**POKERTEK,
      INC.**


**2007
      STOCK INCENTIVE PLAN**




**Employee
      Incentive Stock Option Agreement**




THIS
      AGREEMENT (together with Schedule A, attached hereto, this "Agreement"),
      effective as of _____________ ____, 200__ (the "Grant Date"), between POKERTEK,
      INC., a North Carolina corporation (the "Corporation"), and
      __________________________, an Employee (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.  Grant
      of Option; Term of Option .
      The
      Corporation hereby grants to the Participant pursuant to the Plan, as a matter
      of separate inducement and agreement in connection with his or her employment
      with or service to the Corporation or an Affiliate, and not in lieu of any
      salary or other compensation for his or her services, the right and Option
      (the
      "Option") to purchase all or any part of such aggregate number of shares (the
      "Shares") of common stock of the Corporation ("Common Stock") at an option
      price
      (the "Option Price") as specified on Schedule A, and subject to such other
      terms
      and conditions as may be stated herein or in the Plan or on Schedule A. The
      Participant expressly acknowledges that the terms of Schedule A shall be
      incorporated herein by reference and shall constitute part of this Agreement.
      The Corporation and the Participant further acknowledge and agree that the
      signatures of the Corporation and the Participant on the Grant Notice contained
      in Schedule A shall constitute their acceptance of all of the terms of this
      Agreement and their agreement to be bound by the terms of this
      Agreement .
      The
      Option shall be designated as an Incentive Option. To the extent that the Option
      is designated as an Incentive Option and such Option or portion thereof does
      not
      qualify as an Incentive Option, the Option or portion thereof shall be treated
      as a Nonqualified Option. Except as otherwise provided in the Plan or this
      Agreement, this Option will expire if not exercised in full by the Expiration
      Date specified on Schedule A.




3.  Exercise
      of Option .
      Subject
      to the terms of the Plan and this Agreement, the Option shall become exercisable
      on the date or dates, and subject to such conditions, as are set forth on
      Schedule A. To the extent that the Option is exercisable but is not exercised,
      the Option shall accumulate and be exercisable by the Participant in whole
      or in
      part at any time prior to expiration of the Option, subject to the terms of
      the
      Plan and this Agreement. The
      total
      number of shares that may be acquired upon exercise of the Option shall be
      rounded down to the nearest whole share.  The
      Participant expressly acknowledges that the Option may vest and be exercisable
      only upon such terms and conditions as are provided in this Agreement (including
      the terms set forth in Schedule A) and the Plan .
      Upon
      the exercise of the Option in whole or in part and payment of the Option Price
      in accordance with the provisions of the Plan and this Agreement, the
      Corporation shall, as soon thereafter as practicable, deliver to the Participant
      a certificate or certificates for the Shares purchased. Payment of the Option
      Price may be made in the form: (a) of cash or cash equivalent; and, subject
      to
      any terms and conditions that may be established by the Administrator, payment
      may also be made (b) by delivery (by either actual delivery or attestation)
      of
      shares of Common Stock owned by the Participant; (c) by shares of Common Stock
      withheld upon exercise; (d) when a public market (as determined under the Plan)
      for shares of Common Stock exists, by delivery of written notice of exercise
      to
      the Corporation and delivery to a broker of written notice of exercise and
      irrevocable instructions to promptly deliver to the Corporation the amount
      of
      sale or loan proceeds to pay the Option Price; or (e) by any combination of
      the
      foregoing methods. Shares delivered or withheld in payment on the exercise
      of
      the Option shall be valued at their Fair Market Value on the date of exercise,
      as determined in accordance with the provisions of the Plan.












4.  No
      Right of Employment or Service .
      Neither
      the Plan, the grant of the Option, 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 Option shall
      terminate upon termination of the Participant's employment or
      service.




5.  Termination
      of Employment .
      The
      Option shall not be exercised unless the Participant is, at the time of
      exercise, an Employee and has been an Employee continuously since the date
      the
      Option was granted, subject to the following:




(a)  The
      employment relationship of the Participant shall be treated as continuing intact
      for any period that the Participant is on military or sick leave or other bona
      fide leave of absence, provided that the period of such leave does not exceed
      three months, or, if longer, as long as the Participant's right to reemployment
      is guaranteed either by statute or by contract. The employment relationship
      of
      the Participant shall also be treated as continuing intact while the Participant
      is not in active service because of Disability. The Administrator shall
      determine whether the Participant is disabled and, if applicable, the
      Participant's Termination Date.




(b)  If
      the
      employment of the Participant is terminated because of Disability or death,
      the
      Option may be exercised only to the extent exercisable on the Participant's
      Termination Date. The Option must be exercised, if at all, prior to the first
      to
      occur of the following, whichever shall be applicable: (i) the close of the
      one-year period following the Termination Date; or (ii) the close of the Option
      Period. In the event of the Participant's death, the Option shall be exercisable
      by such person or persons as shall have acquired the right to exercise the
      Option by will or by the laws of intestate succession.




(c)  If
      the
      employment of the Participant is terminated for Cause, the Option shall lapse
      and no longer be exercisable as of the Participant's Termination Date, as
      determined by the Administrator. For purposes of this Agreement, "Cause" shall
      mean the Participant's termination of employment or service resulting from
      the
      Participant's (i) termination for "cause" as defined under the Participant's
      employment, consulting or other agreement with the Corporation or an Affiliate,
      if any, or (ii) if the Participant has not entered into any such employment,
      consulting or other agreement (or if any such agreement does not address the
      effect of a "cause" termination), then the Participant's termination shall
      be
      for "Cause" if termination results due to the Participant's (A) dishonesty,
      (B)
      refusal to perform his duties for the Corporation or continued failure to
      perform his duties to the Corporation in a manner acceptable to the Corporation,
      as determined by the Administrator or its designee, (C) engaging in fraudulent
      conduct, or (D) engaging in any conduct that could be materially damaging to
      the
      Corporation without a reasonable good faith belief that such conduct was in
      the
      best interest of the Corporation. The determination of "Cause" shall be made
      by
      the Administrator and its determination shall be final and conclusive. Without
      in any way limiting the effect of the foregoing, for purposes of the Plan and
      this Agreement, the Participant's employment shall be deemed to have terminated
      for Cause if, after the Participant's employment has terminated, facts and
      circumstances indicate that, in the opinion of the Administrator, the
      Participant's termination was for Cause.












(d)  If
      the
      employment of the Participant is terminated for any reason other than
      Disability, death or for Cause (which are addressed in (b) and (c) above),
      to
      the extent the Option is not then exercisable, the Option will lapse. To
      the
      extent the Option is exercisable , the
      Option must be exercised ,
      if at
      all, prior
      to the first to occur of the following ,
      whichever shall be applicable: (i) the
      close of the three-month period following the Termination Date ;
      or (ii) the
      close of the Option Period .
      If the
      Participant dies following such termination of employment and prior to the
      earlier of the dates specified in (i) or (ii) of this subparagraph (d), the
      Participant shall be treated as having died while employed under subparagraph
      (b) above (treating for this purpose the Participant's date of termination
      of
      employment as the Termination Date). In the event of the Participant's death,
      the Option shall be exercisable by such person or persons as shall have acquired
      the right to exercise the Option by will or by the laws of intestate
      succession.




6.  Effect
      of Change in Control .




(a)  Notwithstanding
      any other provision of the Plan to the contrary, and except as maybe otherwise
      provided in an employment agreement or other agreement between the Participant
      and the Corporation, in the event of a Change in Control, the Option, if
      outstanding as of the date of such Change in Control, shall become fully
      exercisable, whether or not then otherwise exercisable.




(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
      Option shall not vest or become exercisable 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 6(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.




7.  Notice
      of Disposition .
      To the
      extent that the Option is designated as an Incentive Option, if the Shares
      acquired upon exercise of the Option are disposed of within two years following
      the Grant Date or one year following the transfer of such Shares to the
      Participant upon exercise, the Participant shall, promptly following such
      disposition, notify the Corporation in writing of the date and terms of such
      disposition and provide such other information regarding the disposition as
      the
      Administrator may reasonably require.




8.  Limitation
      on Incentive Options .
      In no
      event shall there first become exercisable by the Participant in any one
      calendar year Incentive Options granted by the Corporation or any Parent or
      Subsidiary with respect to shares having an aggregate Fair Market Value
      (determined at the time an Incentive Option is granted) greater than $100,000.
      To the extent that any Incentive Options are first exercisable by the
      Participant in excess of such limitation, the excess shall be considered a
      Nonqualified Option.












9.  Nontransferability
      of Option .
      To the
      extent the Option qualifies as an Incentive Option, the Option shall not be
      transferable (including by sale, assignment, pledge or hypothecation) other
      than
      by will or the laws of intestate succession or, in the Administrator's
      discretion, as may otherwise be permitted in accordance with Treas. Reg. Section
      1.421-1(b)(2) or any successor provision thereto. To the extent that the Option
      is treated as a Nonqualified Option, the Option shall not be transferable
      (including by sale, assignment, pledge or hypothecation) other than by will
      or
      the laws of intestate succession, except as may be permitted by the
      Administrator in a manner consistent with the registration provisions of the
      Securities Act. Except as may be permitted by the preceding sentences, the
      Option shall be exercisable during the Participant's lifetime only by him or
      her
      or by his or her guardian or legal representative. The designation of a
      beneficiary in accordance with the Plan does not constitute a
      transfer.




10.  Superseding
      Agreement .
      This
      Agreement supersedes any statements, representations or agreements of the
      Corporation with respect to the grant of the Option, 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,
      non-solicitation agreement, non-competition 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 Code Section 422 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.  No
      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 and delivered to him or her or them.












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
      Option 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 Option, 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.




(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 on Schedule A (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 Option 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).












(b)  The
      Corporation may impose such restrictions on the Option, the Shares and/or any
      other benefits underlying the Option 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 to be placed on any certificate
      for
      the Shares issued pursuant to the exercise of the Option 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 Option shall not be affected by
      any
      change in the terms, conditions or status of the Participant's employment,
      provided that the Participant continues to be an employee of 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.




*[Signatures
      of the Corporation and the Participant follow on Schedule A/Grant
      Notice.]*











**POKERTEK,
      INC.**


**2007
      STOCK INCENTIVE PLAN**


**Employee
      Incentive Stock Option Agreement**


**Schedule
      A/Grant Notice**




1.  Pursuant
      to the terms and conditions of the Corporation ' s
      2007
      Stock Incentive Plan (the "Plan"), you (the "Participant") have been granted
      an
      option (the "Option") to purchase ________ shares (the "Shares") of our Common
      Stock as outlined below.




Name
                  of Participant:
              ____________________________________Address:
              ____________________________________________________________________________________________________________Grant
                  Date:
              ,
                  20____
                ____________________________________Number
                  of Shares Subject to Option:
              ____________________________________Option
                  Price:
              $
                ____________________________________Type
                  of Option:
              Incentive
                  Stock Option
                ____________________________________Expiration
                  Date (Last day of Option Period):
              ,
                    20________________________________________Vesting
                  Schedule/Conditions:
              ____________________________________________________________________________________________________________




2.  By
      my
      signature below, I, the Participant, hereby acknowledge receipt of this Grant
      Notice and the Option Agreement (the "Agreement") dated __________ ___, 200__,
      between the Participant and PokerTek, Inc. (the "Corporation") which is attached
      to this Grant Notice. I understand that the Grant Notice and other provisions
      of
      Schedule A herein are incorporated by reference into the Agreement and
      constitute a part of the Agreement. By
      my
      signature below, I further agree to be bound by the terms of the Plan and the
      Agreement, including but not limited to the terms of this Grant Notice and
      the
      other provisions of Schedule A contained herein. The Corporation reserves the
      right to treat the Option and the Agreement as canceled, void and of no effect
      if the Participant fails to return a signed copy of the Grant Notice within
      30
      days of the grant date stated above.




Signature:
            ____________________________________
            
            Date:
            ____________________________________Participant




Agreed
              to
              by:POKERTEK,
              INC.By:
            ____________________________________Gehrig
                H. WhiteChief
                Executive Officer


Attest:




____________________________________James
                CrawfordSecretary


*Note:
      If there are any discrepancies in the name or address shown above, please make
      the appropriate corrections on this form. Please retain a copy of the Agreement,
      including a signed copy of this Grant Notice, for your files.*






Exhibit
        A-1