PRESIDENTIAL REALTY CORP/DE/ (Form: 8-K, Received: 11/09/2011 15:43:49)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 8, 2011

Presidential Realty Corporation

(Exact name of registrant as specified in its charter)

DELAWARE	1-8594	13-1954619
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification Number)

180 South Broadway, White Plains, New York		10605
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (914) 948-1300

No change since last Report

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.

Entry into a Material Definitive Agreement

General. As described in this Item 1.01, as well as in Items 1.02, 5.01, 5.02 and 8.01, Presidential Realty Corporation (the “Company”) and PDL Partnership, a New York general partnership (“PDL Partnership”), the general partners of which are Jeffrey F. Joseph (at the time, a director and officer of the Company), Steven Baruch (at the time, a director and former officer of the Company) and Thomas Viertel (at the time, a director and former officer of the Company), entered into a series of strategic transactions (collectively, the “Transactions”) with the investors identified below and Signature Community Investment Group LLC (together with its affiliates, “Signature”).

Nickolas W. Jekogian, III is the founder, owner and President of Signature Community Investment Group LLC, a Delaware limited liability company, an integrated real estate company that has an ownership interest in and operates approximately 3,000 apartment units in 17 markets throughout the United States from New York City to Las Vegas. In or around the latter part of 2010, Mr. Jekogian was introduced to the management of the Company and has continued his contacts with the Company since that time. Mr. Jekogian may be deemed the promoter of the stock purchase Transactions and the Transactions with Signature described in this Current Report on Form 8-K.

The Transactions include, among other matters described in this Current Report on Form 8-K, the following:

The termination of the Company’s plan of liquidation adopted by the stockholders on January 20, 2011 (the “Plan of Liquidation”);

The acquisition by BBJ Family Irrevocable Trust (the “Trust” or “Class A Purchaser”) of 177,013 shares (the “Class A Shares”) of Class A common stock, par value $.10 per share, of the Company (the “Class A Common Stock”), representing 40% of the outstanding Class A Common Stock, from PDL Partnership at a purchase price of $1.00 per share, on the terms and subject to the conditions set forth in the Class A Stock Purchase Agreement (the “Class A Stock Purchase Agreement”);

The acquisition by each of Richard Zorn and Gordon DiPaolo (the “Class B Purchasers”) of 125,000 newly issued shares (the “Class B Shares”) of Class B common stock, par value $.10 per share, of the Company (the “Class B Common Stock”) from the Company at a purchase price of $1.00 per share, on the terms and subject to the conditions set forth in the Class B Stock Purchase Agreement (the “Class B Stock Purchase Agreement”);

Amendments to the provisions relating to payments upon termination of employment for Steven Baruch, Jeffrey F. Joseph and Thomas Viertel, as set forth in amendments to their employment agreements (the “Baruch Amendment,” the “Joseph Amendment” and the “Viertel Amendment,” respectively, and collectively with the Delgado Amendment, the “Amendments”);

Amendment to the employment agreement of Elizabeth Delgado to terminate her employment pursuant to the agreement (the “Delgado Amendment”);

The resignation of Steven Baruch, Thomas Viertel and Mortimer M. Caplin as directors of the Company;

The appointment of Nickolas W. Jekogian, III, Alexander Ludwig and Jeffrey Rogers as directors of the Company;

Effective as of immediately following the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, the resignations of the officers of the Company and the appointment of Messrs. Jekogian and Ludwig as the sole officers of the Company;

The declaration of a special dividend of $0.35 per share of Class A and Class B Common Stock (the “Special Dividend”);

The entry by the Company into a property management agreement and an asset management agreement with Signature (the “Property Management Agreement” and the “Asset Management Agreement,” respectively);

The entry by the Company into executive employment agreements with Nickolas W. Jekogian, III and Alexander Ludwig (the “Jekogian Employment Agreement” and the “Ludwig Employment Agreement,” respectively);

The grant of non-qualified stock options to acquire 370,000 shares of Class B Common Stock at a price of $1.25 per share to each of Messrs. Jekogian and Ludwig pursuant to stock option agreements (the “Jekogian Option Agreement” and the “Ludwig Option Agreement, respectively); and

The entry into a Put Agreement between Nickolas W. Jekogian, III and each Class B Purchaser with respect to the Class B Shares acquired by each Class B Purchaser (the “Put Agreement”).

Sale of Class B Shares. On November 8, 2011, the Company sold 125,000 newly issued shares (the “Class B Shares”) of Class B Common Stock at a purchase price of $1.00 per share to each Class B Purchaser pursuant to the Class B Stock Purchase Agreement between the Company and the Class B Purchasers. The 250,000 Class B Shares represent 7.8% of the outstanding Class B Common Stock and 6.8% of the total outstanding Class A and Class B Common Stock of the Company after taking the sale into account. In the Class B Stock Purchase Agreement, the Company made customary representations and warranties with respect to, among other matters, organization, authorization and issuance of the Class B Shares and the sale thereof, its capitalization, financial statements and liabilities, certain of its filings with the Securities and Exchange Commission (the “SEC”) and its status as a REIT, and the Class B Purchasers made customary representations and warranties with respect to, among other matters, authorization, accredited investor status and investment intention. Each of the Class B Purchasers has agreed with the Company that he has not purchased the right to the Special Dividend nor is he entitled to the Special Dividend and to take such action as may be necessary to return any Special Dividend payment he or she receives to the Company.

The foregoing description of the Class B Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Class B Stock Purchase Agreement, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference. The Class B Stock Purchase Agreement contains representations, warranties and covenants by the Company solely for the benefit of the Class B Purchaser and for the purposes of the contract. Moreover, the representations and warranties are made as of a specific date and may not be accurate or complete as of any other specified date. Investors are cautioned not to rely on these representations, warranties and covenants or any description thereof as characterizations of the actual state of facts of the Company.

Each Class B Purchaser was introduced to the Company by Mr. Jekogian. Mr. Richard Zorn is a Managing Director of Benchmark Capital Advisors, a division of Northeast Securities, Inc. Mr. Jekogian has a remote family connection by marriage to Mr. Zorn and has known him for more than 15 years. Mr. Gordon DiPaolo is a Professor of Business at City University of New York. Mr. DiPaolo’s wife is President of Benchmark Capital Advisors. Mr. Jekogian has known Mrs. DiPaolo for at least five years. Each Class B Purchaser is an investor in NWJ Signature Fund I, LLC, a Delaware limited liability company organized by Mr. Jekogian to invest in Class B multi-family properties in urban markets.

There is no agreement between the Class B Purchasers or with either Class B Purchaser and Mr. Jekogian as to the shares of Class B Common Stock acquired except that Mr. Jekogian and each Class B Purchaser have entered into a Put Agreement pursuant to which each Class B Purchaser can require Mr. Jekogian to purchase from them the shares of Class B Common Stock acquired under the Class B Purchase Agreement upon the expiration of 30 months following November 8, 2011 at a purchase price per share of $1.21.

The foregoing description of the Put Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Put Agreement, a form of which is attached as Exhibit 99.3 and incorporated herein by reference.

Property Management Agreement . On November 8, 2011, the Company and Signature entered into a Property Management Agreement pursuant to which the Company has retained Signature as the exclusive managing and leasing agent for the Company’s Mapletree Industrial Center property in Palmer, Massachusetts (the “Mapletree Property”). Signature shall manage the Mapletree Property in accordance with specific management guidelines and leasing guidelines and shall meet specific reporting requirements and vendor insurance requirements. Signature will receive a compensation of 5% of monthly rental income actually received from tenants at the Mapletree Property. The Company will reimburse Signature for all reasonable expenses incurred by Signature in performance of its duties under the Property Management Agreement that are either in accordance with the annual budget or which have been approved in writing by the Company. Such expense shall include, but not be limited to, Signature’s costs of the salaries, benefits and appropriate and prudent training for Signature’s employees who are engaged solely in management or operation of the Mapletree Property, but excluding certain expenses that will be borne by Signature, as specified in the Property Management Agreement. The Property Management Agreement has a term of one year and will be automatically renewable for one year terms until it is terminated by either party upon written notice.

The foregoing description of the Property Management Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Property Management Agreement, a copy of which is attached as Exhibit 10.2 and incorporated herein by reference.

Asset Management Agreement . On November 8, 2011, the Company and Signature entered into an Asset Management Agreement pursuant to which the Company engaged Signature to oversee the Company’s Mapletree Industrial Center property in Palmer, Massachusetts and an office building at Hato Rey, Puerto Rico (the “Properties”). Signature’s duties include leasing, marketing and advertising, financing, construction and dispositions of the Properties. Signature will receive a construction fee for any major renovations or capital projects, subject to the approval of the Company’s Board of Directors, an asset management fee of 1.5% of the monthly gross rental revenues collected for the Properties (provided that the monthly fee for the Hato Rey property will be accrued and not paid until the receipt of mortgage proceeds on the Mapletree Property), a finance fee of 1% on any debt placement, and a disposition fee of 1% on the sale of any assets, as specified in Schedule B to the Asset Management Agreement. The Asset Management Agreement has a term of one year and will be automatically renewable for one year terms until it is terminated by either party upon written notice.

The foregoing description of the Asset Management Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Asset Management Agreement, a copy of which is attached as Exhibit 10.3 and incorporated herein by reference.

Jekogian Agreements . On November 8, 2011, the Company and Mr. Jekogian entered into the Jekogian Employment Agreement pursuant to which the Company employs Mr. Jekogian as a Director, Chairman of the Board of Directors and Chief Executive Officer of the Company. The Jekogian Employment Agreement has a term of eighteen months and may be terminated at any time by the Board of Directors for “cause” or by Mr. Jekogian for “good reason,” each as defined therein. Mr. Jekogian will receive a base salary of $200,000 per annum for the first twelve months and $225,000 per annum for the last six months. Commencing with the fiscal year of the Company beginning January 1, 2012 and for each fiscal year thereafter during the term of the Jekogian Agreement, Mr. Jekogian will have the opportunity to earn a bonus of up to $200,000, with the amount determined by the Company’s Compensation Committee in its absolute discretion. However, the payment of the bonus and base salary will be deferred until a “Capital Event” occurs, which is defined as the receipt by the Company of at least $20,000,000 in cash or property from capital-raising activities.

Mr. Jekogian will not be exclusive to the Company. He will continue to own and operate Signature. As a result, Mr. Jekogian may be subject to conflicts of interest. The independent directors of the Board will review all transactions between the Company and Signature and the activities of Mr. Jekogian.

On November 8, 2011 (the “Grant Date”), the Company and Mr. Jekogian also entered into the Jekogian Option Agreement. Subject to the terms and conditions set forth in the Jekogian Option Agreement, the Company granted to Mr. Jekogian the right and option to purchase 370,000 shares of the Company’s Class B Common Stock at a price of $1.25 per share (the “Option”), of which 74,000 may be purchased six months after the Grant Date, 148,000 may be purchased upon and after the occurrence of the Capital Event, and the rest may be purchased upon and after the consummation of an underwritten registered public offering of the Company’s common stock with gross proceeds of not less than $40,000,000. However, if there is a “Change of Control,” as defined therein, the Option shall automatically become fully vested and exercisable. The option is not a qualified option within the meaning of the Internal Revenue Code of 1986 nor was it granted pursuant to any stock option plan as the Company does not have a stock option plan in effect. The Option has a term of ten years.

The foregoing descriptions of the Jekogian Employment Agreement and Jekogian Option Agreement do not purport to be complete and are qualified in their entirety by reference to the full texts thereof, copies of which are attached as Exhibits 10.4 and 10.5, respectively, and incorporated herein by reference.

Ludwig Agreements . On November 8, 2011, the Company and Mr. Ludwig entered into the Ludwig Employment Agreement pursuant to which the Company employs Mr. Ludwig as President and Chief Operating Officer of the Company. The Ludwig Employment Agreement has a term of eighteen months and may be terminated at any time by the Board of Directors for “cause” or by Mr. Ludwig for “good reason,” each as defined therein. Mr. Ludwig will receive a base salary of $200,000 per annum for the first twelve months and $225,000 per annum for the last six months. Commencing with the fiscal year of the Company beginning January 1, 2012 and for each fiscal year thereafter during the Term, Mr. Ludwig will have the opportunity to earn a bonus of up to $200,000, with the amount determined by the Company’s Compensation Committee in its absolute discretion.

Mr. Ludwig will continue to provide consulting services to and receive compensation from Signature. As a result, Mr. Ludwig may be subject to conflicts of interest. Mr. Ludwig has agreed to keep the independent directors of the Board advised of his activities for and compensation from Signature.

On November 8, 2011, the Company and Mr. Ludwig entered into the Ludwig Option Agreement, which has the same terms as the Jekogian Option Agreement.

The foregoing descriptions of the Ludwig Employment Agreement and Ludwig Option Agreement do not purport to be complete and are qualified in their entirety by reference to the full texts thereof, copies of which are attached as Exhibits 10.6 and 10.7, respectively, and incorporated herein by reference.

Item 1.02

Termination of a Material Definitive Agreement

Termination of Plan of Liquidation . On January 20, 2011, the Company’s stockholders approved the sale of all or substantially all of the Company’s assets in one or more transactions on such terms and subject to such conditions as the Company’s Board of Directors deemed appropriate, and authorized a plan of liquidation and dissolution of the Company (the “Plan of Liquidation”), subject to the right of the Board of Directors, in its discretion, to terminate the Plan of Liquidation. In connection with the Transactions and in light of the plans for the Company presented to the Board of Directors by Messrs. Jekogian and Ludwig and a consideration of the alternatives available to the Company and other matters it deemed relevant, including the tax consequences of the Transactions, the Board of Directors determined that the Transactions will be more favorable to the stockholders of the Company than effecting a plan of liquidation and sale of all or substantially all of the assets of the Company, and pursuant to the discretion given to the Board of Directors by the stockholders in the Plan of Liquidation, terminated the Plan of Liquidation.

Termination of Employment Agreements. In connection with the Transactions, the Employment Agreements with Steven Baruch, Jeffrey F. Joseph, Thomas Viertel and Elizabeth Delgado were terminated on November 8, 2011 pursuant to the terms and conditions as set forth in the relevant Amendment. See Item 5.02 of the Current Report on Form 8-K for a description of the Amendments.

Item 3.02 Unregistered Sales of Equity Securities

See Item 1.01 of this Current Report on Form 8-K for a description of the sale of Class B Shares pursuant to the Class B Stock Purchase Agreement.

The Company is relying on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(2) of the Act. The transaction did not involve a public offering, no underwriters or agents were involved in the foregoing issuances and we paid no underwriting discounts or commissions.

Item 5.01

Changes in Control of Registrant

On November 8, 2011, PDL Partnership sold 177,013 shares of Class A Common Stock (the “Class A Shares”) to BBJ Family Irrevocable Trust (the “Class A Purchaser”) at a purchase price of $1.00 per share, on the terms and subject to the conditions set forth in the Class A Stock Purchase Agreement (the “Class A Stock Purchase Agreement”). The Class A Shares represent 40% of the outstanding shares of Class A Common Stock. In the Class A Stock Purchase Agreement, PDL Partnership made customary representations and warranties to the Class A Purchaser in respect of its ownership of the Class A Shares and delivery of such Class A Shares to the Class A Purchaser free and clear of all liens as well as a representation that to the best of its knowledge (including the knowledge of its three general partners) the representations and warranties of the Company set forth in the Class B Stock Purchase Agreement were true and correct, and the Class A Purchaser made customary representations and warranties with respect to, among other matters, authorization, sophistication, and investment intention. The Class A Purchaser did not purchase the right to receive the Special Dividend to be paid on the Class A Shares and agreed to take such action as is necessary to pay over any Special Dividend it receives to PDL Partnership promptly after receipt thereof. All payments received or to be received by PDL Partnership from the Class A Purchaser in respect of the Class A Shares have and will be used to satisfy the liens on such shares described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 in the section entitled “Security Ownership of Management” on page 53.

In the Class A Stock Purchase Agreement, the Trust has agreed to vote its Class A Shares for Mr. Robert Feder and Mr. Richard Brandt, current independent directors of the Company, as directors (subject to their desire to remain as directors) provided that they continue to qualify as independent directors under applicable rules, including the rules of any exchange on which either the Class A Common Stock or Class B Common Stock may then be listed and until the occurrence of a Capital Event. “Capital Event” has the same meaning in the Class A Stock Purchase Agreement as in the Jekogian and Ludwig Agreements and is defined as the receipt by the Company of at least $20,000,000 in cash or property from capital-raising activities.

The BBJ Family Irrevocable Trust was formed in September 2009 by Mr. Jekogian for the benefit of family members including Mr. Jekogian's parents, grandparents, wife, sister, children, nieces and nephews. Mr. Jekogian’s father, Nickolas Jekogian, Jr., is the Trustee of the Trust and Mr. Jekogian remains the protector of the Trust. There is no agreement between Mr. Jekogian and his father as to how the shares of Class A Common Stock acquired by the trust under the Class A Purchase Agreement will be voted or otherwise dealt with. The source of funds for the purchase of the Class A Shares was Trust assets.

The foregoing description of the Class A Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Class A Stock Purchase Agreement, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference.

The sale of the Class A Shares, although not a sale of a majority of the outstanding Class A Common Stock, together with the other Transactions described herein, may be considered a change in control of the Company within the meaning of the federal securities laws. The holders of the Class A Common Stock have the right to elect two-thirds of the members of the Company’s Board of Directors, and the holders of the Class B Common Stock have the right at all times to elect one-third of the members of the Board of Directors. The Directors elected by the holders of the Class A Common Stock are elected by a plurality of the shares of Class A Common Stock voting at a meeting of stockholders. The Class A Purchaser will be the largest single holder of Class A Common Stock. All directors, once elected, have equal authority and responsibility. On all other matters, the holders of the Class A Common Stock and the holders of the Class B Common Stock have one vote per share for all purposes. However, no action may be taken that would alter or change the special rights or powers given to either class of Common Stock so as to affect such class adversely, or that would increase or decrease the amount of the authorized stock of such class, or increase or decrease the par value thereof, except upon the affirmative vote of the holders of the majority of the outstanding shares of the class of stock so affected.

The disclosure of the sale of the Class A Shares pursuant to this Item 5.01 is not an admission by any of the Company, the Class A Purchaser, the Class B Purchasers or Signature that a change in control of the Company has occurred for any purpose or pursuant to any legal or regulatory requirement.

Following the sale to the Class A Purchaser, PDL Partnership distributed the remaining 21,722 shares of Class A Common Stock it held to its three general partners, 8,689 to Mr. Baruch, 4,344 to Mr. Joseph and 8,689 to Mr. Viertel.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

(b) In connection with the Transactions, Mr. Steven Baruch, Mr. Thomas Viertel and Mr. Mortimer M. Caplin resigned as directors of the Company and Mr. Robert Feder resigned as Chairman of the Board. Mr. Richard Brandt, Mr. Robert Feder and Mr. Jeffrey F. Joseph remain on the Board. These resignations were all effected in connection with the Transactions described herein and not as a result of a disagreement with the Company. In connection with the Transactions, Mr. Joseph also resigned as President and Chief Executive Officer of the Company, and Elizabeth Delgado resigned as Chief Financial Officer, Treasurer and Secretary of the Company effective immediately after the filing of the Form 10-Q for the third quarter of 2011 and the new officers described below were appointed, effective as of the same moment.

(c) In connection with the Transactions, the following officers were appointed by the Company’s Board of Directors, effective as of immediately following the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011:

Chairman of the Board and Chief Executive Officer	Nickolas W. Jekogian, III

President, Chief Operating Officer, Principal Financial Officer and Secretary	Alexander Ludwig

Nickolas W. Jekogian, III . Mr. Jekogian, 42, is the founder, owner and President of Signature Community Investment Group LLC, a Delaware limited liability company (together with its affiliates, “Signature”). Mr. Jekogian founded Signature in 1991 while in college with the purchase of an apartment building in Center City Philadelphia. Since that time, Mr. Jekogian has obtained extensive experience in the real estate industry focusing Signature primarily on multi family rental properties and at the same time gaining experience in developing commercial properties for third parties. He has built Signature into an integrated real estate company that has an ownership interest in and operates approximately 3,000 apartment units in 17 markets throughout the United States from New York City to Las Vegas. Mr. Jekogian is a licensed real estate broker in New York. He has a business Administration degree from Drexel University and a Masters degree in Management from the University of Pennsylvania. Mr. Jekogian has more than 15 years experience developing commercial projects in the New York and Philadelphia Metropolitan areas for retailers such as CVS Drugs, Commerce Bank and Blockbuster Video. During the last five years, Mr. Jekogian has worked exclusively with Signature.

Alexander Ludwig . Since February 2011 Mr. Ludwig, 41, has provided and will continue to provide consulting services for Signature. From 2009 to October of 2011 he worked at Urban Real Estate Growth Fund LLC, a real estate development and financing company, where he oversaw new investments. Prior to joining Urban Real Estate Growth Fund LLC, Mr. Ludwig worked from 2003 to 2008 for ADG Capital LLC, a real estate development and financing company, where he oversaw multiple real estate development projects. Mr. Ludwig also held various positions in banking, where he structured debt and corporate finance transactions, most recently as a Vice President at Societe Generale, where he was employed from 1997 until 2002. Previously he worked for First Union National Bank and First Fidelity Bank from 1993 to 1997 underwriting and structuring loan transactions. Mr. Ludwig holds a BA degree in history from The University of Pennsylvania.

(d) Following the resignations of the directors described in Item 5.02(b) above, the remaining directors, Messrs. Brandt, Feder and Joseph, appointed Nickolas W. Jekogian, III, Alexander Ludwig and Jeffrey Rogers to the Company’s Board of Directors to serve until the next annual meeting of stockholders and until their successors are elected and qualify. The Board further determined that Jeffrey Rogers, as well as Mr. Brandt and Mr. Feder, satisfy the independence and other requirements of the federal securities laws, including the requirements relating to membership on the Audit Committee.

All of the directors of the Company and the new officers of the Company entered into Indemnification Agreements providing for the indemnification of such persons to the full extent of the law. The form of Indemnification Agreement is attached as Exhibit 10.12.

Following the closing of the Transactions, the members of the committees of the Company’s Board of Directors are as follows:

Executive Committee	Nickolas W. Jekogian, III Alexander Ludwig

Compensation Committee*	Richard Brandt Robert Feder Jeffrey Rogers

Audit Committee	Richard Brandt Robert Feder Jeffrey Rogers**

Nominating Committee	Richard Brandt Robert Feder Jeffrey Rogers

*	Formerly “Compensation and Pension Committee ”

**	Effective as of immediately following the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011

Jeffrey S. Rogers . Mr. Rogers, 42, has served as President and Chief Operating Officer since February 2005 and as Chief Operating Officer between February 2004 and February 2005 of Integra Realty Resources, Inc., a commercial real estate valuation and counseling firm, where he oversees corporate operations, technology and software initiatives, and all aspects of financial reporting and audit procedures. Mr. Rogers also serves on the Board of Directors of Integra Realty Resources, Inc. and IRR Residential, LLC, an affiliate of Integra Realty Resources, Inc. Prior to joining Integra Realty Resources, Inc. in February 2004, Mr. Rogers worked from November 2002 to February 2004 as a consultant for Regeneration, LLC, a management consulting firm. Between September 1999 and November 2002, Mr. Rogers held various positions at ReturnBuy, Inc., a technology and software solutions company, including President of ReturnBuy Ventures, a division of ReturnBuy, Inc., between August 2001 and November 2002, Chief Financial Officer between September 1999 and August 2001 and member of the Board of Directors between September 1999 and August 2001. In January 2003, ReturnBuy, Inc. filed for Chapter 11 bankruptcy as part of a restructuring transaction in which it was acquired by Jabil Circuit, Inc. Since March 2009, Mr. Rogers has served as Director of TNP Strategic Retail Trust, Inc., a real estate investment trust that files periodic reports under the Securities Exchange Act of 1934. Mr. Rogers also serves on TNP’s audit committee and investment committee. Mr. Rogers has also served on the Finance Committee of the Young Presidents Organization from March 2009 to March 2010 and as Audit Committee Chairman beginning in July 2010. Mr. Rogers earned a Master of Business Administration degree from The Darden School, University of Virginia in Charlottesville, Virginia, a Juris Doctorate degree from Washington and Lee University School of Law in Lexington, Virginia and a Bachelor of Arts degree in Economics from the Washington and Lee University.

(e) Amendments to Employment Agreements . In order to induce Signature, the Class A Purchaser and the Class B Purchasers to enter into the Transactions and to provide liquidity to the Company to pay the Special Dividend, each of Mr. Steven Baruch, Mr. Jeffrey F. Joseph and Mr. Thomas Viertel agreed to reduce the overall amount payable to him pursuant to his existing agreements and to defer a portion of the remaining amount. Mr. Baruch agreed to reduce the Lump Sum Amount (as defined) payable to him from $617,900 to $463,425, of which $308,950 was paid on November 8, 2011, and the balance of $154,475 is payable on the third anniversary thereof. Mr. Joseph agreed to reduce the Lump Sum Amount payable to him from $1,106,700 to $830,025, of which $553,350 was paid on November 8, 2011, and the balance of $276,675 is payable on the third anniversary thereof. Mr. Viertel agreed to reduce the Lump Sum Amount payable to him from $650,400 to $487,800 of which $325,200 was paid on November 8, 2011, and the balance of $162,600 is payable on the third anniversary thereof. Payment of these deferred amounts is not contestable by the Company for any reason. The aggregate amount waived or deferred by Messrs. Baruch, Joseph and Viertel is $1,187,500, of which $593,750 was waived permanently and payment of the balance of $593,750 was deferred for the three-year period. The amounts waived and deferred were in addition to the $1,941,019 aggregate amount of reductions in the compensation otherwise payable to them upon termination of their employment that were agreed to in August 2010 in connection with the approval by the Board of the Plan of Liquidation.

In addition, Ms. Delgado’s employment agreement was amended to provide for termination as of the closing of the Transactions, and 1300 shares of restricted Class B Stock that were granted to her and that were not yet vested were deemed vested by the Company’s Board of Directors.

The foregoing descriptions of the amendments to the employment agreements for Messrs. Baruch, Joseph and Viertel and Ms. Delgado do not purport to be complete and are qualified in their entirety by reference to the full texts of the Amendments, copies of which are attached as Exhibits 10.8, 10.9, 10.10 and 10.11, respectively, and incorporated herein by reference.

Item 8.01.

Other Events

Special Dividend . On November 7, 2011, the Board declared a special dividend in cash on its Common Stock of $0.35 per share, to stockholders of record on November 18, 2011, payable on November 28, 2011.

Sale of Ivy Consolidated Loan . As previously disclosed, the Company had a loan outstanding to certain affiliates of Ivy Properties, Ltd. (collectively “Ivy”), which is owned by Messrs. Baruch, Joseph and Viertel (the “Ivy Principals”). As part of a Settlement Agreement effectuated in November, 1991 between the Company and Ivy, certain of the Company’s outstanding nonrecourse loans to Ivy (most of which had previously been written down to zero) were modified and consolidated into two nonrecourse loans (collectively, the “Ivy Consolidated Loan”), which currently has an aggregate outstanding principal balance of $4,770,050 and a net carrying value of zero. In 1996, the Company and the Ivy Principals agreed to modify the Settlement Agreement to provide that the only payments required under the Ivy Consolidated Loan would be paid by the Ivy Principals in an amount equal to 25% of the operating cash flow (after provision for certain reserves) of Scorpio Entertainment, Inc., a company owned by Messrs. Baruch and Viertel, that acts as a producer of theatrical productions. At September 30, 2011, the total unpaid and unaccrued interest on the Ivy Consolidated Loan was $3,943,693. In August 2010, in connection with the amendment of the employment agreements with Messrs. Viertel and Baruch and the anticipated liquidation of the Company, the Company approved an agreement with the principals of Scorpio that they could acquire, or cause the acquisition of, the Ivy Consolidated Loan for $100,000. On November 8, 2011, the Company assigned the Ivy Consolidated Loan to Patricia Daily, an individual employed in the theater industry, for $100,000.

Press Release. On November 8, 2011, the Company issued a press release announcing the Transactions described in this Form 8-K, a copy of which is attached as Exhibit 99.2 and incorporated herein by reference.

ITEM 9.01.

Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed herewith:

Exhibit		Description
10.1		Class B Stock Purchase Agreement, dated November 8, 2011, between the Company and Richard Zorn and Gordon DiPaulo

10.2		Property Management Agreement, dated November 8, 2011, between the Company and Signature Community Investment Group LLC

10.3		Asset Management Agreement, dated November 8, 2011, between the Company and Signature Community Investment Group LLC

10.4		Executive Employment Agreement, dated November 8, 2011, between the Company and Nickolas W. Jekogian, III

10.5		Option Agreement, dated November 8, 2011, between the Company and Nickolas W. Jekogian, III

10.6		Executive Employment Agreement, dated November 8, 2011, between the Company and Alexander Ludwig

10.7		Option Agreement, dated November 8, 2011, between the Company and Alexander Ludwig

10.8		Third Amendment to Amended and Restated Employment and Consulting Agreement, dated November 8, 2011, between the Company and Steven H. Baruch.

10.9		Fourth Amendment to Amended And Restated Employment and Consulting Agreement, dated November 8, 2011, between the Company and Jeffrey F. Joseph

10.10		Third Amendment to Amended and Restated Employment and Consulting Agreement, dated November 8, 2011, between the Company and Thomas Viertel

10.11		Eighth Modification to Employment Agreement, dated November 8, 2011, between the Company and Elizabeth Delgado

10.12		Form of Indemnification Agreement between the Company and each officer and director

99.1		Class A Stock Purchase Agreement, dated November 8, 2011, between PDL Partnership and BBJ Family Irrevocable Trust

99.2		Press Release dated November 8, 2011.

99.3		Form of Put Agreement, dated November 8, 2011, between Nickolas W. Jekogian, III and Richard Zorn and Gordon DiPaolo

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PRESIDENTIAL REALTY CORPORATION

Date: November 9, 2011	By:	/s/ Jeffrey F. Joseph
		Name: Jeffrey F. Joseph
		Title: President and CEO

INDEX TO EXHIBITS

Exhibit		Description
10.1		Class B Stock Purchase Agreement, dated November 8, 2011, between the Company and Richard Zorn and Gordon DiPaulo

10.2		Property Management Agreement, dated November 8, 2011, between the Company and Signature Community Investment Group LLC

10.3		Asset Management Agreement, dated November 8, 2011, between the Company and Signature Community Investment Group LLC

10.4		Executive Employment Agreement, dated November 8, 2011, between the Company and Nickolas W. Jekogian, III

10.5		Option Agreement, dated November 8, 2011, between the Company and Nickolas W. Jekogian, III

10.6		Executive Employment Agreement, dated November 8, 2011, between the Company and Alexander Ludwig

10.7		Option Agreement, dated November 8, 2011, between the Company and Alexander Ludwig

10.8		Third Amendment to Amended and Restated Employment and Consulting Agreement, dated November 8, 2011, between the Company and Steven H. Baruch.

10.9		Fourth Amendment to Amended And Restated Employment and Consulting Agreement, dated November 8, 2011, between the Company and Jeffrey F. Joseph

10.10		Third Amendment to Amended and Restated Employment and Consulting Agreement, dated November 8, 2011, between the Company and Thomas Viertel

10.11		Eighth Modification to Employment Agreement, dated November 8, 2011, between the Company and Elizabeth Delgado

10.12		Form of Indemnification Agreement between the Company and each officer and director

99.1		Class A Stock Purchase Agreement, dated November 8, 2011, between PDL Partnership and BBJ Family Irrevocable Trust

99.2		Press Release dated November 8, 2011.

99.3		Form of Put Agreement, dated November 8, 2011, between Nickolas W. Jekogian, III and Richard Zorn and Gordon DiPaolo

Exhibit 10.1

CLASS B STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT (this “ Agreement ”) dated as of November 8, 2011 by and between the purchasers identified on Exhibit A hereto (individually, a “ Class B Purchaser ” and collectively, the “ Class B Purchasers ”) and Presidential Realty Corporation, a Delaware corporation (the “ Company ”).

WHEREAS, upon the terms and subject to the conditions set forth in this Agreement, the Class B Purchasers wish to purchase from the Company, and the Company wishes to sell to the Class B Purchasers, an aggregate of 250,000 shares (the “ Class B Shares ”) of Class B common stock, par value U.S. $0.10 per share, of the Company (the “ Class B Common Stock ”);

WHEREAS, simultaneously with the execution, delivery and performance hereof, PDL Partnership (the “Seller”), a New York general partnership of which Steven Baruch, Jeffrey F. Joseph and Thomas Viertel are the general partners, is selling an aggregate of 177,013 shares (the “ Class A Shares ”) of Class A common stock, par value U.S. $0.10 per share, of the Company (the “ Class A Common Stock ”), to BBJ Family Irrevocable Trust (the “ Class A Purchaser ”) pursuant to the Class A Stock Purchase Agreement, dated of even date herewith, by and between the Seller and the Class A Purchaser (the “ Class A Stock Purchase Agreement ” and the sale of the Class A Shares pursuant thereto, the “ Class A Sale ”); and

WHEREAS, immediately prior to the execution and delivery of this Agreement and the Class A Stock Purchase Agreement, the board of directors of the Company (the “ Company Board ”) declared a special dividend of $0.35 per share with respect to all shares of Class A Common Stock and Class B Common Stock, payable on November 28, 2011 to holders of record on November 18, 2011 (the “ Special Dividend ”), but it is the intention and agreement of the Class B Purchasers and the Company pursuant to this Agreement and of the Class A Purchaser and the Seller pursuant to the Class A Stock Purchase Agreement that no Special Dividend shall be payable in respect of the Class B Shares or the Class A Shares to the Class B Purchaser or the Class A Purchasers, respectively, and that neither the Class B Purchasers nor the Class A Purchaser shall be entitled to the Special Dividend in respect of the Class B Shares or Class A Shares, respectively.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements contained herein, intending to be legally bound hereby, the parties hereto agree as follows:

1. Sale of Class B Shares .

1.1 Sale of Class B Shares, etc . The Company is issuing and selling to the Class B Purchasers, and the Class B Purchasers are severally purchasing from the Company, the number of Class B Shares set forth opposite such Class B Purchaser’s name on Exhibit A hereto. Notwithstanding that the Special Dividend is payable after the date hereof, the Company and the Class B Purchasers agree that the Special Dividend is not payable in respect of the Class B Shares and that the Class B Purchasers have no right to payment thereof.

1.2 Payment . Simultaneously with the execution and delivery hereof, the Class B Purchasers are paying the applicable purchase price for the Class B Shares of US$1.00 per Share and an aggregate purchase price as set forth opposite such Class B Purchaser’s name on Exhibit A (the “ Purchase Price ”) by wire transfer to the account of the Company set forth in Exhibit A .

1.3 Actions; Deliverables . Not later than simultaneously with payment of the Purchase Price by each Class B Purchaser as described in Section 1.2, the following actions shall have been taken:

(a) Stock Certificates . The Company shall have issued and delivered to each Class B Purchaser, simultaneous against the delivery by such Class B Purchaser of the applicable Purchase Price as described in Section 1.2, a certificate or certificates representing the Class B Shares acquired hereunder by such Class B Purchaser, which certificate or certificates shall be registered in such Class B Purchaser’s name or such name as such Class B Purchaser designates and shall contain the following legends:

“THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933 IS IN EFFECT OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

THE ACCUMULATION OF SHARES OF COMMON STOCK BY ANY PERSON, AS DEFINED IN THE COMPANY’S CERTIFICATE OF INCORPORATION, IS RESTRICTED TO 9.2% OF THE NUMBER OF OUTSTANDING SHARES OF COMMON STOCK WITHOUT REGARD TO CLASS. ANY TRANSFER WHICH CREATES AN ACCUMULATION IN EXCESS OF THAT AMOUNT VIOLATES THE CERTIFICATE OF INCORPORATION AND IS VOID. IF, NOTWITHSTANDING THE ABOVE, SUCH ACCUMULATION RESULTS, THE SHARES IN EXCESS OF 9.2% ARE SUBJECT TO CERTAIN RESTRICTIONS ON VOTING POWER AND RECEIPT OF DIVIDENDS, AND MAY BE MADE SUBJECT TO PURCHASE BY THE COMPANY. FURTHER, SUCH PERSON MAY BE REQUIRED TO INDEMNIFY THE COMPANY AGAINST TAXES INCURRED AND OTHER LOSSES RESULTING FROM (1) LOSS OF ITS TAX QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST OR (2) BECOMING A PERSONAL HOLDING COMPANY”

(b) Class A Sale . It is a condition to the closing of the sale of the Class B Shares hereunder that the Class A Sale shall be consummated simultaneously.

1.4 Location of Closing . The issuance, sale and purchase of the Class B Shares, delivery of the documents set forth in Section 1.3 and other related actions, including the Class A Sale, are being consummated on the date hereof at the offices of Morrison & Foerster LLP, 1290 Avenue of the Americas, New York, New York.

2. Representations and Warranties of the Company The Company represents and warrants to the Class B Purchasers as follows:

2.1 Organization, Qualification, and Corporate Power . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business and is in good standing in each jurisdiction in which the laws of such jurisdiction require such qualification. The Company has all power and authority necessary to own or hold its properties, to conduct its business as currently conducted and to execute, deliver, and perform this Agreement, the Amendments, the Asset Management Agreements, the Management Agreements and any other agreement or other document or instrument contemplated to be executed and delivered by the Company pursuant to this Agreement (collectively, the “ Transaction Documents ”).

2.2 Authorization of Transaction Documents . All action on the part of the Company necessary for the authorization, execution and delivery by the Company of this Agreement and the other Transaction Documents, and the performance of all obligations of the Company hereunder and thereunder has been taken on or prior to the date hereof. This Agreement and the other Transaction Documents executed by the Company have been duly executed by the Company, and constitute the valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except that (i) such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

2.3 Authorization of the Class B Shares . The Class B Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and issued in compliance with federal and state securities laws.

2.4 Capitalization and Other Capital Stock Matters . The authorized, issued and outstanding capital stock of the Company consists of 700,000 shares of Class A Common Stock, of which 442,533 shares are issued and outstanding and 36,407 shares are held in treasury, and 10,000,000 shares of Class B Common Stock, of which 2,963,147 shares are issued and outstanding and 570,400 shares are held in treasury. All of the issued and outstanding shares of Class A Common Stock and Class B Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Class A and Class B Common Stock were, and none of the Class B Shares will be, issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries.

2.5 Non-Contravention . The Company is not (i) in violation of its certificate of incorporation or bylaws, as in effect on the date hereof; (ii) to the best knowledge of the Company, in violation of any Law applicable to the Company or any subsidiary of the Company; or (iii) except as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (the “ Form 10-K ”) and Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 (the “ June 2011 Form 10-Q ”), in default (or, with the giving of notice or lapse of time, would be in default) (“ Default ”) under any indenture, mortgage, loan or credit agreement, note, contract, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “ Existing Instrument ”), except, in the case of clauses (ii) and (iii) for such violations or Defaults as would not, individually or in the aggregate, result in a material adverse effect on the consolidated financial position, stockholders’ equity, results of operation, or business of the Company and its subsidiaries taken as a whole (a “ Material Adverse Effect ”). The Company’s execution, delivery and performance of this Agreement and the other Transaction Documents, the consummation of the transactions contemplated hereby and thereby, the Class A Sale, and the issuance and sale of the Class B Shares will not (x) conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any Lien upon any property or assets of the Company or any subsidiary pursuant to, or require the consent of any other party to, any Existing Instrument, (y) result in any violation of any Law applicable to the Company or any subsidiary or (z) violate the certificate of incorporation or bylaws of the Company as in effect on the date hereof. No consent, approval, authorization or other order of, or registration or filing with, any Governmental Authority is required for the Company’s execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby except such consent, approval, authorization or other order or registration or filing (including the Form 8-K (as defined herein)) as set forth herein as has been obtained or made by the Company and except where the failure to obtain such consent, approval, authorization or order or to make such filing or registration would not, individually or in the aggregate, result in a Material Adverse Effect or otherwise affect the parties’ ability to consummate the transaction or result in the rescission thereof. For purposes of this Agreement, (1) “ Law ” shall mean any law, statute, rule, regulation, ordinance, order, code, common law, arbitration award, judgment, decree, order or other legal requirement of any Governmental Authority, and the rules of any stock exchange, as applicable; (2) “ Governmental Authority ” shall mean any federal, state, local or foreign government or any subdivision, authority, department, commission, board, bureau, agency, court or other instrumentality thereof; (3) “ Liens ” shall mean liens, mortgages, pledges, charges, security interests, claims and other encumbrances; and (4) “ best knowledge of the Company ” shall mean the best knowledge of any of Jeffrey F. Joseph, Steven Baruch and Thomas Viertel, after due inquiry.

2.6 SEC Filings; Financial Statements . The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act of 1933, as amended (the “ Securities Act ”), and the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), since January 1, 2010 (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “ SEC Filings ”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Filing prior to the expiration of any such extension. As of their respective dates, the SEC Filings complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Filings, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Some matters discussed in the SEC Filings may be considered “forward looking” statements within the meaning of Section 27(a) of the Securities Act and Section 21(e) of the Exchange Act, which statements each Class B Purchaser acknowledges and agrees are not guarantees of future performance and involve a number of risks and uncertainties, and with respect to which the Company makes no representations or warranties; provided that, to the extent that any forward looking statement is determined by a court in a non-appealable decision to be misleading or made in bad faith in an action filed by a third party, the Company will not be able to rely on this acknowledgement in any action by any Class B Purchaser or the Class A Purchaser. The financial statements of the Company included in the SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the U.S. Securities Exchange Commission (the “ SEC ”) with respect thereto as in effect at the time of filing. Such financial statements were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“ GAAP ”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to customary year-end audit adjustments.

2.7 Material Changes; Undisclosed Events, Liabilities or Developments . Since the date of the latest audited financial statements included within the SEC Filings, except as specifically disclosed in a subsequent SEC Filing filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect; (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the SEC; and (iii) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any of its shares (except for the Special Dividend). The Company does not have pending before the SEC any request for confidential treatment of information or any unresolved comments on any of its SEC Filings.

2.8 REIT . The Company qualifies as a real estate investment trust within the meaning of Section 856 of the Internal Revenue Code of 1986, as amended (a “ REIT ”). The Company has at all times complied with all the requirements and satisfied all the terms and conditions that must be satisfied in order to maintain its status as a REIT. Neither the execution and delivery of this Agreement, the Class A Stock Purchase Agreement and the other Transaction Documents, nor the consummation of the transactions contemplated hereby and thereby will result in the loss of or otherwise adversely affect the Company’s status as a REIT. There are no facts and circumstances known to the Company that would reasonably be expected to adversely impact the Company’s status as a REIT or result in the loss of such status.

2.9 There is no action, suit, proceeding or investigation pending or to the best knowledge of the Company, currently threatened against the Company or to the best knowledge of the Company pending or currently threatened against the Seller in the Class A Stock Purchase Agreement with respect to the transactions contemplated hereby and by the Class A Stock Purchase Agreement.

2.10 No Other Representations . Except as set forth herein, the Company is not making any representation or warranty of any kind.

3. Representations and Warranties of the Class B Purchasers . Each Class B Purchaser represents and warrants, severally and not jointly, as follows:

3.1 Capacity; Binding Agreement; etc . The Class B Purchaser has full capacity to execute and deliver this Agreement and to carry out the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Class B Purchaser. This Agreement constitutes the valid and binding agreement of the Class B Purchaser, enforceable against the Class B Purchaser in accordance with its terms, except that (i) such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

3.2 Purchase for Investment, etc . The Class B Purchaser (a) is an “accredited investor” as such term is defined under Rule 501 under the Securities Act, and has such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of the investment in the Class B Shares; (b) is capable of bearing the economic risks associated with the investment in the Class B Shares; (c) has been provided the opportunity to ask questions and receive answers concerning the Company and to obtain any additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished to it; (d) is acquiring the Class B Shares for its own account and not with a view toward, or for resale in connection with, the sale or distribution thereof; provided, however , the Class B Purchaser does not agree to hold the Class B Shares for any minimum or other specific term, and reserves the right to dispose the Class B Shares at any time in accordance with or pursuant to an exemption under the Securities Act. Nothing contained in this Section 3.2 will derogate from the Class B Purchaser’s right to rely on the Company’s representations and warranties included in this Agreement.

3.3 Reliance on Exemptions . The Class B Purchaser understands that the Class B Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Class B Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Class B Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Class B Purchaser to acquire the Class B Shares.

3.4 Transfer or Resale . The Class B Purchaser understands that the Class B Shares have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or sold, assigned or transferred pursuant to an exemption from registration under the Securities Act.

3.5 Special Dividend . For the avoidance of doubt, the Class B Purchaser waives any and all claims or demands with respect to the Special Dividend. If, notwithstanding Section 1.1 and this Section 3.5, the Class B Purchaser shall receive payment of the Special Dividend in respect of the Class B Shares, the Class B Purchaser shall promptly pay over such Special Dividend to the Company.

4. Public Announcements; Filings; Further Actions .

4.1 Set forth as Exhibit B hereto is a form of the Company’s press release with respect to the execution of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby. The parties shall not issue any other press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of the other parties hereto (which approval will not be unreasonably withheld, delayed or conditioned) unless, in the reasonable judgment of the Company, as applicable, disclosure is otherwise required by Law.

4.2 Set forth as Exhibit C hereto is a copy of the Company’s Current Form 8-K (the “ Form 8-K ”) with respect to the execution of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby. The Company shall file the Form 8-K no later than four business days after the Closing.

4.3 Further Action . The Company agrees to take, or cause to be taken, from and after the date hereof, such further reasonable actions to execute, deliver and file, or cause to be executed, delivered and filed, such further documents and instruments as may be necessary in order to fully effectuate the purposes, terms and conditions of this Agreement, and the Company agrees to cooperate fully in any such actions as the Class B Purchasers shall reasonably request.

4.4 Special Dividend Reporting . The Company shall exercise best efforts to not to provide the Class B Purchasers with a Form 1099 reporting the Special Dividend.

5. Miscellaneous .

5.1 Counterparts . This Agreement may be executed in one or more counterparts, but all such counterparts shall constitute one and the same instrument.

5.2 Communications and Notices . Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile or email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) three days after deposit with an internationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses, facsimile numbers and email addresses for such communications shall be:

If to the Company:
	Mailing Address:	180 South Broadway White Plains, New York 10605
	Email Address:	jjoseph@presrealty.com
	Fax Number:	914-948-1327

With a copy to Nilene R. Evans	Mailing Address :	Morrison & Foerster LLP, 1290 Avenue of the Americas, New York, New York 10104-0050
	Email Address:	nevans@mofo.com
	Fax Number:	212-468-7900

If to the Class B Purchasers:	To the addresses set forth on Exhibit A .

5.3 Governing Law . This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the conflicts of laws and rules thereof.

5.4 Integration and Severability . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof. In case any one or more of the provisions contained in this Agreement or in any instrument contemplated hereby, or any application thereof, shall be invalid, illegal or unenforceable in any respect, under the laws of any jurisdiction, the validity, legality and enforceability of the remaining provisions contained herein and therein, and any other application thereof, shall not in any way be affected or impaired thereby or under the laws of any other jurisdiction.

5.5 Headings . The headings of the articles, sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above stated.

	CLASS B PURCHASERS:

	/s/ Richard Zorn
	Richard Zorn


	/s/ Gordon DiPaolo
	Gordon DiPaolo


	PRESIDENTIAL REALTY CORPORATION

	By:	/s/ Jeffrey F. Joseph
		Jeffrey F. Joseph, President

Exhibit A

Class B Purchaser Information

Class B Purchaser	Shares of Class B Common Stock To Be Sold to Class B Purchaser		Purchase Price		Address for Notice
Richard Zorn		125,000	$	125,000
Gordon DiPaolo		125,000	$	125,000

Company Wire Instructions

Exhibit B

Press Release

Exhibit C

Form 8-K

Exhibit 10.2

PROPERTY MANAGEMENT AGREEMENT

THIS AGREEMENT (this “Agreement”) is made as of the 8th day of November, 2011 by and between Presidential Realty Corporation (“Owner”) and Signature Community Management, LLC, having an address c/o 9 E. 40 th Street, Suite 900, New York, NY 10016 (“Manager").

W I T N E S S E T H :

WHEREAS, Owner is the owner of a 400,000 SF industrial park commonly known as Maple Tree Industrial Center located at 21 Wilbraham Street, Palmer, MA 01069 (the “Property”); and

WHEREAS, Owner desires to employ Manager as the exclusive managing and leasing agent for the Property.

NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Employment of Manager . Owner hereby employs Manager as the exclusive managing and leasing agent for the Property, and Manager hereby accepts said employment on the terms and conditions as hereinafter provided.

2. Duties and Authority of Manager .

(a) Manager shall use diligent and professional efforts in managing, leasing, operating, maintaining and servicing the Property. The services of Manager hereunder are to be performed in a faithful and diligent manner, of a scope and quality consistent with prudent property management industry standards and best practices and in the best interest of Owner (the “ Performance Standard ”). In connection therewith, Manager shall make available to Owner, consistent with industry practices, the full benefit of the judgment, experience and advice of the members of Manager’s organization and staff with respect to the policies to be pursued by Owner in operating the Property. In performing the services hereunder, Manager shall comply with the Specific Management Guidelines set forth on Exhibit A hereto, as such guidelines may be changed by Owner from time to time. Manager shall provide maintenance and on-site and district/regional management (collectively, “ Key Personnel ”). Manager shall consult with Owner prior to making any changes to the Key Personnel. Without limiting the foregoing, it shall be the duty and responsibility of Manager, at its sole cost and expense unless otherwise provided herein (it being expressly understood that Owner is responsible for all costs for an on-site management and leasing office and reimbursement of Manager’s employment costs in accordance with Section 4(b) below, all pursuant to the Annual Budget, but Manager is responsible for all off-site employees and all off site management costs), to:

(i) Maintain and staff an on-site management and leasing office (which shall be open during customary business hours), meet with and respond to inquiries from tenants and prospective tenants, and report to Owner with respect to the Property on at least a monthly basis on Manager’s findings and activities. Manager agrees that all staff shall be employees of Manager and Manager shall supervise, and otherwise be responsible in all respects for, all such employees and Owner shall have no liability with respect thereto. The parties acknowledge all costs with respect to such on-site management and leasing office shall be an Owner expense pursuant to the Approved Budget and that Owner shall reimburse Manager’s employment related costs in accordance with Section 4(b) below. Manager shall comply with all applicable laws and regulations having to do with worker’s compensation, social security, unemployment insurance, hours of labor, wages, working conditions and other employment-employee related subjects. Manager represents that it is and will continue to be an equal opportunity employer. Manager and its employees shall be duly licensed, permitted and authorized under applicable federal, state and local laws and regulations to provide Owner with the services provided for in this Agreement. Manager shall, at Owner’s cost, conduct such background, reference, educational, criminal record and other checks in the hiring of its personnel working at a Property as shall be appropriate to the positions for which such personnel are engaged, to the extent permissible by law.

(ii) Lease available space in the Property. In such regard, Manager shall use its best efforts to keep the Property leased to tenants meeting Owner’s leasing criteria. All proposed leases and any modification, cancellation, renewal (unless in accordance with an existing lease) or extension of an existing lease shall be in accordance with the leasing guidelines set forth on Exhibit B hereto, as such guidelines may be changed by Owner with respect to its Property from time to time. Unless otherwise agreed by Owner, all leases shall be substantially on the standard form of lease attached as Exhibit C hereto.

(iii) Secure, as fully as practicable, the compliance of tenants with the terms, covenants and conditions of their respective leases and compliance of the owners of any adjacent Property with any restrictions contained in any recorded declaration affecting the Property of which Manager has knowledge. Manager shall keep all tenants informed of all rules and regulations governing the use and occupation of space in the Property (which Owner may alter or supplement from time to time) and Manager shall use its best efforts to cause its services hereunder to be consistent with such rules and regulations. Service requests of tenants, when received shall be considered and handled by Manager and systematic records shall be maintained showing the action taken with respect to each request. Complaints of a serious nature shall be reported to Owner immediately with all relevant details and Manager shall thereafter investigate the complaint and make appropriate recommendations.

(iv) Collect from tenants in the Property all rents and other charges required to be paid by their leases and deposit same into the applicable Property Account (as hereinafter defined). Manager shall compute and bill tenants for such items of rent. Manager shall prepare, in consultation with Owner, and submit to the tenants of the Property, such statements as are required by the terms of their leases or as may be reasonably necessary to bill and collect the charges in question. Manager will, at Owner’s expense, but only after consultation with, and approval by Owner, institute legal actions or other proceedings for the collection of such rent or charges due from tenants or for the eviction of tenants, and such expenses may include the employment of collection agencies and/or the engaging of counsel approved or designated by Owner for such matters; provided that actions for the collection of sums of less than $5,000 shall not require Owner’s prior approval so long as Manager uses such law firms as have been approved by Owner for such purpose. Manager shall, at the request of Owner and at no additional cost to Owner, cause the appropriate personnel of its organization to testify in any legal actions concerning any tenancies or the Property (provided that such personnel are, at the time testimony is required, still members of Manager’s organization). Except with respect to disputes concerning $5,000 or less, Manager shall have no authority to settle, compromise or take any other action with respect to litigation relating to the Property or the tenancies of the Property without Owner’s express approval.

(v) Deposit all tenant security deposits in such manner and with such depository institutions as is required by law, or to the extent no legal requirements are in existence for security deposits, then in the Property Account for the Property or as otherwise directed by Owner, with accrued interest to be paid to the related Owner if permitted by law or to a tenant if required under its lease or by law. Manager shall have no authority to withdraw any sums from said security deposit account. It is expressly understood and agreed that all disbursements, transfers or refunds of tenant security deposits made by Manager, if authorized by Owner, shall be made by a check drawn on said account or appropriate journal or bookkeeping entries and shall be substantiated by the appropriate records and accounting procedures. To the extent that applicable law requires that interest be paid to tenants, that statements or other materials or information be provided to tenants with respect to such security deposits, and/or that specified procedures be followed with respect to the retention, investment and disbursement of such security deposits, Manager shall fully comply with same.

(vi) For each calendar year, Manager shall submit an annual budget for the Property to Owner, for Owner’s review and approval. Thereafter, Manager agrees to work with Owner to refine the budget until the budget is accepted by Owner. Unless otherwise designated by Owner, the Property shall be operated on a calendar year basis for reporting and budgeting purposes. Each budget shall show, by category, all anticipated items of income and expenditures, any capital expenditures recommended or anticipated by Manager and any other information which is appropriate for the operation of the Property for such year. Each budget shall be approved by Owner before it shall become effective (each approved annual budget for the Property is hereinafter referred to collectively as the “Annual Budget” for the Property). After approval, Manager shall use its best efforts to operate the Property within the constraints of the Annual Budget for the Property and shall not make any expenditure during a budgeted period which is in excess of one hundred five percent (105%) of the budgeted amount for such expenditure for any particular line item, or one hundred two percent (102%) of the aggregate of all budgeted expenditures, except with the express written approval of Owner. When appropriate, Manager will prepare, for Owner’s consideration and approval, an update of the Annual Budget to reflect actual or anticipated deviations.

(vii) Bond or insure to the equivalent of a fidelity bond for malfeasance all its employees who handle, deal with, or are responsible for Owner’s money in an amount not less than three (3) months of rent and other charges payable by the tenants and licensees of the Property and deliver to Owner a bond or insurance policy (from an insurance company reasonably acceptable to Owner) naming Owner as loss payee under Manager's insurance policy. The cost of such insurance or bond shall be borne by Manager.

(viii) Subject to the terms of subparagraph (x) below, in accordance with the Owner’s procedures with respect to Owner’s approval of invoices and payment, pay from the applicable Property Account, when due, all taxes, assessments, rents and other levies applicable to the Property, operating expenses, property management fees, leasing commissions, and Manager’s approved expenses, and deliver to the Owner all canceled checks after month-end close.

(ix) Unless otherwise specifically directed by Owner, use its best efforts to comply with all terms of any mortgages, deeds of trust or other documents relating to the Property of which Manager is given copies and pay from the applicable Property Account all amounts due under such documents before such amounts shall become delinquent.

(x) Cause the buildings, appurtenances and grounds of the Property to be maintained, repaired and replaced, at Owner’s expense, in accordance with the quality standards generally applicable to Property of similar class in the geographic area of the applicable Property and according to such further standards as are acceptable to or designated by Owner, including, but not limited to, interior and exterior cleaning, painting, decorating, landscaping, plumbing, alterations, carpentry, and such other normal maintenance, preventive maintenance and repair work (including, but not limited to, structural repair work) as may be necessary. Except with respect to capital projects or repairs costing in excess of $10,000 (“ Major Capital Projects ”), Manager has the authority to make repairs, replacements, alterations and improvements to the extent same are within the constraints provided for in the Annual Budget, provided that prior to initiating any capital project or repair (including Major Capital Projects and capital projects or repairs contemplated by the Annual Budget), Manager shall submit for Owner’s approval a Capital Repair Request Form (in the form required by Owner). With respect to Major Capital Projects, Manager shall obtain at least three (3) qualified bids (unless the competitive bid requirement is waived by Owner) for all items comprising such Major Capital Project and provide Owner with all relevant information in connection with such bid process. In addition, Manager shall obtain Owner’s written approval prior to making any expenditure out of the Property Account with respect to a Major Capital Project and shall furnish Owner with all documentation and information as Owner may require with respect to such expenditure. Manager shall keep Owner fully and timely informed of its recommendations for repairs, replacements, alterations and improvements necessary to meet the Performance Standard. Manager shall oversee all maintenance, repair and replacement work performed at the Property. Manager shall require that all vendors and contractors performing work on the Property to maintain insurance in accordance with the insurance guidelines set forth on Exhibit E attached hereto.

(xi) Negotiate, on behalf of Owner, on the most favorable terms that Manager using its best efforts can then obtain, contracts or arrangements for water, electricity, gas, steam, fuel, oil, telephone, cable, internet, laundry, rubbish removal, vermin extermination, and other necessary services, and for the obtaining of materials and services for the Property, as well as such other contracts as Manager shall deem advisable; provided, however, that Manager may only execute such contracts on behalf of Owner with Owner’s prior written approval and in a manner which discloses Owner’s interest and Manager’s relationship to Owner (Owner reserves the right to execute the contracts directly, without Manager’s agency, unless otherwise specifically directed by Owner in each instance) and, when possible, such contracts shall be for a period not to exceed twelve (12) months, and terminable on not more than thirty (30) days' notice by Owner or Manager without cause or charge. Manager shall act at all times under the direction of Owner and shall allocate to Owner any rebate, commission or discount obtained as result of such purchases, and any such commissions or rebates are to be remitted to Owner (including Owner's share of any discounts based on purchases made in common with other parties).

(xii) Maintain, separately for the Property, in a manner and pursuant to a Yardi computer software system (or other such computer system designated by Owner at a future date), a system of office records, books and accounts with respect to the Property, on a cash basis in accordance with GAAP, which records shall be subject to examination by Owner or its authorized agents and employees at all reasonable hours (including access via telephone lines and modems after business hours), and which records, books and accounts are the property of Owner. Manager shall, upon request of Owner, make all of said books and records available to Owner and any other parties designated by Owner and shall deliver same to Owner or such designated parties on demand. Upon the termination of this Agreement, and Owner's request, Manager shall deliver all books and records and computer files to Owner. Manager shall be responsible, at its sole cost, for keeping its staff fully trained and up-to-date in the use and operation of Owner’s software and accounting systems. Manager understands that the particular accounting and data systems specified by Owner from time to time for the Property are essential to the uniformity and efficacy of Owner’s overall database and reporting systems, and, accordingly, Manager shall not change or modify any such systems without the express approval of Owner in each instance.

(xiii) At Owner’s expense, prepare and implement such other commercially prudent business strategies, subject to the approval of Owner, so as to increase the profitability and value of the Property, including without limitation, promotional, marketing and expansion plans. In connection therewith, Manager shall cooperate with Owner in the creation of a promotional website for the Property and, at Owner’s expense, maintain such website in compliance with all applicable laws and in accordance with the standards and procedures promulgated by Owner. Manager may engage a consultant to perform such services subject to the prior approval of Owner.

(xiv) Subject to the terms of subparagraph (x) above, coordinate and supervise the performance of capital improvements, all turn over and make ready work in connection with preparing vacated space for leasing and any other work performed by landlord or a tenant at the Property.

(xv) Prepare and submit to Owner for the review of Owner the reports indicated on Exhibit D (the “ Property Reports ”) within the time frames designated by Exhibit D (Manager may close the Property's books by the 25 th day of the prior month for purposes of preparing the applicable reports). In addition to the reports indicated on Exhibit D , Manager shall deliver to Owner an up-to-date rent roll within 48 hours of Owner’s request and copies of the standard management reports generated by the software system used by Manager in connection with the management of the Property as soon as possible following Owner’s request but in any event not later than 24 hours following Owner’s demand. If requested by Owner, a principal of Manager shall certify the accuracy of any report submitted to Owner.

(xvi) Render reasonable assistance to Owner in connection with any financing, refinancing or sale of the Property, including without limitation, the preparation and submission of information relating to the Property as well as the preparation of any necessary estoppel certificates; and use its best efforts to secure the execution and delivery of such estoppel certificates, subordination and non-disturbance agreements and other required documents.

(xvii) Subject to the Annual Budget or as otherwise approved by Owner in writing, to the extent of its authority, use best efforts to perform or cause to be performed all such acts and things as shall be necessary to effect compliance with all laws, rules, regulations, ordinances, statutes, regulations and requirements of any federal, state or municipal government or any agency thereof having jurisdiction respecting the use or manner of use of the Property or the maintenance or operation thereof; and the requirements of any insurance companies covering any of the risks against which the Property is insured. Manager will make recommendations to Owner regarding compliance with all notices and, at Owner’s request and expense, shall contract for and supervise the completion of all work necessary to assure such compliance.

(xviii) Participate in Owner’s weekly management meeting conference calls to discuss the status of the Property (as well as any other meetings or conference calls scheduled by Owner).

(xix) Generally perform such other functions as are incidental to or reasonably necessary to effectuate the proper management, upkeep and operation of the Property, and keep Owner advised of all matters having a material bearing on the use and operation thereof.

(b) Subject to applicable Lender requirements, for the Property, Manager shall, on a timely basis, deposit all items of Property income, including without limitation rent and other payments received from tenants, in a local insured interest-bearing account maintained by Owner for such Property, which account shall be in the name of, and at a bank designated by Owner (with all interest accruing to Owner) (collectively, the “Property Account”). Manager shall pay all property expenses set forth in the Annual Budget from the Property Account for such Property. Owner and Manager shall each have signature authority over the Property Account and the funds contained therein, except if Manager is in default under this Agreement or this Agreement has been terminated as to a Property, then Manager shall have no signature authority over the Property Account for such Property. Owner agrees to provide Manager with a monthly accounting of any disbursements made by Owner from the Property Account. All such funds shall at all times be and remain the property of Owner and shall be indicated as such on Manager's records and shall be segregated from the funds of Manager. Upon the execution hereof, Manager and Owner shall agree upon an initial amount to fund the Property Account for the Property. Manager is authorized to issue checks upon the Property Account to pay for all obligations and expenditures incurred by Manager for and on account of Owner in connection with the management and operation of the Property as set forth in the Annual Budget and in accordance with the terms of this Agreement. It is expressly understood and agreed by Manager that all disbursements of funds authorized by Owner to be made by Manager shall be made by a check drawn on the Property Account. All disbursements of funds shall be substantiated by appropriate records and accounting procedures. Each month, Property expenses shall be paid by Manager from the applicable Property Account in the following order (unless otherwise directed by Owner): (a) first, to payment of any debt service, real estate taxes and insurance premiums for the applicable Property, (b) second to the Manager’s management fee for the prior month and (c) third to all operating expenses set forth in the Annual Budget due and payable by the 25 th day of such month (including payroll expenses set forth on Exhibit F). At the end of each month (or as otherwise directed by Owner), the balance of proceeds in the Property Account shall be distributed to Owner in accordance with instructions furnished by Owner to Manager (subject to any reserves recommended by Manager and approved by Owner). In the event of an emergency requiring the disbursements of funds, Manager shall use its best efforts to contact Owner, but, if such contact cannot be made, Manager shall be deemed authorized to make the disbursements necessary to remedy the emergency condition. If the Property Account for the relevant Property at the time of an emergency does not contain funds sufficient to remedy said emergency, Manager may, but shall not be required to, use its own funds to do so, and the related Owner shall promptly reimburse Manager upon presentation of receipts for Manager’s reasonable expenditures made in connection with such emergency.

(c) Manager is hereby authorized to engage attorneys, architects, accountants, engineers or other professional persons subject to Owner's prior written approval, at Owner's expense to the extent provided in the Annual Budget or as otherwise approved by Owner in writing, to assist Manager in the performance of its obligations hereunder. Owner shall have the right to designate the professionals to be utilized for the foregoing purposes and shall have the further right to engage such professionals directly, without the agency of Manager.

(d) Manager shall deliver promptly to Owner copies of all notices or other communications which relate to this Agreement or the duties to be performed hereunder.

(e) Manager shall notify Owner of all legal requirements, claims or actual or potential problems of which it becomes aware regarding hazardous materials or substances, including, but not limited to any hazardous material or substance which is or becomes defined as a “hazardous waste,” “hazardous substance,” “hazardous material,” pollutant, mold, or contaminant under any federal, state, or local statute, regulation, rule, or ordinance or amendments thereto (as well as asbestos or asbestos-containing materials) including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601), as amended, and/or the Resource Conservation and Recovery Act (42 U.S.C. Section 6901) (collectively, “ Hazardous Materials ”), and agrees to promptly notify Owner if it becomes aware of any violation of any such laws regarding Hazardous Materials. Manager shall take no action involving the storage, transportation, disposal, abatement, cleanup or removal of Hazardous Materials below, on, under, about or affecting the Property except pursuant to specific written instructions of Owner or an environmental consultant approved by or designated by Owner; provided that in the case of emergency, Manager may take such action as it deems appropriate in its good faith business judgment and will have no liability to Owner, nor shall it be deemed an operator of a Property, by reason of any such emergency action.

(f) Manager shall keep Owner informed of any change in the amount of real or personal property assessments or taxes relating to the Property, and upon request, consult with Owner regarding the contesting of either the validity or the amount thereof; and forward to Owner’s attention, all official receipts evidencing the payment of the foregoing charges. Upon Owner’s request therefor, Manager will cooperate and assist in the preparation of any application for the correction or appeal of any tax or assessment made or to be made in connection with the Property, including, providing supporting testimony at any hearing in connection with such contest or appeal .

(g) Manager shall promptly investigate and timely make a full written report (with the prior written approval of Owner as to the contents of any such report) to the applicable insurance company to which a claim is being made, with a copy to Owner, as to all accidents, claims or damages relating to the ownership, operation and maintenance of the Property, any damage or destruction to the Property and the estimated cost of repair thereof, and shall prepare any and all reports (with the prior written approval of Owner as to the contents thereof) as may be required by the terms of the applicable insurance policy or by any applicable insurance company in connection therewith. Manager shall have no right to settle, compromise or otherwise dispose of any claims, demands or liabilities, whether or not covered by insurance, without the prior written consent of Owner.

(h) Manager shall supervise the moving in and out of tenants and arrange, to the extent possible, the dates thereof so that there shall be a minimum of disturbance to the operation of the Property and inconvenience to other tenants, and render an inspection report thereof (to be submitted into such tenant’s leasing file) with respect to any space which has been vacated including an assessment for damages and the disposition of any deposit held as security for the performance by the tenant under its lease with respect to the space vacated.

(i) Use commercially reasonable efforts to prevent water intrusion into interior spaces and common areas of the Property, cause the removal of water that may have intruded into spaces or resulted from excess humidity, and to prevent mold, bacteria and other contamination at a Property, including implementing protective measures and guidelines as appropriate for the Property, based on its age, type and quality of construction, history of water intrusion, unique or problematic design elements, and local climate and conditions, and as necessary to comply with federal, state and local laws, regulations, ordinances and codes, adopted from time to time, applicable to the management of water intrusion, and complying with any requirements of a Lender or applicable loan documents, relating to the foregoing.

3. Limitations and Authority . Notwithstanding any other provisions of this Agreement, Manager shall have no authority to take any of the following actions, unless it has received the prior written approval of Owner:

(a) Sell, assign or otherwise transfer or mortgage, pledge, hypothecate, alienate or grant a security interest in the Property or any portion thereof or interest therein or allow due to any act or omission of Manager the placing or suffering of any other encumbrance on the Property or any portion hereof or interest therein except for tenant leases as provided in this Agreement;

(b) Issue any press release or public announcement relating to the Property other than promotional material approved by Owner;

(d) Enter into any contract for any service, materials or the like with a party which is affiliated with Manager or in which any partner, member or shareholder of Manager holds a direct or indirect beneficial interest (with the understanding that, if such contract is approved by Owner, it must be at competitive rates); and

(e) Make any other decision or take any action which by any provision of this Agreement is required to be first approved by Owner.

4. Compensation of Manager .

(a) Base Fee . As compensation for its services, Manager shall, with respect to the Property, receive monthly in arrears an amount equal to five percent (5.0%) of the monthly Rental Income (as defined below) actually received from tenants at such Property from the date hereof to the effective date of termination of this Agreement.

(b) If the effective date of termination is not the last day of a month, the compensation payable pursuant to this Article 4 shall be pro-rated based upon the number of days in such month prior to the effective date of termination. Such compensation shall be payable on the later of the date which is (i) the 10 th business day of the month and (ii) 10 business days following the submission of the Property Reports required to be submitted as of the end of the prior month as indicated on Exhibit D attached hereto. “ Rental Income ” means all minimum rents, pet rental fees, late payment fees, laundry and vending machine concessions income, application fees and security deposit forfeitures (except where forfeitures are on account of damage caused by a tenant), but excluding all other receipts or income.

(c) Reimbursable Expenses . Owner shall reimburse Manager for all reasonable expenses incurred by Manager in performance of its duties under this Agreement which are either in accordance with the Annual Budget or which have been approved in writing by Owner. Such expenses shall include, without limitation, Manager’s costs of the salaries, benefits (including payroll taxes and premiums for medical, life and workers compensation insurance and reasonable administrative costs relating to 401(k) plans if applicable) and appropriate and prudent training (in accordance with the Annual Budget for such Property) for Manager’s employees who are engaged solely in management or operation of the Property (or for the properly apportionable and verified costs of Manager’s employees who are also engaged to provide services to other projects) including any off-site accounting personnel and costs for an on-site management office; provided, however, such expenses shall not include (w) Manager’s general office expenses and administrative overhead or the costs of any off-site office, (x) any corporate training (except such appropriate and prudent training expenses as set forth above in this Section 4(b)), (y) the insurance premiums described in Section 7 below, or (z) any other costs which are stated in this Agreement to be borne by Manager.

(d) Construction Management . In connection with the annual budgeting process, Manager shall recommend for Owner’s approval specific capital projects and repairs for which Manager shall provide construction management services. Manager shall be paid for its services in connection with capital projects for which Owner selected Manager to provide construction management services pursuant to a separate agreement to be negotiated and entered into between Owner and Manager.

(e) Manager shall receive no compensation or reimbursement of any kind or nature except as expressly provided in this Article 4.

5. Term . Subject to Article 6, the employment of Manager under this Agreement shall commence on the date hereof and shall expire one (1) year from the date hereof (the “ Initial Expiration Date ”). If neither Owner nor Manager has given to the other party, at least thirty (30) days prior to the Initial Expiration Date, written notice that such party does not wish this Agreement to renew, then the term of this Agreement shall be deemed automatically renewed for an additional period of one (1) year, and so on for further renewal periods of one (1) year unless either party has given to the other written notice of non-renewal at least thirty (30) days prior to the expiration of such extended period. Notwithstanding any such automatic renewal, this Agreement shall be subject to termination in accordance with the provisions of Article 6 below.

6. Termination .

(a) This Agreement and Manager’s term of employment under this Agreement, for the Property, may be terminated by the Owner after the Initial Expiration Date for any reason, in its sole and absolute discretion, at any time, upon not less than thirty (30) days prior written notice to Manager. Such termination shall be without payment of any additional fees or penalties, other than accrued management fees payable in accordance with Section 4(a) hereof.

(b) As to the Property, this Agreement and Manager’s term of employment under this Agreement may be terminated by Owner immediately upon the occurrence of any of the following events:

(i) the fraud, gross negligence or malfeasance on the part of Manager under this Agreement;

(ii) the sale of all, or substantially all, of the Property (or of all of the direct or indirect ownership interests therein);

(iii) default by Manager in the performance of a particular obligation under this Agreement (A) which can be reasonably cured in thirty (30) days and which is not cured within thirty (30) days after written notice thereof or (B) on three (3) occasions during any twelve (12) month period; or

(iv) as required by a Lender (as defined below).

(c) Upon termination of Manager or expiration of this Agreement, all property of Owner in Manager's possession or control, including all security deposits, bank deposits, books of account and records, computer files, leases, correspondence, service contracts, warranties and all invoices (together with copies of all checks in payment thereof) shall be delivered to Owner within three (3) business days after such termination or expiration and Manager's authority to act for Owner shall immediately cease. All of Manager’s own books of entry, payroll records and other records relating to the Property or the performance of its duties hereunder, and which are not otherwise required to be turned over to Owner, shall be kept by Manager for a period of at least three (3) years following any termination of this Agreement, and shall, upon request, be available for Owner’s inspection and/or copying (at Owner’s cost).

(d) Notwithstanding the foregoing, the assignment for the benefit of creditors, appointment of a receiver, or filing of a voluntary petition in bankruptcy by Manager shall immediately terminate this Agreement with no right to cure. If a petition in bankruptcy is filed against Manager, Manager shall have ninety (90) days to dismiss such petition before Owner may terminate this Agreement.

(e) Commencing after the Initial Expiration Date, this Agreement and Manager’s term of employment under this Agreement for all but not less than all of the Property may be terminated by the Manager for any reason, in its sole and absolute discretion, at any time, upon not less than sixty (60) days prior written notice to Owner and such termination shall be without payment of any additional fees or penalties, provided, however, at any time, as to the Property, with respect to such Property and such Property only, Manager may terminate this Agreement in the event of a default by Owner which is not cured within thirty (30) days written notice thereof, provided that such default is capable of being cured within a thirty (30) day period. If the default cannot be cured within a thirty (30) day period, the right to cure shall continue for as long as necessary to cure said default, provided that the defaulting party begins to cure within thirty (30) days and continues its efforts in good faith. .

7. Manager's Insurance Coverage . With respect to the Property:

(a) Manager shall procure and maintain, at Manager's sole cost and expense, general liability insurance, issued by an insurance company licensed in the state in which the Property is located and acceptable to Owner, with minimum limits of at least $1,000,000 per occurrence for bodily injury and at least $1,000,000 per occurrence for property damage.

(b) Manager shall procure and maintain, at Manager’s sole cost and expense, throughout the term hereof worker's compensation and unemployment compensation in full compliance with all applicable state and federal laws and regulations.

(c) To the extent applicable, Manager shall, at Manager's sole cost and expense, maintain in full force and effect comprehensive automobile liability insurance coverage which has combined single limit coverage of $1,000,000. The comprehensive automobile liability policy shall include blanket non-owned coverage.

(d) Manager shall, at Manager's sole cost and expense, maintain in full force and effect an "umbrella" liability coverage providing coverage in the amount of $3,000,000 (if such amount can be obtained pursuant to applicable state law) in excess of the coverages to be maintained pursuant to Subparagraphs 7(a), (b), and (c) hereof.

(e) Manager shall, at Manager’s sole cost and expense, maintain in full force and effect employment practices liability insurance coverage, including third party coverage, which has limits of not less than $1,000,000 each wrongful employment act and $1,000,000 aggregate.

(f) Owner shall have the right to require Manager to obtain and maintain, at Manager's sole cost and expense, such other insurance as Owner may from time to time deem reasonably necessary and which insurance is normal and customary for managing agents for buildings similar to and located in the vicinity of the applicable Property.

(g) Manager shall furnish Owner with certificates of insurance (or, if requested by Owner, certified copies of the insurance policies), all in form and substance reasonably satisfactory to Owner, and required to be obtained and maintained by Manager pursuant to the terms of this Agreement. Owner shall be named as additional insured on the Commercial General Liability Policy, automobile liability and excess liability policies. Such policies shall provide that they shall not be canceled or otherwise modified without thirty (30) days' prior written notice to Owner. At least ten (10) days prior to the expiration of any such policy Manager shall furnish Owner with evidence that the insurance policies required hereunder have been renewed.

8. Indemnity .

(a) Owner and any Owner Affiliate hereby agrees to indemnify and hold Manager, its agents and employees harmless from and against any and all liabilities, claims, suits, fines, penalties, damages, judgments, losses, fees, costs and expenses (including reasonable attorneys’ fees and court costs) incurred when Manager is acting in accordance with the terms and provisions of this Agreement and within the scope of authority conferred upon Manager hereunder, or when Manager is acting under the express direction of Owner, except for matters for which Manager indemnifies Owner under subclause (b) below.

(b) Manager hereby agrees to indemnify and hold Owner and its employees, harmless from and against any and all liabilities, claims, suits, fines, liabilities, damages, judgments, losses, fees, costs and expenses (including reasonable attorneys’ fees and court costs) which arise due to Manager’s actions taken outside the scope of (or in default of) this Agreement or due to its gross negligence or willful misconduct.

(c) Owner shall cause Manager to be named as an additional insured, as its interest may appear, with respect to any and all general or public liability insurance coverage with respect to the Property. Owner shall be responsible, at its expense, for maintaining casualty insurance with respect to the Property.

9. Human Rights . Manager shall, in its procurement of goods and services, use best efforts to ensure that minority and women-owned business enterprises are given the opportunity to provide such goods and services. Manager acknowledges that pursuant to certain federal, state and local laws and the rules and regulations promulgated thereunder or pursuant thereto (“ Human Rights Laws ”) applicable to the Property, it is illegal for an owner of property or the property manager acting on behalf of such owner to refuse to lease property or procure goods and services from any person because of personal characteristics, which characteristics may include race, color, religion, national origin, sex, marital status, sexual orientation, age or physical disability, as specified in the Human Rights Laws applicable to the Property. Owner and Manager each agree to comply with all Human Rights Laws applicable to the Property.

10. Lender Provisions . All fees payable to Manager shall be subordinate to the payment of all debt service obligations under any loan or preferred equity investment (any such loan or investment, a “ Loan ”) secured by the Property or an indirect or direct interest in the Property, if required by any mortgage lender (a “ Lender ”). Manager shall cooperate in executing any additional agreements to document the above if required by a Lender. Manager agrees that a Lender shall have the right, upon notice to Manager and Owner at any time after the occurrence and during the continuance of an event of default under a Loan, to be substituted for Owner under this Agreement and to continue to employ Manager in accordance with the terms of this Agreement. A Lender shall have the right to terminate this Agreement upon notice to Manager and Owner at any time after the occurrence and during the continuance of an event of default under a Loan.

11. Avoidance of UBTI . Notwithstanding any provision to the contrary, any provision of this Agreement or any action by Manager that might cause a direct or indirect beneficial owner in Owner to recognize “unrelated business taxable income” within the meaning of Internal Revenue Code (“Code”) Sections 511-514 (“UBTI”) as a result of its direct or indirect investment in Owner shall be (i) void and of no effect or (ii) reformed, as necessary, to avoid such potential recognition of UBTI. Manager shall use its best efforts not to cause UBTI to occur.

12. REIT Protection .

(a) While the Manager shall not be required independently to determine whether any transaction or arrangement would adversely affect the ability of any “Owner Affiliate” (as defined below) to qualify as a REIT or would result in the Owner holding any assets other than “real estate assets” as defined in Section 856(c)(5)(B) of the Code (“ Non-REIT Assets ”) or generating income which would not qualify under Section 856(c)(3) and 856(d) of the Code (“ Non-REIT Income ”) if such income were earned by any Owner Affiliate directly, if the Manager has actual knowledge, or is otherwise informed by any Owner Affiliate in the exercise of such Owner Affiliate’s reasonable judgment, that a transaction or arrangement could have an adverse effect on Owner Affiliate’s ability to qualify as a REIT or could result in the Owner holding Non-REIT Assets or generating Non-REIT Income, the Manager shall take such actions (or refrain from taking such actions) as are reasonably required to protect the Owner Affiliate’s REIT status or to avoid the Owner’s receipt of such Non-REIT Income and/or Non-REIT assets (as the case may be); provided, however, that the terms of this paragraph shall not limit any of the specific restrictions on the authority of the Manager set forth elsewhere in this Agreement.

(b) For purposes of this Section 12, “ Owner Affiliate ” shall mean, when used with reference to the Owner, (a) any Person (as defined below) that directly or indirectly through one or more intermediate controls or is controlled by or is under common control with the Owner, and (b) any Person which directly or indirectly is the beneficial owner of ten percent (10%) or more of any class of equity securities, partnership interests or other ownership interests in the Owner or of which the specified Person is directly or indirectly the owner of ten percent (10%) or more of any class of equity securities, partnership interests or other ownership interests. For the purposes of this definition, “control” means the power to direct the management and policies of such Person, directly or through one or more intermediaries, whether through the ownership of voting securities, by agreement or otherwise, and the term “controlled” has the meaning correlative to the foregoing. “Person” shall mean any corporation, trust, business trust, or association and the assigns thereof, where the context so requires.

13. General Provisions .

(a) Notice . All notices hereunder to Owner or Manager shall be sent by certified or registered mail, return receipt requested, or may be sent by Federal Express or other nationally recognized overnight courier which obtain signature upon delivery.


OWNER:	Presidential Realty Corporation
	9 E. 40 th Street, Suite 900
	New York, NY 10016
	Attn: Alex Ludwig

MANAGER:	Signature Community Management, LLC
	9 E. 40 th Street, 9 th Floor
	New York, NY 10016
	Attn: David H. McLain, Esq.

Notices shall be deemed served three (3) days after mailing, and in the case of overnight courier on the date actually delivered to the intended recipient, except for notice(s) which advise the other party of a change of address of the party sending such notice, which notice shall not be deemed served until actually received by the party to whom such notice is addressed or delivered if refused by such party.

(b) Limitation of Liability . Notwithstanding any provision contained herein to the contrary, the liability of the Owner arising under or in connection with this Agreement is strictly limited to and shall be enforceable only out of the Property and the income and rents therefrom and in no event shall any Owner have any personal liability hereunder.

(c) Severability . If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

(d) No Partnership . Owner shall not and by this Agreement does not in any way or for any purpose become a partner of Manager in the conduct of its business, or otherwise, or a joint venture of or a member of a joint enterprise with Manager or vice versa. It is agreed by the parties that either party may engage in any other business or investment, including the ownership or investment in real estate and the operation and management of property similar to the Project, and that the other party hereto shall have no rights in and to any such business or investment or the income or profit derived therefrom.

(e) Modifications . No change or modification of this Agreement shall be valid or binding upon the parties hereto, nor shall there by any waiver of any term or conditions in the future, unless such change or modification or waiver shall be in writing and signed by both parties.

(f) Binding Effect . Subject to the provisions hereof, this Agreement shall inure to the benefit of and be binding upon the parties hereto, their legal representatives, transferees, successors and assigns.

(g) Waiver of Liens . To the extent permitted by law, Manager, for itself and its agents and contractors, hereby waives all right to assert a lien against the Property under any mechanic’s lien law or similar law in the state in which the Property is located.

(h) Captions and Definitions . The captions to the paragraphs in this Agreement are included for convenience only and are not intended and shall not be deemed to modify or explain any of the terms of this Agreement.

(i) Counterparts . This Agreement may be executed in separate counterparts, each of which shall be an original of this Agreement and all of which, taken together, will constitute the entire Agreement between the parties hereto.

(j) Applicable Law . This Agreement is made under, and shall be construed and enforced in accordance with, the laws of the State of New York applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. Each party irrevocably and unconditionally agrees to (i) submit itself to the personal jurisdiction of the courts of New York County, New York and the United States federal courts and (ii) waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the United States District Court for the State of New York or the state courts of the State of New York sitting in New York County and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum.

(k) Assignment . Manager may not assign this Agreement or delegate any of its duties hereunder without the prior written consent of Owner in each instance, which consent Owner may withhold in its sole discretion. Owner may assign this Agreement to any purchaser of a Property (with respect to such Property) or any other person or entity without the consent of Manager.

(l) Attorneys’ Fees . If any party obtains a judgment against any other party by reason of breach of this Agreement, a reasonable attorneys’ fee as fixed by the court shall be included in such judgment.

(m) Confidentiality . Manager agrees, for itself and all persons retained or employed by Manager in performing its services hereunder, to hold in confidence and not to use or disclose to others any information relating to the Property which Owner designates as confidential or proprietary, except where Owner specifically authorizes Manager to disclose such information to others, or where such disclosure reasonably results from the performance of Manager’s duties or is required to be disclosed by law or pursuant to litigation.

(n) Special Provisions . This Agreement incorporates the special provisions, if any, set forth on Exhibit “F” hereto.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.

	OWNER:
	PRESIDENTIAL REALTY CORPORATION

	By:	/s/ Jeffery F. Joseph
		Name: Jeffery F. Joseph
		Title: President

	MANAGER:
	SIGNATURE COMMUNITY MANAGEMENT, LLC

	By:	/s/ David McLain
		Name: David McLain
		Title: CEO

EXHIBIT A

SPECIFIC MANAGEMENT GUIDELINES

1. The Manager shall walk the Property no less than once per week.

2. To the extent of received funds, a deposit shall be made to the bank no less than every other day (daily between the 1st and 5th).

3. Manager shall use its best efforts to cause the delinquencies at month end to be no more than a 1/2 percent of the monthly income.

4. To the extent permitted by law and the applicable lease, rent shall be late on the 2nd day of the month and a late fee should be assessed each day thereafter.

5. Notice to regain possession under applicable law shall be served no later than the tenth day of the month, or such later date as may be required by applicable law.

6. Regional Manager shall spot audit NSF'S, delinquents, applications and leases monthly.

7. Regional Manager and Manager shall report monthly (or more frequently if so required by this Agreement) on any potential liabilities, such as any health and safety issues, fair housing and environmental concerns.

8. Manager shall conduct semi-annual inspection of the Property.

9. All O&M plans shall be present at the Property and reviewed and implemented accordingly.

EXHIBIT B

LEASING GUIDELINES

1. Manager will undertake an active marketing campaign and will investigate all appropriate prospective tenants to maximize the occupancy of the Property.

2. All leasing shall be for such rental rates, and on such other terms and conditions, as established by Owner from time to time.

3. It is specifically understood and agreed by Manager that this Agreement does not apply to, encompass or relate to a sale of all or any part of the Property, and that Manager shall be entitled to no fee or commission with respect to any such sale.

EXHIBIT C

FORM LEASE

TO BE AGREED BY THE PARTIES AFTER THE DATE HEREOF

EXHIBIT D

REPORTING REQUIREMENTS

Manager shall submit the following reports to Owner in accordance with the schedule outlined below. All reports shall be submitted via data base upload:

By the 7 th Day of the Month

A copy of the computer Data Base from the system of Property Management Records and (closed for the previous month) GL/AP Records.

By the 10th Day of the Month

A copy of the computer Data Base from the system of Property Management Records and (closed for the previous month) GL/AP Records.

By the 10th Day of the Month

Balance Sheet

Cash Journal

A/P Check Register

Year-to-Date General Ledger

Budget Comparison Report

Delinquency Aging Report

Rent Roll

Statement Reconciliation Report & Bank Statements

Narrative Report on Management and Leasing, including an analysis of the variances presented on the Budget Variance Report and the Periodic Inspection Checklist

10.

Capital Projects Report #1 and Capital Projects Report #2 (in form approved by Owner)

11.

Twelve month trailing operating statement

By the end of each Calendar Quarter

Quarterly Budget Variance Report

Quarterly Reforecast Net Cash Flow Summary

Annually

IRS Form 1099 Filings

EXHIBIT E

VENDOR INSURANCE REQUIREMENTS

TO BE AGREED BY THE PARTIES AFTER THE DATE HEREOF

EXHIBIT F

SPECIAL PROVISIONS

Manager shall have the right to hire third party commissioned based brokers to lease space and charge back the cost of these people to the property.

Exhibit 10.3

ASSET MANAGEMENT AGREEMENT

This Asset Management Agreement (“Agreement”) dated as of November 8, 2011 (the “ Effective Date ”) by and between Signature Community Investment Group, LLC or any affiliate thereof (collectively, “ Asset Manager ”), and Presidential Realty Corporation (“ Owner ”).

B A C K G R O U N D :

WHEREAS, Owner, directly or through its subsidiaries, is the owner and/or asset manager of various properties as more fully described on Schedule A attached hereto (the “ Properties ”);

WHEREAS, Asset Manager is in the business of handling all aspects of the day-to-day management of commercial properties in markets throughout the United States including, but not limited to, the following areas: leasing, construction, acquisitions, dispositions, financing, accounting, tenant relations, real estate taxes, work order management, expense management, rental rate maximization, processing timely tenant turnovers, and energy management (“ Signature Asset Management Business ”); and

WHEREAS, Owner desires to engage Asset Manager, and Asset Manager desires to be engaged by Owner to manage Owner’s Properties in accordance with the Signature Asset Management Business.

IN CONSIDERATION of the Background and the mutual agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:

1. Engagement of Asset Manager . Subject to the terms and conditions of this Agreement, the Owner hereby engages Asset Manager, to manage Owner’s Properties consistent with the Signature Asset Management Business and provide such services of the Signature Asset Management Business as Owner shall request from time to time (the “ Asset Management Services ”).

2. Principal Duties . During the term (as hereafter defined) of this Agreement, Asset Manager shall use its best efforts to manage the Properties in accordance with the Signature Asset Management Business and perform the Asset Management Services as directed by Owner. Without limiting the foregoing, Asset Manager’s duties include the following:

Leasing:

(i)

Oversee property management and company’s leasing progress

(ii)

Train personnel on proper leasing techniques

Marketing & Advertising:

(i)

Create and place all print ads, internet ads and property website

(ii)

Develop property brochure

(iii)

Develop property flyers

(iv)

Develop property promotional materials

Financing:

(i)

Negotiate with current lender and/or new financing sources

Construction:

(i)

Establish scope of job

(ii)

Bid out project

(iii)

Review bids

(iv)

Award work

(v)

Monitor work completion

Dispositions:

(i)

Analyze asking price for property

(ii)

Select broker

(iii)

Work with broker on the marketing plans

(iv)

Evaluate any offers received

(v)

Negotiate offers and agreements of sale

(vi)

Work with title company on affecting the closing

Commercial lease negotiations:

(i)

Evaluate market and determine asking rent

(ii)

Select broker

(iii)

Work with broker on the marketing plans

(iv)

Evaluate any offers received

(v)

Negotiate the offers and lease document

(vi)

Assist tenant with any required permits and approvals.

(vii)

Coordinate any required construction

Accounting:

(i)

Review monthly operating statements for inaccuracies, trends, issues, and opportunities

(ii)

Review statements prepared for lenders and Owner

Tax Returns:

(i)

Review tax returns

(ii)

Consider ways to minimize tax obligations

Cash flow management:

(i)

Work with property management firms to make sure they have ample cash to operate property. Specifically, monitor cash balances, forecast future cash balances and requirements.

Budgeting:

(i)

Supervise property management firms in developing annual operating and capital budgets and underlying assumptions.

Strategic Plan:

(i)

Develop long term strategic plan for each building and market

Real Estate Taxes:

(i)

Manage outside consultant to review and appeal where necessary the tax assessments

Expense Management:

(i)

Compare all expenses to established industry benchmarks

(ii)

Look for opportunities to reduce costs through scope refinement, bidding contracts, outsourcing or doing work in-house

(iii)

Implement both water and energy saving initiatives

(iv)

Obtain volume pricing with utility companies and track usage for potential misbillings

(v)

Handle insurance for every location and ensure proper coverage and lowest possible premiums.

Rental rate maximization:

(i)

Perform regular market rent analysis

(ii)

Compare the result to Property’s rental rates and determine if adjustments are required

Tenant turnovers: Supervise property management firms in completing timely tenant turnovers

Delinquencies: Supervise property management firms in ensuring timely collection of all tenant amounts due

Community relations: maintain relations with local officials and handle any major issues or concerns

Quality Assurance: Maintain the quality of the location through the following:

(i)

Review quality of leasing personnel

(ii)

Safety audits of each building

3. Compensation . In exchange for all of the Asset Management Services to be performed by Asset Manager hereunder, Asset Manager shall be paid the consideration set forth and described on Schedule B attached hereto.

4. Term and Termination . The employment of Asset Manager under this Agreement shall commence on the date hereof and shall expire one (1) year from the date hereof (the “Initial Expiration Date”). If neither Owner nor Asset Manager has given to the other party, at least thirty (30) days prior to the Initial Expiration Date, written notice that such party does not wish this Agreement to renew, then the term of this Agreement shall be deemed automatically renewed for an additional period of one (1) year, and so on for further renewal periods of one (1) year unless either party has given to the other written notice of non-renewal at least thirty (30) days prior to the expiration of such extended period.

(a) This Agreement and Asset Manager’s term of employment under this Agreement may be terminated by Owner immediately upon the occurrence of any of the following events:

(i) the fraud, gross negligence or malfeasance on the part of Asset Manager under this Agreement;

(ii) the sale of all, or substantially all, of the Properties (or of all of the direct or indirect ownership interests therein);

(iii) default by Asset Manager in the performance of a particular obligation under this Agreement (A) which can be reasonably cured in thirty (30) days and which is not cured within thirty (30) days after written notice thereof or (B) on three (3) occasions during any twelve (12) month period; or

5. as required by a lender. Supersedes Other Agreements . This Agreement supersedes all prior agreements and understandings between Asset Manager and the Owner regarding the subject matter hereof.

6. Indemnification . (a) Owner hereby agrees to indemnify and hold Asset Manager, its agents and employees harmless from and against any and all liabilities, claims, suits, fines, penalties, damages, judgments, losses, fees, costs and expenses (including attorneys’ fees and court costs) incurred when Asset Manager is acting in accordance with the terms and provisions of this Agreement and within the scope of authority conferred upon Asset Manager hereunder, or when Asset Manager is acting under the express direction of Owner, except for matters for which Asset Manager indemnifies Owner under subclause (b) below.

(b) Asset Manager hereby agrees to indemnify and hold Owner and its employees, harmless from and against any and all liabilities, claims, suits, fines, liabilities, damages, judgments, losses, fees, costs and expenses (including attorneys’ fees and court costs) which arise due to Asset Manager’s actions taken outside the scope of this Agreement, Asset Manager’s failure to comply with the material terms, obligations, covenants and requirements of this Agreement or Asset Manager’s gross negligence.

7. Relationship . Asset Manager shall perform its duties hereunder as an independent contractor to Owner and nothing herein shall constitute the Asset Manager or any of its employees or agents as an employee or agent of Owner. Asset Manager shall not be deemed to have been granted any right or authority to assume or create any obligation or responsibility on behalf of or in the name of Owner. Nothing in this Agreement is intended nor shall it be deemed to create a joint venture, partnership, tenancy in common or joint tenancy relationship between Asset Manager and Owner nor to grant Asset Manager any interest in the Properties.

8. No Waivers . No waiver with respect to this Agreement shall be enforceable unless in writing and signed by the party against whom enforcement is sought. Except as otherwise expressly provided herein, no failure to exercise, delay in exercising, or single or partial exercise of any right, power or remedy by any party, and no course of dealing between or among any of the parties, shall constitute a waiver of, or shall preclude any other or further exercise of the same or any other right, power or remedy.

9. Governing Law . This Agreement and any claims arising out of this Agreement (or any other claims arising out of the relationship between the parties) shall be governed by and construed in accordance with the laws of the State of New York and shall in all respects be interpreted, enforced and governed under the internal and domestic laws of such state, without giving effect to the principles of conflicts of laws of such state; provided, however, that to the extent required the laws of Puerto Rico, the laws of Puerto Rico shall apply.

10. Headings . The headings of the Sections of this Agreement have been inserted for convenience of reference only and do not constitute a part of this Agreement.

11. Counterparts . This Agreement may be executed in two or more counterparts and each of such counterparts, for all purposes, shall be deemed to be an original but all of such counterparts together shall constitute but one and the same instrument, binding upon all parties hereto, notwithstanding that all of such parties may not have executed the same counterpart.

12. Severability . If any provision of this Agreement s determined by a court of competent jurisdiction to be invalid or unenforceable, such determination will not effect the remaining provisions of this Agreement, all of which will remain in full force and effect.

13. Attorneys’ Fees . If either party institutes a legal proceeding against the other party in connection with this Agreement, the losing party in such proceeding shall reimburse the prevailing party all reasonable attorneys’ fees paid by the prevailing party in connection with such proceeding.

14. Notices . All notices hereunder shall be sent by certified or registered mail, return receipt requested, or may be sent by Federal Express or other overnight courier which obtains a signature upon delivery to such party at the address of such party set forth below or at such other address as such party shall designate from time to time by notice:

Asset Manager:

Signature Community Investment Group, LLC

9 E. 40 th Street, Suite 900

New York, NY 10016

Attention: David H. McLain, Esq.

Owner :

Presidential Realty Corporation

Notices shall be deemed served three (3) days after mailing, and in the case of overnight courier on the date actually delivered to or rejected by the intended recipient, except for notice(s) which advise the other party of a change of address of the party sending such notice or of such party's attorney, which notice shall not be deemed served until actually received by the party to whom such notice is addressed or delivery is refused by such party. Notices on behalf of the respective parties may be given by their attorneys and such notices shall have the same effect as if in fact subscribed by the party on whose behalf it is given.

15. Further Assurances . The parties each agree to do such other and further acts and things, and to execute and deliver such instruments and documents (not creating any obligations additional to those otherwise imposed by this Agreement), as either may reasonably request from time to time,, in furtherance of the purposes of this Agreement.

16. Assignment . This Agreement shall not be assigned by any party hereto, whether by operation of law or otherwise without the consent of the other party, and any such assignment without the other party’s consent shall be null and void.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

	PRESIDENTIAL REALTY CORPORATION

	By:	/s/ Jeffery F. Joseph
		Name: Jeffery F. Joseph
		Title: President


	SIGNATURE COMMUNITY INVESTMENT GROUP, LLC

	By:	/s/ Nickolas W. Jekogian, III
		Name: Nickolas W. Jekogian, III
		Title: President

SCHEDULE A

Properties

1.	Maple Tree Industrial Center: 400,000 SF industrial park commonly known as Maple Tree Industrial Center located at 21 Wilbraham Street, Palmer, MA 01069

2.	Hato Rey Office Building: 100,000 SF class A- office space in central business district located at Home Mortgage Plaza, 268 Ponce de Leon Ave., Hato Rey, Puerto Rico 00918

SCHEDULE B

Asset Management Fees

Asset Management Fee:

Owner shall pay Asset Manager an asset management fees (the “ Asset Management Fee ”) equal to one and one-half percent (1.5%) of the Properties’ monthly gross rental revenues collected for the Properties (to be paid monthly). Asset Manager shall bill and be paid on a case by case basis for all out of pocket expenses incurred in rendering the Asset Management Services and additional charges as shall be agreed between Owner and Asset Manager when such services are requested by Owner. Notwithstanding the foregoing, the monthly fee will be accrued and not paid until the receipt of mortgage proceeds on the Maple Tree Industrial Center.

Without limiting the foregoing, additional fees shall be charged for the following services:

Finance Fee – 1% fee on any debt placement

Construction Fee: for any major renovations or capital projects, fee subject to Board approval

Disposition Fee – 1% on sale of any assets

Exhibit 10.4

EXECUTIVE EMPLOYMENT AGREEMENT

AGREEMENT made as of November 8, 2011, by and between PRESIDENTIAL REALTY CORPORATION, a Delaware corporation (the "Corporation"), and NICKOLAS W. JEKOGIAN, III ("Executive").

WITNESSETH :

WHEREAS, the Corporation desires to employ Executive and Executive is willing to undertake such employment on the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE , in consideration of the premises and mutual covenants hereinafter contained, the parties hereto agree as follows:

1. Employment; Duties . The Corporation hereby employs Executive as an executive of the Corporation to perform duties as a Director, Chairman of the Board of Directors and Chief Executive Officer of the Corporation and such other duties on behalf of the Corporation and its affiliates, commensurate with his office, as the Board of Directors of the Corporation may from time to time determine.

2. Acceptance and Loyalty . Executive hereby accepts such employment and agrees that throughout the period of his employment hereunder he will devote his knowledge and skills, faithfully, diligently and to the best of his ability, in furtherance of the business of the Corporation and will perform the duties assigned to him pursuant to Section 1 hereof. Executive will not be exclusive to the Corporation but he will devote such amount of time and attention as is necessary to the performance of the duties assigned to him pursuant to Section 1 hereof. Executive shall perform all duties and responsibilities in a professional manner consistent with the skill, competence and efficiency expected of an executive employee performing the duties assigned to Executive, subject to the direction and control of the Board of Directors of the Corporation. Executive will do such traveling as may be reasonably required of him in the performance of his obligations hereunder. Executive shall at all times be subject to, observe and carry out such rules, regulations, policies, directions and restrictions as the Corporation shall from time to time establish; provided, however, that nothing contained herein or in any of the Corporation’s rules, regulations, policies, directions and restrictions shall be deemed to prohibit or restrict Executive from directly or indirectly, continuing to own, operate, manage and control Signature Community Group, LLC and its affiliates. During Executive's employment hereunder, Executive shall not be entitled to additional compensation for serving in any office, including as a director, of the Corporation or any of its subsidiaries or affiliates to which he may be elected.

3. Term . The term of Executive's employment hereunder shall commence on the date hereof and terminate on the eighteen (18) month anniversary thereof (the "Term").

4. Compensation and Benefits .

4.1 Base Salary . Subject to Section 4.4, the Corporation shall pay to Executive as compensation for his services and agreements hereunder an initial base salary at the rate of $ 200,000 per annum, for the first twelve (12) months of the Term and at the rate of $225,000 per annum for the last six (6) months of the Term, or such greater amount as the Board of Directors of the Corporation shall from time to time determine. Base salary shall be payable in equal installments in accordance with the Corporation's normal payroll policy, subject to payroll taxes and withholding requirements.

4.2 Stock Options . The Corporation shall grant to Executive an option (the “Option”) to purchase 370,000 shares of Class B Common Stock, par value $0.10 per share, of the Corporation as further described in the Stock Option Agreement in the form of Exhibit A annexed hereto. The grant of the Option is pursuant to the approval of the Corporation’s Compensation Committee.

4.3 Annual Bonus . Commencing with the fiscal year of the Corporation beginning January 1, 2012, and for each fiscal year thereafter during the Term, Executive shall have the opportunity to earn a bonus ("Annual Bonus") in such amount as the Corporation’s Compensation Committee shall determine in its absolute discretion, such bonus not to exceed $200,000.

4.4 Payment of Bonus and Base Salary to be Deferred . Notwithstanding the foregoing, Executive hereby agrees to defer receipt of the payment of base salary and any Annual Bonus, and the Corporation shall have no obligation to pay Executive his base salary and Annual Bonus unless and until a Capital Event shall have occurred. Any deferred base salary and Annual Bonus shall be paid concurrently with or within three business days following a Capital Event. For purposes of this Agreement and the Option, “Capital Event” means the receipt by the Corporation of at least $20,000,000 in cash or property from a capital raising activity including the following: (a) the sale for cash of shares of the Corporation’s Class A or Class B Common Stock or securities convertible into shares of the Corporation’s Class A or Class B Common Stock; (b) the exchange of shares of Class A or Class B Common Stock for real estate assets consistent with the Corporation’s status as a REIT; (c) the sale of unsecured subordinated debt instruments of the Corporation, the proceeds of which may be used to acquire real estate assets which are consistent with the Corporation’s status as a REIT. For the avoidance of doubt, the proceeds of any refinancing of any of the Corporation’s properties or any working capital line of credit shall not be included in a Capital Event. The valuation of any property shall be supported by independent appraisals of such property.

4.5 Long Term Incentive Program . Commencing with the fiscal year of the Corporation beginning January 1, 2013, and for each fiscal year thereafter during the Term, Executive shall have the opportunity to participate in a long-term performance based incentive program that may be established by the Compensation Committee. The determination as to the amounts of long-term incentive compensation available to Executive under this program and the performance criteria shall be reviewed periodically by the Compensation Committee with a view to adjusting the amounts and criteria in accordance with such factors as the Compensation Committee may deem appropriate, including the competitive marketplace for comparable executives.

4.6 Other Benefits . Executive shall be entitled to participate, to the extent he is eligible under the terms and conditions thereof, in any bonus, pension, retirement, disability, hospitalization, insurance, medical service, or other employee benefit plan which is generally available to executive employees of the Corporation and which may be in effect from time to time during the period of his employment hereunder. The Corporation shall be under no obligation to institute or continue the existence of any such employee benefit plan.

5. Business Expenses . The Corporation shall reimburse Executive for all authorized expenses reasonably incurred by him in accordance with the Corporation's "Travel and Entertainment Policy and Procedure," and any amendments thereof and any other business expenses reasonably incurred by Executive in his service to the Corporation in accordance with policies that the Corporation may adopt during the Term hereof.

6. Vacation . Executive shall be entitled to four weeks paid vacation during the first twelve (12) months of the Term and two (2) weeks paid vacation during the last six (6) months of the Term. Any such vacations are to be taken at times mutually agreeable to Executive and the Board of the Corporation.

7. Key-Man Life Insurance . The Corporation may purchase and maintain life insurance covering the life of Executive ("Key-man Insurance") in an amount determined by the Corporation. The Corporation shall be the sole owner and beneficiary of the Key-man Insurance and may apply to the payment of premiums thereunder any dividends declared and paid thereon. Executive shall submit himself to such physical examinations as the Corporation may deem necessary or desirable in connection with the purchase and maintenance of the Key-man Insurance.

8. Indemnification . Concurrently herewith, Executive and the Corporation are entering into an indemnification agreement in the form of Exhibit B annexed hereto.

9. Confidentiality Agreement .

9.1 As used herein, the term "Confidential Information" shall mean any and all information of the Corporation and of its affiliates (for purposes of this paragraph, the Corporation's affiliates shall be deemed included within the meaning of "Corporation"), including, but not limited to, all data, compilations, programs, devices, strategies, or methods concerning or related to (i) the Corporation's finances, financial condition, results of operations, employee relations, amounts of compensation paid to officers and employees and any other data or information relating to the internal affairs of the Corporation and its operations; (ii) the terms and conditions (including prices) of sales and offers of sales of the Corporation's assets; (iii) the terms, conditions and current status of the Corporation's agreements and relationship with any customer or supplier or lender or tenant; (iv) the customer and supplier lists and the identities and business preferences of the Corporation's actual and prospective customers and suppliers or any employee or agent thereof with whom the Corporation communicates; (v) the trade secrets, and operating techniques, price data, costs, methods, systems, plans, procedures, hardware, software, machines, inventions, designs, drawings, artwork, blueprints, specifications, tools, skills, ideas, and strategic plans possessed, developed, accumulated or acquired by the Corporation; (vi) any communications between the Corporation, its officers, directors, stockholders, or employees, and any attorney retained by the Corporation for any purpose, or any person retained or employed by such attorney for the purpose of assisting such attorney in his or his representation of the Corporation; (vii) any other information and knowledge with respect to all products developed or in any stage of development by the Corporation; (viii) the abilities and specialized training or experience of others who as employees or consultants of the Corporation during the Term hereof have engaged in the design or development of any such products; and (ix) any other matter or thing, whether or not recorded on any medium, (a) by which the Corporation derives actual or potential economic value from such matter or thing being not generally known to other persons or entities who might obtain economic value from its disclosure or use, or (b) which gives the Corporation an opportunity to obtain an advantage over its competitors who do not know or use the same.

9.2 Executive acknowledges and agrees that the Corporation is engaged in highly competitive businesses and has expended, or will expend, significant sums of money and has invested, or will invest, a substantial amount of time to develop and maintain the secrecy of the Confidential Information. The Corporation has thus obtained, or will obtain, a valuable economic asset which has enabled, or will enable, it to develop an extensive reputation and to establish long-term business relationships with its suppliers and customers. If such Confidential Information were disclosed to another person or entity or used for the benefit of anyone other than the Corporation, the Corporation would suffer irreparable harm, loss and damage. Accordingly, Executive acknowledges and agrees that, unless the Confidential Information becomes publicly known through legitimate origins not involving an act or omission by Executive:

(i)

the Confidential Information is, and at all times hereafter shall remain, the sole property of the Corporation;

(ii)

Executive shall use his reasonable best efforts and diligence to guard and protect the Confidential Information from disclosure to any competitor, customer or supplier of the Corporation or any other person, firm, corporation or other entity;

(iii)

unless the Corporation gives Executive prior express written permission, during his employment and thereafter, Executive shall not use for his own benefit, or divulge to any competitor or customer or any other person, firm, corporation, or other entity, any of the Confidential Information which Executive may obtain, learn about, develop or be entrusted with as a result of Executive's employment by the Corporation; and

(iv)

except in the ordinary course of the Corporation's business, Executive shall not seek or accept any Confidential Information from any former, present or future employee of the Corporation.

9.3 Executive also acknowledges and agrees that all documentary and tangible Confidential Information including, without limitation, such Confidential Information as Executive has committed to memory, is supplied or made available by the Corporation to Executive solely to assist his in performing his services under this Agreement. Executive further agrees that after his employment with the Corporation is terminated for any reason:

(i)

Executive shall not remove from the property of the Corporation and shall immediately return to the Corporation, all documentary or tangible Confidential Information in his possession, custody, or control and not make or keep any copies, notes, abstracts, summaries, tapes or other record of any type of Confidential Information; and

(ii)

Executive shall immediately return to the Corporation any and all other property of the Corporation in his possession, custody or control, including, without limitation, any and all keys, security cards, passes, credit cards and marketing literature.

10. Remedies . Executive acknowledges and agrees that the business of the Corporation is highly competitive and that violation of any of the covenants provided for in Section 9 of this Agreement would cause immediate, immeasurable and irreparable harm, loss and damage to the Corporation not adequately compensable by a monetary award. Accordingly, Executive agrees, without limiting any of the other remedies available to the Corporation, that any violation of said covenants, or any one of them, may be enjoined or restrained by any court of competent jurisdiction, and that any temporary restraining order or emergency, preliminary or final injunctions may be issued by any court of competent jurisdiction, without notice and without bond.

11. Change of Control .

11.1 If at any time during the Term, (a) individuals who presently constitute the Board of Directors of the Corporation, or who have been recommended for election to the Board by a majority of the Board consisting of individuals who are either presently on the Board or such recommended successors cease for any reason to constitute at least a majority of such Board or (b) a sale of all or substantially all of the Corporation’s assets (such events in clauses (a) and (b) being hereafter referred to as a "Change of Control") and Executive gives written notice to the Corporation within 30 days after such Change of Control of his election to terminate his employment hereunder, the Corporation shall pay to Executive within 15 days after Executive's delivery of such notice, as severance pay and liquidated damages, in lieu of any other rights or remedies which might otherwise be available to him under this Agreement, and without mitigation of any kind or amount, whether or not Executive shall seek or accept other employment, a lump sum payment equal in amount to three (3) months base salary.

11.2 If it shall be determined that any amount payable under Section 11.1 by the Corporation to or for the benefit of Executive (a "Base Payment") would be subject to the excise tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), then Executive shall only be entitled to receive such amounts that would not be subject to the Excise Tax.

12. Termination for Cause and for Good Reason .

12.1 Executive’s employment and the Term may be terminated at any time by the Board for “cause” as defined below. If Executive’s employment is terminated by the Board for “cause”, as defined below, he shall only be entitled to payment of his base salary and fringe benefits through the date of termination. For purposes of this Agreement, “cause” means (a) the conviction of Executive of any crime constituting a felony or any other crime involving moral turpitude, (b) Executive’s repeated refusal to follow a reasonable directions of the Board of Directors of the Corporation after written notice that such continued refusal shall result in termination of his employment for cause and Executive is given an opportunity to defend his refusal to the Board; or (c) Executive’s failure to fulfill his employment duties hereunder after written notice that such continued failure shall result in termination of his employment for cause and Executive is given an opportunity to defend his actions to the Board.

12.2 Executive’s employment and the Term may be terminated at any time by Executive for “good reason” as defined below upon at least thirty (30) days prior written notice given by Executive to the Corporation. If Executive’s employment is terminated by Executive for “good reason”, as defined below, he shall be entitled to payment of his base salary and fringe benefits through the end of the Term. For purposes of this Agreement, “good reason” means (i) the assignment to Executive by the Corporation of any duties inconsistent in any material respect with his position (including offices, titles and reporting requirement), authority, duties or responsibilities or any other action which results in a significant and material diminution in such position, authority, duties or responsibilities (ii) any failure by the Corporation to pay Executive the compensation set forth in this Agreement; (iii) a reduction in Executive's base salary as in effect immediately prior to such reduction or any material reduction in any other material benefit provided Executive hereunder; (iv) requiring Executive to relocate outside the New York metropolitan area; or (v) failure by the Corporation to maintain directors and officers liability insurance providing for coverage of equal to or greater coverage than provided as of the date hereof.

13. Entire Agreement . This Agreement constitutes the entire agreement of the parties hereto with respect to Executive's employment with the Corporation and no amendment or modification hereof shall be valid or binding unless made in writing and signed by the party against whom enforcement thereof is sought.

14. Notices . Any notice required, permitted or desired to be given pursuant to any of the provisions of this Agreement shall be deemed to have been sufficiently given or served for all purposes if delivered in person or sent by telephone facsimile or sent by certified mail, return receipt requested, or sent by responsible overnight delivery service, postage and fees prepaid, to the parties hereto at their respective addresses set forth below. Either of the parties hereto may at any time and from time to time change the address to which notice shall be sent hereunder by notice to the other party given under this Section 14. The date of the giving of any notice sent by mail shall be three business days following the date of the posting of the mail, if delivered in person, the date delivered in person, if sent by overnight delivery service, the next business day following delivery to an overnight delivery service or if sent by telephone facsimile, the date sent by telephone facsimile.

If to Corporation:	180 South Broadway White Plains, New York 10605 Email: jjoseph@presrealty.com Fax: 914-948-1327

If to Executive::	c/o Signature Community Investment Group LLC 9 West 40 th Street New York, New York 10016 Email: njekogian@scig.co

With a copy to Pamela E. Flaherty	Blank Rome LLP 405 Lexington Avenue New York, New York 10174
	Email: pflaherty@blankrome.com
	Fax: 917-332-3733

15. No Assignment . Neither this Agreement nor the right to receive any payments hereunder may be assigned by Executive. This Agreement shall be binding upon Executive, his heirs, executors and administrators and upon the Corporation, its successors and assigns.

16. No Waiver . No course of dealing or any delay on the part of the Corporation in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach of this Agreement shall be deemed a continuing waiver or a waiver of any other breach or default.

17. Governing Law . This Agreement shall be governed, interpreted and construed in accordance with the substantive laws of the State of New York applicable to agreements entered into and to be performed entirely therein.

18. Severability . If any clause, paragraph, section or part of this Agreement shall be held or declared to be void, invalid or illegal, for any reason, by any arbitrator or court of competent jurisdiction, such provision shall be ineffective but shall not in any way invalidate or affect any other clause, paragraph, section or part of this Agreement. The parties intend that all clauses, paragraphs, sections or parts of this Agreement shall be enforceable to the fullest extent permitted by law.

19. Affiliate . As used in this Agreement, "affiliate" means any person or entity controlled by or under common control with the Corporation.

20. Counterparts . This Agreement may be executed in one or more counterparts, each of which counterparts, when taken together, shall constitute but one and the same agreement.

21. Attorney’s Fees . The Corporation will reimburse Executive for Executive’s actual documented out-of-pocket expenses reasonably incurred in connection with the drafting, negotiation and execution of this Agreement, including the fees of Executive’s attorney; provided, however, that the Corporation will not be required to pay more than $2,500 pursuant to this Section.

[Signature Page Follows]

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed on the day and year first above written.

	PRESIDENTIAL REALTY CORPORATION

	By:	/s/ Jeffery F. Joseph
		Name: Jeffery F. Joseph
		Title: President


		/s/ Nickolas W. Jekogian, III
		Nickolas W. Jekogian, III

Exhibit 10.5

STOCK OPTION AGREEMENT

AGREEMENT made as of November 8, 2011 (the “Grant Date”), between Presidential Realty Corporation, a Delaware corporation (the “Corporation”), and Nickolas W. Jekogian, III (the “Grantee”).

WHEREAS , the Corporation has entered into an Employment Agreement (the “Employment Agreement”) of even date herewith with the Grantee; and

WHEREAS , pursuant to the terms of the Employment Agreement, the Corporation has undertaken to grant to the Grantee the option granted hereunder and the Grantee has agreed to accept such grant.

NOW, THEREFORE , in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows:

1. Grant of Option . The Corporation hereby grants to the Grantee the right and option (the “Option”) to purchase 370,000 shares of the Corporation’s Class B Common Stock, par value $.10 per share (the “Class B Shares”), on the terms and conditions and subject to all the limitations set forth herein. The Option is intended to qualify as a non-qualified stock option and not as an Incentive Stock Option as defined in Section 422 of the Internal Revenue Code. Notwithstanding any other provision of this Agreement, the Corporation shall make or provide for such adjustments to the number and class of shares issuable hereunder as shall be appropriate to prevent dilution or enlargement of rights, including adjustments in the event of changes in the outstanding capital stock of the Corporation by reason of stock dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, liquidations and the like. In the event of any offer to holders of the capital stock of the Corporation generally relating to the acquisition of their shares, the Corporation shall make such adjustment as shall be equitable in respect of the outstanding Option and rights hereunder, including revision of the outstanding Option and rights so that the holder of the Option may exercise the Option and participate in the acquisition transaction on the same terms as other stockholders.

2. Purchase Price . The purchase price of the Shares covered by the Option shall be $1.25 per Class B Share (the “Purchase Price”), which exceeds the closing price of a Class B Share on the date hereof.

3. Exercise of Option . The Option granted hereby shall vest and become immediately exercisable based on the following vesting schedule:

(a) 74,000 of the Class B Shares covered by the Option may be purchased at any time after the expiration of six months from the Grant Date;

(b) 148,000 of the Class B Shares covered by the Option may be purchased from and after the occurrence of a Capital Event. For purposes of this Agreement, a Capital Event means the receipt by the Corporation of at least $20,000,000 in cash or property from a capital raising activity including the following: (a) the sale for cash of shares of the Corporation’s Class A or Class B Common Stock or securities convertible into shares of the Corporation’s Class A or Class B Common Stock; (b) the exchange of shares of Class A or Class B Common Stock for real estate assets consistent with the Corporation’s status as a REIT; (c) the sale of unsecured subordinated debt instruments of the Corporation, the proceeds of which may be used to acquire real estate assets which are consistent with the Corporation’s status as a REIT. For the avoidance of doubt, the proceeds of any refinancing of any of the Corporation’s properties or any working capital line of credit shall not be included in a Capital Event. The valuation of any property shall be supported by independent appraisals of such property.

(c) 148,000 of the Class B Shares covered by the Option may be purchased from and after the consummation of an underwritten registered public offering of equity securities of the Corporation with gross proceeds of not less than $40,000,000.

(d) Notwithstanding the foregoing the Option shall automatically become fully vested and exercisable upon a Change of Control (as such term is defined in the Employment Agreement).

The date on which any of the events set forth in sub clauses (a), (b), (c) or (d) above occurs is hereinafter referred to as a “Vesting Date”.

4. Term of Option . The Option shall terminate at 11:59 P.M. on the day before the tenth anniversary of the Grant Date.

5. Transferability . Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Option or of any rights granted hereunder contrary to the provisions of this Section 5, or the levy of any attachment or similar process upon the Option or any such right, shall be null and void. The Grantee shall comply with any policies adopted by the Corporation’s Board of Directors with respect to timing of sales of its capital stock.

6. Exercise of Option and Issuance of Shares . The Option may be exercised in whole or in part (to the extent that it is exercisable in accordance with its terms) by giving written Notice of Exercise (in the form of Exhibit A annexed hereto) to the Corporation, together with the tender of the purchase price of the Class B Shares with respect to which the Option is being exercised, payable by certified or bank check. Such written notice shall be signed by the Grantee, shall state the number of Class B Shares with respect to which the Option is being exercised, shall contain any warranty required by Section 8 below and shall otherwise comply with the terms and conditions of this Agreement. The Grantee shall pay all original issue taxes, if any, with respect to the issue of the Shares purchased pursuant hereto and the Corporation shall pay all other fees and expenses necessarily incurred by the Corporation in connection herewith. The issuance of the Class B Shares is conditional upon the submission by the Grantee to the Board of Directors of the Corporation a duly executed and acknowledged counterpart of this Agreement, together with such other instrument or instruments reasonably requested by the Corporation.

7. Representations and Warranties of the Corporation . The Corporation represents, warrants and agrees as follows:

(a) The Corporation has the authority to enter into this Agreement. All action on the part of the Corporation necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of the Corporation hereunder and thereunder has been taken on or prior to the date hereof. This Agreement has been duly executed and delivered by the Corporation and constitutes the valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with their terms, except that (i) such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

(b) The Class B Shares, when issued upon exercise of the Option and payment of the Purchase Price will be duly authorized and validly issued, fully paid and nonassessable and, subject to the representations and warranties of the Grantee in Section 8 herein being true and correct, will have been issued in compliance with federal and state securities Laws.

8. Representations and Warranties of the Grantee . The Grantee represents, warrants and agrees as follows:

(a) The Grantee (i) has such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of the investment in the Class B Shares; (ii) is capable of bearing the economic risks associated with the investment in the Class B Shares; (ii) has been provided the opportunity to ask questions and receive answers concerning the Corporation and to obtain any additional information which the Corporation possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished to it; and (iv) will acquire the Class B Stock for its own account and not with a view toward, or for resale in connection with, the sale or distribution thereof.

(b) The Grantee understands that the Option and the Class B Shares issuable upon exercise thereof are being offered and sold to it in reliance on specific exemptions from the registration requirements of the U.S. federal and state securities laws and that the Corporation is relying in part upon the truth and accuracy of, and the Grantee’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Grantee set forth herein in order to determine the availability of such exemptions and the eligibility of the Grantee to be granted the Options and acquire the Class B Shares.

(c) The Grantee understands that neither the Option nor the Class B Shares have been or are being registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or sold, assigned or transferred pursuant to an exemption from registration under the Securities Act. Except as provided in Section 13 herein, the Corporation is under no obligation to register the Shares or to comply with any exemption available for sale of the Shares without registration.

(d) The certificate or certificates representing the Class B Shares to be acquired upon exercise of the Option shall contain the following legend in addition to any other legends required by the Corporation’s Certificate of Incorporation:

“THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933 IS IN EFFECT OR (II) THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

(e) The Grantee has reviewed with his own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement and is relying solely on such advisors and not on any statements or representations of the Corporation or any of its employees or agents.

(f) The Grantee understands that the Grantee (and not the Corporation) shall be responsible for his own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

9. Liquidation; Change in Control . In the event of a liquidation or proposed liquidation of the Corporation, including (but not limited to) a transfer of assets followed by a liquidation of the Corporation, or in the event of a Change in Control or proposed Change in Control, the Corporation shall have the right to require the Grantee to exercise the Option upon 30 days prior written notice to the Grantee to the extent it is then exercisable. In the event the Option is not exercised by the Grantee within the 30-day period set forth in such written notice, the Option shall terminate on the last day of such 30-day period, notwithstanding anything to the contrary contained in the Option.

10. Notices . Any notices required or permitted by the terms of this Agreement shall be given by personal delivery, registered or certified mail, postage prepaid, return receipt requested, overnight courier of national reputation, facsimile or other electronic means as follows:

To the Corporation:		180 South Broadway
		White Plains, New York 10605
		Facsimile No.: 914-948-1327


To the Grantee:		Nickolas W. Jekogian, III
		c/o Signature Community Investment Group
		9 West 42nd Street
		New York, New York 10016
		njekogian@scig.co

or to such other address or addresses of which notice in the same manner has previously been given. Any such notice shall be deemed to have been duly given or made as of the date delivered if delivered personally, or on the next business day if sent by overnight courier or when received if mailed by registered or certified mail, postage prepaid, return receipt requested, or on confirmation if by facsimile or other electronic means, in accordance with the foregoing provisions. Either party hereto may change the address to which notices hereunder may be given by providing the other party hereto with written notice of such change.

11. Section 409A . To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Internal Revenue Code (the “Code”) and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, in the event that the Corporation determines that this Option may be subject to Section 409A of the Code, the Corporation may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Corporation determines are necessary or appropriate to (a) exempt the Option from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Option, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance and thereby avoid the application of penalty taxes under such Section 409A.

12. No Effect on Employment . Nothing herein shall modify the Grantee’s status as an employee, officer and/or director of the Corporation or any of its affiliates. This Option shall terminate automatically if the Corporation terminates the Grantee's employment for cause, as defined in the Employment Agreement or Grantee terminates his employment without good reason as defined in the Employment Agreement. If Grantee terminates his employment for good reason, as defined in the Employment Agreement, this Option shall be exercisable for a period equal to the lesser of two years from the date of termination or the expiration date. Further, nothing herein guarantees the Grantee’s employment for any specified period of time. In no event may this Option be exercised after the expiration date set in Section 4.

13. Registration . The Corporation shall use reasonable efforts at its expense to register the resale by the Grantee of the Class B Shares purchased upon the exercise of the Option. The timing of such registration shall be coordinated with the Corporation’s certified financial statements so as not to create an undo financial hardship on the Corporation and the Corporation shall only be required to register such shares on a short form registration statement such as a Form S-3 or S-8. The Corporation shall not be required to register the resale of such Class B Shares on a Form S-1.

14. Governing Law; Arbitration .

(a) This Agreement shall be construed in accordance with and governed by the Laws of the State of Delaware, without regard to the conflicts of Laws and rules thereof.

(b) Any dispute or disagreement between the Grantee and the Corporation with respect to any portion of this Agreement (excluding Exhibit A hereto) or its validity, construction, meaning, and the performance of the Grantee’s rights hereunder shall, unless the Corporation in its sole discretion determines otherwise, be settled by arbitration, at a location designated by the Corporation, in accordance with the Commercial Arbitration Rules of the American Arbitration Association or its successor, as amended from time to time. However, prior to submission to arbitration the parties will attempt to resolve any disputes or disagreements with the Corporation over this Agreement amicably and informally, in good faith, for a period not to exceed two weeks. Thereafter, the dispute or disagreement will be submitted to arbitration. At any time prior to a decision from the arbitrator(s) being rendered, the Grantee and the Corporation may resolve the dispute by settlement. The Grantee and the Corporation shall equally share the costs charged by the American Arbitration Association or its successor, but the Grantee and the Corporation shall otherwise be solely responsible for their own respective counsel fees and expenses. The decision of the arbitrator(s) shall be made in writing, setting forth the award, the reasons for the decision and award and shall be binding and conclusive on the Grantee and the Corporation. Further, neither the Grantee nor the Corporation shall appeal any such award. Judgment of a court of competent jurisdiction may be entered upon the award and may be enforced as such in accordance with the provisions of the award.

15. Integration and Severability . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof. In case any one or more of the provisions contained in this Agreement or in any instrument contemplated hereby, or any application thereof, shall be invalid, illegal or unenforceable in any respect, under the laws of any jurisdiction, the validity, legality and enforceability of the remaining provisions contained herein and therein, and any other application thereof, shall not in any way be affected or impaired thereby or under the Laws of any other jurisdiction.

16. Headings . The headings of the articles, sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement.

17. Benefit of Agreement . This Agreement shall be for the benefit of and shall be binding upon the heirs, executors, administrators and successors and permitted assigns of the parties hereto.

IN WITNESS WHEREOF , the parties have caused this Agreement to be executed as of the day and year first above written.

	PRESIDENTIAL REALTY CORPORATION

	By:	/s/ Jeffery F. Joseph
		Name: Jeffery F. Joseph
		Title: President


		/s/ Nickolas W. Jekogian, III
		Nickolas W. Jekogian, III

EXHIBIT A

NOTICE OF EXERCISE OF STOCK OPTION

TO PURCHASE SHARES OF CLASS B COMMON STOCK OF

PRESIDENTIAL REALTY CORPORATION

Name
Address
Attn:
Date


Presidential Realty Corporation
180 South Broadway
White Plains, New York 10605

Attention: Chairman of the Board

Re: Exercise of Stock Option

Gentlemen:

Pursuant to the provisions of the Stock Option Agreement (“Option Agreement”) dated as of ____________, 2011, between Presidential Realty Corporation (“Corporation”) and the Undersigned, the Undersigned hereby elects to exercise options granted to the Undersigned to purchase ________ shares of Class B Common Stock, par value $0.10 per shares of the Corporation (the “Class B Stock”).

Enclosed is a certified check (or bank cashier's check) for $________________ for the full purchase price, payable to the order of the Corporation.

As soon as the Stock Certificate is registered in the name of the Undersigned, please deliver it to the Undersigned at the above address.

		Very truly yours,
		__________________________


AGREED TO AND ACCEPTED BY:

PRESIDENTIAL REALTY CORPORATION

By:____________________________

Name: _________________________

Title:___________________________

Number of Shares
Exercised:____________

Number of Shares
Remaining: ___________

Exhibit 10.6

EXECUTIVE EMPLOYMENT AGREEMENT

AGREEMENT made as of November 8, 2011, by and between PRESIDENTIAL REALTY CORPORATION, a Delaware corporation (the "Corporation"), and ALEXANDER LUDWIG ("Executive").

WITNESSETH :

WHEREAS, the Corporation desires to employ Executive and Executive is willing to undertake such employment on the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE , in consideration of the premises and mutual covenants hereinafter contained, the parties hereto agree as follows:

1. Employment; Duties . The Corporation hereby employs Executive as an executive of the Corporation to perform duties as President and Chief Operating Officer of the Corporation and such other duties on behalf of the Corporation and its affiliates, commensurate with his office, as the Chairman or the Board of Directors of the Corporation may from time to time determine.

2. Acceptance and Loyalty . Executive hereby accepts such employment and agrees that throughout the period of his employment hereunder, and subject to the last sentence of this Section 2, he will devote his knowledge and skills, faithfully, diligently and to the best of his ability, in furtherance of the business of the Corporation and will perform the duties assigned to him pursuant to Section 1 hereof. Executive shall perform all duties and responsibilities in a professional manner consistent with the skill, competence and efficiency expected of an executive employee performing the duties assigned to Executive and subject to the direction and control of the Chairman and the Board of Directors of the Corporation. Executive will do such traveling as may be reasonably required of him in the performance of his obligations hereunder. Executive shall at all times be subject to, observe and carry out such rules, regulations, policies, directions and restrictions as the Corporation shall from time to time establish. During his employment hereunder, Executive shall spend such time and attention as necessary to perform his duties hereunder. During Executive's employment hereunder, Executive shall not be entitled to additional compensation for serving in any office, including as a director, of the Corporation or any of its subsidiaries or affiliates to which he may be elected. Notwithstanding the foregoing, during the Term and at any time thereafter, Executive shall be permitted to provide services to, receive compensation for such services from and participate in any investment of or with Signature Community Group, LLC and any of its affiliates provided such services do not interfere with his obligations to the Company and he discloses to the Board of Directors any such services and compensation received or to be received by him for such services.

3. Term . The term of Executive's employment hereunder shall commence on the date hereof and terminate on the eighteen month anniversary thereof (the "Term").

4. Compensation and Benefits .

4.1 Base Salary . The Corporation shall pay to Executive as compensation for his services and agreements hereunder an initial base salary at the rate of $ 200,000 per annum, for the first twelve (12) months of the Term and at the rate of $225,000 per annum for the last six (6) months of the Term, or such greater amount as the Board of Directors of the Corporation shall from time to time determine. Base salary shall be payable in equal installments in accordance with the Corporation's normal payroll policy, subject to payroll taxes and withholding requirements.

4.2 Stock Options . The Corporation shall grant to Executive an option (the “Option”) to purchase 370,000 shares of Class B Common Stock, par value $0.10 of the Corporation as further described in the Stock Option Agreement in the form of Exhibit A annexed hereto. The grant of the Option is pursuant to the approval of the Corporation’s Compensation Committee.

4.4 Long Term Incentive Program . Commencing with the fiscal year of the Corporation beginning January 1, 2013, and for each fiscal year thereafter during the Term, Executive shall have the opportunity to participate in a long-term performance based incentive program that may be established by the Compensation Committee. The determination as to the amounts of long-term incentive compensation available to Executive under this program and the performance criteria shall be reviewed periodically by the Compensation Committee with a view to adjusting the amounts and criteria in accordance with such factors as the Compensation Committee may deem appropriate, including the competitive marketplace for comparable executives.

4.5 Other Benefits . Executive shall be entitled to participate, to the extent he is eligible under the terms and conditions thereof, in any bonus, pension, retirement, disability, hospitalization, insurance, medical service, or other employee benefit plan which is generally available to executive employees of the Corporation and which may be in effect from time to time during the period of his employment hereunder. The Corporation shall be under no obligation to institute or continue the existence of any such employee benefit plan.

6. Vacation . Executive shall be entitled to four weeks paid vacation during the first twelve (12) months of the Term and to two weeks paid vacation during the last six months of the Term. Any such vacations are to be taken at times mutually agreeable to Executive and the Chairman of the Corporation.

7. Key-Man Life Insurance . The Corporation may purchase and maintain life insurance covering the life of Executive ("Key-man Insurance") in an amount determined by the Corporation. The Corporation shall be the sole owner and beneficiary of the Key-man Insurance and may apply to the payment of premiums thereunder any dividends declared and paid thereon. Executive shall submit himself to such physical examinations as the Chairman of the Corporation may deem necessary or desirable in connection with the purchase and maintenance of the Key-man Insurance.

8. Indemnification . Concurrently herewith, Executive and the Corporation are entering into an indemnification agreement in the form of Exhibit B annexed hereto.

9. Confidentiality Agreement .

(i)

the Confidential Information is, and at all times hereafter shall remain, the sole property of the Corporation;

(ii)

(iii)

(iv)

except in the ordinary course of the Corporation's business, Executive shall not seek or accept any Confidential Information from any former, present or future employee of the Corporation.

(i)

(ii)

11. Change of Control .

12. Termination for Cause and for Good Reason .

12.1 Executive’s employment and the Term may be terminated at any time by the Board for “cause” as defined below. If Executive’s employment is terminated by the Board for “cause”, as defined below, he shall only be entitled to payment of his base salary and fringe benefits through the date of termination. For purposes of this Agreement, “cause” means (a) the conviction of Executive of any crime constituting a felony or any other crime involving moral turpitude, (b) Executive’s repeated refusal to follow a reasonable direction of the Board of Directors of the Corporation after written notice that such continued refusal shall result in termination of his employment for cause and Executive is given an opportunity to defend his refusal to the Board; or (c) Executive’s failure to fulfill his employment duties hereunder after written notice that such continued failure shall result in termination of his employment for cause and Executive is given an opportunity to defend his actions to the Board.

12.2 Executive’s employment and the Term may be terminated at any time by Executive for “good reason” as defined below, upon at least thirty (30) days prior written notice given by Executive to the Corporation. If Executive’s employment is terminated by Executive for “good reason”, as defined below, he shall be entitled to payment of his base salary and fringe benefits through the end of the Term. For purposes of this Agreement, “good reason” means (i) the assignment to Executive by the Corporation of any duties inconsistent in any material respect with his position (including offices, titles and reporting requirement), authority, duties or responsibilities or any other action which results in a significant and material diminution in such position, authority, duties or responsibilities (ii) any failure by the Corporation to pay Executive the compensation set forth in this Agreement; (iii) a reduction in Executive's base salary as in effect immediately prior to such reduction or any material reduction in any other material benefit provided Executive hereunder; (iv) requiring Executive to relocate outside the New York metropolitan area; or (v) failure by the Corporation to maintain directors and officers liability insurance providing for coverage of equal to or greater than the coverage provided as of the date hereof.

If to Corporation:	180 South Broadway White Plains, New York 10605 Email: jjoseph@presrealty.com Fax: 914-948-1327
If to Executive::	c/o Signature Community Investment Group LLC 9 West 40 th Street New York, New York 10016 Email: aludwig@scig.co

With a copy to Pamela E. Flaherty	Blank Rome LLP 405 Lexington Avenue New York, New York 10174
	Email: pflaherty@blankrome.com

19. Affiliate . As used in this Agreement, "affiliate" means any person or entity controlled by or under common control with the Corporation.

20. Counterparts . This Agreement may be executed in one or more counterparts, each of which counterparts, when taken together, shall constitute but one and the same agreement.

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed on the day and year first above written.

	PRESIDENTIAL REALTY CORPORATION

	By:	/s/ Jeffery F. Joseph
		Name: Jeffery F. Joseph
		Title: President

		/s/ Alexander Ludwig
		Alexander Ludwig

Exhibit 10.7

STOCK OPTION AGREEMENT

AGREEMENT made as of November 8, 2011 (the “Grant Date”), between Presidential Realty Corporation, a Delaware corporation (the “Corporation”), and Alexander Ludwig (the “Grantee”).