SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “ Agreement ”) is entered into as of July 24, 2009, by and between SILICON VALLEY BANK (“ Bank ”) and POKERTEK, INC. , a North Carolina corporation (“ Borrower ”), with its principal place of business at 1150 Crews Road, Suite F, Matthews, North Carolina 28105.

A.  Bank and Borrower have entered into that certain Loan and Security Agreement dated as of July 25, 2008 (as the same has and may continue to be from time to time further amended, modified, supplemented or restated, the “ Loan Agreement ”).

B.  Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement.

C.  Borrower has requested that Bank (i) extend the Maturity Date, (ii) reduce the Facility Amount, and (iii) amend certain other provisions of the Loan Agreement.

D.  Although Bank is under no obligation to do so, Bank is willing to amend certain provisions of the Loan Agreement, all on the terms and conditions set forth in this Agreement, so long as Borrower complies with the terms, covenants and conditions set forth in this Agreement in a timely manner.

Now, Therefore, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1.   Definitions .  Capitalized terms used but not defined in this Agreement, including its preamble and recitals, shall have the meanings given to them in the Loan Agreement.

2.   Amendments to Loan Agreement.

2.1   Section 2.1.1 (Financing of Accounts) .  Section 2.1.1(b) of the Loan Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

(b)  Maximum Advances .  The aggregate face amount of all Financed Receivables outstanding at any time may not exceed the Facility Amount.  The aggregate amount of all Canadian Account Advances outstanding at any time may not exceed Canadian Facility Amount.  The sum of the aggregate amount of all Advances and Exim Advances outstanding at any time may not exceed the Facility Limit.

2.2   Section 2.2.7 (Unused Commitment Fee) .  Section 2.2.7 of the Loan Agreement is hereby is hereby amended by deleting it in its entirety and replacing it with the following:

2.2.7. Unused Commitment Fee .  Borrower shall pay to Bank a fee (the “ Unused Commitment Fee ”), payable quarterly, in arrears, on a calendar year basis, in an amount equal to .50% per annum of the average unused portion of the Total Commitment Amount, as determined by Bank.  Borrower shall not be entitled to any credit, rebate, or repayment of any of the Unused Commitment Fee previously earned by Bank pursuant to this Section notwithstanding any termination of this Agreement or the suspension or termination of Bank’s obligation to make loans and advances hereunder.

2.3   Section 13 (Definitions) .

(a)   The following terms and their respective definitions as set forth in Section 13.1 of the Loan Agreement are hereby deleted in their entirety and replaced in alphabetical order with the following:

“ Adjusted Quick Ratio ” is the ratio of (i) Quick Assets to (ii) Current Liabilities, minus the current portion of (a) Deferred Revenue and (b) the Shareholder Loan.

“ Facility Amount ” is One Million Five Hundred Sixty-Two Thousand Dollars ($1,562,000).

“ Total Commitment Amount ” is Two Million Nine Hundred Fifty Thousand Eight Hundred Dollars ($2,950,800)

(b)   Section 13.1 of the Loan Agreement is hereby amended by adding clauses (s) and (t) immediately after clause (r) of the definition of Eligible Accounts in Section 13.1 of the Loan Agreement as follows:

(s) Accounts owing from an Account Debtor for maintenance service contracts, unless Borrower maintains at all times, to be tested as of the last day of each month, an Adjusted Quick Ratio of greater than 1.50 to 1.00; and

(t) Accounts owing from an Account Debtor that represent lease payment obligations under lease agreements that are not considered to be license agreements.

(c)   The following terms and their respective definitions are hereby added in alphabetical order to Section 13.1 of the Loan Agreement:

2.4   UBS Accounts .  The defined terms “ UBS Debt ” and “ UBS Securities Account ” and their respective definitions as set forth in Section 13.1 of the Loan Agreement are hereby deleted in their entirety and all occurrences of and references to such terms in the Loan Agreement are hereby deleted in their entirety and from and after the date hereof shall be of no further force and effect under the Loan Agreement.

2.5   Compliance Certificate .   Exhibit B of the Loan Agreement is replaced in its entirety with Exhibit A attached hereto.  From and after the date of this Amendment, all references in the Loan Agreement, to the Compliance Certificate shall be deemed to refer to Exhibit A attached hereto.

3.   Limitation of Amendments.

3.1   The amendments set forth in Section 2 above are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in the future under or in connection with any Loan Document.

3.2   This Agreement shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

4.   Representations and Warranties .  To induce Bank to enter into this Agreement, Borrower hereby represents and warrants to Bank as follows:

4.1   Immediately after giving effect to this Agreement (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date her