Exhibit
10.1





POKERTEK,
INC.


1150 Crews
Road, Suite F


Matthews,
North Carolina 28105





Information
Regarding Offer to Cancel and Reissue Options





PokerTek,
Inc., a North Carolina corporation (the “Company”), is hereby offering to
certain employees, officers directors and consultants the opportunity to
exchange certain specified outstanding options to purchase shares of PokerTek
common stock previously granted under the PokerTek, Inc. 2004 Stock Incentive
Plan, the PokerTek, Inc. 2005 Stock Incentive Plan and the PokerTek, Inc. 2007
Stock Incentive Plan (collectively referred to as the “Prior Plans”) that have
an exercise price per share equal to or greater than $1.00 (referred to as
Eligible Options”) for the grant of a new option to purchase shares of PokerTek
common stock (referred to as “New Options”). Each New Option will be issued
under the PokerTek, Inc. 2009 Stock Incentive Plan, and will have an exercise
price equal to the closing bid price per share of PokerTek common stock, as
reported by NASDAQ, on the date of the grant (referred to as the “New Option
Grant Date”). Each new Option will have a ten-year term and will be unvested on
the New Option Grant Date and vest semi-annually over a period of three years,
beginning on the New Option Grant Date.





We have
issued stock options under the Prior Plans as a means of promoting the long-term
success of our business by encouraging our employees, officers, directors and
consultants to devote their abilities and industry to the Company at high levels
of performance. However, our Board of Directors has determined that many of our
employees, officers, directors and consultants have outstanding stock options
with exercise prices that are significantly higher than the current market price
per share of our common stock. These options are commonly referred to as being
“underwater.” As a result, these stock options have little or no current value
as an incentive to retain and motivate our employees, officers, directors and
consultants.





We intend
to remedy this situation by providing certain employees, officers, directors and
consultants with an opportunity to exchange Eligible Options for New Options
granted under the 2009 Plan. By making this offer, we intend to provide certain
employees, officers, directors and consultants with the opportunity to hold
options that over time may have a greater potential to increase in value, and
thereby create better incentives for our employees, officers, directors and
consultants to remain with the Company and contribute to the attainment of our
business and financial objectives.





If you
elect to participate, we are offering one New Option under the 2009 Plan for
every Eligible Option surrendered for cancellation as listed in the Eligible
Options Election Form and pursuant to this letter. On September 11, 2009, the
date of this offer, the last reported sale price per share of PokerTek common
stock, as reported on NASDAQ was $0.81 per share, which is the strike price of
the New Options being offered pursuant to this letter.  The New
Options will vest semi-annually over a three-year period as outlined in the 2009
Stock Incentive Plan Stock Option Agreement.











September
11, 2009
 Page
2






This offer
is not conditioned upon a minimum number of outstanding options being submitted
for exchange or a minimum number of Eligible Optionholders participating.
However, if you elect to participate in this offer, you must tender the
specified Eligible Options that you hold as listed on the accompanying Elections
Form. If you choose not to tender your outstanding Eligible Options, you will
continue to hold your Eligible Options on the same terms under which they were
originally granted. In addition, we are only making offers to 10 Eligible
Optionholders in total, and if a holder does not participate, we cannot make any
additional offers.





The New
Options issued to participants are exempt from the registration requirements of
the Securities Act of 1933, as amended, pursuant to Section 3(a)(9). They, and
the underlying shares of common stock for which they are exercisable, will be
“restricted securities” unless the same are registered. The Company currently
has no plan to effect a registration of the options or the underlying shares of
common stock.





If you
wish to tender your specified Eligible Options, you must sign in the place
provided below and complete and sign the accompanying Election Form and deliver
them both to us so that we receive them no later than 12:00 p.m., Eastern Time,
on September 21, 2009.





By Mail or
Courier: By Hand:


PokerTek,
Inc. Attention: Kathi Fath


Attention:
Kathi Fath


1150 Crews
Road, Suite F


Matthews,
NC 28105




By
      Facsimile:
              By
      E-mail:PokerTek,
      Inc.
              kathi.fath@pokertek.comAttention:
      Kathi FathFacsimile:
      (704) 849-9148





Neither
PokerTek, Inc. nor our Board of Directors makes any recommendation as to whether
or not you should tender or refrain from tendering your Eligible Options. You
must make your own decision whether to tender you eligible Options. You should
consult your personal outside advisor(s) if you have questions about your
financial or tax situation as it relates to this offer.





THIS
OFFER LETTER HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION, OR SEC, OR AN STATE SECURITIES COMMISSION NOR HAS THE SEC OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THIS OFFER OR
UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS OFFER LETTER.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.











September
11, 2009
 Page
3






If you have any questions or comments,
please do not hesitate to contact us by calling Kathi Fath at (704)
849-0860.





Very truly
yours,





POKERTEK,
INC.








By/s/ Mark D.
Roberson


Mark D.
Roberson


Acting
Chief Executive Officer and


Chief
Financial Officer








AGREED TO
AS OF


THE DATE
FIRST


WRITTEN
ABOVE:










Print
Name:











PokerTek,
Inc.





ELIGIBLE
OPTIONS ELECTION FORM





Please
complete the information requested below and indicate whether or not you wish to
exchange your Eligible Options for New Options in accordance with the terms and
conditions of the Offer Letter.








Name and Address (Please
print)





Name:





Street
Address:




City
and
State:





Zip
Code:





Social Security
Number:








Please
check only ONE of the following two choices:








o
            I
      wish to tender the following Eligible Options pursuant to the terms set
      forth in the Offer Letter dated September 10,
  2009.





Option
      Grant
              Date
            Original
              Strike
              Price
            Number
      of
              Options
              Granted











o
            I do
      not wish to participate in the
offer.





PLEASE
READ THE TERMS OF THE FOLLOWING PAGE, AND RETURN YOUR COMPLETED, SIGNED AND
DATED ELECTION FORM TO POKERTEK IN ACCORDANCE WITH THE INSTRUCTIONS IN THE OFFER
LETTER.










- 2 -





By
signing below, I understand and agree that:





(1)           I
have received a copy of the Offer Letter, dated September 10, 2009 and the
Election Form (the “Offer
Materials”). I have read, understand and agree to be bound by all of the
terms and conditions of the Offer Materials.





(2)           I
understand that, upon acceptance by Pokertek, this Election Form will constitute
a binding agreement between PokerTek and me with respect to all of my Eligible
Options that are accepted for cancellation and exchange.





(3)           I
understand that if I validly tender all of my Eligible Options, and such
Eligible Options are accepted for cancellation and exchange, I will receive New
Options to acquire the same number of shares of PokerTek common stock that were
underlying my Eligible Options at the time of the exchange, and I will lose all
of my rights to purchase any shares under such Eligible Options.





(4)           PokerTek
has advised me to consult with my own legal, accounting and tax advisors as to
the consequences of participating or not participating in this exchange offer
before making any decision whether to participate.





(5)           I
understand that participation in the offer will not be construed as a right to
my continued employment or service with PokerTek for any period, and that my
employment or service can be terminated at any time by me or PokerTek, with or
without cause or notice, in accordance with the terms of my
employment.





(6)           I
understand that PokerTek may extend, amend, withdraw or terminate the offer and
postpone its acceptance and cancellation of my Eligible Options that I have
tendered for exchange. In any such event, I understand that the Eligible Options
tendered for exchange but not accepted will remain in effect with their current
terms and conditions.





(7)           I
understand that my elections pursuant to this Election Form will survive my
death or incapacity and will be binding upon my heirs, personal representatives,
successors and assigns.








Name
              
              Date
      and Time