RESOLVED,  that  Amendment No. 7 dated as of November 9, 2005 to the RIGHTS
AGREEMENT dated as of February 10, 1986, between AMBASE CORPORATION,  a Delaware
corporation ("the "Company") and AMERICAN STOCK TRANSFER & TRUST COMPANY,  a New
York corporation, as Rights Agent (the "Rights Agent").

     WHEREAS the Company and the Rights Agent are parties to a Rights Agreement,
dated as of February 10, 1986,  as amended by Amendment No. 1, dated as of March
24, 1989, Amendment No. 2, dated as of November 20, 1990, Amendment No. 3, dated
as of  February  12,  1991,  Amendment  No. 4,  dated as of  October  15,  1993,
Amendment  No. 5 dated as of February 1, 1996,  and  Amendment No. 6 dated as of
November 1, 2000 (collectively,  as amended the "Rights Agreement"). The Company
and the Rights Agent deem it desirable now to amend the Rights  Agreement as set
forth herein.  Unless otherwise  provided,  all capitalized terms shall have the
same meaning ascribed to them in the Rights Agreement.

     NOW  THEREFORE,  in  consideration  of the mutual  promises  and  covenants
contained herein and in the Rights Agreement, the parties hereto hereby agree as
follows:

     1. The Section  7(a)(i) of the Rights  Agreement  be amended to read in its
entirety as follows:  Section 7. Exercise of Rights;  Purchase Price; Expiration
Date of Rights; Certain Rights Null and Void.

     (a) The registered  holder of any Right Certificate may exercise the Rights
evidenced  thereby (except as otherwise  provided herein) in whole or in part at
any time after the  Distribution  Date upon surrender of the Right  Certificate,
with the form of election to purchase on the reverse side thereof duly executed,
to the Rights Agent at the principal corporate trust office of the Rights Agent,
together with payment of the  then-current  Purchase Price for each Common Share
as to which the  Rights  are  exercised,  at or prior to the  earlier of (i) the
Close of Business on February 10, 2011 (the "Expiration Date"), or (ii) the time
at which the  Rights  are  redeemed  as  provided  in  Section  23  hereof  (the
"Redemption Date").

     2. Except as expressly modified hereby, the Rights Agreement shall continue
to govern the respective rights and obligations of the parties hereto.


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<PAGE>


     IN WITNESS WHEREOF,  the parties hereto have caused this Amendment No. 7 to
the Rights Agreement to be duly executed and their respective corporate seals to
be  hereunto  affixed  and  attested,  all as of the day and  year  first  above
written.

     AMBASE CORPORATION


Attest:  By:  s/s John P.  Ferrara
         ------------------------------
         John P. Ferrara
         Vice President and Chief Financial Officer

        By:  s/s Richard A. Bianco
             -------------------------------
             Richard A. Bianco
             Chairman, President and
             Chief Executive Officer

     [SEAL]

     AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent


     Attest:  By: /s/ Herbert J. Lemmer
                  ---------------------------------------
     Name:        Herbert  J.  Lemmer
                  ---------------------------------------
     Title:       Vice President
                 ----------------------------------------




     By:  /s/  Susan  Silber
          -------------------------------------------------
     Name:Susan Silber
          -------------------------------------------------
     Title:Assistant Secretary
           ------------------------------------------------

         [SEAL]