**POKERTEK,
        INC.**
 **2007
        STOCK INCENTIVE PLAN**
  **Independent
        Contractor Nonqualified 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 Independent Contractor 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.  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 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 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.
   1
  
  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 Service .
  (a)  In
        the
        event of the Participant's termination of service ,
        the
        Option may be exercised only to the extent exercisable on the date of the
        Participant's Termination Date (unless the termination was for Cause), and 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 .
  (b)  If
        the
        service of the Participant is terminated for Cause, the Option shall lapse
        and
        no longer be exercisable as of the Termination Date, as determined by the
        Administrator. For purposes of this Agreement, "Cause" shall mean the
        Participant's termination of 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 service shall be deemed to have terminated
        for
        Cause if, after the Participant's service has terminated, facts and
        circumstances indicate that, in the opinion of the Administrator, the
        Participant's termination was for Cause.
  (c)  Notwithstanding
        the foregoing, if the Participant becomes an Employee, the Option shall be
        subject to the provisions of Section 7(d)(iii) of the Plan.
  6.  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 Option, if
        outstanding as of the date of such Change in Control, shall become fully
        exercisable, whether or not then otherwise exercisable.
   2
  
  (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.  Nontransferability
        of 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 sentence, 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.
  8.  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.
  9.  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.
  10.  Amendment
        and Termination; Waiver .
        Subject
        to the terms of the Plan and this Section 10, 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.
  11.  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.
   3
  
  12.  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.
  13.  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.
  14.  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.
  15.  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.
   4
  
  16.  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.
  17.  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.
  18.  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
        or
        service, provided that the Participant continues to be an employee of, or
        in
        service to, the Corporation or an Affiliate.
  19.  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.
  20.  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.
  21.  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.]*
 
  5
   **POKERTEK,
        INC.**
 **2007
        STOCK INCENTIVE PLAN**
 **Independent
        Contractor Nonqualified 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:
              Nonqualified
                  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