EXHIBIT 10-G
                              AMBASE CORPORATION
                        GREENWICH OFFICE PARK, BLDG. 2
                               51 WEAVER STREET
                           GREENWICH, CT 06831-5155




February 24, 1997


Mr. Richard A. Bianco
Chairman, President and Chief Executive Officer
AmBase Corporation
Greenwich Office Park, Bldg. 2
51 Weaver Street
Greenwich, CT  06831-5155

Dear Mr. Bianco:

As approved by the  Personnel  Committee  and the Board of  Directors  of AmBase
Corporation  (the "Company") at their  respective  meetings held on February 24,
1997, the Company hereby agrees to amend your employment agreement dated June 1,
1991 and as amended  dated March 30, 1993  (collectively,  the  "Agreement")  as
follows: (i) to serve as Chairman,  President and Chief Executive Officer,  (ii)
to extend the term of employment for an additional five years to May 31, 2002 or
for such shorter  period as may be mutually  agreed upon by you and the Company;
and (iii) your participation in the Supplemental  Retirement Plan of the Company
(the  "SERP")  shall be  calculated  at 4% rather than 3% of the product of your
Final  Average  Earnings (as defined in the SERP),  and you will  continue to be
100% vested, as previously  approved by the Personnel  Committee of the Board of
Directors  of the Company on August 29,  1991.  Your  annual  base salary  shall
continue to be $500,000.

It is expressly  understood that all other provisions of the Original  Agreement
will continue in full force and effect in accordance with its original terms and
practices to date.

                                    AmBase Corporation


                                    By:   /s/ John P. Ferrara
                                          -------------------------------------
                                 John P. Ferrara
                                          Vice President, Chief Financial
                                          Officer, Treasurer and Controller

Accepted and agreed to this 24th day of February, 1997:




/s/ Richard A. Bianco
- ----------------------------------
Richard A. Bianco