Exhibit
10.14


Amendment
      No. 1





PokerTek, Inc.
              1150 Crews
      Road,
      Suite F
              Matthews, NC
      28105
              704.849.0860
              Referred
      to as “PokerTek”
            Lyle
      Berman
              Gehrig
      White
              James
      Crawford
              Lee
      Lomax
              All c/o PokerTek,
      Inc.
              1150 Crews
      Road,
      Suite F
              Matthews, NC
      28105
              Collectively
      referred to as “Purchasers”





THIS
Amendment No. 1 to the Secured Promissory Note, dated on or about March 21,
2008, by and between PokerTek and the Purchasers (such Agreement hereinafter
referred to as the “Agreement”) is entered into this ____ day of July, 2009
(“Effective Date”).





In
consideration of the mutual covenants contained herein and other good and
valuable consideration, the parties hereby agree as follows:





1.   Interest and
Maturity. Section 2 of the Agreement is hereby deleted in its entirety,
and replaced with the following text:





Interest
and Maturity.  The Company promises to pay interest on the unpaid
principal amount from and after the date hereof at the option of the Holder,
payable monthly, at the rate of (a) nine percent (9%) per annum payable in cash
or (b) thirteen percent (13%) per annum payable in common stock of the Company,
at an individual Holder’s election, calculated as the interest amount due and
owing for the month divided by the average price per share of the Company’s
common stock trading on the NASDAQ Capital Market for the last ten trading days
of a given calendar month; provided, however, that if such average price per
share calculation is less than the closing bid price on the date of this
amendment, such closing bid price on the date of this amendment shall be
used.  Notwithstanding any other provision of the Agreement, an
individual Holder shall always be able to personally elect whether he is paid in
cash or common stock under this Section 2. For the sake of clarity,
notwithstanding anything in either the Agreement or the Note Purchase Agreement,
the Holders, collectively, shall not have the ability to amend any agreement to
provide that an individual Holder must choose to be repaid in common stock. Put
differently, the Holders cannot force an individual Purchaser to convert his
note into stock.





The
Company agrees to make such calculation and submit to the Board of Directors a
resolution for the issuance of such shares, and thereafter deliver such
resolution with instructions for issuance of the shares to its transfer
agent.  After an election is made by a Holder, the Holder can change
his election upon 30 days prior written notice to the Chief Financial Officer of
the Company, and the new interest election shall be effective for the next
payment date after the notice was given.   Unless prepaid earlier
as set forth below, all unpaid principal and unpaid accrued interest on this
Note shall be due and payable on March 21, 2012 (the “Maturity
Date”).  This Note is being issued pursuant to, and it is subject to
the terms of the Note Purchase Agreement among the Company, the Holder and the
Purchasers attached as Exhibit A thereto, dated as of March 21, 2008 (the
“Purchase Agreement”), and the Security Agreement between the Company and the
Secured Parties (as defined therein), dated March 21, 2008 (the “Security
Agreement”).  In the event of any conflict between this Note and the
Purchase Agreement, the terms of this Note will control.  The assets
of the Company defined as “Collateral” in the Security Agreement shall serve as
security for repayment of this Note, as further described in the Security
Agreement.





2. Purchaser
Acknowledgment. Each Purchaser acknowledges that he has had the
opportunity to consult legal counsel concerning this Agreement, that the
Purchaser has read and understands this Amendment, that the Purchaser is fully
aware of its legal effect, and that the Purchaser has entered into it freely
based on his own judgment and not on any representations or promises other than
those contained in this Amendment.










3. Counterparts. This
Amendment may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.





Effect of Amendment.
Except as amended hereby, the Agreement shall remain in full force and effect
and is hereby ratified and affirmed. Any contrary or additional terms and
conditions attached to or part of any purchase order or similar document related
to this Agreement shall be invalid and non-binding on the parties





IN
WITNESS WHEREOF, the undersigned have duly executed this Amendment as of the
Effective Date.




POKERTEK:
            
            PURCHASER:By:
            /s/
      Mark Roberson
            
            By:
            /s/
      Lyle BermanPrint
      Name:
            Mark
      Roberson
            
            Print
      Name:
            Lyle
      BermanTitle:
            Acting
      CEO & CFO
            
            Title:
            ChairmanDate:
            7/9/09
            
            Date:
            7/6/09








PURCHASER:
            
            PURCHASER:By:
            
            
            By:
            /s/
      Arthur LomaxPrint
      Name:
            Gehrig
      White
            
            Print
      Name:
            Arthur
      LomaxTitle:
            Vice
      Chairman
            
            Title:
            DirectorDate:
            
            
            Date:
            7/6/09





PURCHASER:By:
            /s/
      James CrawfordPrint
      Name:
            James
      CrawfordTitle:
            President
      & DirectorDate:
            7/9/09





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