Exhibit
10.2





Amendment
No. 2to Secured Promissory
Note





and





Amendment
No. 1 to Note Purchase Agreement and Security Agreement





In
consideration of the mutual covenants and promises contained herein, as well as
other good and valuable consideration, the receipt and sufficiency of which the
parties hereby acknowledge, it is hereby agreed as follows:





Parties





"PokerTek"
shall refer to the following:





PokerTek,
Inc.


1 150
Crews Road, Suite F


Matthews.
NC 28105





"The
Purchasers" shall refer to the following persons collectively:





Lyle
Berman


James
Crawford


Gehrig
White


Arthur
Lomax


All c/o
PokerTek, Inc.


1150 Crews
Road, Suite F


Matthews,
NC 28105





Agreement





This
Agreement (hereafter, the "Agreement") is made and entered into as of September
10, 2009 (the "Effective Date") by and between PokerTek and the Purchasers and
constitutes Amendment No. 2to the Secured Promissory Note dated on or about March 21, 2008, and it
also constitutes Amendment No. 1 to the Note Purchase Agreement dated on or
about March 21, 2008 and Amendment No. 1 to the Security Agreement dated on or
about March 21, 2008. (Collectively, these three agreements of March 2008 are
referred to herein as the "Original 2008 Agreements.")





1.           Novation,
Accord, and Satisfaction of Prior Debt.





The
Purchasers hereby agree that they shall convert the debt owed to them by
PokerTek under the Original 2008 Agreements into PokerTek common stock at the
following conversion price: Eighty-three ($0.83) per share, which represents the
consolidated closing bid price as of September 10, 2009 on the NASDAQ Capital
Market for PokerTek common stock. Each of the Purchasers shall convert the
following amounts of debt into PokerTek common stock:











·
            Lyle
      Berman: hereby agrees to convert $500,000 of debt into 602,410 shares of
      common stock.


·
            James
      Crawford: hereby agrees to convert $500,000 of debt into 602,410 shares of
      common stock.


·
            Arthur
      Lomax: hereby agrees to convert $200,000 of debt into 240,964 shares of
      common stock.





Such
conversion of debt into common stock, to the extent of the conversion, shall
constitute a complete accord and satisfaction of all rights and obligations
arising from or related to the Original 2008 Agreements, and shall further
constitute a novation of the Original 2008 Agreements as set forth
herein.





2.           Amendment
and Modification of Security Encumbered.





The
Purchasers hereby release their security interests in the Collateral described
in the Original 2008 Agreements, to the extent of their debt conversion. Gehrig
White shall retain a security interest in 25% of the 155 PokerPro tables “in the
field” owned by PokerTek as of the Effective Date of the Original 2008
Agreements, and reasonably related peripherals thereto. Mr. Lomax shall retain a
security interest in 15% of the 155 PokerPro tables “in the field” owned by
PokerTek as of the Effective Date of the Original 2008 Agreements, and
reasonably related peripherals thereto. This modification of the security
interests in the Collateral shall constitute a complete accord and satisfaction
of the Original 2008 Agreements, and shall also constitute a novation of such
Agreements.





3.           All
Other Provisions of Original 2008 Agreements Remain in Force.





Except as
amended by this Agreement, all other provisions of the Original 2008 Agreements
that are not inconsistent with this Agreement shall remain in full force and
effect, and they are hereby ratified and affirmed. Any contrary or additional
terms and conditions attached to or part of any purchase order or similar
document related to this Agreement shall be invalid and non-binding on the
Parties.





Each
Purchaser acknowledges that he has had the opportunity to consult legal counsel
concerning this Agreement, has read and understood it, is fully aware of its
legal effect, and has entered into it freely based on his own judgment and not
on any representations or promises other than those contained in this
Agreement.











This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.





AGREED TO
as of the Effective Date first set forth above.






PokerTek:
              
              Purchaser:/s/ Mark Roberson
              
              /s/ Lyle BermanBy:
      Mark Roberson
              
              By:
      Lyle BermanIts:
      Acting CEO &CFOPurchaser:
              
              Purchaser:/s/ Gehrig White
              
              /s Arthur LomaxBy:
      Gehrig White
              
              By:
      Arthur LomaxPurchaser:/s/ James CrawfordJames
      Crawford