**POKERTEK,
        INC.**
 **2007
        STOCK INCENTIVE PLAN**
 
 **Restricted
        Stock Award Agreement**
 
 THIS
        AGREEMENT (together with Schedule A, attached hereto, this "Agreement"),
        effective as of _______________ ___, 200__, between POKERTEK, INC., a North
        Carolina corporation (the "Corporation"), and ______________, an Employee,
        Independent Contractor or Director of the Corporation or an Affiliate (the
        "Participant");
  R E C I T A L S :
  In
        furtherance of the purposes of the PokerTek, Inc. 2007 Stock Incentive Plan,
        as
        it may be hereafter amended and/or restated (the "Plan"), and in consideration
        of the services of the Participant and such other good and valuable
        consideration, the receipt and sufficiency of which are hereby acknowledged,
        the
        Corporation and the Participant hereby agree as follows:
  1.  Incorporation
        of Plan .
        The
        rights and duties of the Corporation and the Participant under this Agreement
        shall in all respects be subject to and governed by the provisions of the
        Plan,
        the terms of which are incorporated herein by reference. In the event of
        any
        conflict between the provisions in this Agreement and those of the Plan,
        the
        provisions of the Plan shall govern. Unless otherwise defined herein,
        capitalized terms in this Agreement shall have the same definitions as set
        forth
        in the Plan.
  2.  Terms
        of Award .
        The
        following terms used in this Agreement shall have the meanings set forth
        in this
        Section 2:
  The
        "Participant" is ______________________.
  The
        "Grant Date" is ______________________.
  The
        "Restriction Period" is the period beginning on the Grant Date and ending
        on
        such date or dates and satisfaction of such conditions as described in Schedule
        A, which is attached hereto and expressly made a part of this Agreement.
  The
        number of shares of common stock of the Corporation ("Common Stock") subject
        to
        the Restricted Stock Award granted under this Agreement shall be ______________
        (the "Shares").
  3.  Grant
        of Restricted Stock Award .
        Subject
        to the terms of this Agreement and the Plan, the Corporation hereby grants
        the
        Participant a Restricted Stock Award (the "Award") for that number of Shares
        of
        Common Stock as is set forth in Section 2.
  4.  Vesting
        and Earning of Award .
        Subject
        to the terms of the Plan, the Award shall be deemed vested and earned upon
        such
        date or dates, and subject to such conditions, as are described in this
        Agreement, including but not limited to the terms of Schedule A, attached
        hereto. The Administrator has sole authority to determine whether and to
        what
        degree the Award has vested and vested and is payable and to interpret the
        terms
        and conditions of this Agreement and the Plan.
   1
  
 5.  Effect
        of Change in Control .
  (a)  Notwithstanding
        any other provision of the Plan to the contrary, and except as may be otherwise
        provided in an employment agreement or other agreement between the Participant
        and the Corporation, in the event of a Change in Control, the Award, if
        outstanding as of the date of such Change in Control, shall become fully
        vested,
        whether or not then otherwise vested.
  (b)  Notwithstanding
        the foregoing, in the event that a Change in Control event occurs, then the
        Administrator may, in its sole and absolute discretion, determine that the
        Award
        shall not vest on an accelerated basis, if the Corporation or the surviving
        or
        acquiring corporation, as the case may be, shall have taken such action,
        including but not limited to the assumption of Awards granted under the Plan
        or
        the grant of substitute awards (in either case, with substantially similar
        terms
        or equivalent economic benefits as Awards granted under the Plan), as the
        Administrator determines to be equitable or appropriate to protect the rights
        and interests of Participants under the Plan. For the purposes herein, if
        the
        Committee is acting as the Administrator authorized to make the determinations
        provided for in this Section 5(b), the Committee shall be appointed by the
        Board
        of Directors, two-thirds of the members of which shall have been Directors
        of
        the Corporation prior to the Change in Control event.
  (c)  The
        Administrator shall have full and final authority, in its discretion, to
        determine whether a Change in Control of the Corporation has occurred, the
        date
        of the occurrence of such Change in Control and any incidental matters relating
        thereto.
  6.  Termination
        of Employment or Service; Forfeiture of Award .
        Except
        as may be otherwise provided in the Plan or this Agreement, in the event
        that
        the employment or service of the Participant is terminated for any reason
        and
        all or part of the Award has not yet vested pursuant to Section 4, Section
        5
        and/or Schedule A herein, then the Award, to the extent not vested as of
        the
        Participant's Termination Date, shall be forfeited immediately upon such
        termination, and the Participant shall have no further rights with respect
        to
        the Award or the Shares, cash or other benefits underlying that portion of
        the
        Award that has not yet vested. The Participant expressly acknowledges and
        agrees
        that the termination of his or her employment or service shall result in
        forfeiture of the Award and the Shares to the extent the Award has not vested
        as
        of his or her Termination Date.
  7.  Settlement
        of Award .
        The
        Award shall be payable in whole shares of Common Stock.
  8.  No
        Right of Employment or Service; Forfeiture of Award .
        Neither
        the Plan, the grant of the Award, nor any other action related to the Plan
        shall
        confer upon the Participant any right to continue in the employment or service
        of the Corporation or an Affiliate or interfere in any way with the right
        of the
        Corporation or an Affiliate to terminate the Participant's employment or
        service
        at any time. Except as otherwise provided in the Plan or this Agreement,
        all
        rights of the Participant with respect to the Award shall terminate upon
        termination of the Participant's employment or service.
  9.  Nontransferability
        of Award and Shares .
        The
        Award, to the extent not vested, shall not be transferable (including by
        sale,
        assignment, pledge or hypothecation) other than by will or the laws of intestate
        succession. The designation of a beneficiary in accordance with the Plan
        does
        not constitute a transfer. The Participant shall not sell, transfer, assign,
        pledge or otherwise encumber the Shares (except as may be provided in Section
        13
        herein) until the Restriction Period has expired and all conditions to vesting
        and transfer have been met.
   2
  
  10.  Superseding
        Agreement .
        This
        Agreement supersedes any statements, representations or agreements of the
        Corporation with respect to the grant of the Award, any other equity-based
        awards or any related rights, and the Participant hereby waives any rights
        or
        claims related to any such statements, representations or agreements. This
        Agreement does not supersede or amend any confidentiality agreement,
        nonsolicitation agreement, noncompetition agreement, employment agreement
        or any
        other similar agreement between the Participant and the Corporation, including,
        but not limited to, any restrictive covenants contained in such agreements.
  11.  Governing
        Law .
        Except
        as otherwise provided in the Plan or herein, this Agreement shall be construed
        and enforced according to the laws of the State of North Carolina, without
        regard to the conflict of laws provisions of any state, and in accordance
        with
        applicable federal laws of the United States.
  12.  Amendment
        and Termination; Waiver .
        Subject
        to the terms of the Plan and this Section 12, this Agreement may be modified
        or
        amended only by the written agreement of the parties hereto. Notwithstanding
        the
        foregoing, the Administrator shall have unilateral authority to amend the
        Plan
        and this Agreement (without Participant consent) to the extent necessary
        to
        comply with Applicable Laws or changes to Applicable Laws (including but
        not
        limited to Code Section 409A and federal securities laws). The waiver by
        the
        Corporation of a breach of any provision of this Agreement by the Participant
        shall not operate or be construed as a waiver of any subsequent breach by
        the
        Participant.
  13.  Certificates
        for Shares; Rights as Shareholder .
        The
        Participant and his or her legal representatives, legatees or distributees
        shall
        not be deemed to be the holder of any of the Shares and shall not have any
        rights of a shareholder unless and until certificates for such Shares have
        been
        issued to him or her or them. Unless the Administrator determines otherwise,
        a
        certificate or certificates for any of the Shares shall be issued in the
        name of
        the Participant as soon as practicable after the Award has been granted.
        Notwithstanding the foregoing, the Administrator may require that (a) the
        Participant deliver the certificate(s) for the Shares to the Administrator
        or
        its designee to be held in escrow until the Award vests (in which case the
        Shares will be released to the Participant) or is forfeited (in which case
        the
        Shares shall be returned to the Corporation); and/or (b) the Participant
        deliver
        to the Corporation a stock power, endorsed in blank, relating to the Shares
        that
        are subject to forfeiture. Except as otherwise provided in the Plan or this
        Agreement, the Participant shall have all voting, dividend and other rights
        of a
        shareholder with respect to the Shares following issuance of the certificate
        or
        certificates for the Shares.
  14.  Withholding;
        Tax Matters .
  (a)  The
        Participant acknowledges that the Corporation shall require the Participant
        to
        pay the Corporation in cash the amount of any local, state, federal, foreign
        or
        other tax or other amount required by any governmental authority to be withheld
        and paid over by the Corporation to such authority for the account of the
        Participant, and the Participant agrees, as a condition to the grant of the
        Award and delivery of the Shares or any other benefit, to satisfy such
        obligations. Notwithstanding the foregoing, the Administrator may establish
        procedures to permit the Participant to satisfy such obligations in whole
        or in
        part, and any other local, state, federal, foreign or other income tax
        obligations relating to the Award, by electing (the "election") to have the
        Corporation withhold shares of Common Stock from the Shares to which the
        Participant is entitled. The number of the Shares to be withheld shall have
        a
        Fair Market Value as of the date that the amount of tax to be withheld is
        determined as nearly equal as possible to (but not exceeding) the amount
        of such
        obligations being satisfied. Each election must be made in writing to the
        Administrator in accordance with election procedures established by the
        Administrator.
   3
  
  (b)  The
        Participant acknowledges that the Corporation has made no warranties or
        representations to the Participant with respect to the tax consequences
        (including, but not limited to, income tax consequences) related to the
        transactions contemplated by this Agreement, and the Participant is in no
        manner
        relying on the Corporation or its representatives for an assessment of such
        tax
        consequences. The Participant acknowledges that there may be adverse tax
        consequences upon acquisition or disposition of the Shares and that the
        Participant has been advised that he or she should consult with his or her
        own
        attorney, accountant, and/or tax advisor regarding the decision to enter
        into
        this Agreement and the consequences thereof. The Participant also acknowledges
        that the Corporation has no responsibility to take or refrain from taking
        any
        actions in order to achieve a certain tax result for the Participant.
  15.  Administration .
        The
        authority to construe and interpret this Agreement and the Plan, and to
        administer all aspects of the Plan, shall be vested in the Administrator,
        and
        the Administrator shall have all powers with respect to this Agreement as
        are
        provided in the Plan. Any interpretation of this Agreement by the Administrator
        and any decision made by it with respect to this Agreement is final and binding.
  16.  Notices .
        Except
        as may be otherwise provided by the Plan, any written notices provided for
        in
        this Agreement or the Plan shall be in writing and shall be deemed sufficiently
        given if either hand delivered or if sent by fax or overnight courier, or
        by
        postage paid first class mail. Notices sent by mail shall be deemed received
        three business days after mailed but in no event later than the date of actual
        receipt. Notices shall be directed, if to the Participant, at the Participant's
        address indicated by the Corporation's records (or such other address as
        may be
        designated by the Participant in a manner acceptable to the Administrator),
        or,
        if to the Corporation, at the Corporation's principal office, attention Chief
        Financial Officer.
  17.  Severability . If
        any
        provision of this Agreement shall be held illegal or invalid for any reason,
        such illegality or invalidity shall not affect the remaining parts of this
        Agreement, and this Agreement shall be construed and enforced as if the illegal
        or invalid provision had not been included.
  18.  Restrictions
        on Award and Shares .
  (a)  As
        a
        condition to the issuance and delivery of the Shares, or the grant of any
        benefit pursuant to the Plan, the Corporation may require the Participant
        or
        other person to become a party to this Agreement, any agreement(s) restricting
        the transfer, purchase or repurchase of shares of Common Stock, any voting
        agreement(s), any employment agreement(s), any consulting agreement(s), any
        non-competition agreement(s), any confidentiality agreement(s), any
        non-solicitation agreement(s) and/or any other agreement(s) imposing such
        restrictions as may be required by the Corporation. Without in any way limiting
        the effect of the foregoing, the Participant or other holder of any of the
        Shares shall be permitted to transfer such shares only if such transfer is
        in
        accordance with the terms of Section 15 of the Plan, this Agreement and/or
        any
        other applicable agreement(s). The Participant acknowledges that the acquisition
        of any of the Shares by the Participant or other holder is subject to, and
        conditioned upon, the agreement of the Participant or such holder to the
        restrictions described in Section 15 of the Plan, this Agreement and/or any
        other applicable agreement(s).
   4
  
  (b)  The
        Corporation may impose such restrictions on the Award, the Shares and/or
        any
        other benefits underlying the Award as it may deem advisable, including without
        limitation restrictions under the federal securities laws, the requirements
        of
        any stock exchange or similar organization and any blue sky, state or foreign
        securities laws applicable to such securities. Notwithstanding any other
        provision in the Plan or this Agreement to the contrary, the Corporation
        shall
        not be obligated to issue, deliver or transfer shares of Common Stock, make
        any
        other distribution of benefits, or take any other action, unless such delivery,
        distribution or action is in compliance with Applicable Laws (including but
        not
        limited to the requirements of the Securities Act). The Corporation may cause
        a
        restrictive legend or legends (including but in no way limited to any legends
        that may be necessary or appropriate pursuant to Section 13 herein) to be
        placed
        on any certificate for any of the Shares issued pursuant to the Award in
        such
        form as may be prescribed from time to time by Applicable Laws or as may
        be
        advised by legal counsel.
  19.  Counterparts;
        Further Instruments .
        This
        Agreement may be executed in two or more counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        instrument. The parties hereto agree to execute such further instruments
        and to
        take such further action as may be reasonably necessary to carry out the
        purposes and intent of this Agreement.
  20.  Effect
        of Changes in Status .
        Unless
        the Administrator determines otherwise, the Award shall not be affected by
        any
        change in the terms, conditions or status of the Participant's employment
        or
        service, provided that the Participant continues to be an employee of, or
        in
        service to, the Corporation or an Affiliate.
  21.  Rules
        of Construction .
        Headings are given to the sections of this Agreement solely as a conveni-ence
        to
        facilitate reference. The reference to any statute, regulation or other
        provision of law shall be construed to refer to any amendment to or successor
        of
        such provision of law.
  22.  Successors
        and Assigns .
        This
        Agreement shall be binding upon the Corporation and its successors and assigns,
        and the Participant and his or her executors, administrators and permitted
        transferees and beneficiaries.
  23.  Right
        of Offset .
        Notwithstanding any other provision of the Plan or this Agreement, the
        Corporation may reduce the amount of any payment or benefit otherwise payable
        to
        or on behalf of the Participant by the amount of any obligation of the
        Participant to or on behalf of the Corporation or an Affiliate that is or
        becomes due and payable.
  [Signature
        Page Follows]
  5
  IN
        WITNESS WHEREOF, this Agreement has been executed in behalf of the Corporation
        and by the Participant on the day and year first above written.
  POKERTEK,
                    INC.By:Gehrig
                      H. WhiteChief
                      Executive Officer
 Attest:
  James
                      CrawfordSecretary
  PARTICIPANTPrinted
                      Name
    6
 
 
  **[Insert
        applicable Schedule A]**
 
 **POKERTEK,
        INC.**
 **2007
        STOCK INCENTIVE PLAN**
  **Restricted
        Stock Award Agreement**
  **SCHEDULE
        A**
  PERFORMANCE
        MEASURES
  1.  Purpose .
        The
        purpose of this Schedule A is to set forth the Performance Measures that
        will be
        applied to determine the amount of the Award to be made under the terms of
        the
        attached Restricted Stock Award Agreement (the "Agreement"). This Schedule
        A is
        incorporated into and forms a part of the Agreement.
  2.  Revision
        of Performance Measures .
        The
        Performance Measures set forth in this Schedule A may be modified by the
        Administrator during, and after the end of, the Restriction Period to reflect
        significant events that occur during the Restriction Period.
  3.  Performance
        Goals .
        The
        Performance Goals shall be as follows:
  **[Insert
        Schedule]**
  4.  Amount
        of Award .
        The
        amount distributable to the Participant under the Agreement shall be determined
        in accordance with the following schedule:
  **[Insert
        Schedule]**
 
 
 Schedule
            A-1
  **[Insert
        applicable Schedule A]**
  **POKERTEK,
        INC.**
 **2007
        STOCK INCENTIVE PLAN**
  **Restricted
        Stock Award Agreement**
  **SCHEDULE
        A**
  SERVICE
        MEASURES
  Grant  Date:  ,  .
  Number
        of
        Shares Subject to Award:  shares.
  Restriction
        Period: The Shares subject to the Award shall vest and be earned, as provided
        below, subject to the terms and conditions as may be imposed by the Plan
        and the
        Agreement:
  **Date
                  of Vesting**
              
              **Percentage
                  of Shares Vested****[Insert
                  Schedule]**
 
 
 Schedule
            A-2
  **[Insert
        applicable Schedule A]**
  **POKERTEK,
        INC.**
 **2007
        STOCK INCENTIVE PLAN**
  **Restricted
        Stock Award Agreement**
  **SCHEDULE
        A**
  COMBINATION
        OF PERFORMANCE AND SERVICE MEASURES
  **A.**  **Performance
        Measures**
  1.  Purpose .
        The
        purpose of this portion of Schedule A is to set forth the Performance Measures
        that will be applied to determine the amount of the Award to be made under
        the
        terms of the attached Restricted Stock Award Agreement (the "Agreement").
        This
        Schedule A is incorporated into and forms a part of the Agreement.
  2.  Revision
        of Performance Measures .
        The
        Performance Measures set forth in this Schedule A may be modified by the
        Administrator during, and after the end of, the Restriction Period to reflect
        significant events that occur during the Restriction Period.
  3.  Performance
        Goals .
        The
        Performance Goals shall be as follows:
  **[Insert
        Schedule]**
  4.  Amount
        of Award .
        The
        amount distributable to the Participant under the Agreement shall be determined
        in accordance with the following schedule:
  **[Insert
        Schedule]**
  **B.**  **Service
        Measures**
  Grant  Date:  ,  .
  Number
        of
        Shares Subject to Award:  shares.
  Restriction
        Period: The Shares subject to the Award shall vest and be earned, as provided
        below, subject to the terms and conditions as may be imposed by the Plan
        and the
        Agreement:
  **Date
                  of Vesting**
              
              **Percentage
                  of Shares Vested****[Insert
                  Schedule]**
 
 
 Exhibit
          A-1