Exhibit
10.13




POKERTEK
INC.





KEY
EMPLOYEE AGREEMENT


for


Mr.
James Crawford




This Key
Employee Agreement (“Agreement”)
is entered into as of the 16th day of July, 2009, by and between James Crawford (“Executive”)
and PokerTek,
inc. (the “Company”).




Executive
and the Company desire to execute and enter into this Agreement setting forth
the terms and conditions of Executive’s employment.




Accordingly,
in consideration of the mutual promises and covenants contained herein, the
parties agree to the following:




1.
Employment by the Company.




1.1 Effective Date.The
effective date of this Agreement shall be July 1, 2009. Unless terminated sooner
pursuant to Section 6, this Agreement shall end two (2) years from the effective
date.




1.2 Position.Subject to terms
set forth herein, the Company agrees to employ Executive in the position of
President and Secretary, and Executive hereby accepts such employment. During
the term of his employment with the Company, Executive will devote his best
efforts to the business of the Company.




1.3 Duties.Executive shall
serve in an executive capacity and shall perform such duties as are customarily
associated with his then current title and as assigned to the Executive by the
Company’s Board of Directors.




1.4 Other Employment Policies.The employment relationship between the parties shall also be governed by
the general employment policies and practices of the Company, including those
relating to protection of confidential information and assignment of inventions,
except that when the terms of this Agreement differ from or are in conflict with
the Company’s general employment policies or practices, this Agreement shall
control.




2. Compensation.




2.1Salary.




(a)Executive shall receive
for services an annualized base salary of $160,000 per annum (the “Base
Salary”), subject to standard federal and state withholding requirements,
payable in accordance with the Company’s standard payroll
practices.




1.




(b)The Company may reduce the
amount of the Base Salary in connection with a general reduction of salary
applicable to all employees of the Company that has been approved by the
Company’s Board of Directors (“General
Reduction”); provided, however, that (i) in
no case shall the Base Salary be reduced in a single General Reduction or series
of General Reductions by more than an aggregate of twenty percent (20%) of the
Base Salary; (ii) in no case shall the Base Salary be reduced for more than six
months; and (iii) any and all severance payments made to Executive in accordance
with Sections 6 shall be based on the Executive’s original Base Salary without
giving effect to any General Reductions.




(c) Executive will be provided
a stock grant of 137,500 options as soon as practicable upon execution of this
agreement at Fair Market Value determined by the closing price on the date of
grant, which shall vest semi-annually over a three year period. In the event
Executive’s employment is terminated by the Company for any reason except Cause,
all stock options granted to Executive through the date of termination, will
vest immediately and the Executive will have one year from date of termination
to exercise his options, provided that Executive executes the Release (as
defined below).




2.2Company Benefits. Executive
shall be entitled to all rights and benefits for which he is eligible under the
terms and conditions of the standard Company benefits and compensation practices
which may be in effect from time to time and provided by the Company to its
senior officers generally. Executive shall be entitled to all holidays provided
by the Company to its senior officers generally and three weeks
(3) vacation time provided by the Company to its senior officers generally.
For purposes of this Section, “provided by the Company to its senior officers
generally” shall mean benefits provided as a policy to all or most members of
senior management and shall not include a specific benefit negotiated by one or
more executives as an inducement to join the Company in a senior officer
position.




2.3 Expense Reimbursement. The
Company will reimburse Executive for reasonable business expenses in accordance
with the Company’s standard reimbursement policy.




3. Proprietary
Information, Inventions, and Non-Competition Obligations.




3.1Agreement. Executive agrees to
execute and abide by the Proprietary Information, Inventions, Non-Competition,
and Non-Solicitation Agreement attached hereto as Exhibit A (the “Proprietary
Information Agreement”).




4. Outside
Activities.




4.1Other Employment/Enterprise.
Except with the prior written consent of the Company’s Board of Directors,
Executive will not, while employed by the Company, undertake or engage in any
other employment, occupation or business enterprise, other than ones in which
Executive is a passive investor. Executive may engage in civic and
not-for-profit activities so long as such activities do not materially interfere
with the performance of his duties hereunder.




4.2Conflicting Interests. Except
as permitted by Section 4.3, while employed by the Company, Executive
agrees not to acquire, assume or participate in, directly or indirectly, any
position, investment or interest known by him to be adverse or antagonistic to
the Company, its business or prospects, financial or otherwise.




2.




4.3Competing Enterprises. While
employed by the Company, except on behalf of the Company, Executive will not
directly or indirectly, whether as an employee, officer, director, stockholder,
partner, proprietor, associate, representative, consultant, or in any capacity
whatsoever engage in, become financially interested in, be employed by or have
any business connection with any other person, corporation, firm, partnership or
other entity whatsoever which compete directly with the Company, throughout the
world, in any line of business engaged in (or planned to be engaged in) by the
Company; provided, however, that anything above to the contrary notwithstanding,
he may own, as a passive investor, securities of any public competitor
corporation, so long as his direct holdings in any one such corporation shall
not in the aggregate constitute more than 1% of the voting stock of such
corporation.




5.
Former Employment.




5.1 No Conflict with Existing
Obligations.Executive represents that his performance of all the terms
of this Agreement and as an employee of the Company does not and will not breach
any agreement or obligation of any kind made prior to his employment by the
Company, including agreements or obligations he may have with prior employers or
entities for which he has provided services. Executive has not entered into, and
agrees he will not enter into, any agreement or obligation either written or
oral in conflict herewith.




5.2 No Disclosure of Confidential
Information.If, in spite of the second sentence of Section 5.1,
Executive should find that confidential information belonging to any former
employer might be usable in connection with the Company’s business, Executive
will not intentionally disclose to the Company or use on behalf of the Company
any confidential information belonging to any of Executive’s former employers
(except in accordance with agreements between the Company and any such former
employer); but during Executive’s employment by the Company he will use in the
performance of his duties all information which is generally known and used by
persons with training and experience comparable to his own and all information
which is common knowledge in the industry or otherwise legally in the public
domain.




6.Termination
Of Employment.
The parties acknowledge that Executive’s employment with the Company is at-will.
The provisions of Sections 6.1 through 6.7 govern the amount of compensation, if
any, to be provided to Executive upon termination of employment and do not alter
this at-will status.




6.1 Termination without Cause.
The Company shall have the right to terminate Executive’s employment with the
Company at any time without Cause by giving notice as described in Section 6.7
of this Agreement.




(a)In the event Executive’s
employment is terminated by the Company without Cause for a reason other than
death, disability or cessation of the Company’s business pursuant to Section 6.6
below, the Company shall continue to pay Executive his then-existing base
salary, less applicable withholding and deductions, and continue to provide
medical and dental coverage or pay Cobra premiums for twelve (12)
months.




3.




(b)In the event the Executive
is terminated within one year following a Change in Control of the Company,
Executive will receive twelve (12) months of the base salary along with twelve
(12) months of medical and dental coverage or Cobra premium
payments.




(c)“Change of
Control”shall be deemed to have occurred on the earliest of the
following dates:




(i)The date any entity or
person shall have become the beneficial owner of, or shall have obtained voting
control over, fifty percent (50%)or more of the
outstanding Common Stock of the Company;




(ii)The date the shareholders
of the Company approve a definitive agreement (X) to merge or consolidate the
Company with or into another corporation or other business entity (each, a
"corporation"), in which the Company is not the continuing or surviving
corporation or pursuant to which any shares of Common Stock of the Company would
be converted into cash, securities or other property of another corporation, in
each case other than a merger or consolidation of the Company in which the
holders of Common Stock immediately prior to the merger or consolidation
continue to own immediately after the merger or consolidation at least fifty
percent 50%of
Common Stock, or, if the Company is not the surviving corporation, the common
stock (or other voting securities) of the surviving corporation; provided,
however, that if consummation of such merger or consolidation is subject to the
approval of federal, state or other regulatory authorities, then, unless the
Administrator determines otherwise, a "Change in Control" shall not be deemed to
occur until the later of the date of shareholder approval of such merger or
consolidation or the date of final regulatory approval of such merger or
consolidation; or (Y) to sell or otherwise dispose of all or substantially all
the assets of the Company; or




(iii)The date there shall
have been a change in a majority of the Board of Directors of the Company within
a 12-month period unless the nomination for election by the Company's
shareholders of each new Director was approved by the vote of two-thirds of the
members of the Board (or a committee of the Board, if nominations are approved
by a Board committee rather than the Board) then still in office who were in
office at the beginning of the 12-month period.




(iv)Notwithstanding the
foregoing, a Change in Control shall not be deemed to have occurred in the event
the Company forms a holding company as a result of which the holders of the
Company’s voting securities immediately prior to the transaction hold, in
approximately the same relative proportions as they hold prior to the
transaction, substantially all of the voting securities of a holding company
owning all of the Company’s voting securities after the completion of the
transaction.




(For the
purposes herein, the term "person" shall mean any individual, corporation,
partnership, group, association or other person, as such term is defined in
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, other than the
Company, a subsidiary of the Company or any employee benefit plan(s) sponsored
or maintained by the Company or any subsidiary thereof, and the term "beneficial
owner" shall have the meaning given the term in Rule 13d-3 under the Exchange
Act.)




4.




6.2
Termination for Cause.




(a)The Company shall have the
right to terminate Executive’s employment with the Company at any time for Cause
by giving notice as described in Section 6.7 of this Agreement.




(b)“Cause” for
termination shall mean misconduct, including: (i) conviction of any felony or
any crime involving moral turpitude or dishonesty; (ii) participation in a fraud
or act of dishonesty against the Company; (iii) continued gross neglect by
Executive in fulfilling his duties as set forth in this Agreement that has not
been cured within thirty (30) days after written notice from the Company of such
gross neglect; (iv) intentional and material damage to the Company’s property;
(v) material breach of this Agreement that has not been cured within thirty (30)
days after written notice from the Company of such breach; provided that in the
case of breach that are incapable of being cured, no such cure period shall
apply, or (vi) material breach of the Proprietary Information
Agreement.




(c)In the event Executive’s
employment is terminated at any time with Cause, he will not receive severance
pay or any other such compensation.




6.3 Resignation by the Executive for
Good Reason.Executive may resign his employment for Good Reason (as
defined below) by giving notice as described in Section 6.7 of this
Agreement.




(a)“Good
Reason” means (i) a reduction in Executive’s current base salary without
his consent (but shall not include any reduction or non-payment of a bonus),
unless such a reduction occurs as part of a General Reduction; (ii) the
Company's breach of a material term of this Agreement, (iii) a material change
in the duties or level of responsibility of the Executive or (iv) any relocation
without Executive's consent to an office of the Company located more than
seventy-five (75) miles from the city limits of Charlotte, North Carolina.
Notwithstanding the above, Executive must provide written notice to the Company
of any event or act that he claims constitutes Good Reason within a period not
to exceed ninety (90) days from the date of the initial existence of the Good
Reason, and the Company shall have a period of thirty (30) days after provision
of such notice to cure the basis for such Good Reason.




(b)In the event of
Executive’s resignation for Good Reason, the Company shall continue to pay
Executive the Base Salary, less applicable withholding and deductions, and
continue to provide medical and dental coverage or pay Cobra premiums for twelve
(12) months.




(c)If Executive terminates
employment for any reason other than those listed above, the termination will
not be for Good Reason and Executive will not be entitled to severance pay or
any other such compensation.




5.




6.4
Voluntary or Mutual Termination.




(a)Executive may voluntarily
terminate his employment with the Company at any time by giving notice as
described in Section 6.7.




(b)In the event Executive
voluntarily terminates his employment for other than a Good Reason, he will not
receive severance pay or any other such compensation.




6.5
Termination for Inability to Regularly Perform Duties.




(a)Company may terminate
Executive in the event of Executive’s death, or any illness, disability or other
incapacity in such a manner that Executive is physically rendered unable
regularly to perform his duties hereunder for a period in excess of one hundred
twenty (120) consecutive days or more than one hundred eighty (180) days in any
consecutive twelve (12) month period.




(b)The determination
regarding whether Executive is physically unable regularly to perform his duties
under (a) above shall be made by the Company. Executive’s inability to be
physically present on the Company’s premises shall not constitute a presumption
that Executive is unable to perform such duties.




6.6
Dissolution, Liquidation or Insolvency of the Company.




Notwithstanding
the above, in the event Executive’s employment is terminated by the Company in
connection with or as a result of the liquidation, dissolution, insolvency or
other winding up of the affairs of the Company without the establishment of a
successor entity to the Company, the Company shall have no obligation to provide
severance or further financial consideration to Executive except for any
reasonable expense reimbursements or base salary that Executive has accrued and
earned at the time of such termination.




6.7 Notice; Effective Date of
Termination.Termination of Executive’s employment pursuant to this
Agreement shall be effective on the earliest of:




(a)thirty (30) days after
Executive, for any reason, gives written notice to the Company of his
termination;




(b)thirty (30) days after the
Company, for any reason other than Cause, gives written notice to Executive of
his termination;




(c)immediately upon the
Company giving written notice to Executive of his termination for Cause or as a
result of an event listed in Section 6.6 above; and




(d)the expiration of the term
of this Agreement.




Executive
will receive compensation through the thirty (30) day notice period in the event
of termination for any reason. However, the Company reserves the right to
require that Executive not perform any services or report to work during the
thirty (30) day notice period.




6.




7.Release.
Notwithstanding anything to the contrary in this Agreement, executive shall not
be entitled to any severance under any provision in this Agreement unless and
until Executive has executed a general release substantially in the form
attached hereto as Exhibit B and such
release has become effective and can no longer be revoked (the “Release”).




8. General
Provisions.




8.1Notices. Any notices provided
hereunder must be in writing and shall be deemed effective upon the earlier of
personal delivery (including personal delivery by hand, telecopier, or telex) or
the third day after mailing by first class mail, to the Company at its primary
office location and to Executive at his address as listed on the Company
payroll.




8.2Severability. Whenever
possible, each provision of this Agreement will be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or any other jurisdiction,
but this Agreement will be reformed, construed and enforced in such jurisdiction
as if such invalid, illegal or unenforceable provisions had never been contained
herein.




8.3Waiver. If either party should
waive any breach of any provisions of this Agreement, he or it shall not thereby
be deemed to have waived any preceding or succeeding breach of the same or any
other provision of this Agreement.




8.4Complete Agreement. This
Agreement and its Exhibit constitute the entire agreement between Executive and
the Company. This Agreement is the complete, final, and exclusive embodiment of
their agreement with regard to this subject matter and supercedes any prior oral
discussions or written communications and agreements. This Agreement is entered
into without reliance on any promise or representation other than those
expressly contained herein, and it cannot be modified or amended except in
writing signed by an authorized officer of the Company.




8.5Counterparts. This Agreement
may be executed in separate counterparts, any one of which need not contain
signatures of more than one party, but all of which taken together will
constitute one and the same Agreement.




8.6Headings. The headings of the
sections hereof are inserted for convenience only and shall not be deemed to
constitute a part hereof nor to affect the meaning thereof.




8.7Successors and Assigns. This
Agreement is intended to bind and inure to the benefit of and be enforceable by
Executive and the Company, and their respective successors, assigns, heirs,
executors and administrators, except that Executive may not assign any of his
duties hereunder and he may not assign any of his rights hereunder without the
written consent of the Company, which shall not be withheld
unreasonably.




7.




8.8Attorneys’ Fees. If the
Company brings any action to enforce its rights hereunder, it shall be entitled
to recover its reasonable attorneys’ fees and costs incurred in connection with
such action should it prevail in the action.




8.9 Choice of Law. All
questions concerning the construction, validity and interpretation of this
Agreement will be governed by the law of the State of North Carolina. Executive
expressly consents to the jurisdiction of the state and federal courts for
Mecklenburg County, North Carolina, for all actions arising out of or relating
to this Agreement.




8.10 Right to Counsel.
Executive acknowledges that he has had the opportunity to retain independent
legal counsel to represent the Executive in connection with the review and
preparation of this Agreement.




In Witness
Whereof, the parties have executed this Agreement on the day and year
first above written.




Pokertek
      Inc./s/ 
      Mark RobersonMark
      RobersonActing
      CEO & CFODate:
      July 16, 2009




Accepted
and agreed this


16th day
of July, 2009.





Executive





/s/ James T Crawford
III










8.






Exhibit
A




Proprietary
Information, Inventions, Non-Competition and Non-Solicitation
Agreement




9.




Exhibit
B





RELEASE




10.




Release
Agreement




I
understand that my position with pokertek
inc. (the “Company”)
terminated effective ___________, _____ (the “Separation
Date”). The Company has agreed that if I choose to sign this Release, the
Company will extend to me certain benefits (minus the standard withholdings and
deductions, if applicable) pursuant to the terms of the Key Employee
Agreement(the
“Agreement”)
entered into as of July 1, 2009, between myself and the Company, and any
agreements incorporated therein by reference. I understand that I am not
entitled to such severance benefits unless I sign this Release. I understand
that, regardless of whether I sign this Release, the Company will pay me all of
my accrued salary through the Separation Date, to which I am entitled by
law.




In
consideration for the severance benefits I am receiving under the Agreement, I
hereby release the Company and its officers, directors, agents, attorneys,
employees, shareholders, parents, subsidiaries, and affiliates from any and all
claims, liabilities, demands, causes of action, attorneys’ fees, damages, or
obligations of every kind and nature, whether they are now known or unknown,
arising at any time prior to the date I sign this Release. This general release
includes, but is not limited to: all federal and state statutory and common law
claims, claims related to my employment or the termination of my employment or
related to breach of contract, tort, wrongful termination, discrimination, wages
or benefits, or claims for any form of equity or compensation. Notwithstanding
the release in the preceding sentence, I am not releasing any right of
indemnification I may have for any liabilities arising from my actions within
the course and scope of my employment with the Company or within the course and
scope of my role as a Member of the Company.




I
UNDERSTAND THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN
CLAIMS. In giving this release, which includes claims which may be unknown to me
at present, I hereby waive the benefit of any provision of North Carolina law,
and of any other jurisdiction, which is similar to Section 1542 of the
California Civil Code, which reads as follows: “A general release does not extend to
claims which the creditor does not know or suspect to exist in his favor at the
time of executing the release, which if known by him must have materially
affected his settlement with the debtor.”




If I am
forty (40) years of age or older as of the Separation Date, I acknowledge that I
am knowingly and voluntarily waiving and releasing any rights I may have under
the federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”). I
also acknowledge that the consideration given for the waiver in the above
paragraph is in addition to anything of value to which I was already entitled. I
have been advised by this writing, as required by the ADEA that: (a) my waiver
and release do not apply to any claims that may arise after my signing of this
Release; (b) I should consult with an attorney prior to executing this Release;
(c) I have twenty-one (21) days within which to consider this Release (although
I may choose to voluntarily execute this Release earlier); (d) I have seven (7)
days following the execution of this release to revoke the Release; and (e) this
Release will not be effective until the eighth day after this Release has been
signed both by me and by the Company (“Effective
Date”).




[Signature
Page Follows]





11.




Agreed:Date
              
              James
      CrawfordPokerTek
      inc.By:Name:Title:




12.