Exhibit
      10.4





**NOTE****PURCHASE
      AGREEMENT**








This
      Note
      Purchase Agreement  (the
      “ Agreement ”)
      is
      entered into as of March 24, 2008 by and among Pokertek, Inc., a North Carolina
      corporation (the “ Company ”),
      and
      the persons (such persons collectively, the “Purchasers”) listed on the attached Annex
      I (the
“ Schedule
      of Purchasers ”).
      The
      investment amounts of the Purchasers are referenced on the Schedule of
      Purchasers.





WHEREAS,
      the Company desires to enter into this Agreement with the Purchasers to sell
      and
      issue secured promissory notes in substantially the form attached hereto as Exhibit
      A (the
“ Notes ”);
      and





WHEREAS,
      the Notes are to be secured by a Security Agreement substantially in the form
      of Exhibit
      B attached
      hereto (the “ Security
      Agreement ”);
      and





WHEREAS,
      the Purchasers desire to enter into this Agreement to acquire the Notes on
      the
      terms and conditions set forth herein;





NOW,
      THEREFORE, in consideration of the mutual promises, covenants and conditions
      set
      forth in this Agreement, the parties to this Agreement mutually agree as
      follows.





**ARTICLE
      I**


**PURCHASE,
      SALE AND TERMS**





Section
      1.01. The
      Notes .
      The
      Company has authorized the issuance and sale to the Purchasers of the Company’s
      13% Notes in the aggregate principal amount of up to $3,000,000. The Purchasers
      have agreed to purchase said Notes in the initial amount of $2,000,000. The
      Purchasers are under no obligation to purchase and the Company is under no
      obligation to issue additional Notes in excess of the initial $2,000,000 amount.
      In the event the Company agrees to issue and the Purchasers agree to purchase
      an
      additional $1,000,000 in Notes at a subsequent date (the “Additional Notes”),
      such Additional Notes will be subject to this Agreement, and the Additional
      Notes shall be allocated in the same percentage amount as the initial $2,000,000
      in Notes unless the Purchasers otherwise agree.





Section
      1.02. Purchase
      and Sale of Notes .
      On the
      date hereof, the Company agrees to issue and sell to the Purchasers, and the
      Purchasers agree to purchase Notes in the aggregate principal amount set forth
      opposite their name on the Schedule of Purchasers (the “ Purchase
      Amount ”).
      Each
      Purchaser shall tender the Purchase Amount to the Company by wire transfer
      and
      execute and deliver a copy of this Agreement and the Security Agreement. The
      Company shall execute and deliver to each Purchaser a copy of this Agreement,
      the Security Agreement and the applicable Note.





Section
      1.03. Registration
      of Notes .
      The
      Company shall maintain a register of the Notes to record therein the name and
      address of the registered holder thereof, instructions for notices and payments
      of principal and interest, and other information for transfers or exchanges
      of
      the Notes. No transfer of a Note shall be valid unless made by the registered
      holder and the registered holder shall be deemed the owner thereof for purposes
      of this Agreement, including payment of principal and interest therein.
      Notwithstanding anything in this Section 1.03, the transfer of any Note or
      shall
      be subject to the restrictions on transfer set forth therein.








ARTICLE
      II


REPRESENTATIONS
      AND WARRANTIES OF THE PURCHASERS





Each
      Purchaser, severally and not jointly, hereby represents and warrants to the
      Company, as of the date hereof and as of the date of the closing of its
      respective purchase of Notes as follows:





Section
      2.01. Investment
      Representations .
      It is
      its present intention to acquire the Notes which it may receive pursuant to
      this
      Agreement, for its own account and that each such Note is being and will be
      acquired by it for the purpose of investment and not with a view to distribution
      or resale. The Purchaser warrants and agrees that he will not sell or transfer
      any such Note without registration under applicable federal and state securities
      laws, or the availability of appropriate exemptions therefrom. The Purchaser
      agrees that each such Note will bear a restrictive legend or legends stating
      that the same has not been registered under applicable federal and state
      securities laws and referring to restrictions on its transferability and
      sale.





Section
      2.02. Knowledge,
      Experience and Due Diligence .
      The
      Purchaser acknowledges that he is a sophisticated investor and has such
      knowledge and experience in financial and business matters that he is capable
      of
      evaluating the merits and risks of this investment and has substantial
      experience in making investment decisions of the type contemplated hereby.
      The
      Purchaser can bear the economic risks of this investment, can afford a complete
      loss of his investment and has no present need for liquidity in conjunction
      with
      the purchase of the Notes. During the course of this transaction and prior
      to
      the sale of the Notes hereunder, the Purchaser acknowledges that he has had
      the
      opportunity to ask questions of, and has received satisfactory answers from,
      management of the Company concerning the terms and conditions of this investment
      and the business and operations of the Company.





Section
      2.03. Accredited
      Investor .
      The
      Purchaser meets the criteria of an “accredited investor” as defined in Rule 501
      of Regulation D adopted under the Securities Act of 1933, as
      amended.





Section
      2.04. Residency .
      In
      state of such Purchaser’s residency is correctly set forth on Annex I attached
      hereto.





ARTICLE
      III


REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY





The
      Company represents and warrants to each Purchaser as of the closing of each
      sale
      of Securities as follows:





Section
      3.01. Organization
      of the Company .
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of North Carolina and has full corporate power
      and
      authority to conduct its business as currently conducted. The Company is duly
      qualified as a foreign corporation to do business and is in good standing in
      every jurisdiction in which the property owned or leased by it or the nature
      of
      the business conducted by it makes such qualification necessary, except to
      the
      extent that the failure to be so qualified or in good standing would not
      reasonably be expected to have, individually or in the aggregate, a material
      adverse effect on the business, operations, conditions (financial or otherwise),
      properties, assets or results of operations of the Company (a “ Material
      Adverse Effect ”).








Section
      3.02. Corporate
      Action .
      The
      Company has all corporate right, power and authority to enter into this
      Agreement and to consummate the transactions contemplated hereby. All corporate
      action on the part of the Company, its directors and stockholders necessary
      for
      the (i) authorization, execution, delivery and performance of this Agreement
      and
      the Security Agreement by the Company; and (ii) authorization, sale, issuance
      and delivery of the Securities contemplated hereby and the performance of the
      Company's obligations hereunder has been taken. This Agreement and the Security
      Agreement have been duly executed and delivered by the Company and constitute
      legal, valid and binding obligations of the Company, enforceable against the
      Company in accordance with their terms, subject to laws of general application
      relating to bankruptcy, insolvency and the relief of debtors and rules of law
      governing specific performance, injunctive relief or other equitable remedies,
      and to limitations of public policy. The Notes, when issued and fully paid
      for
      in accordance with the terms of this Agreement, will be validly issued.





Section
      3.03 Insurance .
      The
      Company maintains fire, casualty and liability, directors and officers and
      other
      insurance policies considered customary in the Company’s business and such
      policies are in full force and effect.





Section
      3.04. No
      Conflict; Governmental Consents .





(a)  Except
      as
      would not reasonably be expected to have a Material Adverse Effect, the
      execution and delivery by the Company of this Agreement and the Security
      Agreement and the consummation of the transactions contemplated hereby and
      thereby will not result in the violation of any law, statute, rule, regulation,
      order, writ, injunction, judgment or decree of any court or governmental
      authority to or by which the Company is bound, or of any provision of the
      articles of incorporation or by-laws of the Company, and will not conflict
      with,
      or result in a breach or violation of, any of the terms or provisions of, or
      constitute (with due notice or lapse of time or both) a default under, any
      lease, loan agreement, mortgage, security agreement, trust indenture or other
      agreement or instrument to which the Company is a party or by which it is bound
      or to which any of its properties or assets is subject, nor result in the
      creation or imposition of any lien upon any of the properties or assets of
      the
      Company.





(b)  No
      consent, approval, authorization or other order of any governmental authority
      or
      other third party is required to be obtained by the Company in connection with
      the authorization, execution and delivery of this Agreement or the Security
      Agreement or with the authorization, issue and sale of the Notes, except as
      has
      been obtained or such filings as may be required to be made with the United
      States Securities and Exchange Commission and with any state or foreign blue
      sky
      or securities regulatory authority relating to an exemption from registration
      thereunder.





Section
      3.05. Title
      to Properties and Assets .
      The
      Company has good and marketable title to its properties and assets (except
      properties and assets held under leases) in each case subject to no mortgage,
      pledge, lien, lease, encumbrance or charge, other than (a) the lien of
      current taxes not yet due and payable, and (b) possible minor liens and
      encumbrances that do not in any case, either individually or in the aggregate,
      materially detract from the value of the property subject thereto or materially
      impair the operations of the Company, or that have not arisen other than in
      the
      ordinary course of business. The property and assets held under any lease by
      the
      Company are held by each under leases that remain in force, and there exists
      no
      default or other occurrence or condition that could result in a default or
      termination thereunder.








Section
      3.06. Taxes .
      The
      Company has accurately prepared and timely filed all United States income tax
      returns and all state and municipal tax returns that are required to be filed
      by
      it, if any, and has paid or made provision for the payment of all taxes, if
      any,
      that have become due pursuant to such returns. No deficiency assessment or
      proposed adjustment of the Company’s United States income tax or state or
      municipal taxes is pending and there is no liability as of the date hereof
      for
      any tax for which there is not an adequate reserve reflected in the Financial
      Statements. All federal, state, local and foreign franchise, sales, use,
      occupancy, excise, withholding and other taxes and assessments (including
      interest and penalties) payable by, or due from, the Company have been fully
      paid or adequately disclosed and fully provided for in the books and financial
      statements of the Company. No examination of any tax return of the Company
      is
      currently in progress. There are no outstanding agreements or waivers extending
      the statutory period of limitation applicable to any tax return of the Company.





Section
      3.8. Disclosure .
      No
      representation or warranty made by the Company in this Agreement, nor any
      financial statement, certificate, schedule, exhibit or other document prepared
      and/or furnished by the Company or its representatives pursuant hereto or
      pursuant to the Purchaser’s due diligence requests contains any untrue statement
      of material fact, or omits to state a material fact necessary to make the
      statements contained herein or therein not misleading in light of the
      circumstances under which they were furnished.








ARTICLE
      IV


GENERAL
      PROVISIONS





Section
      4.01. Miscellaneous .
      No
      failure or delay on the part of any party in exercising any right, power or
      remedy hereunder or under the Notes shall operate as a waiver thereof. The
      waiver by any party of a breach of any provision of this Agreement, the Security
      Agreement, or the Notes shall not operate or be construed as a waiver of any
      subsequent breach. This Agreement, the Security Agreement, and the Notes
      constitute the entire agreement between the parties with respect to the subject
      matter hereof and supersede all proposals and agreements, whether written or
      oral, and all other communications between the parties relating to the subject
      matter of this Agreement, the Security Agreement, and the Notes. The invalidity,
      illegality or unenforceability of any provision of this Agreement, the Security
      Agreement, or the Notes shall in no way affect the validity, legality or
      enforceability of any other provision. This Agreement, the Security Agreement,
      and the Notes shall be binding upon and inure to the benefit of the Company
      and
      the Purchasers and their respective successors and assigns. All notices
      hereunder shall be in writing and shall be deemed given when sent by certified
      or registered mail, postage prepaid, return receipt requested, at the addresses
      set forth in the Company’s records. This Agreement, the Security Agreement, and
      the Notes shall be governed by and construed in accordance with the internal
      laws of the State of North Carolina, without regard to conflict of laws
      provisions. This Agreement may be amended by the written agreement of the
      Company and the holders of Notes representing at least three-fourths (3/4)
      note
      holders.








[ ***Signature
      Pages Follow*** .]








IN
      WITNESS WHEREOF, the parties have caused this Agreement to be executed as an
      instrument under seal and as of the date first above written.




**POKERTEK,
                  INC.**March
                  24, 2008
              By:
              /s/
                  Chris
                  HalliganName:
              Chris
                  HalliganTitle:
              Chief
                  Executive OfficerPURCHASERS:
  /s/
      Lyle
      Berman


Lyle
      Berman





/s/
      Gehrig
      White


Gehrig
      White





/s/
      James
      Crawford


James
      Crawford





/s/
      Arthur
      Lomax


Arthur
      Lomax














{Signature
      Page to Note Purchase Agreement}











**Annex
      I**





**Schedule
      of Purchasers**








**Name
                and Address of Purchaser**
            **Initial
                Commitment Amount**Lyle
                Berman
            $500,000Gehrig
                White
            $500,000James
                Crawford
            $500,000Lee
                Lomax
            $500,000**TOTAL**
            **$2,000,000**












**Exhibit
      A**


**[FORM
        OF NOTE]**
 
 THIS
        NOTE
        HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
        APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT
        AND
        NOT WITH A VIEW TO DISTRIBUTION OR RESALE. THIS NOTE MAY NOT BE SOLD, MORTGAGED,
        PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
        STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE
        STATE
        SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION
        PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE
        SECURITIES LAWS.
 
 THIS
        NOTE
        HAS BEEN ISSUED UNDER AND IS SUBJECT TO THE TERMS AND PROVISIONS OF THE NOTE
        PURCHASE AGREEMENT DATED AS OF MARCH [XX], 2008, AMONG POKERTEK, INC. (THE
        “ COMPANY ”)
        AND
        THE INVESTORS PARTY THERETO, AS IT MAY BE AMENDED, SUPPLEMENTED AND/OR RESTATED
        FROM TIME TO TIME.
  **POKERTEK,
          INC.**
 **SECURED
          PROMISSORY NOTE**


$2,000,000.00
              March
                  [xx], 2008
 
 1.  Principal .
        POKERTEK INC., a North Carolina corporation (the “ Company ”),
        for
        value received, hereby promises to pay to the order of Lyle Berman, Gehrig
        White, James Crawford, and Arthur Lomax (collectively, and in equal proportion,
        “ Holder ”)
        in
        lawful money of the United States of America at the address for notices to
        Holder set forth below, the principal amount of 2,000,000, together with
        interest as set forth below.
 
 2.  Interest
        and Maturity .
        The
        Company promises to pay interest on the unpaid principal amount from the
        date
        hereof until such principal amount is paid in full at the rate of thirteen
        percent (13%) per annum. Interest from the date hereof shall be computed
        on the
        basis of a 365-day year, compounded annually. 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, 2010 (the “ Maturity
        Date ”).
        This
        Note is being issued pursuant to, and is subject to the terms of, that certain
        Note Purchase Agreement among the Company, the Holder and the Purchasers
        listed
        on Exhibit
        A thereto,
        dated as of March 21, 2008 (the “ Purchase
        Agreement ”),
        and
        that certain 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. Terms not otherwise
        defined herein shall have the meanings given to them in the Purchase
        Agreement.
 
 
 
 3.  Prepayment .  All
        unpaid principal and unpaid accrued interest of this Note may be prepaid,
        in
        whole or in part, at any time in the discretion of the Company without any
        prepayment penalty or charge. Any prepayment of this Note will be credited
        first
        against accrued interest, then principal. Upon payment in full of the amount
        of
        all principal and interest payable hereunder, this Note shall be surrendered
        to
        the Company for cancellation.
 
 4.  Notices .
        Any
        notice, other communication or payment required or permitted hereunder shall
        be
        given in writing and shall be deemed effectively given as provided in the
        Purchase Agreement.
 
 6.  Defaults
        and Remedies .
 
 6.1  Events
        of Default .
        An
“ Event
        of Default ”
shall
        occur hereunder if:
 
 (i)  the
        Company shall default in the payment of any interest or principal on this
        Note,
        when and as the same shall become due and payable (and such default is not
        cured
        within 15 business days); or
 
 (ii)  the
        Company shall default in the due observance or performance of any covenant,
        representation, warranty, condition or agreement on the part of the Company
        to
        be observed or performed pursuant to the terms hereof or pursuant to the
        terms
        of the Purchase Agreement or Security Agreement, and such default is not
        remedied or waived within the time periods permitted therein, or if no cure
        period is provided therein, within thirty (30) days after the Company receives
        notice of such default; or
 
 (iii)  any
        representation, warranty, certification or statement made by or on behalf
        of the
        Company in the Purchase Agreement or Security Agreement shall have been
        incorrect in any material respect when made; or
 
 (iv)  if
        the
        Company shall commence any proceeding in bankruptcy or for dissolution,
        liquidation, winding-up, composition or other relief under state or federal
        bankruptcy laws; or
 
 (v)  if
        such
        proceedings are commenced against the Company, or a receiver or trustee is
        appointed for the Company or a substantial part of its property, and such
        proceeding or appointment is not dismissed or discharged within sixty (60)
        days
        after its commencement.
 
 6.2  Acceleration .
        If an
        Event of Default occurs under Section 6.1(iv) or (v), then the outstanding
        principal of and accrued and unpaid interest on this Note shall automatically
        become immediately due and payable, without presentment, demand, protest
        or
        notice of any kind, all of which are expressly waived. If any other Event
        of
        Default occurs and is continuing, the Holder, by written notice to the Company,
        may declare the principal of and interest on this Note to be due and payable
        immediately. Upon any such declaration of acceleration, the Maturity Date
        shall
        be deemed to be the date of such acceleration and such principal and interest
        shall become immediately due and payable and the Holder shall be entitled
        to
        exercise all of its rights and remedies hereunder and under the Purchase
        Agreement and Security Agreement whether at law or in equity. The failure
        of the
        Holder to declare the Note due and payable shall not be a waiver of its right
        to
        do so, and the Holder shall retain the right to declare the Note due and
        payable
        unless it shall execute a written waiver.
 
 
 7.  Waiver
        of Notice of Presentment .
        The
        Company hereby waives presentment, demand for performance, notice of
        non-performance, protest, notice of protest and notice of dishonor. No delay
        on
        the part of Holder in exercising any right hereunder shall operate as a waiver
        of such right or any other right.
 
 8.  Non-Waiver .
        The
        failure of the Holder to enforce or exercise any right or remedy provided
        in
        this Note or at law or in equity upon any default or breach shall not be
        construed as waiving the rights to enforce or exercise such or any other
        right
        or remedy at any later date. No exercise of the rights and powers granted
        in or
        held pursuant to this Note by the Holder, and no delays or omissions in the
        exercise of such rights and powers shall be held to exhaust the same or be
        construed as a waiver thereof, and every such right and power may be exercised
        at any time and from time to time.
 
 9.  Governing
        Law .
        This
        Note is being delivered in and shall be construed in accordance with the
        laws of
        the State of North Carolina, without regard to the conflicts of laws or choice
        of law provisions thereof.
 
 10.  Amendment .
        Any
        term of this Note may be amended only with the written consent of the Company
        and at least three-quarters of the holders of the Notes (3/4). Any amendment
        or
        waiver effected in accordance with this Section 10 shall be binding upon
        each
        holder of Notes, each future holder of all such Notes and the Company, and
        the
        Company shall promptly give notice to all holders of outstanding Notes of
        any
        amendment or waiver effected in accordance with this Section 10.
 
 
 [THE
        NEXT
        PAGE IS THE SIGNATURE PAGE]
 
 
  This
        Note
        is hereby issued by the Company as of the year and date first above
        written.
 
  **POKERTEK,
                  INC.**By:
              /s/Name:Chris
                HalliganTitle:
                Chief
                Executive Officer
  
  Lyle
        Berman
 
 
  Gehrig
        White
 
 
  James
        Crawford
 
 
  Arthur
        Lomax





**Exhibit
      B**


**SECURITY
        AGREEMENT**
 
 This
        SECURITY AGREEMENT (this “ Agreement ”)
        is
        dated as of March 24, 2008 and entered into between Pokertek, Inc., a North
        Carolina corporation (“ Grantor ”),
        and
        the entities set forth on the Schedule of Secured Parties attached hereto
        (each
        a “ Secured
        Party ”
and
        collectively, the “ Secured
        Parties ”).
 
 **PRELIMINARY
        STATEMENTS**
  **A** .  Pursuant
        to the terms of that certain Note Purchase Agreement between Grantor and
        the
        Secured Parties (the “ Purchase
        Agreement ”;
        the
        terms defined therein and not otherwise defined herein being used herein
        as
        therein defined), the Secured Parties have agreed initially to lend an aggregate
        of $2,000,000 to the Grantor, and may, but are not obligated to, loan an
        additional $1,000,000 to the Grantor (collectively, the “ Loan ”).
  **B.**  The
        Loan
        is to be evidenced by Secured Promissory Notes, executed by Grantor and made
        payable to each of the respective Secured Parties (the “ Notes ”
and,
        together with this Agreement, the Purchase Agreement, and each of the other
        agreements and documents contemplated herein and therein, the “ Loan
        Documents ”).
 
 **C.**  As a
        condition precedent to the Closing under the Purchase Agreement, the Secured
        Parties have required Grantor to grant, and Grantor has agreed to grant,
        the
        Secured Parties a continuing security interest (subject to Permitted Liens
        (as
        hereinafter defined)) in and to the Collateral (as hereinafter defined) of
        Grantor to secure Grantor’s obligations to the Secured Parties under the
        Purchase Agreement.
 
 **AGREEMENT**
  NOW,
        THEREFORE, in consideration of the premises and in order to induce the Secured
        Parties to enter into the Loan Documents, and for other good and valuable
        consideration, the receipt and adequacy of which are hereby acknowledged,
        Grantor hereby agrees with the Secured Parties as follows.
  SECTION
        1.Grant
        of
        Security.
  Grantor
        hereby assigns to the Secured Parties, and hereby grants to the Secured Parties,
        a security interest in, all of Grantor’s right, title and interest in and to all
        of those items set forth on Exhibit
        A attached
        hereto and incorporated herein by reference (collectively, the “ Collateral ”),
        in
        each case whether now or hereafter existing, whether tangible or intangible,
        or
        in which Grantor now has or hereafter acquires an interest and wherever the
        same
        may be located.
  SECTION
        2.Security
        for Obligations.
  This
        Agreement is given to secure the due and punctual payment of the principal
        of
        and interest on the Notes (along with any penalties and/or adjustments to
        the
        amounts owed under the Notes thereunder) and the due and punctual performance
        of
        all other obligations under the Loan Documents, together with any extensions
        and
        renewals of the foregoing obligations (collectively the “ Secured
        Obligations ”).
  
 SECTION
        3.Grantor
        Remains Liable.
  Anything
        contained herein to the contrary notwithstanding, (a) Grantor shall remain
        liable under any contracts and agreements included in the Collateral, to
        the
        extent set forth therein, to perform all of its duties and obligations
        thereunder to the same extent as if this Agreement had not been executed,
        (b) the exercise by the Secured Parties of any of their rights hereunder
        shall not release Grantor from any of its duties or obligations under the
        contracts and agreements included in the Collateral, and (c) except in the
        roles as officers and/or directors of the Grantor, the Secured Parties shall
        not
        have any obligation or liability under any contracts, licenses, and agreements
        included in the Collateral by reason of this Agreement, nor shall the Secured
        Parties be obligated to perform any of the obligations or duties of Grantor
        thereunder or to take any action to collect or enforce any claim for payment
        assigned hereunder.
  SECTION
        4.Representations
        and Warranties; Covenants.
  Grantor
        represents and warrants and covenants as follows:
  (a)  Except
        for the security interest created by this Agreement and the Permitted Liens
        (as
        defined below), Grantor owns the Collateral free and clear of any encumbrance.
        No effective financing statement or other instrument similar in effect covering
        all or any part of the Collateral is on file in any filing or recording
        office.
  For
        purposes of this Agreement, “ Permitted
        Liens ”
means
        (i) any liens arising under this Security Agreement or any other Loan Documents;
        (ii) liens for taxes or other governmental charges not at the time delinquent
        or
        thereafter payable without penalty or being contested in good faith; (iii)
        materialmen’s, mechanics’, warehousemen’s, carriers’, repairmen’s, artisans’,
        landlords’ or other similar liens arising in the ordinary course of business or
        by operation of law; or (iv) easements, reservations, rights-of-law,
        restrictions, minor defects or irregularities in title and other similar
        charges
        or encumbrances affecting real property not having a material adverse effect
        on
        Grantor’s business or assets.
 
 (b)  No
        authorization, approval or other action by, and no notice to or filing with,
        any
        governmental authority or regulatory body, or any person is required for
        the
        grant by Grantor of the security interest in the Collateral granted hereby
        or
        for the execution, delivery or performance of the Agreement by
        Grantor.
  (c)  Grantor
        will not grant further security interests or allow the imposition of further
        liens on the Collateral other than encumbrances in favor of the Secured Parties
        and the Permitted Liens without the consent of the Secured Parties holding
        a
        majority of the Secured Obligations. The previous sentence notwithstanding,
        the
        Secured Parties agree to release the security interest set forth in this
        Agreement in the event that the Grantor determines that any having the
        Collateral available as a security interest is desirable for purposes of
        any
        subsequent financing activities.
  
 SECTION
        5.Further
        Assurances.
  (a)  Grantor
        agrees that from time to time, Grantor will promptly execute and deliver
        all
        further instruments and documents, and take all further action, that may
        be
        necessary or desirable, or that the Secured Parties may reasonably request,
        in
        order to perfect and protect any security interest granted or purported to
        be
        granted hereby or to enable the Secured Parties to exercise and enforce their
        rights and remedies hereunder with respect to any Collateral.
  SECTION
        6.Certain
        Covenants of Grantor.
  Grantor
        shall:
  (a)  not
        use
        or permit any Collateral to be used unlawfully or in material violation of
        any
        provision of this Agreement or any applicable statute, regulation or ordinance
        or any policy of insurance covering the Collateral;
  (b)  notify
        the Secured Parties of any change in Grantor’s name, identity or corporate
        structure within 30 days of such change;
  (c)  pay
        promptly when due all property and other taxes, assessments and governmental
        charges or levies imposed upon, and all claims (including claims for labor,
        services, materials and supplies) against, the Collateral, except to the
        extent
        the validity thereof is being contested in good faith; and
  (d)  maintain
        sole physical custody of the only original of each lease or other item of
        chattel paper constituting Collateral.
  SECTION
        7.Events
        of Default. Any
        one
        or more of the following shall constitute a default or event of default by
        Grantor hereunder (each, an “Event of Default”):
  (a)  failure
        of Grantor to observe or perform any material obligation, covenant, condition
        or
        term of this Agreement, the Notes, or any of the other Loan Documents;
        or
  (b)  any
        warranty or representation made or furnished to the Secured Parties by or
        on
        behalf of Grantor in connection with this Agreement or any of the other Loan
        Documents proves to have been false or misleading in any material respect
        when
        made or furnished; or
  (c)  any
        Event
        of Default under the Notes.
  SECTION
        8.Attorney-in-Fact.
  Each
        Secured Party hereby appoints _______________ as collateral agent (the
“Collateral Agent”) for the purposes of perfecting the Secured Parties’ security
        interests hereunder and for the purposes set forth in this Section 8. Grantor
        does hereby irrevocably make, constitute and appoint the Collateral Agent
        on
        behalf of all of the Secured Parties as its true and lawful attorney-in-fact
        (the “ Power
        of Attorney ”),
        with
        full power and authority to do any and all acts necessary or proper to carry
        out
        the intent of this Agreement including, without limitation, the right, power
        and
        authority (a) to enforce all rights of Grantor under and pursuant to any
        agreements with respect to the Collateral, all for the sole benefit of the
        Secured Parties; (b) to enter into and perform such arrangements as may be
        necessary in order to carry out the terms, covenants and conditions of this
        Agreement that are required to be observed or performed by Grantor; (c) to
        execute such other and further mortgages, pledges and assignments of the
        Collateral as the Secured Parties may reasonably require for the purpose
        of
        perfecting, protecting or maintaining the security interest granted to the
        Secured Parties by this Agreement; and (d) to do any and all other things
        necessary or proper to carry out the intent of this Agreement, and Grantor
        hereby ratifies and confirms that the party reflected above as such
        attorney-in-fact or its substitutes does by virtue of this Power of Attorney,
        which power is coupled with an interest and is irrevocable, until Grantor
        has
        paid in full the Secured Obligations and this Agreement is terminated. The
        person or entity charged with the foregoing Power of Attorney may be changed
        by
        the written approval of a majority in interest of the Secured Parties and,
        upon
        written notice thereof to Grantor, Grantor shall be bound thereby; provided , however ,
        that
        any such newly appointed Power of Attorney shall be selected from the Secured
        Parties party to this Security Agreement.
  
 SECTION
        9.Remedies.
  If
        the
        occurrence of any Event of Default shall have occurred and be continuing,
        any of
        the Secured Parties acting on its own behalf, or the Collateral Agent acting
        on
        behalf of all of the Secured Parties may exercise in respect of the Collateral,
        in addition to all other rights and remedies provided for herein or otherwise
        available to them, all the rights and remedies of a secured party on default
        under the Uniform Commercial Code in the State of North Carolina (the
“ UCC ”),
        and
        also may (a) require Grantor to, and Grantor hereby agrees that it will at
        its expense and upon request of any of the Secured Parties or upon the request
        of the Collateral Agent forthwith, assemble all or part of the Collateral
        as
        directed by the Secured Parties and make it available to the Secured Parties
        at
        a place to be designated by the Secured Parties that is reasonably convenient
        to
        both parties; (b) peacefully enter onto the property where any Collateral
        is located and take possession thereof with or without judicial process;
        (c) prior to the disposition of the Collateral, store, process, repair or
        recondition the Collateral or otherwise prepare the Collateral for disposition
        in any manner to the extent the Secured Parties deem appropriate;
        (d) peacefully take possession of any Grantor’s premises or place
        custodians in exclusive control thereof, remain on such premises and use
        the
        same and any of Grantor’s equipment for the purpose of completing any work in
        process, taking any actions described in the preceding clause (c) and collecting
        any Secured Obligation; and (e) without notice except as specified below,
        sell the Collateral or any part thereof in one or more parcels at public
        or
        private sale, at any of the Secured Parties’ offices or elsewhere, for cash, on
        credit or for future delivery, at such time or times and at such price or
        prices
        and upon such other terms as the Secured Parties may deem commercially
        reasonable. The Secured Parties may be the purchaser of any or all of the
        Collateral at any such sale and the Secured Parties shall be entitled, for
        the
        purpose of bidding and making settlement or payment of the purchase price
        for
        all or any portion of the Collateral sold at any such public sale, to use
        and
        apply any of the Secured Obligations as a credit on account of the purchase
        price for any Collateral payable by the Secured Parties at such sale. Grantor
        agrees that, to the extent notice of sale shall be required by law, at least
        ten
        (10) days’ notice to Grantor of the time and place of any public sale or the
        time after which any private sale is to be made shall constitute reasonable
        notification. The Secured Parties shall not be obligated to make any sale
        of
        Collateral regardless of notice of sale having been given. The Secured Parties
        may adjourn any public or private sale from time to time by announcement
        at the
        time and place fixed therefor, and such sale may, without further notice,
        be
        made at the time and place to which it was so adjourned.
  
 It
        is
        understood that each Secured Party shall have the right to pursue any or
        all of
        the remedies available hereunder without approval of any other Secured Party,
        subject to the application of proceeds set forth in Section 10 below.
  SECTION
        10.Application
        of Proceeds.
  All
        proceeds received by the Secured Parties in respect of any sale of, collection
        from, or other realization upon all or any part of the Collateral shall be
        applied in the following order of priority:
  FIRST:   to
        the
        payment of all reasonable costs and expenses of such sale, collection or
        other
        realization, including reasonable compensation to the agents and counsel
        for the
        Secured Parties, and all other expenses, liabilities and advances made or
        incurred by the Secured Parties in connection therewith;
  SECOND:  to
        the
        payment of all other Secured Obligations on a pro rata basis to each Secured
        Party based upon the amount of the Notes owned by each such Secured Party
        and,
        as to obligations arising under the Loan Documents, as provided in such
        agreements; and
  THIRD:  any
        balance to Grantor.
  SECTION
        11.Continuing
        Security Interest; Transfer of Obligations;
        Termination.
  This
        Agreement shall create a continuing security interest in the Collateral and
        shall (a) remain in full force and effect until terminated in accordance
        with the provisions of this Section or as the parties may otherwise agree,
        (b) be binding upon Grantor and its respective successors and assigns, and
        (c) inure, together with the rights and remedies of the Secured Parties
        hereunder, to the benefit of the Secured Parties and their permitted successors,
        transferees and assigns. Grantor acknowledges and agrees that the number
        and
        amount of the Secured Obligations may fluctuate from time to time hereafter.
        Grantor expressly agrees that this Agreement and the security interest in
        the
        Collateral conveyed to the Secured Parties hereunder shall remain valid and
        in
        full force and effect, notwithstanding any such fluctuations and future
        payments. This Agreement shall terminate, and each Secured Party shall release
        its security interest in the Collateral (and shall execute any and all documents
        reasonably requested in connection with such release, which obligation shall
        survive such termination), upon the earlier of (a) payment in full by or
        on
        behalf of Grantor of all of the then outstanding Notes issued pursuant to
        the
        Purchase Agreement, or (b) mutual agreement.
  SECTION
        12.Amendments;
        Etc.
  No
        amendment, modification, termination or waiver of any provision of this
        Agreement, and no consent to any departure by Grantor therefrom, shall in
        any
        event be effective unless the same shall be in writing and signed by the
        holders
        of Notes representing a majority of the outstanding principal amount of the
        Loan
        and, in the case of any such amendment or modification, by Grantor. Any such
        waiver or consent shall be effective only in the specific instance and for
        the
        specific purpose for which it was given. Notwithstanding anything to the
        contrary in this Section 12, the Company shall be entitled to include additional
        Secured Parties as parties to this Agreement pursuant to the addition of
        additional purchasers of Notes pursuant to the Purchase Agreement, and to
        treat
        such parties as “Secured Parties” hereunder, by amending the Schedule of Secured
        Parties attached hereto and providing such amended Schedule of Secured Parties
        to the other parties to this Agreement.
  
 SECTION
        13.Notices.
  Any
        notice or other communication herein required or permitted to be given shall
        be
        in writing and shall be deemed to have been given to the address provided
        in and
        as determined pursuant to the Purchase Agreement.
  SECTION
        14.Failure
        or Indulgence Not Waiver; Remedies Cumulative.
  No
        failure or delay on the part of any of the Secured Parties in the exercise
        of
        any power, right or privilege hereunder shall impair such power, right or
        privilege or be construed to be a waiver of any default or acquiescence therein,
        nor shall any single or partial exercise of any such power, right or privilege
        preclude any other or further exercise thereof or of any other power, right
        or
        privilege. All rights and remedies existing under this Agreement are cumulative
        to, and not exclusive of, any rights or remedies otherwise
        available.
  SECTION
        15.Severability.
  In
        case
        any provision in or obligation under this Agreement shall be invalid, illegal
        or
        unenforceable in any jurisdiction, the validity, legality and enforceability
        of
        the remaining provisions or obligations, or of such provision or obligation
        in
        any other jurisdiction, shall not in any way be affected or impaired
        thereby.
  SECTION
        16.Headings.
  Section
        and subsection headings in this Agreement are included herein for convenience
        of
        reference only and shall not constitute a part of this Agreement for any
        other
        purpose or be given any substantive effect.
  SECTION
        17.Governing
        Law; Terms; Rules of Construction.
  THIS
        AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, AND ALL MATTERS
        ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL
        BE
        CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE
        OF
        NORTH CAROLINA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, EXCEPT TO
        THE
        EXTENT THAT THE UCC **** PROVIDES
        THAT THE PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER,
        IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A
        JURISDICTION OTHER THAN THE STATE OF NORTH CAROLINA.
  
 SECTION
        18.Counterparts.
  This
        Agreement may be executed in one or more counterparts and by different parties
        hereto in separate counterparts, each of which when so executed and delivered
        shall be deemed an original, but all such counterparts together shall constitute
        but one and the same instrument; signature pages may be detached from multiple
        separate counterparts and attached to a single counterpart so that all signature
        pages are physically attached to the same document.
  **[Remainder
        of page intentionally left blank]**
 
 
  **IN
        WITNESS WHEREOF** ,
        Grantor
        and the Secured Parties have caused this Security Agreement to be duly executed
        and delivered by their respective officers thereunto duly authorized as of
        the
        date first written above.
  **Grantor:**
                
                **POKERTEK,
                  INC.**March
                24, 2008
              By:
              /s/
                Chris HalliganName:Chris
                HalliganTitle:
                Chief
                Executive Officer
 
 
 **Secured
        Parties:**
 
 
 /s/
        Lyle
        Berman
 Lyle
        Berman
 
 
 /s/
        Gehrig White
 Gehrig
        White
 
 
 /s/
        James
        Crawford
 James
        Crawford
 
 
 /s/
        Arthur Lomax
 Arthur
        Lomax
 
  {Signature
        Page to Security Agreement}
 
 
 
 **SCHEDULE
        OF SECURED PARTIES**
 
 Lyle
                  Berman
                One
                  Hughes Center Drive, Suite 606
                Las
                  Vegas, NV 89109Gehrig
                  White
                [Address]James
                  Crawford
                [Address]Lee
                  Lomax
                [Address]
 
 
  **EXHIBIT
        A**
 
 **DESCRIPTION
        OF COLLATERAL**
 
 The
        Collateral consists of all of Grantor’s right, title and interest in and to the
        following assets:
 
 The
        155
        PokerPro tables “in the field” owned by PokerTek as of December 31, 2007, and
        reasonably related peripherals thereto.