DISTRIBUTION
AGREEMENT

    


    


     

    PokerTek,
Inc.

     

    ("PokerTek")

    


    


     

    and

    


     

    Aristocrat
International Pty. Limited and its Affiliates

     

    ("Aristocrat")

    


    Dated:November
24, 2008

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    DISTRIBUTION
AGREEMENT

    


    


    THIS AGREEMENT is made on the
24th day of   November          
2008.

     

     

    
      	
              BETWEEN:

            	
              ARISTOCRAT INTERNATIONAL PTY.
      LIMITED (ABN   46 000 148 158) of 71 Longueville
      Road, Lane Cove, New South Wales, Australia, 2066 and its Affiliates
      ("Aristocrat")

            


    

     

    
      	
              AND:

            	
              POKERTEK, INC. a North
      Carolina corporation with its principal office at 1050 Crews Road, Suite
      J, Matthews, NC 28105 ("PokerTek")

            


    

     

    


     

    RECITALS:

     

    
      	
              A.  

            	
              PokerTek
      and Aristocrat (the “Parties”) entered into a Distribution Agreement on 21
      January 2006  (the “Previous Distribution
      Agreement”).  The Parties have agreed to revise the terms of the
      Previous Distribution Agreement, as set out herein.  The Parties
      agree that the terms and conditions of this Agreement supersede and
      replace all terms and conditions of the Previous Distribution
      Agreement.

            


    

     

    
      	
              B.  

            	
              PokerTek
      is the designer of the Products.

            


    

     

    
      	
              C.  

            	
              Aristocrat
      wishes to distribute, market, enter into Customer Agreements, and, with
      the written consent of PokerTek, have the option to manufacture the
      Product in the Territory.

            


    

    


    
      	
              D.  

            	
              PokerTek
      has agreed to grant and Aristocrat accepts, the right to distribute,
      market, enter into Customer Agreements, and, with the consent of PokerTek,
      to manufacture the Product in the Territory on the terms of this
      Agreement.

            


    

     

    
      	
              E.  

            	
              PokerTek
      has agreed to grant and Aristocrat accepts, the right to license
      PokerTek’s Intellectual Property Rights in the Products to Customers under
      the Customer Agreements and to Sub-Distributors under Sub-Distribution
      Agreements where appropriate.

            


    

     

     

    It
is agreed as follows:

    


    
      
        	
                1.  

              	
                Definitions
      and Interpretation

              


      

    

    


    1.1                   Definitions

    


    The
following definitions apply unless the context requires otherwise:

    


    Affiliates
means such corporate entities in the Aristocrat Group as are signatories to this
Agreement.  The Parties agree that further Aristocrat Group companies
may become party to this Agreement upon signature of a Deed of Variation
executed by both Parties.

     

    Agreement
means this agreement and attached schedules as may be amended or updated from
time to time between the Parties under this agreement.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    Approval
means any licence, permit, consent, agreement, requirement, approval,
authorisation or form of good standing of any kind required by any Regulator or
Gaming Authority whether relating to all or any Product or this Agreement or the
laws of any country into which the Product will be imported, rented or from
which the Product will be exported.

     

    Aristocrat
Group means Aristocrat Leisure Limited and any of its Related Bodies
Corporate.

     

    Aristocrat's
Documentation means written information drawings, technical,
operating and service manuals, diagrams, drawings, and any other documents
created by Aristocrat relating to or used in connection with the manufacture,
distribution, marketing and sale of the Product and whether produced in a
visible form or stored or recorded in another manner.

     

    Aristocrat's
Intellectual Property Rights means any and all intellectual and
industrial property rights in Aristocrat's Documentation and contained in
Aristocrat's distribution of the Product throughout the world including
copyright (including future copyright and rights analogous to copyright), moral
rights, inventions (including patents), trade marks, service marks, designs and
circuit layouts whether or not now existing and whether or not registrable
including any right to apply for the registration of such rights and all
renewals and extensions.

     

    Business Case
Threshold Test in relation to any jurisdiction means a qualitative
evaluation, in the Parties’ mutual discretion and following Aristocrat’s
reasonable and diligent inquiries, of the key business factors associated with
the commercialization or use of the Product under any future Customer Agreements
in that jurisdiction including, but not limited to, sales potential, profit
potential, costs and market entry, taxation rates, effects on other
jurisdictions, and likelihood of jurisdictional Approval.

     

    Business
Day means a weekday on which banks are open for business in the city
specified in the "Address" section of Aristocrat's details in the Party
Information.

     

    Commencement
Date means 21 January 2006.

     

    Confidential
Information means all information, data and materials, whether recorded
or embodied in electronic, written or three dimensional form or otherwise
relating to the Product and Aristocrat's Documentation or PokerTek's
Documentation, proposed new designs or products, existing and prospective
clients, sales, know how, pricing, trade secrets, marketing or promotion plans,
the terms of this Agreement and any other information relating in any way to the
business affairs of Aristocrat or PokerTek, excluding information that is in the
public domain other than as a result of breach of this Agreement.

     

    Control
for the purposes of this Agreement means the capacity of one entity to
determine the outcome of decisions about the financial, operating and management
policies of another entity (whether by ownership of securities or partnership or
other ownership interests, by contact or otherwise) and includes any ability to
exert significant influence.

     

    Customer means
any person or entity who expresses an interest in the Product or actually enters
into a Customer Agreement.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    Customer
Agreement means the agreement between Aristocrat and the Customer for the
use and installation of the Product.

     

    Event of
Default means:

     

    
      	
              (a)            
        

            	
              Subject
      to the provisions of clause 14.1(b), a breach of the terms of this
      Agreement by a Party;

            


    

     

    
      	
              (b)               

            	
              If
      either Party has an insolvency officeholder appointed over its undertaking
      or assets or any part thereof, or goes into liquidation (other than for
      the purpose of and followed by a solvent reconstruction or amalgamation)
      or takes any steps, or has any steps taken against it or in respect of it,
      in relation to its winding up, deregistration or dissolution or is unable
      to pay its debts as and when they fall due or stops or suspends or
      threatens to stop or suspend payment of all or a class of its debts or
      enters into or proposes any composition or arrangement with its creditors
      or any of them or any event occurs analogous to the foregoing;
      or

            


    

     

    
      	
              (c)               

            	
              a
      change of Control in relation to a
Party.

            


    

     

    Fault and
Faulty means:

     

    
      	
              (a)               

            	
              in
      relation to a Product any material failure of any item of that Product
      which substantially effects its operation or its ability to comply with
      the requirements of any applicable Gaming Authority or Regulator;
      and

            


    

     

    
      	
              (b)               

            	
              in
      relation to services, the negligent performance of the relevant
      services.

            


    

     

    Fee
Schedule means the fee schedule attached in Schedule 3 to this
Agreement.

     

    Gaming
Authority means a government or governmental body, agency or authority of
any kind with power to approve rights in respect of:

     

    
      	
               
      

            	
              (i)

            	
              manufacture,
      distribution, import/export, marketing, and sale or use of gaming
      machines;

            
	 	 	 
	 	      
              (ii)

            	gaming,
      wagering, lotteries or similar activities; or
	 	 	 
	 	      
              (iii)

            	the
      business activities of a Party.


    

     

    Law means
any principle at common law or in equity and any requirement under any
legislation, rule, instrument, code of practice, technical standard,
proclamation, ordinance or by law, present or future, whether State,
Commonwealth or otherwise.

     

    Lease Fee
means the fee charged by Aristocrat to the Customer pursuant to a
Customer Agreement under the Product Rental Model.

     

    License
Fees means any license fees payable by Aristocrat to PokerTek pursuant to
the Fee Schedule.

     

    Marks
means the trade marks, service marks, logos or other intellectual property
notified to Aristocrat in accordance with clause 13.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    Outright Purchase
Model means a model where a Product is sold outright to a Customer,
incorporating a perpetual Software licence.   Ownership of the
Product (with the exception of the PokerTek Intellectual Property Rights which
are licensed to the Customer under the Customer Agreement) at all times
transfers to the Customer, pursuant to clause 9.1(b).

     

    Parts
means parts and components of the Products.

     

    Party
Information means each Party's address for service set out in Schedule
1.

     

    PokerTek's
Documentation means written information drawings, technical, operating
and service manuals, diagrams, drawings, and any other documents created by
PokerTek relating to or used in connection with the Product and whether produced
in a visible form or stored or recorded in another manner.

     

    PokerTek's
Intellectual Property Rights means any and all intellectual and
industrial property rights in the Product, the Software and PokerTek's
Documentation throughout the world including but not limited to copyright
(including future copyright and rights analogous to copyright), moral rights,
inventions (including patents), trade marks, service marks, designs and circuit
layouts whether or not now existing and whether or not registrable including any
right to apply for the registration of such rights and all renewals and
extensions.

     

    Product
means the items listed in the Product Schedule and any ancillary hardware and
software and related products manufactured, distributed or supplied by PokerTek
during the Term to enhance or work in concert with the items listed in the
Product Schedule. For the avoidance of doubt, PokerTek at all times retains
Intellectual Property Rights in the Software contained in the
Product.

     

    Product
Price means the price charged by PokerTek to Aristocrat for the sale of
the Product, excluding any License Fees.  The Product Price will be
calculated in accordance with the Product Schedule hereto.

     

    Product Rental
Model means a model where a Product is leased or rented to a Customer,
incorporating a revocable Software licence.   Ownership of the
leased or rented Product (with the exception of the PokerTek Intellectual
Property Rights which are licensed to Aristocrat under this Agreement) all times
belongs to Aristocrat once the Product Price has been paid to
PokerTek.

     

    Product
Schedule means the Product schedule attached in Schedule 2 to this
Agreement.

     

    Regulator
includes a government or a governmental, semi-governmental or judicial entity or
authority. It also includes a self-regulatory organisation established under
statute or the rules of a stock exchange with power over a Party.

     

    Related Bodies
Corporate means, when used with reference to a Party, any entity that
directly or indirectly Controls or is Controlled by or is under common Control
with that Party.

     

    Restricted
Product means a product having electronic terminals at a physical and
traditional poker table, involving two or more players banked at the table
competing against each other for a common prize pool in a regulated
environment.  A traditional table poker game includes, but is not
limited to, the game of Texas Hold ‘em.

     

    Securities
Purchase Agreement means the securities purchase agreements dated on or
about the date of this Agreement between Aristocrat and certain shareholders of
PokerTek for the acquisition by Aristocrat of approximately nine hundred and
forty six thousand eight hundred (946,800) PokerTek shares.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    Software
means all software programs, data bases and data-conversion tools as may
be necessary from time to time in order to operate the Products which are
licensed by PokerTek to Aristocrat under this Agreement, including any upgrades
or enhancements thereto to enable Aristocrat to perform its obligations under
this Agreement.

     

    Sub-Distributor
means a third party distributor appointed by Aristocrat to distribute the
Product in any jurisdiction pursuant to clause 4.7(a).

     

    Sub-Distribution
Agreement means the agreement between Aristocrat and its Distributor for
the onward distribution to Customers.

     

    Term means
the period of four (4) years from the Commencement Date unless terminated or
extended in accordance with the terms of this Agreement.

     

    Territory
means the world other than Canada and the United States, and does not include
cruise ships, wherever located. The Territory may be added to by written
amendment to this Agreement in the sole discretion of the Parties, including the
determination as to whether the grant of distribution rights in such additional
regions shall be exclusive or non-exclusive.

     

    


    
      	
              1.2  

            	
              Interpretation

            


    

    


    Headings
are for convenience only and do not affect interpretation. The following rules
apply unless the context requires otherwise.

    


    
      	
              (a)  

            	
              The
      singular includes the plural, and the converse also
    applies.

            


    

    


    
      	
              (b)  

            	
              If
      a word or phrase is defined, its other grammatical forms have a
      corresponding meaning.

            


    

    


    
      	
              (c)  

            	
              A
      reference to a person includes a corporation, trust, partnership,
      unincorporated body or other entity, whether or not it comprises a
      separate legal entity.

            


    

    


    
      	
              (d)  

            	
              A
      reference to a clause is a reference to a clause of this
      Agreement.

            


    

    


    
      	
              (e)  

            	
              A
      reference to an agreement or document (including a reference to this
      Agreement) is to the agreement or document as amended, supplemented,
      novated or replaced, except to the extent prohibited by this Agreement or
      that other agreement or document.

            


    

    


    
      	
              (f)  

            	
              A
      reference to writing includes any method of representing or reproducing
      words, figures, drawings or symbols in a visible and tangible
      form.

            


    

    


    
      	
              (g)  

            	
              A
      reference to a Party to this Agreement or another agreement or document
      includes the Party's successors, permitted substitutes and permitted
      assigns (and, where applicable, the Party's legal personal
      representatives).

            


    

    


    
      	
              (h)  

            	
              A
      reference to legislation or to a provision of legislation includes a
      modification or re-enactment of it, a legislative provision substituted
      for it and a regulation or statutory instrument issued under
      it.

            


    

    


    
      	
              (i)  

            	
              A
      reference to conduct includes an omission, statement or undertaking,
      whether or not in writing.

            
	 	 
	      
              (j)

            	A
      reference to dollars and $ is to the currency of the United States of
      America.


    

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    
      	
              (k)  

            	
              A
      reference to a right or obligation of any two or more people comprising a
      single party confers that right, or imposes that obligation, as the case
      may be, on each of them severally and each two or more of them jointly. A
      reference to that party is a reference to each of those people separately
      (so that, for example, a representation or warranty by that party is given
      by each of them separately).

            


    

    


    
      	
              (l)  

            	
              Mentioning
      anything after includes, including, for example, or similar expressions,
      does not limit what else might be
included.

            


    

    


    
      	
              (m)  

            	
              Nothing
      in this Agreement is to be interpreted against a Party solely on the
      ground that the Party put forward this Agreement or a relevant part of
      it.

            


    

    


    
      	
              (n)  

            	
              A
      reference to an amount for which a person is contingently liable includes
      an amount that that person may become actually or contingently liable to
      pay if a contingency occurs, whether or not that liability actually
      arises

            


    

    


    
      
        	
                2.  

              	
                Appointment

              


      

    

    
      
        

      



    
      	
              (a)  

            	
              Subject
      to clause 5.2, PokerTek appoints Aristocrat for the Term and on the terms
      of this Agreement, to be its sole and exclusive distributor of the Product
      within the Territory and to market and distribute the Product within the
      Territory.

            


    

    


    
      	
              (b)  

            	
              If
      any Regulator withdraws, suspends or fails to approve any of the Product,
      this Agreement will continue to apply to the remaining Product for the
      remainder of the approved jurisdictions in the
  Territory.

            


    

    


    
      
        	
                3.  

              	
                Term
      of Appointment

              


      

    

    
      
        

      



    
      	
              (a)  

            	
              This
      Agreement commences on the Commencement Date and will continue for the
      Term unless terminated in accordance with this
  Agreement.

            


    

    


    
      	
              (b)  

            	
              On
      the expiry of the Term, this Agreement will continue for an additional
      nine (9) year term, subject to mutual agreement.  Thereafter,
      the Agreement will continue month to month until terminated by either
      Party on the giving of one (1) month's written notice to the other or
      until terminated in accordance with this
  Agreement.

            


    

     

    
      
        	
                4.  

              	
                Aristocrat’s
      Obligations

              


      

      

        
          

        

      

       

    

    
      
        
          	
                  4.1

                	
                  Obligations

                


        

      

    

     

    Aristocrat:

    


    
      	
              (a)  

            	
              must,
      at its own expense use reasonable endeavours to promote and enter into
      Customer Agreements for the Products in the Territory, it being understood
      that failure to promote the Products consistent with the level of
      promotion and support Aristocrat provides for its own products shall
      constitute less than reasonable
endeavours;

            


    

    


    
      	
              (b)  

            	
              may
      manufacture or procure the manufacture of the Products ordered by
      Customers under Customer Agreements for the Products, and in such
      circumstances Aristocrat must advise PokerTek of the cost of production
      for each Product, install, set up and test any Products supplied to
      Customers in the Territory in a proper and efficient manner for the
      benefit of Customers if requested by a Customer. Aristocrat and PokerTek
      will work together to identify the most efficient and highest quality
      manufacturer(s), with the selection of the manufacturer(s) being subject
      to the approval of both Parties. PokerTek shall have the right to
      pre-approve such arrangements on a case-by-case basis, such approval not
      to be unreasonably withheld.

            


    

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    The
previous paragraph notwithstanding, Aristocrat agrees that it shall provide
PokerTek at least twelve (12) months notice prior to entering into any
manufacturing relationship, such that PokerTek does not make supply chain
commitments based on Aristocrat sales forecasts, followed by Aristocrat choosing
to enter into a manufacturing relationship.

    


    
      	
              (c)  

            	
              must,
      at its own expense where agreed with the Customer, provide Customers who
      have acquired the Product with an after sale repair and maintenance
      service in respect of any Products in the Territory during the Term; and
      must maintain a sufficient number of trained post-sales repair engineers
      necessary to repair and maintain Products supplied by Aristocrat under a
      Customer Agreement in a timely and orderly manner.  Aristocrat
      may provide, or may appoint an agent to provide, training to the
      Customer’s own technicians in order that the Customer may perform
      after-sale repair and maintenance
directly.

            


    

    


    
      	
              (d)  

            	
              agrees
      to pay PokerTek the Product Price and any License Fees as set forth in
      this Agreement.  Aristocrat shall furnish PokerTek, along with
      each payment made to PokerTek as required by this Agreement, a list of
      Customers, and any other information as the Parties may agree from time to
      time. During the term of this Agreement, and for one (1) year thereafter,
      PokerTek may, upon reasonable request and notice to Aristocrat, audit
      Aristocrat's records relating to Customer Agreements and costs and
      receipts associated therewith. Such an audit shall not require documents
      dating back further than 5 years, and shall be conducted during normal
      business hours at a time and place acceptable to both Parties. Such audit
      will be conducted at PokerTek's expense, unless the audit reveals that
      Aristocrat has underpaid fees by more than five percent (5%) of the fees
      actually paid to PokerTek, in which case Aristocrat shall in addition to
      the deficiency, also pay PokerTek's reasonable costs of conducting the
      audit. PokerTek shall not be entitled to perform such audits more than
      once every twelve (12) months.

            


    

    


    
      	
              4.2  

            	
              Authority

            


    

     

    Nothing
in this Agreement:

    


    
      	
              (a)  

            	
              gives
      either Party the power to bind the other to any contract or arrangement of
      any kind;

            


    

    


    
      	
              (b)  

            	
              will
      constitute or create a partnership, agency, employment or joint venture
      relationship between Aristocrat and
PokerTek;

            


    

    


    
      	
              (c)  

            	
              will
      prevent Aristocrat from manufacturing, selling, promoting, distributing or
      entering into any other commercial arrangements in relation to
      products:

            


    

     

    
      	
              i)        
        

            	
              which
      is not a Restricted Product; or

            


    

     

    
      	
              ii)           

            	
              which
      have been developed or were in development by Aristocrat prior to the date
      of signature of this Agreement; or

            


    

     

    
      	
              iii)           

            	
              which
      are subsequently added to this Agreement pursuant to clause
      5.1(b),

            


    

     

    except
that during the Term and for a period of two (2) years thereafter, subject
always to clause 4.2(c)(ii), neither Aristocrat, nor any of its Affiliates or
Related Bodies Corporate, will manufacture, sell, promote or distribute any
Restricted Product which competes directly with the Product.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    
      	
              (d)

            	
              The
      Parties agree that the non-compete provisions set out in paragraph (c)
      above will not apply in the event Aristocrat
      terminates  pursuant to clause 8.3(a), or this Agreement becomes
      non-exclusive in nature pursuant to clause
5.2.

            


    

     

    
      	
              4.3  

            	
              Marketing

            


    

    


    
      	
               
      

            	
              Aristocrat
      will, at its own expense and in its sole
  discretion:

            


    

    


    
      	
              (a)  

            	
              investigate
      distribution opportunities in the Territory, visit Customers and potential
      Customers to increase the distribution of the
  Product;

            


    

    


    
      	
              (b)  

            	
              submit
      a written report at the end of every 6 month period to PokerTek
      showing

            


    

    
      	
               
      

            	
              details
      of Product distribution and forecasts and suggestions concerning
      the

            


    

    
      	
               
      

            	
              Products
      and activities of competitors within the
  Territory;

            


    

    


    
      	
              (c)  

            	
              develop
      and carry on satisfactory promotional programmes to the extent these are
      permitted within the local jurisdiction, including mailing list,
      advertising and participation in trade, professional and other meetings,
      exhibitions and fairs; and

            


    

    


    
      	
              (d)  

            	
              train
      its sales force to sell the Products
  effectively.

            


    

     

    
      
        	
                4.4

              	Customer
Agreements


      

       

    

    Aristocrat
must ensure that each Customer who is supplied with a Product enters into and is
bound by a Customer Agreement which contains terms which are consistent with
Product recall provisions and regulatory and compliance obligations under this
Agreement that materially conform to an agreed format for Customer Agreements,
subject to local jurisdictional requirements.  PokerTek shall have the
opportunity to approve any material deviations from the agreed format, such
approval not to be unreasonably withheld.

    


    
      	
              4.5  

            	
              Duty
      to Disclose

            


    

    


    Aristocrat
must advise PokerTek of any claims or complaints concerning the Products and, if
requested by PokerTek, forward a written report setting out all its knowledge
concerning any claim or complaint.

    


    
      	
              4.6  

            	
              Regulatory
      Approvals

            


    

    


    Subject
to the relevant jurisdiction meeting a Business Case Threshold Test, Aristocrat
must at its own cost apply for and use reasonable endeavours to obtain and
maintain such Approvals as are required to allow Aristocrat to fulfil its
obligations under this Agreement. In the event Aristocrat or, where relevant,
the Sub-Distributor for that Territory fails to obtain and maintain such
Approvals in a particular jurisdiction in a mutually agreed timeframe,
Aristocrat agrees that PokerTek may facilitate sales in such jurisdictions
through any other means in its discretion, including but not limited to direct
sales or the appointment of an alternative distributor, without prejudice to
Aristocrat’s rights to continue to seek such Approvals and if successful,
continue to operate in such jurisdictions on a non-exclusive basis.

     

    However,
the previous paragraph notwithstanding, in the event that Aristocrat has failed
to obtain and maintain such Approvals and where PokerTek has elected to proceed
directly or with a second source, Aristocrat agrees that it shall not engage
with customers or potential customers in such country or jurisdiction without
PokerTek’s prior consent, which shall not be unreasonably withheld.


     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    
      
        	
                4.7  

              	
                      
                  Aristocrat’s
      Rights

                

              


      

    

    


    Aristocrat
may, at its own expense:

    


    
      	
               
      

            	
              (a)

            	
              Appoint,
      upon PokerTek’s prior written consent, not to be unreasonably withheld, a
      third party Sub-Distributor to distribute the Products in any jurisdiction
      in the Territory, provided the Sub-Distributor agrees to lease/sell to the
      Customer on terms materially in accordance with the terms of Aristocrat’s
      standard Customer Agreements and provided the terms upon which the
      Distributor is appointed are agreed by Aristocrat and PokerTek in
      writing;

            


    

    


    
      	
               
      

            	
              (b)

            	
              Offer
      a free trial period to Customers of up to 90 days, provided this is
      clearly documented in the Customer Agreement;
  and

            


    

    


    
      	
               
      

            	
              (c)

            	
              In
      its sole discretion, elect to re-deploy (i.e. lease or
      sell)  Products to new Customers upon the expiry of Customer
      Rental Agreements, with Licence Fees payable to PokerTek to be calculated
      at 50% of revenue received from Customers, assuming the initial cost of
      the Product has been recouped by Aristocrat.  Should this not be
      the case, apportionment will be as agreed by the Parties from time to
      time, until recoupment has occurred.  Aristocrat shall be
      entitled to deduct the cost of Product refurbishment from any licence fees
      payable to PokerTek

            


    

    


    


    
      
        	
                5.  

              	
                PokerTek’s
      Rights

              


      

    

    


    
      	
              5.1  

            	
              Right
      to vary the Products

            


    

    


    PokerTek
may vary the Product Schedule at any time either by:

    


    
      	
              (a)  

            	
              other
      than in respect of PokerPro, deleting a specified product or class of
      products from the Product Schedule if PokerTek ceases to manufacture that
      product or class of products, provided always that PokerTek give
      Aristocrat reasonable prior written notice of any cessation of such
      manufacture.  PokerTek shall however provide Aristocrat with
      quarterly R&D roadmap reviews, in a forum to be agreed by the Parties,
      in order to facilitate maximum visibility for Aristocrat of the
      PokerTek  R&D schedule;
or

            


    

    


    
      	
              (b)  

            	
              other
      than in relation to Products which are ancillary to Products already
      listed in the Product Schedule, the addition to the Product Schedule of a
      further product or class of Products, subject to PokerTek obtaining
      Aristocrat’s prior agreement in writing, such agreement not to be
      unreasonably withheld.

            


    

    


    
      	
              5.2  

            	
              Right
      to Revoke Aristocrat’s Exclusivity

            


    

     

    PokerTek
shall have the option to revoke Aristocrat’s exclusive status as distributor of
the Products:

    


    
      	
              (i)  

            	
              should
      Aristocrat fail to install a minimum of one hundred (100) units of the
      Product by 1 January 2009.  In such circumstances PokerTek will
      have the right, but not the obligation, to pursue second source
      distributors where it reasonably considers it is appropriate to do
      so;

            


    

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    
 

    
      	
              (ii)  

            	
              should
      Aristocrat fail to install a minimum of two hundred (200) units of the
      Product by 1 January 2010. In such circumstances PokerTek will have the
      right, but not the obligation, to pursue second source distributors where
      it reasonably considers it is appropriate to do
  so;

            


    

    


    
      	
              (iii)  

            	
              where
      PokerTek considers in its reasonable discretion that Aristocrat is failing
      to comply with its obligations under clauses 4.1(a) and 4.6 of this
      Agreement in any individual country or jurisdiction.  In such
      circumstances, PokerTek must first provide written notice to Aristocrat,
      detailing its concerns and the remedial action required.  In the
      event Aristocrat fails to perform the remedial action within 90 days from
      receipt of the written notice to PokerTek’s reasonable satisfaction,
      PokerTek may then elect to pursue second source distributors in that
      country or jurisdiction. In the event that PokerTek so elects, Aristocrat
      agrees that it shall not engage with customers or potential customers in
      such country or jurisdiction without PokerTek’s prior consent, which shall
      not be unreasonably withheld.

            


    

    


    
      	
              (iv)  

            	
              Where
      the Parties otherwise agree in writing to revert to a non-exclusive status
      in any particular jurisdiction.

            


    

    


    but for
the avoidance of doubt, Aristocrat reserves the right to distribute the Product
on a non-exclusive basis in any such jurisdiction, provided that PokerTek does
not revoke such right pursuant to the terms of this Agreement.

    


    
      
        	
                6.  

              	
                PokerTek’s
      Obligations

              


      

    

    


    
      	
              6.1  

            	
              General
      obligations

            


    

    


    PokerTek  will
at its own expense:

    


    
      	
              (a)  

            	
              Until
      such time as an alternative manufacturer is identified in accordance with
      clause 4.1(b), manufacture or procure the manufacture of the Products on
      the following terms:

            


    

    


    
      	
              (i)  

            	
              PokerTek
      must ensure that the quality of Products is sufficient and fit for the use
      to which they will be put by Aristocrat and must use reasonable commercial
      efforts to ensure and procure that Aristocrat is entitled to the full
      benefit of the manufacturer’s warranties and indemnities in respect of all
      parts.  In the absence of agreement to the contrary, PokerTek
      must use reasonable commercial efforts to ensure that all Products must
      comply and conform in all respects
with:

            


    

    


    
      	
              (a)  

            	
              all
      Approval and certification requirements relating to the Product necessary
      or agreed to be desirable  under applicable international
      law;

            


    

     

    
      	
              (b)  

            	
              all
      applicable Australian Standards which are relevant to the Product or
      otherwise the Australian standards agreed between the
    Parties;

            


    

     

    
      	
              (c)  

            	
              all
      EU Directives which have been notified to
  PokerTek.

            


    

     

    
      	
              ii)  

            	
              PokerTek
      warrants that it has used reasonable commercial efforts to ensure that all
      Products at the time of delivery are free from defects in design,
      materials or workmanship and will be manufactured to fully comply with the
      requirements set out in sub-clause i)
above.

            


    

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    
      	
              iii)  

            	
              PokerTek
      will provide a 6 month warranty against faulty or defective Products
      and/or Parts from the date of delivery to Aristocrat of the Products
      and/or Parts.  In the event Aristocrat or the Customer
      identifies a faulty or defective Product or Part during the warranty
      period, PokerTek agrees to provide a replacement as soon as reasonably
      possible.

            


    

     

    
      	
              iv)  

            	
              PokerTek
      must maintain effective quality control procedures to ensure early
      warning, corrective action notification and follow up, including if
      necessary obtaining products from alternative
  sources;

            


    

     

    
      	
              v)  

            	
              In
      the event any Product or consignment of Product does not meet the
      requirements set out in sub-clause i)
above:

            


    

     

    
      	
              a)  

            	
              PokerTek
      must promptly, upon demand by Aristocrat, reimburse Aristocrat for any
      amount paid by Aristocrat and for the actual and reasonable costs and
      expenses incurred in arranging the return of the
  Products;

            


    

    


    
      	
              b)  

            	
              PokerTek
      must bear all costs involved in or arising in relation to modifying and
      reworking the Product to comply with the requirements set out in
      sub-clause i) above;

            


    

    


    
      	
              vi)  

            	
              Where
      a Product is updated, modified or produced in a new version, PokerTek must
      provide Aristocrat with all information and documentation, including
      technical data, specifications, manuals and software documentation
      relating to the Product;

            


    

     

    
      	
              vii)  

            	
              where
      Aristocrat considers that any Product or Part is unsatisfactory,
      defective, of inferior quality or workmanship, Aristocrat may, without
      prejudice to any other right or remedy available to Aristocrat, reject
      those Products by notice in writing to PokerTek setting forth in
      reasonable detail the facts and circumstances that lead to Aristocrat’s
      contention.  PokerTek shall ship a replacement Product or
      Part  within 14 days of notice of
  rejection.

            


    

     

    
      	
              (b)  

            	
              provide
      Aristocrat with training in the installation, operation, maintenance and
      servicing of the Products as may be reasonably required by Aristocrat at a
      location and on terms to be mutually agreed between the
      Parties;

            


    

     

    
      	
              (c)  

            	
              provide
      Aristocrat with English, Spanish, French and German language versions of
      sales literature and brochures regarding the Products, as are reasonably
      required by Aristocrat and provide Aristocrat with equivalent language
      versions of installation, maintenance, service and operating manuals and
      other technical information regarding the Products as are reasonably
      required by Aristocrat;

            


    

     

    
      	
              (d)  

            	
              advise
      Aristocrat of all new developments, updates and improvements relating to
      the
      Products and provide them in a timely manner to
      Aristocrat;

            


    

    
      	
               
      

            	
            


    

    
      	
              (e)  

            	
              obtain
      and maintain all current Approvals of any Regulator which are in existence
      at the date of this Agreement; and

            


    

    


    
      	
              (f)  

            	
              at
      its expense make any reasonably necessary changes to the Product, in a
      timely and effective manner, as may be advised by Aristocrat (and to which
      PokerTek agrees) or that is required by any Gaming Authority in order to
      obtain any Approval or otherwise to enable Aristocrat to discharge its
      obligation to market and enter into Customer Agreements for the Products
      in the Territory. In order to establish these requirements the Parties
      will jointly agree an annual business plan by no later than 1 December in
      any one year for the sales of the following calendar year. Once the annual
      business plan has been agreed, PokerTek agrees to provide the necessary
      resources, at its cost and in a timely and effective manner, required for
      Aristocrat to achieve the annual business plan, if so requested by
      Aristocrat. In jointly developing the annual business plan, the Parties
      will consider changes to the Product that would be necessary to market the
      Product in the different jurisdictions in the Territory and PokerTek will
      not be required to make any such changes where PokerTek forms the view,
      based on reasonable enquiries and after providing such information as may
      reasonably be requested by Aristocrat, that the cost of such changes
      outweigh the reasonably anticipated benefits of being able to market the
      Product in the relevant jurisdiction in the Territory. The Parties further
      agree that in this event the annual business plan will be modified to take
      account of the change in
circumstances.

            


    

    


    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    


    
      
        	
                7.  

              	
                Orders

              


      

    

    


    
      	
              7.1  

            	
              All Orders for the Products
      and Parts will be placed by Aristocrat International Pty Limited (AI) or
      an Affiliate of AI unless advised otherwise in
  writing.

            


    

    


    
      	
              7.2  

            	
              When
      AI or an Affiliate of AI wishes to place an Order for Products and/or
      Parts, it shall send a signed Purchase Order Form (in a form to be agreed
      between the Parties) to PokerTek.  Unless the Parties agree
      otherwise, AI/the relevant Affiliate shall only place an order for
      Products and/or Parts following signature of a Customer
      Agreement.

            


    

    


    
      	
              7.3  

            	
              An
      Order shall be treated as an offer by AI/the relevant Affiliate to
      contract with PokerTek, but shall not be binding on AI/the relevant
      Affiliate until accepted by PokerTek in accordance with clause
      7.4.

            


    

    


    
      	
              7.4  

            	
              PokerTek must accept the Order
      using an Order Confirmation or other means on which the Parties may
      mutually agree, and such Order Confirmation shall be treated as acceptance
      of AI/the relevant Affiliate's Order. Upon shipment, PokerTek will
      thereafter send an invoice to AI/the relevant Affiliate for Products at
      the Product Price, exclusive of taxes. Upon receipt of PokerTek’s Order
      Confirmation, Shipment Information and invoice, AI/the relevant Affiliate
      promptly will wire payment to PokerTek for the invoice
      amount.

            


    

    


    
      	
              7.5  

            	
              Shipping
      will occur using AI/the relevant Affiliate’s designated carrier and using
      AI/the relevant Affiliate’s shipping account. In the event PokerTek pays
      for shipment, AI/the relevant Affiliate will reimburse within thirty days
      of receipt of corresponding invoice. Payment shall only become due once
      the Products are delivered to the designated
  carrier.

            


    

    


    
      	
              7.6  

            	
              Title
      in the Products and/or Parts (excluding PokerTek’s Intellectual Property
      Rights) and risk in the Products and/or Parts passes to AI/the relevant
      Affiliate upon shipping.

            


    

    


    
      	
              7.7  

            	
              For
      Parts orders, PokerTek will invoice Affiliates of AI at prices to be
      agreed between the Parties, exclusive of
taxes.

            


    

    


    
      	
              7.8  

            	
              On
      the presentation of an invoice by PokerTek for the parts at the agreed
      price, such invoice will be paid within 30 days of receipt by AI or the
      relevant AI Affiliate, provided the Products and/or Parts are in
      Aristocrat’s possession by this date.  In the event the Products
      and/or Parts have not been received by Aristocrat 30 days following
      receipt of the invoice, Aristocrat will pay such invoice upon receipt of
      the Products and/or Parts into its inventory management
      system.

            


    

    


    
      	
              7.9  

            	
              With
      regard to Licence Fees, such fees will be paid by AI or the relevant
      Affiliate to PokerTek on presentation of an invoice within thirty (30)
      days of receipt of such invoice net of any withholding taxes, value added
      taxes and the like, the payment of which shall be the sole obligation of
      Aristocrat unless otherwise agreed in writing. All payments of such
      amounts shall be in United States dollars and, in the case of receipts of
      Aristocrat in other currencies, based on the exchange rate effective on
      the date of receipt by Aristocrat.

            


    

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    
      	
              7.10  

            	
              During
      the term of this Agreement or until such time as Aristocrat sources an
      alternative source of the Products pursuant to clause 4.1(b) and for one
      (1) year thereafter, Aristocrat may, upon reasonable request and notice to
      PokerTek, audit PokerTek’s records relating to the manufacture of the
      Products and associated costs. Such an audit shall be conducted during
      normal business hours at a time and place acceptable to both Parties. Such
      audit will be conducted at Aristocrat's expense. Aristocrat shall not be
      entitled to perform such audits more than once every twelve (12)
      months.

            


    

     

    
      	
              7.11  

            	
              In
      the event the Parties agree that Aristocrat may manufacture or procure the
      manufacture of the Products under clause 4.1(b), all Parts provided by
      Aristocrat to a Customer will be sourced by Aristocrat from one or more
      manufacturers chosen by the Parties in accordance with Section 4.1(b) or
      in the alternative, with the consent of PokerTek, manufactured by
      Aristocrat. In any case, the Product must be manufactured to PokerTek's
      specifications. At agreed periodic reporting intervals, Aristocrat will
      use reasonable endeavours to inform PokerTek in writing of its forecast of
      the number of each type of the Product which it expects to be supplied to
      a Customer.

            


    

     

    
      
        	
                8.  

              	
                Regulatory
      Matters

              


      

    

    


    
      	
              8.1  

            	
              Compliance

            


    

    


    
      	
              (a)  

            	
              Aristocrat
      is licensed by or otherwise subject to the authority of various Regulators
      and Gaming Authorities. PokerTek will provide Aristocrat with
      documentation, information and assurances regarding itself, any directors,
      officers, principal employees, brokers, agents or others as may be
      necessary in order for Aristocrat to comply with the requests or
      requirements of any Regulator or Gaming
  Authority.

            


    

    


    
      	
              (b)  

            	
              This
      Agreement:

            


    

    


    
      	
              (i)  

            	
              is
      intended to authorise and facilitate the distribution of Product in a
      lawful manner only and is subject to and conditional upon compliance with
      all applicable laws dealing with the Product in the Territory;
      and

            


    

    


    
      	
              (ii)  

            	
              will
      be deemed not to require or authorise any act or transaction except
      as may be in full compliance with all legal requirements in the
      Territory or
elsewhere.

            


    

    


    
      	
              (c)  

            	
              PokerTek
      will cooperate with any licensing proceedings, governmental investigations
      and approvals required of it by the Regulator or Gaming
      Authority.

            


    

     

    
      	
              8.2  

            	
              Co-operation

            


    

    


    
      	
              (a)  

            	
              PokerTek
      acknowledges and agrees that:

            


    

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    
 

    
      	
              (i)  

            	
              Aristocrat
      is and its Related Bodies Corporate are subject to various gaming laws and
      regulations imposed by Gaming Authorities and accordingly is obliged to
      conduct its affairs in a manner which is both ethical and in accordance
      with the laws, regulations, policies and requirements imposed by the
      Gaming Authorities;

            


    

    


    
      	
              (ii)  

            	
              Aristocrat
      may be required or requested by a Gaming Authority to disclose details of
      this Agreement and Aristocrat's dealings with PokerTek under this
      Agreement; and

            


    

    


    
      	
              (i)  

            	
              PokerTek
      must fully cooperate with Aristocrat and, at Aristocrat's request, with
      any Gaming Authority in relation to any information reasonably requested
      or otherwise required to be disclosed to a Gaming Authority including
      providing the Gaming Authority with copies of all documents and other
      information in the possession, custody or control of PokerTek, its
      officers, directors, employees or
agents.

            


    

     

    
      
        	
                8.3  

              	Termination
Rights


      

    

    


    
      	
              (a)  

            	
              Aristocrat
      may immediately terminate this Agreement, without penalty or additional
      liability, by written notice to PokerTek
on:

            


    

    


    
      	
              (i)        
      

            	
              PokerTek’s
      failure to apply for, obtain or maintain any material licences, permits
      and approvals from any Regulator or Gaming Authority necessary for
      PokerTek to perform this Agreement or comply with applicable
      laws;

            


    

    


    
      	
              (ii)        

            	
              the
      making of an order or recommendation by any Regulator or Gaming Authority
      requiring or recommending the termination of this
    Agreement;

            


    

    


    
      	
              (iii)        

            	
              the
      reasonable belief of Aristocrat that the continuation of this Agreement
      will have a detrimental impact on the ability of Aristocrat and its
      Related Bodies Corporate (or any of them) to be qualified or to hold or
      maintain any licence, permit or approval issued or to be granted by any
      Regulator or Gaming Authority;

            


    

    


    
      	
              (iv)        

            	
              the
      commission of any act or anything that is or will be an offence involving
      moral turpitude under federal, state or local laws, or which in the
      opinion of Aristocrat brings PokerTek into public disrepute, contempt,
      scandal or ridicule, or which insults or offends the
      community;

            


    

    


    
      	
              (v)        

            	
              disapproval
      of this Agreement by any Regulator or
Gaming

            


    

    
      	
               
      

            	
              Authority
      having jurisdiction over such
matters;

            


    

    
      	
              (vi)        

            	
              PokerTek's
      insolvency within the meaning of any state or federal
  law;

            


    

    


    
      	
              (vii)        

            	
              any
      involuntary petition for bankruptcy filed against PokerTek, or PokerTek
      files for bankruptcy or is adjudicated a bankrupt under any state or
      federal law; or

            


    

    


    
      	
              (viii)        

            	
              PokerTek's
      assignment for the benefit of creditors or PokerTek enters into any
      similar arrangement for the disposition of its assets for the benefit of
      creditors.

            


    

    


    
      	
              (b)  

            	
              For
      the purpose of clause 8.3(a), Aristocrat’s right to terminate without
      liability means that Aristocrat may terminate without any liability to
      PokerTek for any damages, losses, costs charges or expenses suffered or
      incurred directly or indirectly by PokerTek as a result of or in
      connection with such termination regardless of whether such liability
      might otherwise arise in contract, tort, for negligence, under Law (to the
      maximum extent permitted) or otherwise and whether that damage is direct,
      indirect, consequential, special or otherwise including but not limited to
      loss profits, lost opportunity, lost savings, lost contract, business
      interruption. Without limitation, this exclusion applies to all liability
      for consequential losses, lost profits, lost opportunity, loss of good
      will and all other direct and indirect losses of any
  kind.

            


    

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    
 

    
      	
              (c)  

            	
              PokerTek
      may immediately terminate this Agreement, without penalty or liability, by
      written notice to Aristocrat, on:

            


    

    


    
      	
              (i)        

            	
              Aristocrat's
      failure to apply for, obtain or maintain any material licences, permits
      and approvals from any Regulator or Gaming Authority necessary for
      Aristocrat to perform this Agreement or comply with applicable
      laws;

            


    

    


    
      	
              (ii)        

            	
              the
      making of an order or recommendation by any Regulator or Gaming Authority
      requiring or recommending the termination of this
    Agreement;

            


    

    


    
      	
              (iii)        

            	
              the
      reasonable belief of PokerTek that the continuation of this Agreement will
      have a detrimental impact on the ability of PokerTek to be qualified or to
      hold or maintain any licence, permit or approval issued or to be granted
      by any Regulator or Gaming
Authority;

            


    

    


    
      	
              (iv)        

            	
              the
      commission of any act or anything that is or will be an offence involving
      moral turpitude under federal, state or local laws, or which in the
      opinion of PokerTek brings Aristocrat into public disrepute, contempt,
      scandal or ridicule, or which insults or offends the
      community;

            


    

    


    
      	
              (v)        

            	
                  disapproval
      of this Agreement by any Regulator or Gaming Authority
      having jurisdiction over such
matters;

            


    

    


    
      	
              (vi)        

            	
                  Aristocrat's
      insolvency within the meaning of any state or federal
  law;

            


    

    


    
      	
              (vii)        

            	
                  any
      involuntary petition for bankruptcy filed against Aristocrat, or
      Aristocrat files for bankruptcy or is adjudicated a bankrupt under any
      state or federal law; or

            


    

    


    
      	
              (viii)        

            	
              Aristocrat's
      assignment for the benefit of creditors or Aristocrat enters
      into any similar arrangement for the disposition of its assets for
      the benefit of
creditors.

            


    

    


    
      	
              (d)

            	
              For
      the purpose of clause 8.3(c), PokerTek’s right to terminate without
      liability means that PokerTek may terminate without any liability to
      Aristocrat or any of its Related Bodies Corporate for any damages, losses,
      costs, charges or expenses suffered or incurred directly or indirectly by
      Aristocrat or any of its Related Bodies Corporate as a result of or in
      connection with such termination regardless of whether such liability
      might otherwise arise in contract, tort, for negligence, under Law (to the
      maximum extent permitted) or otherwise and whether that damage is direct,
      indirect, consequential, special or otherwise including but not limited to
      lost profits, lost opportunity, lost savings, lost contract, business
      interruption. Without limitation, this exclusion applies to all liability
      for consequential losses, lost profits, lost opportunity, loss of goodwill
      and all other direct and indirect losses of any
  kind.

            


    

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    
      	
              (e)

            	
              PokerTek
      acknowledges that an Approval may require Aristocrat to provide support
      for the Product for a period of time after the installation of the
      Product. Notwithstanding the termination of this Agreement by PokerTek
      pursuant to the provisions of this sub-clause, such termination will not
      impede or prevent Aristocrat from complying with the terms of any Approval
      and PokerTek will provide reasonable assistance to Aristocrat to enable
      compliance with the terms of any such
Approval.

            


    

    


    
      
        	
                9.  

              	
                Intellectual
      Property

              


      

    

    
      
        

      



    
      	
              9.1  

            	
              PokerTek’s
      Intellectual Property

            


    

    


    
      	
              (a)  

            	
              PRODUCT
      RENTAL MODEL

            


    

    


    
      	
              (i)

            	
              In
      consideration of the Licence Fees payable pursuant to the Fee Schedule,
      PokerTek hereby grants to Aristocrat an exclusive (except as expressly set
      forth herein), non-transferable license for the duration of this Agreement
      (including a right to sub-license to Customers) to use the Software in the
      Products in the Territory solely in connection with discharging its
      obligations under this Agreement.

            


    

    


    
      	
              (ii)

            	
              PokerTek
      further grants to Aristocrat a royalty-free, non transferable license for
      the duration of this Agreement (including a right to sub-license to
      Customers to effectuate this Agreement only) to use the remainder of
      PokerTek’s Intellectual Property Rights in the Territory for the duration
      of this Agreement solely in connection with discharging its obligations
      under this Agreement.

            


    

    


    
      	
              (b)  

            	
              OUTRIGHT
      PURCHASE MODEL

            


    

    


    
      	
              (i)  

            	
              In
      consideration of the Product Price, PokerTek grants to Aristocrat an
      exclusive perpetual, irrevocable, non-transferable, fully paid-up license
      (including a right to sub-license to Customers) to use the Software in the
      Products in the Territory solely in connection with discharging its
      obligations under this Agreement.  For the sake of clarity, the
      Parties agree that an Outright Purchase includes critical software
      upgrades, but does not include non-critical upgrades and enhancements to
      the Product except as PokerTek may otherwise agree in its sole
      discretion.

            


    

    


    
      	
              (ii)  

            	
              PokerTek
      further grants to Aristocrat an exclusive perpetual, irrevocable,
      non-transferable, fully paid-up license (including a right to sub-license
      to Customers) to use the remainder of PokerTek’s Intellectual Property
      Rights in the Territory for the duration of this Agreement solely in
      connection with discharging its obligations under this
      Agreement.

            


    

     

    
      	
              9.2  

            	
              Aristocrat
      agrees:

            


    

    


    
      	
              (a)  

            	
              that
      PokerTek's Documentation and PokerTek's Intellectual Property Rights are
      owned or licensed by PokerTek;

            


    

    


    
      	
              (b)  

            	
              to
      only use PokerTek's Intellectual Property Rights in conjunction with the
      normal operation of the Product and as specified in PokerTek's
      Documentation;

            


    

    


    
      	
              (c)  

            	
              not
      to copy, modify, adopt, disassemble, decompile, reverse engineer or
      otherwise attempt to derive any source code comprising the Product or
      merge PokerTek's Intellectual Property Rights with any other computer
      software, hardware or any other
matter;

            


    

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    
      	
              (d)  

            	
              not
      to distribute, supply, give, sell, sub-licence or otherwise dispose of
      PokerTek's Intellectual Property Rights separately from the Product or
      remove any of PokerTek's Intellectual Property Rights from the
      Product;

            


    

    


    
      	
              (e)  

            	
              not
      to remove, alter of otherwise tamper with any proprietary notice, serial
      number, compliance plate or any other seal affixed to the Product or any
      media on which same is stored or
recorded;

            


    

    


    
      	
              (f)  

            	
              to
      take all reasonable steps to ensure that all of PokerTek's Intellectual
      Property Rights are secure; and

            


    

    


    
      	
              (g)  

            	
              at
      the request of PokerTek and at PokerTek's expense, to provide reasonable
      assistance to PokerTek in taking all steps to defend PokerTek's
      Intellectual Property Rights in the
Territory.

            


    

    


    
      	
              9.3  

            	
              Aristocrat’s
      Intellectual Property

            


    

    


    PokerTek agrees:

    


    
      	
              (a)  

            	
              that
      Aristocrat’s Documentation and Aristocrat’s Intellectual Property Rights
      are owned or licensed by Aristocrat;
and

            


    

    


    
      	
              (b)  

            	
              at
      the request of Aristocrat and at Aristocrat’s expense, to provide
      reasonable assistance to Aristocrat in taking all steps to defend
      Aristocrat’s Intellectual Property Rights in the
  Territory.

            


    

    


    
      
        	
                10.  

              	
                Aristocrat’s
      Warranties

              


      

    

    
      
        

      

    

     

    Aristocrat
represents and warrants during the Term that:

    


    
      	
              (a)  

            	
              it
      has sufficient resources to perform its duties including the assignment of
      adequately trained personnel who are fully conversant with the Product and
      all aspects of the relationship created by this Agreement and will obtain
      the equipment and tools necessary to install and repair the Product;
      and

            


    

    


    
      	
              (b)  

            	
              it
      has the authority to enter into this
Agreement.

            


    

    


    


    
      
        	
                11.  

              	
                PokerTek’s
      Warranties

              


      

    

    
      
        

      



    PokerTek represents and warrants during
the Term that:

    


    
      	
              (a)  

            	
              it
      has the authority to enter this Agreement and grant the rights to
      Aristocrat pursuant to this
Agreement;

            


    

    


    
      	
              (b)  

            	
              the
      Product is:

            


    

    


    
      	
              (i)   
       

            	
              free
      from any lien or encumbrance;

            


    

    


    
      	
              (ii)   
       

            	
              when
      delivered, PokerTek will be compliant with the requirements of the Gaming
      Authority for the applicable jurisdiction within the Territory;
      and

            


    

    


    
      	
              (iii)   
       

            	
              the
      distribution or use of the Product does not and will not infringe any
      intellectual property rights of any third party in the
      Territory.

            


    

     

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

    Except as
set forth in this Agreement and for any express warranties provided with the
Product, PokerTek makes no other warranty, express or implied with respect to
the Product.

    


    


    
      
        	
                12.  

              	
                Continuity
      of Supply

              


      

    

    
      
        

      



    
      	
              (a)  

            	
              If
      Aristocrat notifies PokerTek in writing within the Term that the relevant
      Product is Faulty as a result of faulty design or until such time as
      Aristocrat assumes responsibility for manufacturing pursuant to 4.1(b),
      PokerTek will at its cost and at Aristocrat or the Customer's option (as
      the case may be), repair or replace the relevant Product and Aristocrat
      will, if requested by PokerTek, return the relevant Product to PokerTek at
      PokerTek’s cost.

            


    

    


    
      	
              (b)  

            	
              PokerTek
      agrees to deposit a copy of the source code relating to all computer
      software incorporated in the Product with the escrow agent named in
      PokerTek's current source code escrow agreement (the "Escrow Agent").
      PokerTek shall deposit with the Escrow Agent, updated versions of the
      source code within thirty (30) days of delivery of each new release, if
      any, to Aristocrat. Upon written request, PokerTek shall deliver to
      Aristocrat a copy of the current source code escrow agreement. In the
      event PokerTek (i) ceases operations, initiates or becomes subject to
      bankruptcy or receivership proceedings seeking liquidation, reorganization
      or other relief with respect to its debt not dismissed within thirty (30)
      days, (ii) suspends or discontinues its business operations, (iii)ceases
      to market or offer the Product, (iv) becomes controlled (by majority of
      voting stock or board seats) by a competitor of Aristocrat and that
      competitor fails to novate this Agreement, Aristocrat will be entitled to
      obtain a copy of the source code from the Escrow Agent provided at that
      time Aristocrat is then in compliance in all material respects with its
      obligations to PokerTek under this Agreement. In such event, PokerTek
      grants to Aristocrat a royalty-free licence to use and modify the source
      code to enable Aristocrat to support and maintain the Products which have
      been sold or leased to existing Customers as at that date, and for no
      other purpose.

            


    

    


    
      
        	
                13.  

              	
                Trade
      Marks

              


      

    

    
      
        

      



    
      	
              (a)  

            	
              PokerTek
      grants to Aristocrat the royalty-free non-exclusive right in the Territory
      to use the Marks or artwork owned by PokerTek or licensed to PokerTek with
      rights to sublicense, and identified by Aristocrat to PokerTek in writing
      in advance in the promotion, advertisement and distribution of the Product
      for the Term in accordance with this
Agreement.

            


    

    


    
      	
              (b)  

            	
              Aristocrat
      must not, without the prior written consent of PokerTek, alter or make any
      addition to the labelling of the Product displaying the Marks, and must
      not alter, deface or remove in any manner any reference to the Trade
      Marks, any reference to PokerTek or any other name attached or affixed to
      the Product or their labeling, unless otherwise required by a Gaming
      Authority.

            


    

    


    
      	
              (c)  

            	
              All
      rights not specifically granted in this Agreement are reserved to
      PokerTek. Nothing in this Agreement or anything done by PokerTek under
      this Agreement conveys or vests any interest in any of PokerTek's
      Intellectual Property Rights to
Aristocrat.

            


    

    


    
      	
              (d)  

            	
              PokerTek
      may in its absolute discretion take such steps to obtain trade mark
      registrations in respect of the Marks as it may deem necessary.
      Aristocrat  undertakes (at the reasonable cost of PokerTek) to
      execute any and all such documents and do all such acts which it may be
      required for the purpose of such  registration. Aristocrat will,
      at PokerTek's request, and expense, give all reasonable assistance to
      Aristocrat in any action, claim or proceedings brought or threatened in
      respect of the Marks.

            


    

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

    
 

    
      
        	
                14.  

              	
                Termination

              


      

    

    
      
        

      



    
      	
              14.1  

            	
              Termination
      by either Party

            


    

     

    During the Term, either Party may
terminate this Agreement following:

    


    
      	
              (a)  

            	
              termination
      of the Securities Purchase Agreement for any
  reason;

            


    

    


    
      	
              (b)  

            	
              a
      breach of any material provision of this Agreement capable of remedy by
      the other Party, by giving the other Party written notice of its intention
      to terminate the Agreement, requiring the Party in breach to remedy the
      breach within twenty (20) Business Days of the notice. If the breach is
      not remedied within that time, the termination will be effective on the
      expiration of the twenty (20) Business Day
  period;

            


    

    


    
      	
              (c)  

            	
              a
      breach by the other Party of a material provision of this Agreement not
      capable of remedy.

            


    

    


    
      	
              14.2  

            	
              Immediate
      Termination

            


    

    


    
      	
               
      

            	
              Either
      Party may immediately terminate this Agreement if the other
      Party:

            


    

    


    
      	
              (a)  

            	
              commits
      or has committed any criminal offence or an offence under relevant Gaming
      Law;

            


    

    


    
      	
              (b)  

            	
              is
      subject to or commits an Event of Default;
or

            


    

    


    
      	
              (c)  

            	
              has
      had its Approval, licence or authorities required by the Law of the
      Territory, revoked or suspended.

            


    

     

    
      	
              14.3  

            	
              Consequences
      of Termination

            


    

    


    
      	
               
      

            	
              In
      the event of termination of this
Agreement:

            


    

    


    
      	
              (a)

            	
              Aristocrat
      will immediately discontinue and refrain from all conduct and activity
      which would give the appearance that it is still authorised to act on
      behalf of PokerTek or take orders for any of its Product and will promptly
      deliver to PokerTek, freight prepaid, all written material, Product and
      Parts and any other material supplied by PokerTek to Aristocrat, with the
      only exception being that Aristocrat will continue to have the right to
      satisfy pending orders, renew contracts and re-deploy Products with
      existing Customers as at the date of termination for a period of 5 years
      following termination of the Distribution Agreement. PokerTek agrees that
      Aristocrat will retain a limited licence pursuant to clause 9.1 for these
      purposes, and PokerTek will provide all reasonable assistance and supply
      to support Aristocrat in these circumstances.  All Licence Fees
      from such contracts will be dealt with in accordance with Schedule
      3.  

            


    

    


    
      	
              (c)

            	
              PokerTek
      may, at an applicable cost no greater than any unrecouped cost of
      Aristocrat, buy from Aristocrat all stocks of the Products as are in
      first class order and condition at a mutually agreed price and the costs
      of shipping the Products to PokerTek shall be borne by PokerTek.
      Aristocrat shall dispose of all remaining stocks of the Products as
      PokerTek may instruct;

            


    

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

     

    
      	
              (d)

            	
              Upon
      PokerTek's repurchase of the Products under clause (c), Aristocrat
      shall promptly return to PokerTek, freight prepaid, all written material
      and any other material supplied by PokerTek to
  Aristocrat.

            
	 	 
	      
              (e)

            	In
      the event of termination of this Agreement by either
  Party:


    

     

    
      	
               
      

            	
              i)

            	
              each
      Party will immediately pay to the other Party any outstanding payments
      accrued in accordance with this
Agreement;

            


    

    


    
      	
               
      

            	
              ii)

            	
              each
      Party will immediately cease using the intellectual property rights of the
      other, except as expressly provided at clause 14.3(a)
    above.

            


    

    


    
      	
              14.4  

            	
              Survival

            


    

    


    Clauses
12, 14.3, 14.4, 15, 16, 17 and 18 will survive any termination or expiry of this
Agreement.

    


    
      
        	
                15.  

              	
                Exclusion
      of Indirect & Consequential
Loss

              


      

    

    

      
        

      

       

    

    
      	
               

               
      

            	
              To
      the extent permitted by Law neither Party is liable to make payment for
      any indirect, consequential, special, punitive or other loss, lost profits
      (actual or anticipated), lost opportunity, lost savings, lost contract,
      business interruption or loss of data; notwithstanding any failure of
      essential purpose of any kind.

            


    

    
       

      
        	
                16.  

              	
                Indemnification
      and Insurance

              


      

      

        
          

        

      

      


    

    
      	
              (a)       
        

            	
              PokerTek
      agrees to fully indemnify Aristocrat and any Customer against all claims,
      liabilities, damages, judgments, decrees, costs and expenses, including
      reasonable legal fees, proximately caused by the alleged infringement by
      the Product (so long as the Product is manufactured in accordance with
      PokerTek's specifications) of a third person's intellectual property
      rights and that it will, at its own expense, defend any suit or action
      which may be brought against Aristocrat or any Customer by reason of any
      alleged infringement. PokerTek will indemnify and hold harmless Aristocrat
      from and against any expense incurred by Aristocrat resulting from any
      such third party's claims or any settlement in favor of such third party
      alleging that the Product infringes or violates any (a) patent, (b)
      trademark, (c) copyright, or (d) trade secret provided that Aristocrat
      gives PokerTek prompt written notice of any claim under this paragraph and
      provides all material assistance in defending such claims, at PokerTek’s
      expense. PokerTek has the right to (i) assume the defense of such claim
      and select counsel and (ii) consent to the entry of judgment with respect
      to, otherwise settle such claim and Aristocrat cooperates in the defense
      or prosecution of such claim. In the defense or settlement of any such
      claim, PokerTek may obtain the right to continue using the Product, or may
      replace or modify the Product so it becomes non-infringing. In the event
      such modifications to the Product, in the opinion of a mutually appointed
      independent third party expert, materially alter the functionality and/or
      performance of the Product, Aristocrat shall be entitled to terminate this
      Agreement on 30 days’ written notice to PokerTek. PokerTek shall not have
      any liability if the alleged infringement is based upon the use, license
      or sale of the Product in combination with other products or use of an
      outdated version of the Product, if use of a more recent version would
      have avoided the infringement.

            


    

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

     

    
      	
              (b)          

            	
              PokerTek
      will obtain at its sole expense standard general liability and products
      liability insurance policies in an amount no less than US$1,000,000 per
      claim and US$5,000,000 in the aggregate.  Such policy will
      remain in effect  for three years following the later
      of:

            


    

     

    
      	
              (i)   
            

            	
              expiration
      or earlier termination of this Agreement;
or

            


    

     

    
      	
              (ii)   
            

            	
              one
      year following the removal of all Products from Aristocrat’s Customers’
      facilities.

            


    

     

    
      
        	
                17.  

              	
                Confidentiality

              


      

    

    
      
        

      



    
      	
              (a)  

            	
              All
      Confidential Information and information concerning the intellectual
      property rights of either Party or its Related Bodies Corporate must not
      be disclosed to any person or used other than to the extent required to
      perform a Party's obligations under this
  Agreement.

            


    

    


    
      	
              (b)  

            	
              Clause
      17 does not apply to:

            


    

     

    
      	
              (i)    
        

            	
              the
      disclosure of information after it becomes generally available to the
      public other than by a breach of this Agreement or of any obligation of
      confidence to any third party; or

            


    

     

    
      	
              (ii)    
        

            	
              the
      disclosure of information in order to comply with any applicable Law or
      legally binding order of any Regulator or Gaming
  Authority.

            


    

     

    
      
        	
                18.  

              	
                General

              


      

    

    
      
        

      



    
      	
              18.1  

            	
              Dispute
      Resolution

            


    

    


    
      	
              (a)  

            	
              A
      dispute relating to or arising out of this Agreement (Dispute) exists when
      a Party gives notice (Dispute Notice) to the other Party that there is a
      Dispute, setting out in detail the subject matter of the
      Dispute.

            


    

    


    
      	
              (b)  

            	
              The
      Parties must use all reasonable efforts to resolve any Disputes which
      arise between them in connection with this Agreement in accordance with
      the procedures set out in this clause
18.1.

            


    

    


    
      	
              (c)  

            	
              When
      a Dispute exists the nominees of the Chief Executive Officer of each Party
      will meet to discuss a resolution of the Dispute. If these persons resolve
      the Dispute then the resolution will be set out in a binding statement
      signed by the Chief Executive Officer of each
  Party.

            


    

    


    
      	
              (d)  

            	
                    If
      a Dispute is not resolved within fifteen (15) Business Days after the
      Dispute Notice has been given to the other Party, then the Dispute must be
      referred for consideration to the Chief Executive Officers of the Parties.
      If these persons resolve the Dispute then the resolution will be set out
      in a binding statement signed by the Chief Executive Officer of each
      Party.

            


    

    


    
      	
              (e)  

            	
              If
      there is no unanimous resolution of the Dispute within ten (10) Business
      Days, or such longer period as agreed in writing by the Parties, after the
      Chief Executive Officers of the Parties have met to consider the Dispute
      pursuant to clause 18.1(d) then either Party may commence legal
      proceedings in any court or tribunal in respect of the subject matter of
      the Dispute.

            


    

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

     

    
      	
              (f)  

            	
              Notwithstanding
      the foregoing provisions of this clause18.1, pending the resolution of any
      Dispute the Parties to this Agreement must without delay continue to
      perform their respective obligations under this Agreement to the maximum
      extent possible.

            


    

    


    
      	
              (g)  

            	
              Nothing
      in this clause 18.1 will prohibit a Party from seeking injunctive or other
      interlocutory relief.

            


    

    


    
      	
              18.2  

            	
              Notices

            


    

    


    
      	
              (a)  

            	
              Any
      notice, demand, consent or other communication (a “Notice”) given or made
      under this Agreement:

            


    

    


    
      	
              (i)        
      

            	
              must
      be in writing and signed by the sender being a person duly authorised by
      the Party giving the Notice;

            


    

    


    
      	
              (ii)        

            	
              must
      be addressed and delivered to the intended recipient at the address or fax
      number specified in the Party Information for the intended recipient or
      the address or fax number last notified by the intended recipient to the
      sender after the date of this
Agreement;

            


    

    


    
      	
              (iii)        

            	
              will
      be taken to be duly given or made when delivered, received or left at the
      fax number or address specified in the Party
  Information;

            


    

     

    


    
      	
              (iv)        

            	
              In
      the case of a posted letter, on the seventh day after posting,
      and

            


    

    


    
      	
              (v)        

            	
              In
      the case of facsimile, on production of a transmission report by the
      machine from which the facsimile was sent which indicates that the
      facsimile was sent in its entirety to the facsimile number of the
      recipient.

            


    

    


    
      	
              (vi)        

            	
              If
      delivery or receipt occurs on a day that is not a Business Day in the
      place to which the Notice is sent or is later than 4pm (local time) at
      that place, it will be taken to have been duly given or made at the
      commencement of business on the next Business Day in that
      place.

            


    

    


    
      	
              18.3  

            	
              Assignment

            


    

     

    Either
Party must not, without the other Party's prior written consent (which may be
given or withheld in the other Party's absolute discretion), transfer or assign
any of their rights or obligations under this Agreement, including assignment by
way of charge, mortgage or other security interest.

    


    
      	
              18.4  

            	
              Non-Solicitation

            


    

     

    During
the term of this Agreement and for a period of one (1) year thereafter, both
Parties agree not to directly on behalf of itself or on behalf of any other
entity solicit, call on, canvass or contact any of the other Party’s employees
or former employees for the purpose of soliciting or inducing any such persons
to work for it.

    


    
      	
              18.5  

            	
              Mutual
      cooperation

            


    

     

    The
Parties will cooperate with each other in respect of any documents that need to
be signed, or actions that need to be taken, to affect the intent of this
Agreement.

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

    


    
      	
              18.6  

            	
              Severability

            


    

     

    If any
term or provision of this Agreement is declared invalid or unenforceable by a
court of competent jurisdiction, the remaining provisions remain in full force
and effect.

     

    


    
      	
              18.7  

            	
              No
      Waiver

            


    

     

    The
failure of either Party to insist upon the performance of any of the terms and
conditions of this Agreement, or the waiver of any breach of any of the terms
and conditions of this Agreement, will not be construed as thereafter waiving
any such terms and conditions, but the same will continue and remain in full
force and effect as if no such forbearance or waiver had occurred.

     

    


    
      	
              18.8  

            	
              Governing
      Law

            


    

    


    This
Agreement is governed by the laws of North Carolina without regard to conflict
of law principles, and the Parties submit to the non-exclusive jurisdiction of
the courts of that jurisdiction and courts of appeal from them.

    


    
      	
              18.9  

            	
              Entire
      Agreement

            


    

    


    This
Agreement contains the entire agreement of the Parties and each Party
acknowledges that this Agreement supersedes all other agreements relating to the
same subject matter, including but not limited to oral agreements,
representations, warranties or statements of fact made prior to or at the time
of the signing of this Agreement and the Parties acknowledge that they have not
relied upon the same in entering into this Agreement. These conditions apply to
the exclusion of all documents submitted by Aristocrat (whether before or after
the date of this Agreement) unless and until PokerTek has expressly agreed to
those terms in writing signed by an authorized officer of PokerTek.

    


    
      	
              18.10  

            	
              Variation

            


    

    


    This
Agreement may not be varied except in writing signed by an authorized officer of
each Party.

    


    
      	
              18.11  

            	
              Relationship
      of the Parties

            


    

     

    The
relationship between the Parties is that of independent contractors and not
employer-employee, agents, partners or fiduciaries. This Agreement does not set
up or create any franchise or joint venture, each Party being individually
responsible only for its obligations as set out in this Agreement. Subject to
the terms of this Agreement, each Party shall be responsible for their own
taxes, fees and costs.

    


    
      	
              18.12  

            	
              Exclusion
      of Vienna Convention

            


    

    


    The
United Nations Convention on Contracts for the International Sale of Goods (also
known as the Vienna Convention) is expressly excluded.

    


    
      	
              18.13  

            	
              Excusable
      Delays

            


    

     

    Neither
Party will be liable for any delays in delivery or failure to perform (except
obligations to pay money) due to causes beyond the control of the Party. Such
causes include acts of God, acts of a public enemy, acts of governments,
Regulators or Gaming Authority, fires, floods, typhoons, epidemics, quarantine
restrictions, strikes, or embargoes or labour, materials or Parts shortages. A
Party is not required, under this clause to settle any labour dispute against
its will or to test the validity or refrain from testing the validity of
Federal, State or local Law, order, rule or regulation. If delay or failure to
perform its obligations pursuant to this clause occurs, the performance of that
Party's obligations are suspended.

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

    
 

    
      	
              18.14  

            	
              Counterparts

            


    

    


    This
Agreement may be executed in a number of counterparts. The counterparts together
contribute one and the same document. A counterpart may be a
facsimile.

    


    
      
         

      

      
        25

        
          

        

      

      
         

      

    


    Schedule
1

    


    
      Part
A – Addresses For Service

    

    
      
        

      

      


      
        	
                Name:

              	
                PokerTek,
      Inc.

              
	 
      	 
      
	 
      	 
      
	
                Address:

              	
                1050
      Crews Road, Suite J

              
	
                Matthews
      NC 28105

              	 
      
	
                United
      States

              	 
      
	 
      	 
      
	
                Telephone
      number:

              	
                +
      1 (704) 849-0860

              
	 
      	 
      
	
                Facsimile
      number:

              	
                +
      1 (704)849-9148

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                Name:

              	
                Aristocrat
      International Pty Ltd

              
	 
      	 
      
	
                Address:

              	
                71
      Longueville Road

              
	
                Lane
      Cove NSW 2066

              	 
      
	
                Australia

              	 
      
	 
      	 
      
	
                Telephone
      number:

              	
                +
      612 9413 6300

              
	 
      	 
      
	
                Facsimile
      number:

              	
                +
      612 9420 1326

              


      

    

     

     

    
      
         

      

      
        26

        
          

        

      

      
         

      

    

    
Schedule
2

    
      


      Product
Schedule

    

    
      
        

      

       

    

    PokerProTM
being an electronic player banked poker table product (“PokerPro”),
namely

    


    
      	
              (i)  
        

            	
              PokerPro
      TM (C10);

            


    

    


    


    In
respect of (i), the Product Price is calculated as follows:

    


    (a) Where
Aristocrat intends to lease the Product to Customers under the Product Rental
Model:

    


     PokerTek’s
cost of manufacture plus 20% unless otherwise agreed in writing by the
Parties.

    


    (b) Where
Aristocrat intends to sell the Product to Customer under the Outright Purchase
Model:

    


    PokerTek’s
cost of manufacture plus a margin to be agreed between the Parties.

    


    The
Product Price is to be paid in US dollars unless otherwise
agreed.  PokerTek shall have the right to increase the cost of
manufacture once per annum, subject to a cap of 10% increase upon the 2008 cost
of manufacture.

    


    This
Schedule is subject to variation in accordance with Clause 5.1.

     

    
 

    
      
         

      

      
        27

        
          

        

      

      
         

      

    

    Schedule
3

    
      


      Fee
Schedule

    

    
      
        

      



    The
Parties have agreed upon two Sales Models, subject to variation by written
agreement of the Parties.

    


    1. Product
Rental Model:

    


    Aristocrat
purchases the Product from PokerTek at the Product Price, and
either:

    


    
      	
              i)  

            	
              leases
      the Product to a Customer for a fixed price monthly Lease Fee on a 12
      monthly basis.  The Lease Fee incorporates a Software licence
      fee element charged to the
Customer.

            


    

    


    
      	
              ii)  

            	
              leases
      the Product to the Customer for a Lease Fee based on 20% or higher of the
      monthly rake of the Product, subject to prior agreement by PokerTek, not
      to be unreasonably withheld.  For the purposes of this section,
      monthly rake means the rake
      from each Product before tax, the rake being the monthly cumulative amount
      deducted from each hand or pot.  The Lease Fee incorporates a
      Software licence fee element charged to the
  Customer.

            


    

     

    Under the
Product Rental Model, unless otherwise agreed between the parties, the relevant
local Aristocrat Affiliate will pay a Licence Fee to PokerTek for the licence to
permit the Customer to use the Software in the Product. The Licence Fees are
calculated according to the following formulas:

     

    
      	
              (a)  

            	
              until
      AI has recouped the Product Price and other costs of acquiring and placing
      the Product, or Affiliate placing the Product with a Customer (see note
      1)1  ten per cent (10%) of all
      Lease Fees received by Aristocrat from a Customer pursuant to a Customer
      Agreement; and

            


    

    


    
      	
              (b)  

            	
              on
      and from the date AI has recouped its Product Price and other costs (note
      1) of acquiring and placing the Product or Affiliate placing the Product
      with a Customer, fifty per cent (50%) of all Lease Fees received by
      Aristocrat from a Customer pursuant to a Customer
    Agreement.

            


    

    


    The
Licence Fees may be paid in US Dollars and the amounts payable by Aristocrat
will be net of any withholding taxes, value added taxes and the
like.

     

    Aristocrat
may, in its sole discretion, permit the Customer to terminate a rental agreement
at any time during the term, on the condition that an outright purchase
agreement is entered into.  Aristocrat reserves the right to permit
the customer to offset a percentage the table in question, subject to PokerTek’s
prior approval.

    


    
      	
              2.  

            	
              Outright Purchase
      Model

            


    

    


    
      	
              (a)  

            	
              Outright
      Purchase

            


    

     

    
      _______________________________

      1 For the
avoidance of doubt the costs which Aristocrat is entitled to recover pursuant to
this clause are the Product Price together with actual costs incurred by
Aristocrat in the acquisition of the Product pursuant to individual Customer
Agreements plus all cost to get the Product to the Customers premises but not
including installation and testing, sales, marketing, overhead or any other
cost.

    

    
 

    
      
         

      

      
        28

        
          

        

      

      
         

      

    

     

    Aristocrat
purchases the Product from PokerTek at the Product Price and sells the Product
outright to the Customer for an outright sale price which includes a perpetual
Software licence.  Notwithstanding any other provision of this
Agreement, all outright purchases must be pre-approved by PokerTek, in writing,
such approval not to be unreasonably withheld.

    


    Aristocrat
will offer Customers a 6 month warranty on the Products, which will be honoured
by PokerTek.

    


    Notwithstanding
any provision of this Agreement, the Parties agree that Outright Purchases
include critical software upgrades only, and do not include non-critical
upgrades and enhancements except as PokerTek may specifically agree in its sole
discretion.

     

     

    
      
         

      

      
        29

        
          

        

      

      
         

      

    

     

    Executed
and effective this 24th       day
of    November                                  2008.

     

    


     

    Executed for and on behalf
of

    PokerTek, Inc. by Christopher
Halligan,

    Chief
Executive Officer

    
       

      
        	/s/
      Christopher Halligan
	
                Signature

              
	 
	 


      

    

     

     

    
      	
              Executed by Aristocrat International Pty.
      Limited by:

               

              /s/
      Simon Kelly

            
	
              Director

               

            
	
              Simon
      Kelly

            
	
              Name
      of Director (Print Name)

            


    

    


    


    
      	
              Executed by Aristocrat (Asia) Pty
      Ltd by:

               

              /s/
      Simon Kelly

            
	
              Director

               

            
	
              Simon
      Kelly

            
	
              Name
      of Director (Print Name)

            


    

    


    
      
         

      

      
        30

        
          

        

      

      
         

      

    

    


    
      	
              Executed by Aristocrat (Philippines) Pty
      Ltd (Philippines Branch) by:

                 

            
	
              General
      Manager Asia – Pacific

               

            
	
              Ken
      Jolly

            
	
              Name
      of General Manager Asia – Pacific  (Print
  Name)

            


    

     

    


    
      	
              Executed by Aristocrat (Singapore) Pty Ltd
      (Singapore Branch) by:

               

            
	
              General
      Manager Asia – Pacific

               

            
	
              Ken
      Jolly

            
	
              Name
      of General Manager Asia – Pacific  (Print
  Name)

            


    

    


    


    
      	
              Executed by Aristocrat (Macau) Pty
      Ltd  (Macau Branch) by:

               

            
	
              General
      Manager Asia – Pacific

               

            
	
              Ken
      Jolly

            
	
              Name
      of General Manager Asia – Pacific  (Print
  Name)

            


    

    


    


    
      	
              Executed by Aristocrat (Argentina) Pty
      Ltd by:

               

            
	
              Director

               

            
	
              Nick
      Khin

            
	
              Name
      of Director (Print Name)

            


    

    


    
      
         

      

      
        31

        
          

        

      

      
         

      

    

    


    
      	
              Executed by Aristocrat Technologies Europe
      Ltd by:

               

              /s/
      Simon Kelly

            
	
              Director

               

            
	
              Simon
      Kelly

            
	
              Name
      of Director (Print Name)

            


    

    


    


    
      	
              Executed by Aristocrat Technologies Africa
      (Pty) Ltd by:

               

            
	
              Director

               

            
	
              Nicholas
      Khin

            
	
              Name
      of Director (Print Name)

            


    

    


    


    
      	
              Executed by Aristocrat Technologies
      KK by:

               

              /s/
      Simon Kelly

            
	
              Director

               

            
	
              Simon
      Kelly

            
	
              Name
      of Director (Print Name)

            


    

    


    


    
      	
              Executed by Aristocrat Technologies Spain
      S.L. by:

               

            
	
              Director

               

            
	
              Nicholas
      Khin

            
	
              Name
      of Director (Print Name)

            


    

    


    
      
         

      

      
        32

        
          

        

      

      
         

      

    

    


    
      	
              Executed by Aristocrat Technologies
      Inc. by:

               

            
	
              Director

               

            
	
              Nick
      Khin

            
	
              Name
      of Director (Print Name)

            


    

    


    


    
      	
              Executed by Aristocrat Technologies NZ
      Ltd by:

               

              /s/
      Simon Kelly

            
	
              Director

               

            
	
              Simon
      Kelly

            
	
              Name
      of Director (Print Name)

            


    

    


    


    
      	
              Executed by Aristocrat (Cambodia) Pty Ltd
      (Cambodia Branch) 

              by:

               

            
	
              General
      Manager Asia – Pacific

               

            
	
              Ken
      Jolly

            
	
              Name
      of General Manager Asia – Pacific  (Print
  Name)

            


    

     

    


    
      
         

      

      
        33

        
          

        

      

      
         

      

       

    

    
      	
              Executed by Aristocrat Technologies
      Australia Pty Ltd by:

               

              /s/
      Simon Kelly

            
	
              Director

               

            
	
              Simon
      Kelly

            
	
              Name
      of Director (Print Name)

            


    

     

    


    
      	
              Executed by Aristocrat (Latin America) Pty
      Ltd by:

               

            
	
              Director

               

            
	
              Simon
      Kelly

            
	
              Name
      of Director (Print Name)

            


    

     

     

    
      	
              Executed by Aristocrat (Puerto Rico) Pty
      Ltd by:

               

            
	
              Director

               

            
	
              Simon
      Kelly

            
	
              Name
      of Director (Print Name)

            


    

     

    
      
         


      

      
        34