AMENDMENT  TO  EMPLOYMENT  AGREEMENT  BETWEEN  RICHARD A. BIANCO AND AMBASE
CORPORATION DATED EFFECTIVE JANUARY 1, 2008


     THIS  AMENDMENT  is  entered  into  this 31st day of  December  2007 by and
between Richard A. Bianco (the "Executive") and AmBase  Corporation,  a Delaware
corporation (the "Company").

     WHEREAS, the Company and the Executive entered into an employment agreement
dated  March  30,  2006  (the  "Employment  Agreement")  pursuant  to which  the
Executive was employed by the Company as Chairman, President and Chief Executive
Officer; and

     WHEREAS,  Section 409A of the Internal  Revenue  Code  ("Code"),  effective
January 1, 2005, requires deferred  compensation  arrangements,  including those
set  forth  in  employment  agreements,   to  comply  with  its  provisions  and
restrictions and limitations on payments of deferred compensation; and

     WHEREAS,  the final  regulations  issued  pursuant  to Code  section  409A,
effective  April 17,  2007 and  applicable  as of January  1, 2009,  necessitate
changes to the Employment Agreement; and

     WHEREAS,  the parties hereto desire by this writing to amend the Employment
Agreement to incorporate the changes required by Code section 409A and the final
regulations.

     NOW, THEREFORE, it is AGREED that the Employment Agreement shall be amended
effective January 1, 2008 as follows:

     1. The following two sentences are added to the end of Section 4:

     The Company  shall  reimburse  Executive  no later than the end of the year
following  the year in  which  any such  expense  is  incurred.  The  amount  of
Executive's expenses eligible for reimbursement during any taxable year will not
affect the expenses eligible for reimbursement in any other taxable year.

     2. Section 5(b) is deleted in its entirety and replaced with the following:

     (b) In  the  event  the  Company  shall  terminate  Executive's  employment
hereunder  for any reason other than those  permitted  in paragraph  (a) of this
Section 5, Executive  shall be entitled to a lump-sum amount equal to the salary
payments  provided  for in  Section  2  hereof  for  the  remaining  term of the
Employment  Period.  Executive  shall not be under any duty to seek  alternative
employment  or  otherwise  mitigate his damages as a condition to the receipt of
such  amount.  If Section 16 applies,  said  payment is to be  deferred  for the
6-month period immediately  following the termination of Executive's  employment
with the  Company.  If  section 16 does not  apply,  said  payment is to be paid
within the 30-day period  immediately  following the  termination of Executive's
employment with the Company.





     3. Section 7 is amended by adding the following at the end:

     If section 16 applies,  payments to which the Executive  would otherwise be
entitled,  pursuant to the Section 7, during the first six months  following the
date on which Company terminates this Agreement will be deferred for the 6-month
period immediately following the termination of Executive's  employment with the
Company, and paid within the 30 day period following the date that is six months
after the date of termination of this Agreement.  Any further amounts payable to
Executive  thereafter accruing will be paid on their scheduled payment dates. In
addition,  in the event the disability  benefits  pursuant to this Section 7 are
deferred  pursuant to Section 16, the Company agrees to pay to Executive,  as of
the date it makes the deferred payments, simple interest on each deferred amount
at the then applicable Federal rate provided for in Code Section  7872(f)(2)(A),
based  on the  number  of days  the  payment  was  deferred  from  the  original
semi-monthly pay date until the date of actual payment.

     4. The following new section 16 is added to the end thereof:

     Notwithstanding  anything  in  this  Agreement  to  the  contrary,  if  the
Executive  is  a  "specified  employee"  within  the  meaning  of  Code  section
409A(a)(2)(B)(i)  and Treasury  Regulation  section  1.409A-1(i)  at the time he
becomes  entitled to any payments on account of a separation  from  service,  no
amounts  shall be paid  before the date that is six months  from the date of the
Executive's  separation  from  service  (or,  if  earlier  than  the  end of the
six-month period, the date of Executive's death).

     All defined terms used without definitions shall have the meanings provided
in the Employment Agreement.

     Except as herein amended,  all other terms and conditions of the Employment
Agreement  shall remain the same and the Employment  Agreement as herein amended
shall remain in full force and effect.

     IN WITNESS WHEREOF, the Employment Agreement is hereby amended effective as
of January 1, 2008.


     Accepted and Agreed:

                                            AmBase Corporation

 /s/ Richard A. Bianco                      By:  /s/ John P. Ferrara
------------------------                    ----------------------------------
Richard A. Bianco                           Name:  John P. Ferrara
                                            Title: Vice President &
                                                   Chief Financial Officer