purposes of this Agreement, a "Change in Control" takes place
when Xxxxxx X. Xxxxx is neither an officer of Resource America, Inc. ("RAI") nor
an owner of at least five percent (5%) of the voting stock of RAI.

                                      -2-


         3. Termination of Option.
                  (a) The Option and all rights hereunder with respect thereto,
to the extent such rights shall not have been exercised, shall terminate and
become null and void after the expiration of ten years from the Date of Grant
(the "Option Term").
                  (b) If employment of Grantee by the Company pursuant to the
Employment Agreement dated March 5th, 1996 (the "Employment Agreement") is
terminated, or if certain covenants contained in the Employment Agreement are
breached, unexercisable or unexercised Options shall be terminated in accordance
with Paragraph 10 of the Employment Agreement.
                  Upon a termination of the Grantee's employment by reason of
disability or death, or after a Change in Control, the Option may be exercised
during the following periods, but only to the extent that the Option was
outstanding and exercisable on any such date of retirement, disability or death:
(i) the one-year period following the date of such termination of the Grantee's
employment in the case of a disability (within the meaning of Section 422(e)(3)
of the Code) or after a Change in Control, (ii) the one-year period following
the date of issuance of letters testamentary or letters of administration to the
executor or administrator of a deceased Xxxxxxx, and (iii) the one-year period
following the date of such termination in the case of retirement on or after
attainment of age 65, or in the case of disability other than as described in
(i) above. In no event, however, shall any such period extend beyond the Option
Term.
                  (c) In the event of the death of the Grantee, the Option may
be exercised by the Grantee's legal representative(s) (but only to the extent
that the Option would otherwise have been exercisable by the Grantee).
                  (d) A transfer of the Grantee's employment between Company and
any affiliate of Company, or between any subsidiaries of Company, shall not be
deemed to be a termination of the Grantee's employment.
                  (e) Notwithstanding any other provisions set forth herein or
in the Plan, if the Grantee shall (i) breach any covenant not to compete, or
materially breach any employment contract, with Company or any subsidiary of
Company, or (ii) engage in conduct that would warrant the Grantee's discharge
for Cause (as defined in the Employment Agreement) any unexercised portion of
the Option shall immediately terminate and be void.


                                      -3-


         4. Exercise of Options.
                  (a) The Grantee may exercise the Option with respect to all or
any part of the number of Option Shares then exercisable hereunder by giving the
Secretary of Company written notice of intent to exercise. The notice of
exercise shall specify the number of Option Shares as to which the Option is to
be exercised and the date of exercise thereof.
                  (b) Full payment (in U.S. dollars) by the Grantee of the
option price for the Option Shares purchased shall be made on or before the
exercise date specified in the notice of exercise in cash, or, with the prior
written consent of the Committee, in whole or in part through the surrender of
previously acquired shares of Stock at their Fair Market Value on the exercise
date.
                  On the exercise date specified in the Grantee's notice or as
soon thereafter as is practicable, Company shall cause to be delivered to the
Grantee, a certificate or certificates for the Option Shares then being
purchased (out of theretofore unissued Stock or reacquired Stock, as Company may
elect) upon full payment for such Option Shares. The obligation of Company to
deliver Stock shall, however, be subject to the condition that if at any time
the Committee shall determine in its discretion that the listing, registration
or qualification of the Option or the Option Shares upon any securities exchange
or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the Option or the issuance or purchase of Stock thereunder, the
Option may not be exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Committee; provided, that
the Company and the Committee shall at all times be obligated to use their best
efforts to obtain such listing, registration, qualification, consent or approval
as soon as possible and without any conditions unacceptable to the Committee.
                  (c) The date specified in the Grantee's notice as the date of
exercise shall be deemed the date of exercise of the Option, provided that
payment in full for the Option Shares to be purchased upon such exercise shall
have been received by such date.
         5. Adjustment of and Changes in Stock of Company.
                  In the event of a reorganization, recapitalization, change of
shares, stock split, spin-off, stock dividend, reclassification, subdivision or
combination of shares, merger, consolidation, rights offering, or any other
change in the corporate structure or shares of capital stock of Company, the
Committee shall make such adjustment as it deems appropriate in the number and
kind of shares of Stock subject to the Option or in the option price so that
Grantee's economic benefit from the exercise of the option with respect to any
remaining shares or Stock Appreciation Rights shall be neither better nor worse
than would have existed prior to such adjustments.


                                      -4-


         6. Fair Market Value.
                  As used herein, the "Fair Market Value" of a share of Stock
shall be (i) if the Company is a public company whose Shares are traded on a
stock exchange, the closing price for the Shares on a given day or, if there is
no sale on such day, then the last sale price on the last previous date on which
a sale is reported or, if the Shares are traded other than on an exchange, the
arithmetic mean of the closing bid and ask sale prices for the Shares reported
by the NASDAQ on a given day or if there is no sale on such day, then the
arithmetic mean of such closing bid and ask sale prices on the last previous
date on which a sale is reported; (ii) if the Company is not a public company,
the greater of fully-diluted book value per share for the previous fiscal year
or ten times after-tax earning per share for the last fiscal year ended prior to
the date of determination.
         7. No Rights of Stockholders.
                  Neither the Grantee nor any personal representative shall be,
or shall have any of the rights and privileges of, a stockholder of Company with
respect to any shares of Stock purchasable or issuable upon the exercise of the
Option, in whole or in part, prior to the date of exercise of the Option.
         8. Non-Transferability of Option.
                  During the Grantee's lifetime, the Option hereunder shall be
exercisable only by the Grantee or any guardian or legal representative of the
Grantee, and the Option shall not be transferable except, in the case of the
death of the Grantee, by will or the laws of descent and distribution, nor shall
the Option be subject to attachment, execution or other similar process. In no
event of (a) any attempt by the Grantee to alienate, assign, pledge, hypothecate
or otherwise dispose of the Option, except as provided for herein, or (b) the
levy of any attachment, execution or similar process upon the rights or interest
hereby conferred, Company may terminate the Option by notice to the Grantee and
it shall thereupon become null and void.
         9. Employment Not Affected.
                  The granting of the Option nor its exercise shall not be
construed as granting to the Grantee any right with respect to continuance of
employment of the Company. Except as may otherwise be limited by a written
agreement between the Company and the Grantee, the right of the Company to
terminate at will the Grantee's employment with it at any time (whether by
dismissal, discharge, retirement or otherwise) is specifically reserved by
Company, or the employing subsidiary (whichever the case may be), and
acknowledged by the Grantee.


                                      -5-


         10. Stock Appreciation Rights (SARs).
                  (a) In General. Subject to the terms and conditions of the
Plan and as set forth herein, the Grantee shall have the right to surrender this
Option to the Company, in whole or in part, and to receive in exchange therefor
a payment by the Company of an amount equal to the excess of the Fair Market
Value of the Option Shares covered by the portion of the Option being
surrendered as of the date the Option or portion thereof is surrendered over the
exercise price to acquire such Option Shares.
                  (b) SAR Exercise Rights. Grantee shall have the right to
surrender all or a portion of this Option in exchange for cash payments under
this Section 10 starting on the fourth anniversary of the Date of Xxxxx. The
Grantee's rights under this Section 10 shall apply to that number of Option
Shares indicated in the schedule set forth below:

                  Surrender Date                  Option Shares
                  --------------                  -------------
                Fourth Anniversary                    250,000
                Fifth Anniversary                     500,000
                Sixth Anniversary                     750,000
                Seventh Anniversary                 1,000,000

The Grantee's right to surrender any portion of this Option in exchange for a
cash payment under this Section 10 shall terminate as of the date of the
Company's receipt of the proceeds of the initial underwritten public offering of
the Company's Stock.
                  (c) Payment. The Grantee shall have the right to receive the
payment required to be made under this Section 10 either in cash or in shares of
Stock. If payment is made in shares of Stock, the amount of the payment shall be
divided by the Fair Market Value of a share of Stock on the surrender date of
the SARs. No fractional share of Stock shall be issued on exercise of a SAR, and
cash shall be paid by the Company to the Grantee in lieu of any such fractional
share. Any payment made under this Section 10 shall be subject to the
withholding requirements of Section 11(b) of the Plan.


                                      -6-


                  (d) Limitation. Notwithstanding anything to the contrary
contained herein, the Company's obligation to make cash payments under this
Section 10 shall be limited to $444,444 during each of the annual periods
occurring between anniversaries of the Date of Grant, until the eighth
anniversary of the Date of Grant. Any amounts not paid on account of this
Section 10(d) shall be paid in the next following annual period following the
period for which this Section 10(d) has limited payment, subject to the
applicability of this Section 10(d) again for payments otherwise due during such
subsequent annual period. Any amounts not paid on account of this Section 10(d)
shall be deferred until after the eighth anniversary of the Date of Grant, at
which time all such amounts deferred shall be payable in full regardless of
whether the Company has become publicly held.
         11. Amendment of Option.
                  The Option may be amended by the Board or the Committee at any
time (i) if the Board or the Committee determines, in its sole discretion, that
amendment is necessary or advisable in the light of any addition to or change in
the Internal Revenue Code of 1986 or in the regulations issued thereunder, or
any federal or state securities law or other law or regulation, which change
occurs after the Date of Grant and by its terms applies to the Option provided
that the Board or Committee, as the case may be, shall make any such necessary
or advisable changes (to the extent reasonably possible) in the manner that is
the least disadvantageous to Grantee and provided that no change that is
advisable but not necessary will be made if such change would prevent the Option
from being treated as an Incentive Stock Option; or (ii) other than in the
circumstances described in clause (i), with the written consent of the Grantee.
         12. Notice.
                  Any notice to Company provided for in this instrument shall be
addressed to it in care of its Secretary at its executive offices at 0000 Xxxxxx
Xxxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, and any notice to the
Grantee shall be addressed to the Grantee at the current address shown on the
payroll records of the Employer. Any notice shall be deemed to be duly given if
and when properly addressed and posted by registered or certified mail, postage
prepaid.


                                      -7-


         13. Incorporation of Plan by Reference.
                  The Option is granted pursuant to the terms of the Plan, the
terms of which are incorporated herein by reference, and the Option shall in all
respects be interpreted in accordance with the Plan. The Committee shall
interpret and construe the Plan and this instrument, and its interpretations and
determinations shall be conclusive and binding on the parties hereto and any
other person claiming an interest hereunder, with respect to any issue arising
hereunder or thereunder.
         14. Governing Law.
                  The validity, constructions, interpretation and effect of this
instrument shall exclusively be governed by and determined in accordance with
the law of the Commonwealth of Pennsylvania, except to the extent preempted by
federal law, which shall to the extent govern.

                  IN WITNESS WHEREOF, Company has caused its duly authorized
officers to execute and attest this Grant of Incentive Stock Option, and to
apply the corporate seal hereto, and the Grantee has placed his or her signature
hereon, effective as of the Date of Grant.


                                        ________________________________

                                     By:________________________________
                                                   President



                                     Attest:___________________________
                                                  Secretary



                                     ACCEPTED AND AGREED TO:



                                     By:________________________________
                                        XXXXXXX XXXXXXXXX, Grantee