STOCK OPTION AGREEMENT

Exhibit 10.51

THIS STOCK OPTION AGREEMENT (this “Agreement”) dated as of April 30, 2009 (the “Grant Date”), is between Regency Affiliates, Inc., a Delaware corporation (the “Company”), and Laurence S. Levy (the “Participant”), relating to options to purchase shares of Stock, which options are granted under the Regency Affiliates, Inc. 2003 Stock Incentive Plan, as amended (the “Plan”).  Capitalized terms used, but not otherwise defined, in this Agreement shall have the meanings ascribed to such terms in the Plan.

The Company grants to the Participant a Non-Qualified Stock Option to purchase 50,000 shares of Stock of the Company (“Option Shares”) at a price of $2.90 per share (“Option Price”), subject to the provisions of the Plan and the terms and conditions herein.  The term of this Stock Option shall be a period of 10 years from the Grant Date unless earlier terminated as provided herein and in the Plan (the “Option Period”).  Subject to the provisions contained herein and in the Plan, the Stock Option shall become exercisable immediately upon the Grant Date.

The Stock Option granted hereunder is designated as a nonqualified stock option which is not transferable by the Participant except to a Family Member, as provided in Section 4 of the Plan, or by will or the laws of descent and distribution.

II.            Exercise .

The Stock Option shall be exercisable during the Participant’s lifetime only by the Participant (or his Representative), and after the Participant’s death only by a Representative.  The Stock Option may only be exercised by the delivery to the Company of a properly completed written notice, in form satisfactory to the Committee, which notice shall specify the number of Option Shares to be purchased and the aggregate Option price for such shares, together with payment in full of such aggregate Option Price.  Payment shall only be made as specified in the Plan.  If any part of the payment of the Option Price is made in shares of Stock, such shares shall be valued by using their Fair Market Value as of the date of exercise of the Stock Option.

The Stock Option may not be exercised unless there has been compliance with all the preceding provisions of this Section 2, and, for all purposes of this Agreement, the date of the exercise of the Stock Option shall be the date upon which there is compliance with all such requirements.  The Committee may deny any method of exercise permitted hereunder if such method would result in liability under Federal or state securities law to the Participant or the Company, result in an expense charge to the Company or prevent the use of pooling of interest accounting.

III.            Payment of Withh