**Exhibit
      10.19**





**POKERTEK
      INC.**





**KEY
      EMPLOYEE AGREEMENT**


**for
      Mr. Mark Roberson**





**THIS
      KEY EMPLOYEE AGREEMENT** (“ ***Agreement*** ”)
      is
      entered into as of the 17th day of January, 2008, by and between **Mark
      Roberson** (“ ***Executive*** ”)
      and **POKERTEK,
      INC.** (the
      “ ***Company*** ”).





Executive
      has been employed by the Company since October 18, 2007 on substantially the
      terms set forth in this Agreement. Executive and the Company desire to execute
      and enter into this Agreement setting forth the terms and conditions of
      Executive’s employment. Accordingly, in consideration of the mutual promises and
      covenants contained herein, the parties agree to the following:





**1.**  **EMPLOYMENT
      BY THE COMPANY.**





**1.1**  **Effective
      Date.** The
      effective date of this Agreement shall be January 17, 2008. Unless terminated
      sooner pursuant to Section 6, this Agreement shall end two (2) years from the
      effective date.





**1.2**  **Position.** Subject
      to terms set forth herein, the Company agrees to employ Executive in the
      position of Chief Financial Officer and Executive hereby accepts such
      employment. During the term of his employment with the Company, Executive will
      devote his best efforts to the business of the Company.





**1.3**  **Duties.** Executive
      shall serve in an executive capacity and shall perform such duties as are
      customarily associated with his then current title and as assigned to the
      Executive by the Company’s Board of Directors.





**1.4**  **Other
      Employment Policies.** The
      employment relationship between the parties shall also be governed by the
      general employment policies and practices of the Company, including those
      relating to protection of confidential information and assignment of inventions,
      except that when the terms of this Agreement differ from or are in conflict
      with
      the Company’s general employment policies or practices, this Agreement shall
      control.





**2.**  **COMPENSATION.**





**2.1**  **Salary.**




**(a)**  Executive
      shall receive for services an annualized base salary of $160,000 per annum
      (the
“ ***Base
      Salary*** ”),
      subject to standard federal and state withholding requirements, payable in
      accordance with the Company’s standard payroll practices.





**(b)**  The
      Company may reduce the amount of the Base Salary in connection with a general
      reduction of salary applicable to all employees of the Company that has been
      approved by the Company’s Board of Directors (“ **General
      Reduction** ”);
      provided, however, that (i) in no case shall the Base Salary be reduced in
      a
      single General Reduction or series of General Reductions by more than an
      aggregate of twenty percent (20%) of the Base Salary; (ii) in no case shall
      the
      Base Salary be reduced for more than six months; and (iii) any and all severance
      payments made to Executive in accordance with Sections 6 shall be based on
      the
      Executive’s original Base Salary without giving effect to any General
      Reductions.





**(c)**  Executive
      has previously received a stock grant of 75,000 options at Fair Market Value
      determined by the closing price on December 31, 2007, which vest 12.5% every
      six
      months since his employment commenced on October 18, 2007. In the event
      Executive’s employment is terminated by the Company for any reason except Cause,
      all stock options granted to Executive through the date of termination, will
      vest immediately, provided that Exective executes the Release (as defined
      below).





**(d)**  Executive
      shall receive all health insurance, dental, life, and 401K benefits paid for
      by
      the Company. Executive’s Family shall receive health and dental insurance
      benefits paid for by the Company.










**2.2**  **Company
      Benefits.** Executive
      shall be entitled to all rights and benefits for which he is eligible under
      the
      terms and conditions of the standard Company benefits and compensation practices
      which may be in effect from time to time and provided by the Company to its
      senior officers generally. Executive shall be entitled to all holidays provided
      by the Company to its senior officers generally and three weeks (3) vacation
      time provided by the Company to its senior officers generally. For purposes
      of
      this Section, “provided by the Company to its senior officers generally” shall
      mean benefits provided as a policy to all or most members of senior management
      and shall not include a specific benefit negotiated by one or more executives
      as
      an inducement to join the Company in a senior officer position.





**2.3**  **Expense
      Reimbursement** .
      The
      Company will reimburse Executive for reasonable business expenses in accordance
      with the Company’s standard reimbursement policy.





**3.**  **PROPRIETARY
      INFORMATION, INVENTIONS, AND NON-COMPETITION OBLIGATIONS.**





**3.1**  **Agreement.** Executive
      agrees to execute and abide by the Proprietary Information, Inventions,
      Non-Competition, and Non-Solicitation Agreement attached hereto as **Exhibit
      A** (the
      “ ***Proprietary
      Information Agreement*** ”).





**4.**  **OUTSIDE
      ACTIVITIES.**





**4.1**  **Other
      Employment/Enterprise.** Except
      with the prior written consent of the Company’s Board of Directors, Executive
      will not, while employed by the Company, undertake or engage in any other
      employment, occupation or business enterprise, other than ones in which
      Executive is a passive investor. Executive may engage in civic and
      not-for-profit activities so long as such activities do not materially interfere
      with the performance of his duties hereunder.





**4.2**  **Conflicting
      Interests.** Except
      as
      permitted by Section 4.3, while employed by the Company, Executive agrees not
      to
      acquire, assume or participate in, directly or indirectly, any position,
      investment or interest known by him to be adverse or antagonistic to the
      Company, its business or prospects, financial or otherwise.





**4.3**  **Competing
      Enterprises.** While
      employed by the Company, except on behalf of the Company, Executive will not
      directly or indirectly, whether as an employee, officer, director, stockholder,
      partner, proprietor, associate, representative, consultant, or in any capacity
      whatsoever engage in, become financially interested in, be employed by or have
      any business connection with any other person, corporation, firm, partnership
      or
      other entity whatsoever which compete directly with the Company, throughout
      the
      world, in any line of business engaged in (or planned to be engaged in) by
      the
      Company; provided, however, that anything above to the contrary notwithstanding,
      he may own, as a passive investor, securities of any public competitor
      corporation, so long as his direct holdings in any one such corporation shall
      not in the aggregate constitute more than 1% of the voting stock of such
      corporation.





**5.**  **FORMER
      EMPLOYMENT.**





**5.1**  **No
      Conflict With Existing Obligations.** Executive
      represents that his performance of all the terms of this Agreement and as an
      employee of the Company does not and will not breach any agreement or obligation
      of any kind made prior to his employment by the Company, including agreements
      or
      obligations he may have with prior employers or entities for which he has
      provided services. Executive has not entered into, and agrees he will not enter
      into, any agreement or obligation either written or oral in conflict
      herewith.





**5.2**  **No
      Disclosure of Confidential Information.** If,
      in
      spite of the second sentence of Section 5.1, Executive should find that
      confidential information belonging to any former employer might be usable in
      connection with the Company’s business, Executive will not intentionally
      disclose to the Company or use on behalf of the Company any confidential
      information belonging to any of Executive’s former employers (except in
      accordance with agreements between the Company and any such former employer);
      but during Executive’s employment by the Company he will use in the performance
      of his duties all information which is generally known and used by persons
      with
      training and experience comparable to his own and all information which is
      common knowledge in the industry or otherwise legally in the public
      domain.





**6.**  **TERMINATION
      OF EMPLOYMENT.** The
      parties acknowledge that Executive’s employment with the Company is at-will. The
      provisions of Sections 6.1 through 6.7 govern the amount of compensation, if
      any, to be provided to Executive upon termination of employment and do not
      alter
      this at-will status.





**6.1**  **Termination
      Without Cause.** The
      Company shall have the right to terminate Executive’s employment with the
      Company at any time without Cause by giving notice as described in Section
      6.7
      of this Agreement.










**(a)**  In
      the
      event Executive’s employment is terminated by the Company without Cause for a
      reason other than death, disability or cessation of the Company’s business
      pursuant to Section 6.6 below, the Company shall continue to pay Executive
      his
      then existing base salary, less applicable withholding and deductions for six
      (6) months as detailed herein from the effective date of.





**(b)**  In
      the
      event the Executive is terminated within one year following a Change in Control
      of the Company, Executive will receive six (6) months of the base salary along
      with fully paid benefits.





**(c)**  ***“Change
      of Control”*** shall
      be
      deemed to have occurred on the earliest of the following dates:





**(i)**  The
      date
      any entity or person shall have become the beneficial owner of, or shall have
      obtained voting control over, fifty percent (50%) or more of the outstanding
      Common Stock of the Company;





**(ii)**  The
      date
      the shareholders of the Company approve a definitive agreement (X) to merge
      or
      consolidate the Company with or into another corporation or other business
      entity (each, a "corporation"), in which the Company is not the continuing
      or
      surviving corporation or pursuant to which any shares of Common Stock of the
      Company would be converted into cash, securities or other property of another
      corporation, in each case other than a merger or consolidation of the Company
      in
      which the holders of Common Stock immediately prior to the merger or
      consolidation continue to own immediately after the merger or consolidation
      at
      least fifty percent 50% of Common Stock, or, if the Company is not the surviving
      corporation, the common stock (or other voting securities) of the surviving
      corporation; provided, however, that if consummation of such merger or
      consolidation is subject to the approval of federal, state or other regulatory
      authorities, then, unless the Administrator determines otherwise, a "Change
      in
      Control" shall not be deemed to occur until the later of the date of shareholder
      approval of such merger or consolidation or the date of final regulatory
      approval of such merger or consolidation; or (Y) to sell or otherwise dispose
      of
      all or substantially all the assets of the Company; or





**(iii)**  The
      date
      there shall have been a change in a majority of the Board of Directors of the
      Company within a 12-month period unless the nomination for election by the
      Company's shareholders of each new Director was approved by the vote of
      two-thirds of the members of the Board (or a committee of the Board, if
      nominations are approved by a Board committee rather than the Board) then still
      in office who were in office at the beginning of the 12-month
      period.





**(iv)**  Notwithstanding
      the foregoing, a Change in Control shall not be deemed to have occurred in
      the
      event the Company forms a holding company as a result of which the holders
      of
      the Company’s voting securities immediately prior to the transaction hold, in
      approximately the same relative proportions as they hold prior to the
      transaction, substantially all of the voting securities of a holding company
      owning all of the Company’s voting securities after the completion of the
      transaction. (For the purposes herein, the term "person" shall mean any
      individual, corporation, partnership, group, association or other person, as
      such term is defined in Section 13(d)(3) or Section 14(d)(2) of the Exchange
      Act, other than the Company, a subsidiary of the Company or any employee benefit
      plan(s) sponsored or maintained by the Company or any subsidiary thereof, and
      the term "beneficial owner" shall have the meaning given the term in Rule 13d-3
      under the Exchange Act.)





**6.2**  **Termination
      for Cause.**





**(a)**  The
      Company shall have the right to terminate Executive’s employment with the
      Company at any time for Cause by giving notice as described in Section 6.7
      of
      this Agreement.





**(b)**  “ ***Cause*** ”
for
      termination shall mean misconduct, including: (i) conviction of any felony
      or
      any crime involving moral turpitude or dishonesty; (ii) participation in a
      fraud
      or act of dishonesty against the Company; (iii) continued gross neglect by
      Executive in fulfilling his duties as set forth in this Agreement that has
      not
      been cured within thirty (30) days after written notice from the Company of
      such
      gross neglect; (iv) intentional and material damage to the Company’s
      property;(v) material breach of this Agreement that has not been cured within
      thirty (30) days after written notice from the Company of such breach; provided
      that in the case of breach that are incapable of being cured, no such cure
      period shall apply, or (vi) material breach of the Proprietary Information
      Agreement.





**(c)**  In
      the
      event Executive’s employment is terminated at any time with Cause, he will not
      receive severance pay or any other such compensation.










**6.3**  **Resignation
      by the Executive for Good Reason.** Executive
      may resign his employment for Good Reason (as defined below) by giving notice
      as
      described in Section 6.7 of this Agreement.





**(a)**  “ ***Good
      Reason*** ”
means
      (i) a reduction in Executive’s current base salary without his consent (but
      shall not include any reduction or non-payment of a bonus), unless such a
      reduction occurs as part of a General Reduction; (ii) the Company's breach
      of a
      material term of this Agreement, or (iii) any relocation without Executive's
      consent to an office of the Company located more than seventy-five (75) miles
      from the city limits of Charlotte, North Carolina. Notwithstanding the above,
      Executive must provide written notice to the Company of any event or act that
      he
      claims constitutes Good Reason within a period not to exceed ninety (90) days
      from the date of the initial existence of the Good Reason, and the Company
      shall
      have a period of thirty (30) days after provision of such notice to cure the
      basis for such Good Reason.





**(b)**  In
      the
      event of Executive’s resignation for Good Reason, the Company shall continue to
      pay Executive the Base Salary, less applicable deductions and withholdings,
      for
      a period of three (3) months from the effective date of termination as. Under
      such circumstances, Company shall reimburse Executive the amount of any COBRA
      payments during such period.


**(c)**  If
      Executive terminates employment for any reason other than those listed above,
      the termination will not be for Good Reason and Executive will not be entitled
      to severance pay or any other such compensation.





**6.4**  **Voluntary
      or Mutual Termination.**





**(a)**  Executive
      may voluntarily terminate his employment with the Company at any time by giving
      notice as described in Section 6.7.





**(b)**  In
      the
      event Executive voluntarily terminates his employment for other than a Good
      Reason, he will not receive severance pay or any other such
      compensation.





**6.5**  **Termination
      for Inability to Regularly Perform Duties.**





**(a)**  Company
      may terminate Executive in the event of Executive’s death, or any illness,
      disability or other incapacity in such a manner that Executive is physically
      rendered unable regularly to perform his duties hereunder for a period in excess
      of one hundred twenty (120) consecutive days or more than one hundred eighty
      (180) days in any consecutive twelve (12) month period.





**(b)**  The
      determination regarding whether Executive is physically unable regularly to
      perform his duties under (a) above shall be made by the Company. Executive’s
      inability to be physically present on the Company’s premises shall not
      constitute a presumption that Executive is unable to perform such
      duties.





**6.6**  **Dissolution,
      Liquidation or Insolvency of the Company.**





Notwithstanding
      the above, in the event Executive’s employment is terminated by the Company in
      connection with or as a result of the liquidation, dissolution, insolvency
      or
      other winding up of the affairs of the Company without the establishment of
      a
      successor entity to the Company, the Company shall have no obligation to provide
      severance or further financial consideration to Executive except for any
      reasonable expense reimbursements or base salary that Executive has accrued
      and
      earned at the time of such termination.





**6.7**  **Notice;
      Effective Date of Termination.** Termination
      of Executive’s employment pursuant to this Agreement shall be effective on the
      earliest of:


**(a)**  thirty
      (30) days after Executive, for any reason, gives written notice to the Company
      of his termination;





**(b)**  thirty
      (30) days after the Company, for any reason other than Cause, gives written
      notice to Executive of his termination;





**(c)**  immediately
      upon the Company giving written notice to Executive of his termination for
      Cause
      or as a result of an event listed in Section 6.6 above; and










**(d)**  the
      expiration of the term of this Agreement. Executive will receive compensation
      through the thirty (30) day notice period in the event of termination for any
      reason. However, the Company reserves the right to require that Executive not
      perform any services or report to work during the thirty (30) day notice
      period.





**7.**  **RELEASE.** Notwithstanding
      anything to the contrary in this Agreement, executive shall not be entitled
      to
      any severance or reimbursement of COBRA payments under any provision in this
      Agreement unless and until Executive has executed a general release
      substantially in the form attached hereto as **Exhibit
      B** and
      such
      release has become effective and can no longer be revoked(the “ ***Release*** ”).





**8.**  **GENERAL
      PROVISIONS.**





**8.1**  **Notices.** Any
      notices provided hereunder must be in writing and shall be deemed effective
      upon
      the earlier of personal delivery (including personal delivery by hand,
      telecopier, or telex) or the third day after mailing by first class mail, to
      the
      Company at its primary office location and to Executive at his address as listed
      on the Company payroll.





**8.2**  **Severability.** Whenever
      possible, each provision of this Agreement will be interpreted in such manner
      as
      to be effective and valid under applicable law, but if any provision of this
      Agreement is held to be invalid, illegal or unenforceable in any respect under
      any applicable law or rule in any jurisdiction, such invalidity, illegality
      or
      unenforceability will not affect any other provision or any other jurisdiction,
      but this Agreement will be reformed, construed and enforced in such jurisdiction
      as if such invalid, illegal or unenforceable provisions had never been contained
      herein.





**8.3**  **Waiver.** If
      either
      party should waive any breach of any provisions of this Agreement, he or it
      shall not thereby be deemed to have waived any preceding or succeeding breach
      of
      the same or any other provision of this Agreement.





**8.4**  **Complete
      Agreement.** This
      Agreement and its Exhibit constitute the entire agreement between Executive
      and
      the Company. This Agreement is the complete, final, and exclusive embodiment
      of
      their agreement with regard to this subject matter and supersedes any prior
      oral
      discussions or written communications and agreements. This Agreement is entered
      into without reliance on any promise or representation other than those
      expressly contained herein, and it cannot be modified or amended except in
      writing signed by an authorized officer of the Company.





**8.5**  **Counterparts.** This
      Agreement may be executed in separate counterparts, any one of which need not
      contain signatures of more than one party, but all of which taken together
      will
      constitute one and the same Agreement.





**8.6** **Headings.** The
      headings of the sections hereof are inserted for convenience only and shall
      not
      be deemed to constitute a part hereof nor to affect the meaning
      thereof.





**8.7** **Successors
      and Assigns.** This
      Agreement is intended to bind and inure to the benefit of and be enforceable
      by
      Executive and the Company, and their respective successors, assigns, heirs,
      executors and administrators, except that Executive may not assign any of his
      duties hereunder and he may not assign any of his rights hereunder without
      the
      written consent of the Company, which shall not be withheld
      unreasonably.





**8.8** **Attorneys’
      Fees.** If the
      Company brings any action to enforce its rights hereunder, it shall be entitled
      to recover its reasonable attorneys’ fees and costs incurred in connection with
      such action should it prevail in the action.





**8.9** **Choice
      of Law.** All
      questions concerning the construction, validity and interpretation of this
      Agreement will be governed by the law of the State of North Carolina. Executive
      expressly consents to the jurisdiction of the state and federal courts for
      Mecklenburg County, North Carolina, for all actions arising out of or relating
      to this Agreement.





**8.10** **Right
      to Counsel** .
      Executive acknowledges that he has had the opportunity to retain independent
      legal counsel to represent the Executive in connection with the review and
      preparation of this Agreement and that Womble Carlyle Sandridge & Rice,
      PLLC, the Company’s outside special counsel, has not represented the Executive
      in connection with the review and preparation of this
      Agreement.





**In
      Witness Whereof** ,
      the
      parties have executed this Agreement on the day and year first above
      written.


**PokerTek
              Inc.**By:
            /s/ Daniel
              M.
              LascellGeneral
              CounselDate: January 18, 2008




Accepted
      and agreed this


18th
      day
      of January 2008.





**Executive**





/s/
      Mark
      Roberson