First Capital RE Trust Inc. agreed to exchange its ownership interests in two properties for 37,281,000 shares of Presidential Realty Corp.'s newly formed, wholly owned operating partnership, at a price of $1.00 apiece.

The units are convertible into a like number of newly issued shares of Presidential's class B common stock. Under the deal terms, Presidential will assume its percentage interest in a mortgage loan taken on one of the properties.

The agreement contemplates that Presidential may enter into a consulting agreement with Palisades Capital Realty Advisors.

The transaction's effectiveness is subject to the approval of the First Capital board on or before Dec. 23, while the transactional closing is subject to additional conditions.