Exhibit
10.2


AMENDMENT,dated as of December 17,
2008 (the “Amendment”), by and
between REGENCY AFFILIATES, INC., a Delaware corporation (“Company”) with an
address at 610 N.E. Jensen Beach Blvd., Jensen Beach, Florida 34957 and
LAURENCE S. LEVY  (“Executive”).
  W I T N E S S E T
H:
  WHEREAS, the Company and the Executive
entered into an Employment Agreement (the “Employment
Agreement”) dated as of October 16, 2002;
  WHEREAS, the Company and the Executive
desire to modify and amend the Employment Agreement as hereinafter set
forth.
  NOW, THEREFORE, the parties hereto hereby
covenant and agree as follows:
  1.           Definitions.  Capitalized
terms used in this Amendment that are not otherwise defined herein shall have
the meanings assigned to them in the Employment Agreement.
  2.           Amendment to Employment
Agreement.  The Employment Agreement is hereby amended as
follows:
  (a)           Section
5(d) is hereby added to the Employment Agreement as follows:
  “(d) In the event thatExecutiveis a
“specified employee” then, with respect to amounts payable or benefit provided
pursuant to this Section5which constitute payments under a “nonqualified
deferred compensation plan” within the meaning of Section 409A of theInternal RevenueCodeof 1986, as
amended (the “Code”), then all such
payments and benefits which are due within six-months of a “separation from
service” within the meaning of Section 409A of the Code shall be delayed until
the six-month anniversary of theExecutive’s
“separation from service”.”
  (b)           Section
5(e) is hereby added to the Employment Agreement as follows:
  “(e) TheCompanymay, in its
sole discretion, accelerate any “nonqualified deferred compensation plan” within
the meaning of Section 409A of the Code as permitted by Treasury Regulation
1.409A-3(j)(4).”
  (c)           Section
7(h) is hereby added to the Employment Agreement as follows:
  “(h) In the event of any inconsistency between any provision
of this Agreement and Section 409A of the Code, including any regulatory and
administrative guidance issued from time to time thereunder, the provisions of
Section 409A shall control.  It is the intention of the parties hereto
that this Agreement satisfy the requirements of Code Section 409A, and the
parties hereby agree to amend this Agreement as and when necessary or desirable
to conform to or otherwise properly reflect any guidance issued under Code
Section 409A after the date hereof without violating Code Section
409A.  In case any one or more provisions of this Agreement fails to
comply with the provisions of Code Section 409A, the remaining provisions of
this Agreement shall remain in effect, and this Agreement shall be administered
and applied as if the non-complying provisions were not part of this
Agreement.  The parties in that event shall endeavor to agree upon a
reasonable substitute for the non-complying provisions, to the extent that a
substituted provision would not cause this Agreement to fail to comply with Code
Section 409A, and, upon so agreeing, shall incorporate such substituted
provisions into this Agreement.”
  
  3.           Effectiveness of Employment
Agreement.  The Employment Agreement, as amended by this
Amendment, is in all respects ratified and confirmed and shall remain in full
force and effect unless and until it is terminated or amended in accordance with
its terms.
  4.
              General.
  (a)           This
Amendment shall be construed and enforced under and in accordance with the
internal laws of the State of Florida, without giving effect to conflicts of law
principles.
  (b)           This
Amendment shall be binding upon and inure to the benefit of the parties hereto,
and their respective heirs, legal representatives, successors and
assigns.
  (c)           This
Amendment may be executed in any number of counterparts, each of which shall
constitute an original, but all of which together shall constitute one and the
same instrument.
  2
 
 IN
WITNESS WHEREOF, each of the parties hereto has executed this Amendment as of
the date first above written.
 
 
 REGENCY
      AFFILIATES, INC.By:
                /s/
      Neil HassonName: 
      Neil HassonTitle:   
      Chief Financial Officer/s/ Laurence S. LevyLAURENCE
      S. LEVY