SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                                (Rule 13d - 102)

                 INFORMATION TO BE INCLUDED IN STATEMENTS FILED
         PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
                                TO RULE 13d-2(a)
                               (Amendment No. 2)*

                               AMBASE CORPORATION
                                (Name of Issuer)

                     Common Stock, par value $.01 per share
                         (Title of Class of Securities)

                                    023164106
                                 (CUSIP Number)

                                        - copy to -

   George W. Haywood                Gary T. Moomjian, Esq.
   c/o Cronin & Vris, LLP           Moomjian, Waite, Wactlar & Coleman, LLP
   380 Madison Avenue               100 Jericho Quadrangle
   24th Floor                       Suite 225
   New York, New York 10017         Jericho, New York 11753
                                    (516) 937-5900
           (Name, Address and Telephone Number of Person Authorized to
                       Receive Notices and Communications)

                                October 23, 2006
             (Date of Event which Requires Filing of this Statement)

     If the filing  person has  previously  filed a statement on Schedule 13G to
report the  acquisition  that is the subject of this Schedule 13D, and is filing
this  schedule  because  of Rule  13d-1(e),  13d-1(f),  or  13d-1(g),  check the
following box [ ].

NOTE:  Schedules  filed in paper format shall include a signed original and five
copies of the  schedule,  including  all  exhibits.  See Rule 13d-7(b) for other
parties to whom copies are to be sent.

     *The  remainder  of this cover  page  shall be filled  out for a  reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosure provided in a prior cover page.

     The  information  required on the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that Section of
the Act but shall be subject to all other  provisions of the Act  (however,  see
the Notes).


                               Page 1 of 5 pages





CUSIP No. 023164106                                           Page 2 of 5 Pages
-------------------------------------------------------------------------------

1   NAMES OF REPORTING PERSONS
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
    George W. Haywood
-------------------------------------------------------------------------------
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
        (a) [ ]
        (b) [X] (1)
-------------------------------------------------------------------------------
3   SEC USE ONLY

-------------------------------------------------------------------------------
4   SOURCE OF FUNDS (See Instructions)
        Not applicable.

-------------------------------------------------------------------------------
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
     2(d) OR 2(e)                       [  ]

-------------------------------------------------------------------------------
6   CITIZENSHIP OR PLACE OF ORGANIZATION
    United States of America

-------------------------------------------------------------------------------
                    7     SOLE VOTING POWER
                          -0-
NUMBER OF           -----------------------------------------------------------
SHARES              8     SHARED VOTING POWER
BENEFICIALLY              -0-
OWNED BY            -----------------------------------------------------------
EACH                9     SOLE DISPOSITIVE POWER
REPORTING                 -0-
PERSON WITH         -----------------------------------------------------------
                    10    SHARED DISPOSITIVE POWER
                          -0-
-------------------------------------------------------------------------------
11  AGGREGATE AMOUT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      -0-
-------------------------------------------------------------------------------
12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)                [   ]

-------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      0%

-------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON (See Instructions)
      IN

==============================================================================

(1)  An amendment  no. 2 to Schedule 13D is also being filed by Denis F. Cronin.
     While Messrs. Haywood and Cronin are filing based upon the possibility that
     they  may be  viewed  as a group  in view of the  response  to Item 4,  Mr.
     Haywood  disclaims  that there is such a group.  Mr.  Cronin is  separately
     filing an amendment to Schedule 13D and his shares are not included in this
     amendment to Schedule 13D.





     This Amendment No. 2 hereby amends and  supplements  the Schedule 13D filed
by George W. Haywood with the Securities and Exchange  Commission (the "SEC") on
March 23, 2004, as amended by Amendment No. 1 to the Schedule 13D filed with the
SEC on October 5, 2005 (as amended,  the  "Schedule  13D"),  with respect to the
common  stock,  par  value  $.01 per  share  (the  "Common  Stock"),  of  Ambase
Corporation  (the  "Company").  This  Amendment No. 2 amends the Schedule 13D as
specifically set forth.

Item 4.    Purpose of Transaction

     Item 4 is hereby amended to add the following:

     It has been previously reported that Mr. George W. Haywood and Mr. Denis F.
Cronin had filed a suit  against  the  Company in the Court of  Chancery  of the
State of Delaware in and for New Castle County.

     In settlement of the  aforementioned  suit, a Stock Purchase  Agreement and
Agreement of Settlement and Release, dated October 17, 2006, was entered into by
and among (i) Mr.  Haywood  and Mr.  Cronin  and (ii) the  Company,  Richard  A.
Bianco,  Robert E.  Long,  Salvatore  Trani  and  Philip  M.  Halpern,  in their
individual  capacities  and their  capacities  as  directors  or officers of the
Company (the "Settlement Agreement"). Pursuant to the Settlement Agreement:

     1.   On October 23, 2006, (a) Mr.  Haywood sold 6,079,531  shares of Common
          Stock,  representing  all of the shares of Common  Stock  beneficially
          owned by him, to Mr. Bianco and (b) Mr. Cronin sold 536,000  shares of
          Common  Stock,  representing  all of the Common Stock owned by him, to
          Mr.  Bianco.   The  aggregate   purchase  price  for  the  shares  was
          $3,638,542,  consisting  of $.46 per share  plus a premium of $.09 per
          share in additional consideration.

     2.   As  additional  consideration  for  the  promises  in  the  Settlement
          Agreement,  an aggregate $1,100,000 cash payment was made on behalf of
          the Company to Messrs. Haywood and Cronin.

     3.   The parties  agreed to dismiss the  above-mentioned  suit and exchange
          mutual releases.

     4.   Messrs.  Haywood  and  Cronin  agreed  for a period of five years to a
          "stand still," pursuant to which they agreed,  among other things, not
          to (i) acquire any  additional  shares of Common  Stock,  (ii) solicit
          proxies in respect of the Common  Stock,  and (iii) take certain other
          actions that may influence management or control of the Company.

     5.   The parties agreed to mutual nondisparagement provisions.

     For a complete description of the terms of the Settlement Agreement,
reference is made to a copy of the Settlement Agreement attached hereto as
Exhibit (c) and incorporated herein by reference.

Item 5.   Interest in Securities of the Issuer.

     (a)  Aggregate  number of shares of Common Stock  beneficially  owned:  -0-
          Percentage: 0.0%


                               Page 3 of 5 pages





     (b)  1. Sole power to vote or to direct  vote:  -0-
          2. Shared power to vote or to direct  vote:  -0-
          3. Sole  power to  dispose  or to direct  the disposition:  -0-
          4.  Shared  power  to  dispose  or  to  direct  the disposition: -0-

     (c) Since the filing of Amendment No. 1 to this  Schedule 13D, Mr.  Haywood
has not engaged in any  transactions  concerning the Common Stock of the Company
other than as reported in Item 4 herein.

     (d) As  reported  in Item 4  above,  of the  6,079,531  shares  sold by Mr.
Haywood under the Settlement Agreement, 45,000 shares were in the account of Mr.
Haywood's  spouse,  357,025  shares were in the account of Mr.  Haywood's  minor
children,  and 60,000 shares were in the account of the estate of Mr.  Haywood's
mother, as to which estate Mr. Haywood is the executor.

     (e) On October 23, 2006, Mr.  Haywood ceased to be the beneficial  owner of
more than five (5%) percent of the shares of Common Stock of the Company.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect
         to the Securities of the Issuer

     Reference is made to Item 4 for a description of the Settlement Agreement.

Item 7.  Material to be Filed as Exhibits.

     Item 7 is hereby amended to add the following exhibit:

     (c) The Settlement Agreement.


                               Page 4 of 5 pages





                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.


Dated:  October 27, 2006




                                                /s/ George W. Haywood
                                                -------------------------
                                                George W. Haywood



                               Page 5 of 5 pages



                                                                    Exhibit (c)


                            STOCK PURCHASE AGREEMENT
                     AND AGREEMENT OF SETTLEMENT AND RELEASE
                     ---------------------------------------

     STOCK PURCHASE AGREEMENT AND AGREEMENT OF SETTLEMENT AND RELEASE dated this
17th day of October, 2006 by and among (i) George W. Haywood and Denis F. Cronin
(together,   the  "Stockholder   Parties")  and  (ii)  AmBase  Corporation  (the
"Company"),  Richard A. Bianco,  Robert E. Long,  Salvatore  Trani and Philip M.
Halpern,  in their  individual  capacities and their  capacities as directors or
officers  of the  Company  (the  Company and  Messrs.  Bianco,  Long,  Trani and
Halpern, collectively, the "AmBase Parties").

                               W I T N E S S E T H
                               -------------------

     WHEREAS,  in 2003, the Stockholder  Parties made written demands to inspect
certain of the Company's books and records (the  "Demands")  pursuant to Section
220 of the General Corporation Law of the State of Delaware (the "DGCL"); and

     WHEREAS, the Stockholder Parties initiated an action against the Company in
the Court of Chancery of the State of Delaware (the "Court of Chancery"), styled
Haywood v.  AmBase  Corp.,  Civil  Action No.  342-N  (the  "Action")  to compel
inspection of certain of the Company's books and records pursuant to Section 220
of the DGCL; and

     WHEREAS,  the Court of Chancery,  in an opinion  dated August 22, 2005 (the
"Opinion"), ordered the Company to permit inspection of certain of the documents
requested in the Demands; and

     WHEREAS,  on  January  27,  2006  the  Company  produced  documents  to the
Stockholder Parties (the "Produced Documents"); and

     WHEREAS,  on May 22,  2006,  the  Stockholder  Parties  filed a motion  for
contempt in the Court of Chancery seeking the production of additional documents
and to  resolve  a  dispute  concerning  the  entry of a  confidentiality  order
requested by the Company; and

     WHEREAS, the Company opposed the motion for contempt and requested the
Court of Chancery to enter a confidentiality order in the form submitted by it;
and

     WHEREAS,  the  Stockholder  Parties  have  indicated  they are  considering
engaging in continued litigation activity against the AmBase Parties,  which the
AmBase Parties have concluded is not well-founded but would entail  considerable
time and expense to defend; and

     WHEREAS,  without  admitting  any of  the  matters  asserted  by any of the
parties hereto,  the Stockholder  Parties and the AmBase Parties wish to resolve
their disputes without resort to continued litigation or further litigation; and

     WHEREAS,  George W. Haywood  beneficially  owns 6,079,531  shares of common
stock, par value $.01 per share, of the Company ("Common  Stock"),  which shares
are held in  brokerage  accounts  for the  following  persons  in the  following
amounts: 1,910,000 in Mr. Haywood's personal account, 3,707,506 in Mr. Haywood's
personal IRA account,  45,000 in the account of Mr. Haywood's spouse, 357,025 in
the accounts of Mr.  Haywood's  minor  children and 60,000 in the account of the
estate of Mr. Haywood's mother, as to which account Mr. Haywood is executor; and





     WHEREAS,  Denis F. Cronin  beneficially owns 536,000 shares of Common Stock
of the Company, all of which are held in personal brokerage accounts;

     NOW,  THEREFORE,  in consideration of the mutual promises  contained herein
and for other good and valuable  consideration,  the undersigned parties to this
Agreement  of  Settlement  and Release  (the  "Agreement")  do hereby  agree and
undertake to settle all of their disputes as follows:

                                   ARTICLE I
              PURCHASE AND SALE OF SHARES, ADDITIONAL CONSIDERATION

     1.1.  Purchase  and Sale of Shares.  The  Stockholder  Parties  shall sell,
           ----------------------------
assign, transfer and deliver, or shall cause the sale, assignment,  transfer and
delivery, to Richard A. Bianco (the "Purchaser"),  of 6,615,531 shares of Common
Stock,  6,079,531  of which are  beneficially  owned by George  W.  Haywood  and
536,000 of which are beneficially  owned by Denis F. Cronin (the "Shares"),  and
the Purchaser shall purchase and acquire all of the right, title and interest in
and to the Shares.  The  purchase  price of the Shares  shall be an aggregate of
$3,638,542.00  (the  "Purchase  Price"),  consisting  of $0.46 per share  plus a
premium of $0.09 per share in additional consideration.

     1.2. Additional Consideration. As additional consideration for the promises
          ------------------------
contained  herein, a $1,100,000.00  cash payment will be made to the Stockholder
Parties on behalf of the Company (the "Additional Consideration").

     1.3.  Closing.  On the date of execution of this  Agreement,  the Purchaser
           -------
shall  remit the  Purchase  Price and the  Company  shall  remit the  Additional
Consideration  by wire  transfer  to the escrow  account of  Richards,  Layton &
Finger, P.A. ("RLF"). Upon receipt of written confirmation that RLF has received
the Purchase Price and the Additional  Consideration,  the  Stockholder  Parties
shall cause the Shares to be  delivered  to American  Stock  Transfer  and Trust
Company,  the  Company's  transfer  agent,  where they will be registered in the
names of the  Purchaser.  Upon receipt of written  confirmation  that the Shares
have been received by the American Stock  Transfer and Trust Company,  RLF shall
transfer (a) the Purchase  Price by wire transfer to accounts to be specified by
the Stockholder Parties and (b) the Additional Consideration by wire transfer to
the account of Bouchard Margules & Friedlander,  P.A. This Agreement will become
effective on the date the Purchase Price and Additional  Consideration  has been
received  in the  manner set forth in the  preceding  sentence  (the  "Effective
Date").  The  parties  will  use  their  best  efforts  to  complete  all of the
transactions set forth in this paragraph 1.3 on or before October 20, 2006.

     1.4.  Dismissal of the Action.  Within three  business  days  following the
           -----------------------
Effective  Date, the parties to the Action shall file a stipulation of dismissal
of the Action in the form attached hereto as Exhibit A.

     1.5. Return of the Produced Documents. Within three business days following
          --------------------------------
the filing of the  stipulation  of  dismissal  of the  Action,  the  Stockholder
Parties  shall  return and shall  cause  their  counsel  to return the  Produced
Documents,  any copies of the Produced Documents and any documents and copies of
documents  produced  by or on  behalf of AmBase  in the  Action  to  Raymond  J.
DiCamillo,  Esquire,  Richards,  Layton & Finger,  P.A., One Rodney


                                      -2-





Square,  920 North King Street,  Wilmington,  Delaware 19801 and shall provide a
written certification that all such documents have been returned.

                                   ARTICLE II
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

     2.1.  Representations  and  Warranties  of  the  Stockholder  Parties.  The
           ---------------------------------------------------------------
Stockholder  Parties  represent  and  warrant  to the  Ambase  Parties  and  the
Purchaser that (i) they are the beneficial  owners of the Shares,  in the manner
described  in the WHEREAS  clauses to this  Agreement,  and shall  transfer  the
Shares  free and  clear of all  liens,  claims,  encumbrances,  restrictions  on
transfer or rights of third  parties of any nature  whatsoever  ("Liens"),  (ii)
they do not have any right,  title or interest in or to any shares of or options
or warrants to acquire  shares of Common Stock,  or any other  securities of the
Company  other  than the  6,615,531  Shares  described  in  Section  1.1 of this
Agreement, (iii) the performance by the Stockholder Parties of their obligations
hereunder will vest in the Purchaser title to the Shares,  free and clear of all
Liens, (iv) they have all requisite power and authority to execute,  deliver and
perform this  Agreement  and to sell,  assign and transfer the Shares,  (v) this
Agreement constitutes a valid and binding obligation of the Stockholder Parties,
enforceable in accordance with its terms and (vi) no consent,  approval, waiver,
authorization or filing is necessary for the execution, delivery and performance
by the  Stockholder  Parties  of  this  Agreement  which  has not  already  been
obtained.  Notwithstanding  any provision of this Agreement to the contrary,  in
the event that, whether prior to or subsequent to the Closing, any Lien relating
to the  Shares  shall be  discovered  by any  party  hereto,  such  party  shall
immediately  give notice thereof to the Stockholder  Parties and the Stockholder
Parties  shall,  at their sole cost and  expense,  remove or cause to be removed
such Lien.

     2.2.   Representations  and  Warranties  of  the  AmBase  Parties  and  the
            --------------------------------------------------------------------
Purchasers. The AmBase Parties and Purchaser represent and warrant that (i) they
----------
have all  requisite  power and  authority  to execute,  deliver and perform this
Agreement, (ii) this Agreement constitutes a valid and binding obligation of the
AmBase  Parties and the  Purchaser,  enforceable  in accordance  with its terms,
(iii) no consent, approval, waiver, authorization or filing is necessary for the
execution,  delivery and  performance by the AmBase Parties and the Purchaser of
this Agreement,  and (iv) they are not in possession of any material  non-public
information  concerning the action pending in the United States Court of Federal
Claims  captioned  AmBase  Corporation  v. The United  States of America,  Civil
Action No. 93-531C (the "Supervisory  Goodwill  Litigation");  for this purpose,
"material" shall mean  information to which an investor would reasonably  attach
importance  in  reaching  a  decision  to buy,  sell or hold  securities  of the
Company,  which would  include any  settlement  discussions  in the  Supervisory
Goodwill Litigation.

     2.3.  Representations  and  Warranties  of  the  Purchaser.  The  Purchaser
           ----------------------------------------------------
represents and warrants to the Stockholder Parties as follows:

     (i) Available  Information.  The Purchaser acknowledges that he is familiar
with the business,  management,  operations,  financial condition and affairs of
the Company and is therefore able to evaluate the merits and risks of a purchase
of the Shares and is not relying on any information  provided by the Stockholder
Parties.


                                      -3-





     (ii) Approvals and Consents. No action, approval, consent or authorization,
including, but not limited to, any action, approval, consent or authorization by
any governmental or  quasi-governmental  agency,  commission,  board,  bureau or
instrumentality  is  necessary  or  required  as to the  Purchaser  in  order to
constitute this Agreement as a valid, binding and enforceable  obligation of the
Purchaser in accordance with its terms.

     (iii)  Restricted  Securities.  The Purchaser  understands and agrees that,
when acquired by the  Purchaser  pursuant to the  Agreement,  the Shares will be
restricted  within the meaning of the  Securities  Act of 1933,  as amended (the
"Securities  Act"),  and may not be sold,  transferred or otherwise  disposed of
without registration under the Securities Act or an exemption therefrom.

     (iv)  Investment.  The  Shares  to be  acquired  by the  Purchaser  will be
acquired for investment purposes only for the Purchaser's own account,  not as a
nominee or agent, and not with a view to the resale of distribution thereof.

     (v) Accredited Investor. The Purchaser is an "Accredited Investor" as that
term is defined in Rule 501 of Regulation D promulgated under the Securities
Act. The Purchaser is able to bear the economic risk of the purchase of the
Shares pursuant to the terms of this Agreement, including a complete loss of the
Purchaser's investment in the Shares.

     (vi) No Representation. The Purchaser confirms that neither the Stockholder
Parties nor any agent or affiliate of the Stockholder Parties have made any
representation or warranty to the Purchaser about the Company or the Shares
other than those set forth in this Agreement, and that the Purchaser has not
relied upon any other representation or warranty, express or implied, in
purchasing the Shares.

     (vii) Financial Experience.  The Purchaser represents that by reason of the
Purchaser's  business or  financial  experience  or the  business  or  financial
experience of Purchaser's  professional  advisors who are unaffiliated  with and
who are not compensated by either the Stockholder  Parties or the Company or any
affiliate  or selling  agent of either the  Stockholder  Parties or the Company,
directly or  indirectly,  the Purchaser has the capacity to protect  Purchaser's
own  interests  in  connection  with  the  transactions   contemplated  by  this
Agreement.

The Purchaser understands that the foregoing representations and warranties are
to be relied upon by the Stockholder Parties as a basis for exemption of the
sale of the Shares under the Securities Act and under the securities laws of all
applicable states and for other purposes. The Purchaser warrants that the
information provided to the Stockholder Parties is true and correct as of the
date hereof.

     2.4. Covenant of Bouchard Margules & Friedlander,  P.A. Bouchard Margules &
          --------------------------------------------------
Friedlander,  P.A.,  counsel for the  Stockholder  Parties (the "Firm"),  hereby
covenants and agrees that,  except as required by law, the Firm shall not reveal
or utilize  information it obtained in connection with or learned as a result of
the Action.  The covenant and  agreement  set forth in this  paragraph  shall be
binding and enforceable against each attorney of the Firm.


                                      -4-





                                  ARTICLE III
                             MUTUAL GENERAL RELEASES

     3.1. Release by the Stockholder Parties. The Stockholder Parties, on behalf
          ----------------------------------
of themselves and their respective heirs, estates, agents, officers,  directors,
partners,  trustees,  beneficiaries,   successors,  predecessors,  subsidiaries,
principals  and  affiliates  (the  "Stockholder  Releasors"),  hereby do remise,
release  and forever  discharge,  and  covenant  not to sue or take any steps to
further any claim,  action or proceeding  against,  the AmBase Parties,  John B.
Costello,  Michael  L.  Quinn,  John P.  Ferrara,  Joseph  R.  Bianco  and their
respective   current  and  former  heirs,   estates,   successors,   affiliates,
subsidiaries, officers, directors, partners, trustees, beneficiaries, employees,
agents,  representatives,  attorneys and any other  advisors or  consultants  to
AmBase Parties  (collectively,  the "AmBase Releasees"),  and each of them, from
and in respect of any and all claims and causes of action,  whether based on any
federal,  state  or  foreign  law  or  right  of  action,  direct,  indirect  or
representative in nature, foreseen or unforeseen, matured or unmatured, known or
unknown,  which any of, or all, the Stockholder  Releasors have, had or may have
against  the  AmBase  Releasees,  or any of them,  of any  kind,  nature or type
whatsoever, up to the date of this Agreement,  except that the foregoing release
does not release any rights and duties  under this  Agreement  or any claims the
Stockholder  Releasors  may  have  for  the  breach  of any  provisions  of this
Agreement.

     3.2.  Release  by the AmBase  Parties.  The  AmBase  Parties,  on behalf of
           --------------------------------
themselves and their respective heirs,  estates,  agents,  officers,  directors,
partners,  trustees,  beneficiaries,   successors,  predecessors,  subsidiaries,
principals and affiliates (the "AmBase  Releasors"),  hereby do remise,  release
and forever discharge,  and covenant not to sue or take any steps to further any
claim,  action  or  proceeding  against,   the  Stockholder  Parties  and  their
respective   current  and  former  heirs,   estates,   successors,   affiliates,
subsidiaries, officers, directors, partners, trustees, beneficiaries, employees,
agents, representatives,  attorneys and any other advisors or consultants to the
Stockholder Parties  (collectively,  the "Stockholder  Releasees"),  and each of
them,  from and in respect  of any and all claims and causes of action,  whether
based on any federal, state or foreign law or right of action, direct,  indirect
or representative in nature, foreseen or unforeseen, matured or unmatured, known
or unknown,  which any of, or all, the AmBase  Releasors  have,  had or may have
against the Stockholder  Releasees,  or any of them, of any kind, nature or type
whatsoever, up to the date of this Agreement,  except that the foregoing release
does not release any rights and duties  under this  Agreement  or any claims the
AmBase Releasors may have for the breach of any provisions of this Agreement.

     3.3.  Releases  Binding,   Unconditional  and  Final.  The  parties  hereby
           -----------------------------------------------
acknowledge and agree that the releases and covenants provided for in paragraphs
3.1 and 3.2 shall be binding, unconditional and final upon the Effective Date.

     3.4. Value of the Shares. The Stockholder  Parties,  the AmBase Parties and
          --------------------
the Purchaser each  acknowledge that (i) the Purchase Price does not necessarily
reflect  the fair  market  value of the Shares as of the date  hereof;  (ii) the
value of the Shares may increase or decrease  after the date  hereof;  and (iii)
none of the Stockholder  Parties, the AmBase Parties or the Purchaser shall have
any claims  against  another party to this Agreement by reason of an increase or
decrease in the value of the Shares. The Stockholder Parties, the AmBase Parties
and the  Purchaser  expressly  acknowledge  that this  Agreement  is intended to
settle any and all claims among the parties,  including without limitation,  any
contract claims, tort claims,  claims arising


                                      -5-





under the federal  securities laws, fraud claims,  including any claims of fraud
in the  inducement  of, or  otherwise  in  connection  with or  related  to, the
settlement  and any other  matters  contemplated  by this  Agreement.

     3.5.  The Action.  The  Stockholder  Parties  agree not to pursue any other
           -----------
rights or remedies in, through or with respect to the Action,  including but not
limited to filing  any  action  related  to it or its  associated  purposes,  or
appealing any aspect of the judgment in the Action.

                                   ARTICLE IV
                                   STANDSTILL

     4.1.  From  and  after  the  date  of  this  Agreement  through  the  fifth
anniversary of the date of this  Agreement,  the  Stockholder  Parties and their
respective agents, representatives, affiliates, associates and all other persons
acting  in  concert  with  or  under  the  control  or  direction  of any of the
Stockholder Parties shall not, directly or indirectly,  in any manner, including
without  limitation,  entering into communications or discussions with record or
beneficial stockholders of the Company seeking to:

     (i) acquire, announce an intention to acquire, offer or propose to acquire,
or  agree  to  acquire,  directly  or  indirectly,  by  purchase  or  otherwise,
beneficial  ownership  of any  securities  of the  Company or direct or indirect
rights or options to acquire any securities of the Company;

     (ii) solicit proxies (or written  consents) or assist or participate in any
other way,  directly or indirectly,  in any  solicitation of proxies (or written
consents),  or otherwise  become a "participant"  in a  "solicitation,"  as such
terms are defined in  Instruction  3 of Item 4 of Schedule 14A and Rule 14a-1 of
Regulation  14A,  respectively,  under the  Securities  Exchange Act of 1934, as
amended ("Exchange Act"), in opposition to the recommendation or proposal of the
board of  directors  of the Company  (the  "Board"),  or recommend or request or
induce or attempt to induce any other person to take any such  actions,  or seek
to advise,  encourage or influence  any person with respect to the voting of (or
the execution of a written consent in respect of) the securities of the Company,
or  execute  any  written  consent  in lieu of a meeting  of the  holders of the
securities  of the  Company or grant a proxy  with  respect to the voting of the
securities of the Company to any person;

     (iii) form, join or in any way participate in a "group" (within the meaning
of Section 13(d)(3) of the Exchange Act) for the purpose of acquiring,  holding,
voting or disposing of any securities of the Company;

     (iv) deposit any  securities of the Company in a voting trust or enter into
any other arrangement or agreement with respect to the voting thereof;

     (v) acquire or agree,  offer,  seek or propose to  acquire,  or cause to be
acquired,  ownership  (including  beneficial  ownership) of any of the assets or
business  of the  Company or any rights or options to acquire any such assets or
business from any person;

     (vi) seek,  propose,  or make any  statement  with  respect to, or solicit,
negotiate  with,  or provide any  information  to any person with  respect to, a
merger,


                                      -6-





consolidate,  acquisition  of control or other business  combination,  tender or
exchange offer, purchase, sale or transfer of assets or securities, dissolution,
liquidation,  reorganization,  recapitalization,  dividend,  share repurchase or
similar  transaction  involving the Company,  its  subsidiaries or its business,
whether or not any such transaction involves a change of control of the Company;

     (vii) take any action,  alone or in concert with any other person,  advise,
finance,  assist or  participate  in or encourage  any person to take any action
which  is  prohibited  to be taken by the  Stockholder  Parties  or any of their
affiliates or associates  pursuant to this Agreement,  or make any investment in
or enter into any arrangement with, any other person that engages,  or offers or
proposes to engage in any of the foregoing;

     (viii) disclose publicly or privately, in a manner that could reasonably be
expected to become public, any intention,  plan or arrangement inconsistent with
the foregoing;

     (ix) commence,  encourage,  or support any derivative action in the name of
the Company,  or any class action  against the Company or any of its officers or
directors; or

     (x) take any action  challenging  the  validity  or  enforceability  of any
provisions of this Article IV.

                                   ARTICLE V
                          NONDISPARAGEMENT; LITIGATION

     5.1.  Nondisparagement;  Litigation.  The  Stockholder  Parties  agree  and
           ------------------------------
covenant  not to  directly  or  indirectly  disparage,  criticize,  or make  any
negative  public or  private  comments  about any of the  AmBase  Parties to any
person or  entity or to assist  any  person  or entity to  initiate  or  pursue,
directly or indirectly, any litigation,  arbitration,  suit, claim, or complaint
against  the AmBase  Parties  relating to any of the claims and causes of action
described in Section 3.1 of this Agreement,  excluding, however, any litigation,
arbitration,  suit,  claim, or complaint filed solely to remedy a breach of this
Agreement.  The AmBase  Parties agree and covenant not to directly or indirectly
disparage,  criticize, or make any negative public or private comments about the
Stockholder  Parties  or assist  any  person or entity to  initiate  or  pursue,
directly or indirectly,  any litigation,  arbitration,  suit, claim or complaint
against the Stockholder  Parties  relating to of the claims and causes of action
described in Section 3.2 of this Agreement,  excluding, however, any litigation,
arbitration,  suit,  claim, or complaint filed solely to remedy a breach of this
Agreement.  Without  limiting the generality of the foregoing,  the  Stockholder
Parties agree that they will not disclose to any person information  obtained in
connection with or as a result of the Action.

     5.2.  The  Stockholder  Parties  shall file a copy of this  Agreement as an
amendment  to their  Schedule  13D's on file with the  Securities  and  Exchange
Commission.

     5.3.  Notwithstanding  Sections 5.1 of this  Agreement,  nothing  contained
herein  shall  limit the  ability  of any  party to this  Agreement  to  provide
documents or information  responsive to legal process or legal  proceedings,  or
requests from any  government  or  regulatory


                                      -7-




agency  or  authority  in  connection  with  any  formal  or  informal  inquiry,
investigation or proceeding (a "Request") where such legal process or proceeding
has not been  initiated by, or on behalf of, or at the suggestion of, a party to
this Agreement or their agent or representative.  If any party to this Agreement
receives such a Request,  it shall (i) give actual  written  notice,  by hand or
facsimile transmission of such Request to all other parties to this Agreement as
promptly as  practicable  and (ii) shall use its best  efforts to  maintain  the
confidentiality of such documents or information.

                                   ARTICLE VI
                                  MISCELLANEOUS

     6.1. No  Concession  of Liability.  This  Agreement  shall not in any event
          ----------------------------
constitute,  be  construed  or  deemed a  concession,  on the part of any of the
undersigned to the truth of any allegations,  claims, or defenses made by any of
the parties in the Actions or  otherwise,  or of any  liability or wrongdoing of
any of the parties.

     6.2. Entire Agreement.  This Agreement  constitutes the entire agreement of
          -----------------
the parties  with respect to the subject  matter  hereof.  The  representations,
warranties,  covenants and agreements set forth in this Agreement constitute all
the representations,  warranties, covenants and agreements of the parties hereto
and upon  which the  parties  have  relied  and  except  as may be  specifically
provided herein, no change, modification,  amendment, addition or termination of
this  Agreement or any part thereof  shall be valid unless in writing and signed
by or on behalf of the party to be charged therewith.

     6.3. Fees and Expenses of  Transaction.  The parties hereto shall each bear
          ----------------------------------
his, her or its own expenses in connection with this transaction.

     6.4. Waivers.  No waiver of the provisions hereof shall be effective unless
          --------
in writing  and signed by the party to be charged  with such  waiver.  No waiver
shall be deemed a  continuing  waiver or waiver  in  respect  of any  subsequent
breach or default,  either of similar or different  nature,  unless expressly so
stated in writing.

     6.5.  Governing  Law. This  Agreement  shall be governed,  interpreted  and
           ---------------
construed in  accordance  with the laws of the State of Delaware  applicable  to
contracts to be performed entirely within that State. Should any clause, section
or part of this  Agreement  be held or  declared  to be void or illegal  for any
reason,  all other  clauses,  sections or parts of this  Agreement  which can be
effected  without  such  illegal  clause,  section  or part  shall  nevertheless
continue in full force and effect.

     6.6.  Jurisdiction  and Venue.  Each party  hereto  hereby  agrees that any
           ------------------------
proceeding  relating  to this  Agreement  shall be brought  in a state  court of
Delaware. Each party hereto hereby consents to personal jurisdiction in any such
action  brought in any such  Delaware  court,  consents to service of process by
registered  mail made upon such party and/or such  party's  agent and waives any
objection to venue in any such Delaware court and a claim that any such Delaware
court is an inconvenient forum.


                                      -8-





     6.7. Binding Effect.  This Agreement shall be binding upon and inure to the
          ---------------
benefit of the parties  hereto and their  respective  successors  and assigns or
heirs and personal representatives.

     6.8.  Counterparts.  This  Agreement  may  be  executed  in any  number  of
           -------------
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one instrument.

     6.9. Survival of Representations.  All of the representations,  warranties,
          ----------------------------
covenants,  releases and  indemnities of the parties set forth in this Agreement
will survive the transfer of the Shares to the Purchasers.

     6.10. No Third Party Rights. The representations, warranties and agreements
           ----------------------
of the parties contained herein are intended solely for the benefit of the party
to whom such representations, warranties or agreements are made, shall confer no
rights hereunder, whether legal or equitable, in any other person or entity, and
no other person or entity shall be entitled to rely thereon.

     6.11.  Construction.  This Agreement  shall not be more strictly  construed
            -------------
against  one party than  against  any other  merely  because it was  prepared by
counsel for that party, it being  recognized  that,  because of the arm's length
negotiations,  all parties have materially and substantially  contributed to the
preparation, review and final terms of this Agreement.

     6.12.  Specific  Performance;   Injunctive  Relief.  The  parties  to  this
            --------------------------------------------
Agreement  agree  that  solely a remedy at law for breach of this  Agreement  is
inadequate  and that any party by whom this  Agreement is  enforceable  shall be
entitled to institute and prosecute proceedings,  either at law or in equity, to
seek specific  performance  of the terms and  conditions of this  Agreement,  to
obtain injunctive  relief or to obtain any other  appropriate  relief or remedy.
Such remedies  shall,  however,  be cumulative and not exclusive and shall be in
addition to any other remedies which a party may have under this Agreement or at
law.

     6.13.  Notices.  Unless otherwise  provided by the terms of this Agreement,
            --------
any and all notices or other  communications or deliveries required or permitted
to be given or made pursuant to any of the provisions of this Agreement shall be
deemed to have been duly given or made for all  purposes if sent by certified or
registered mail, return receipt  requested and postage prepaid,  or delivered in
person  to the  parties  at  the  following  addresses:  (i)  on  behalf  of the
Stockholder  Parties,  Denis F.  Cronin,  Esquire,  Cronin & Vris,  380  Madison
Avenue,  24th Floor,  New York,  New York 10017 and (ii) on behalf of the AmBase
Parties,  AmBase  Corporation,  Attn:  Secretary,  100 Putnam Green,  3rd Floor,
Greenwich,  Connecticut  06830-6027,  or at such other  address as any party may
specify by notice given to other  parties in accordance  with this Section.  The
date of giving  of any such  notice  shall be (a) in the case of hand  delivery,
when  actually  delivered to the  addressee and (b) in the case of registered or
certified  mail,  three (3) days after  mailing.  Copies of all notices shall be
sent to Andre G. Bouchard,  Bouchard Margules & Friedlander,  P.A., 222 Delaware
Avenue,  Suite  1400,  Wilmington,  Delaware  19801 and  Raymond  J.  DiCamillo,
Esquire,  Richards,  Layton &  Finger,  P.A.,  920 N. King  Street,  Wilmington,
Delaware 19801.


                                      -9-





         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the 17th day of October, 2006.


/s/George W. Haywood                           /s/Salvatore Trani
----------------------------                   -----------------------------
George W. Haywood                              Salvatore Trani


/s/Denis F. Cronin                             /s/Philip M. Halpern
----------------------------                   -----------------------------
Denis F. Cronin                                Philip M. Halpern


/s/Richard A. Bianco                           /s/Robert E. Long
----------------------------                   -----------------------------
Richard A. Bianco                              Robert E. Long


AMBASE CORPORATION


By: /s/John P. Ferrara
   -----------------------------------------
   John P. Ferrara
   Vice President



     This  Agreement  has been  duly  executed  by the  following  party for the
purpose of acknowledging such party's  obligations as set forth in paragraph 2.4
hereof.



                                      BOUCHARD MARGULES & FRIEDLANDER, P.A.



                                      By:/s/Andre G. Bouchard
                                         ----------------------------------
                                         Andre G. Bouchard
                                         President




                                      -10-