AMENDED AND RESTATED EMPLOYMENT AND CONSULTING AGREEMENT

EXHIBIT 99.2

AMENDED AND RESTATED

EMPLOYMENT AND CONSULTING AGREEMENT

This Employment and Consulting Agreement (the "Agreement"), which is

amended and restated as of December 12, 2007, was originally entered into as of

January 1, 2004 (the "Effective Date"), by and between Steven Baruch, residing

at 1 Pondview West, Purchase, New York 10577 ("Executive") and PRESIDENTIAL

REALTY CORPORATION, a Delaware corporation having offices at 180 South Broadway,

White Plains, New York 10605 (the "Company") and subsequently amended as of

January 3, 2006;

W I T N E S S E T H:

WHEREAS, Company is desirous of employing Executive as its Executive

Vice President; and

WHEREAS, Executive desires to render such services to Company.

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

covenants herein set forth, the parties hereto agree as follows:

1. Employment. Company hereby employs Executive as its Executive Vice

President and Executive hereby accepts such employment, upon the terms and

conditions hereinafter set forth.

2. Duties.

(a) In his capacity as Executive Vice President of Company during the

Employment Term, the Executive shall perform for Company the executive,

administrative and technical duties customarily associated with such positions,

as well as such other duties reasonably consistent therewith as may be

reasonably assigned to Executive from time to time by the President or the Board

of Directors of Company; provided, however, that the duties assigned shall be of

a character and dignity appropriate to a senior executive of a corporation and

consistent with Executive's experience, education and background.

(b) Except as otherwise set forth in this paragraph, during the

Employment Term the (i) Executive shall devote his full time and efforts during

normal business days and hours to the performance of this Agreement; and (ii)

Executive shall not engage in the real estate business or in any other business

which conflicts with or competes in any material way with the business of

Company. Notwithstanding the foregoing, (x) Executive may devote reasonable time

and efforts during normal business days and hours to the business of Scorpio

Entertainment, Inc. and Scorpio Ventures, Inc. (collectively "Scorpio") pursuant

to the Option/Shareholders Agreement dated November 14, 1991 among Employer,

Scorpio, Steven Baruch, Thomas Viertel and Jeffrey F. Joseph, as modified by

certain agreements dated as of August 1, 1996 between such parties (the "Option

Agreement") and the Employment Agreement between Executive and Scorpio executed

pursuant to the Option Agreement and (y) Executive may devote such time and

efforts to winding up the business of Ivy Properties Ltd. and its affiliates

(collectively, "Ivy") as Executive deems reasonably necessary, so long as the

devotion of such time and effort does not conflict or interfere with Executive's

performance of his duties as Executive Vice President of Company and in fact

Executive does diligently perform his duties as Executive Vice President of

Company to the satisfaction of the Board of Directors of Company. During the

Term of this Agreement, Employer will permit Executive, at no cost to Executive,

to utilize his office space to carry on the business of Scorpio to the extent

permitted by this paragraph (b), provided, however, that Executive and/or

Scorpio will pay, or reimburse Employer for, the direct costs for duplicating,

telecopying, telephone and other business expenses used by Scorpio in a manner

reasonably satisfactory to Employer.

(c) During the Consulting Term, Executive will be engaged by Company

as a consultant to render to Company such consulting services as may be

reasonably assigned to him from time to time by the Board of Directors of

Company, or by the Executive Committee of Company, provided that such services

are of a type, dignity and nature appropriate to the former Executive Vice

President of Company and further provided that: (i) such consulting services

shall be required to be rendered by him only in White Plains, New York or such

other location in the United States designated by Executive; (ii) Executive's

inability to act as such consultant by reason of illness, disability or lack of

capacity shall not be deemed a breach of this Agreement; and (iii) such services

shall not be detrimental or injurious to Executive's health. It is further

agreed that such services shall not require more than sixty (60) hours service

during any month; that Executive's unavailability at any particular time shall

not constitute a breach of this Agreement; such services may be rendered by

telephone, mail or other means of communication; and that Executive's failure

to render such services because of his absence from White Plains, New York or

such other location in the United States designated by Executive shall not be

deemed a breach of this Agreement.

3. Term.

(a) The employment term ("Employment Term") of this Agreement shall

commence on the Effective Date and shall continue until the earliest of (i)

three years after notice from Company to Executive terminating the Employment

Term, (ii) Company ceasing to do business as a result of it having been finally

declared bankrupt or insolvent by a court of competent jurisdiction in

accordance with Treasury Regulation Section 1.409A-3(j)(4)(ix)(A)

("Bankruptcy"), (iii) December 31, 2011, or (iv) upon Executive providing a

level of services that has permanently decreased to below twenty five percent

(25%) of the average level of services performed over the immediately preceding

twelve (12) months in accordance with Treasury Regulation Section 1.409A-1(h)

(1)(ii) (a "Separation from Service"). The consulting term ("Consulting Term")

of this Agreement shall be the three-year period commencing on the termination

of the Employment Term for any reason other than for cause, Executive's

voluntary resignation pursuant to Section 11(f), Executive's death, Executive's

Permanent Disability or Company's Bankruptcy. The Consulting Term shall

terminate in the event of Executive's discharge for cause, voluntary

resignation, death or Permanent Disability, or Company's Bankruptcy. The term

("Term") of this Agreement shall be for the full Employment Term and Consulting

Term.

(b) This Agreement may be terminated at any time by Company for

"cause," as defined herein. For the purpose of this Agreement, termination of

Executive's employment or engagement shall be deemed to have been for "cause"

only if termination of his employment or engagement, as the case may be, shall

have been the result of (i) the conviction of Executive of any crime

constituting a felony or any other crime involving moral turpitude, (ii)

Executive's willful refusal to follow a reasonable direction of the Board of

Directors of Company after written notice that such continued refusal shall

result in termination of his employment or engagement as a consultant, for .

cause; (iii) Executive's failure to fulfill his employment duties hereunder as

is required by Section 2(b) above after written notice that such continued

failure shall result in termination of his employment for cause; or (iv)

Executive's failure to fulfill his consulting duties hereunder as is required by

and subject to the provisions set forth in Section 2(c) above after written

notice that such continued failure shall result in termination of his consulting

services for cause.

(c) This Agreement may also be terminated by Company as set forth in

Section 11 or Section 13 below.

4. Compensation and Fees.

(a) During the Employment Term, Company shall pay to Executive in

consideration of the services to be rendered hereunder compensation in the form

of a salary:

(i) for the period beginning on the Effective Date and ending on

December 31, 2004, at the annual rate of Two Hundred One Thousand Four Hundred

Thirty and 80/100 ($201,430.80) Dollars; and

(ii) for the calendar year beginning on January 1, 2005, and for

every calendar year thereafter commencing during the Employment Term of this

Agreement, in an amount equal to the salary paid for the previous calendar year

times the lesser of (i) 1.05 and (ii) the Cost of Living Adjustment Factor

(as hereinafter defined);

The salary for all such periods shall be prorated if any partial

calendar year is involved and shall be paid less appropriate deductions, if any,

for federal, state and city income taxes, FICA contributions, N.Y.S. disability

and any other deductions required by law.

The Cost of Living Adjustment Factor as it is applied in calculating

compensation payable to Executive for any period referred to above (and

retirement compensation payable to Executive for any period described in Section

12 below) shall be the sum of (x) one (1) plus (y) a fraction (A) which has as

its numerator the amount, if any, by which the Revised Consumer Price Index for

Urban Wage Earners and Clerical Workers for the New York-Northern New Jersey

area (1982-84=100), published by the U.S. Department of Labor Statistics (the

"Index") for the last calendar month preceding the commencement of such period

(which will be December in each case of annual salary described in this Section

4) (the "Increase Index Month") exceeds the Index for the calendar month

occurring one year prior to the Increase Index Month (the "Base Index Month"),

and (B) which has as its denominator the Index for the Base Index Month.

In the event that the Index is converted to a different standard

reference base or otherwise revised, the determination of increased compensation

under this Section 4 and/or retirement compensation under Section 12 shall be

made with the use of such conversion factor, formula or table for converting the

Index as may be published by the Bureau of Labor Statistics or, if said Bureau

shall not publish the same, then with the use of such conversion factor, formula

or table as may be published by Prentice-Hall, Inc., or any other nationally

recognized publisher of similar statistical information. If the Index ceases to

be published, and there is no successor thereto, such other index as Executive

and Company shall agree upon in writing shall be substituted for the Index. If

Executive and Company are unable to agree as to such substituted index, such

substituted index shall be that determined by arbitration in accordance with the

procedures of the American Arbitration Association.

In the event that the Index is not available for any month provided for

above, the next available Index shall be used instead, and if the next available

index is available following a payment for which an adjustment should have been,

then a retroactive adjustment shall also be made.

(iii) Executive's compensation shall be payable in equal

installments in arrears, in the same frequency as other senior officers of

Company are paid, but in any event not less frequent than twenty-six (26)

bi-weekly installments.

(b) As compensation for Executive's services during the Consulting

Term, Company shall pay consulting fees at the annual rate of 50% of the salary

which was in effect under Section 4(a)(ii) on the day preceding the commencement

of the Consulting Term plus the Cost of Living Adjustment Factor as provided in

Section 4(a)(ii), less any deductions required by law. Such fees shall be

payable in equal installments in arrears, in the same frequency as senior

officers of Company are paid, but in any event not less frequently than

twenty-six (26) biweekly installments. Such fees for the second and third years

of the Consulting Term shall likewise be adjusted for the Cost of Living

Adjustment Factor as provided in Section 4(a)(ii).

5. Indemnification. The Indemnification Agreements previously executed

by Executive and Company shall remain in full force and effect during the Term

of this Agreement including the Employment Term and the Consulting Term.

6. Vacations. Executive shall be entitled during the Employment Term of

this Agreement to four weeks vacation annually at full compensation.

7. Fringe Benefits.

(a) During the Employment Term of this Agreement, Executive shall be

entitled to the extent permitted by applicable law and the applicable plans and

agreements providing the benefits, at Company's expense, to participate in (a).

the following benefit programs which Company now maintains for its employees:

(i) its Defined Benefit Pension Plan, (ii) its Section 125 cafeteria plan, (iii)

its Section 401 (k) plan if any, (iv) its health insurance plan for employees

only, (v) its disability insurance plan, and (vi) its group life insurance plan;

and (b) all benefit programs that Company hereafter establishes and makes

available to either employees in general or to other senior executive management

(without intending to provide duplicate coverage to Executive if Company makes

such available to both employees in general and to senior executive management).

(b) During the Consulting Term Executive shall be entitled to the

extent permitted by applicable law and the applicable plans and agreements

providing the benefits, at Company's expense, to participate in the following

benefit programs which Company now maintains to the extent available for its

consultants: (i) its health insurance plans; (ii) its disability insurance

plans; and (iii) its group life insurance plans.

(c) If obtainable during the Term and at Executive's option and, if

exercised, at Executive's sole cost and expense, Company shall include

Executive's spouse and children under the health insurance plan maintained by

Company for Executive.

(d) In addition, during the Employment Term of this Agreement, (i)

Company shall also pay for the premiums on Executive's existing life insurance

policy up to a maximum of $11,700 per annum and (ii) Company shall pay and be

responsible for all costs of ownership attributable to the automobile which

Company currently owns and provides Executive for its use, and for any

replacement automobile leased or purchased by Company pursuant to Section 9

below.

(e) In addition, during the Term and subject to Executive providing

proper documentation, Company shall reimburse Executive for reasonable travel,

entertainment and other expenses incurred by Executive in providing services

hereunder on behalf of Company, including pre-approved expenses during the

Consulting Term.

(f) Following any termination of the Employment Term, to the extent

permitted by law and the party providing such benefits, Executive may, at his

sole cost and expense, continue any fringe benefits, if obtainable, then being

provided to Executive which are not provided by Company during the Consulting

Term under (b) above.

8. Bonus.

(a) Subject to paragraph (b) of this Section 8, in addition to the

compensation set forth above, Executive shall be entitled to a bonus payable

with respect to each calendar year occurring during the Employment Term of this

Agreement (for purposes of this Section 8 each a "Bonus Year") in an amount

equal to 7.5% of the product of (i) the amount by which the Per Share Net Cash

From Operations (as hereinafter defined) for such Bonus Year exceeds $.57 per

share for calendar years 2004, 2005 and 2006, $.60 per share for calendar years

2007, 2008 and 2009, and $.63 per share for calendar years 2010 and 2011 to the

extent any aforesaid year is a Bonus Year and (ii) the number of shares

outstanding at the end of such Bonus Year. Notwithstanding the foregoing, the

bonus in any Bonus Year shall not exceed 33 1/3% of the salary compensation set

forth in Section 4 for such year (prorated if any partial year is involved or

prorated through the date of any merger of Company or the sale or liquidation of

all or substantially all of its assets, as the case may be). The term Per Share

Net Cash from operations shall mean the Net Income for such Bonus Year (as shown

on Company's Audited Financial Statements), with the following adjustments,

divided by the number of shares outstanding at the end of such Bonus Year.

(i) the addition back of any extraordinary deductions to income;

(ii) the addition back of depreciation of non-rental property,

depreciation on rental real estate and amortization of mortgage and organization

costs;

(iii) with respect to the sales of property and investments,

including foreclosed property, recognized in any Bonus Year (x) there shall be

deducted from net gain or loss, any discount or deferred gain, and (y) any

depreciation taken on the sold property during the periods that it was owned by

Company shall be added back before calculating the amount of the net loss or net

gain.

(iv) the subtraction of all "