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                                                                    EXHIBIT 10.6


                               WARRANT TO PURCHASE
                                 COMMON STOCK OF
                    INNOVATIVE GAMING CORPORATION OF AMERICA

         For value received, KA Investments, LDC or its successors or assigns
("Holder"), is entitled to subscribe for and purchase from Innovative Gaming
Corporation of America, a Minnesota corporation (the "Company"), up to THREE
HUNDRED FIFTY THOUSAND (350,000) fully paid and nonassessable shares of the
Company's common stock, $.01 par value ("Common Stock"), at the price of $1.50
per share, subject to adjustments as noted below (the "Warrant Exercise Price").
This Warrant has been executed and delivered pursuant to and in accordance with
the terms and conditions of the Series B Convertible Preferred Stock Amendment
Agreement dated June1, 1999 by and between the Company and the Holder.

         This Warrant may be exercised by Holder at any time after June 1, 2000
         and prior to June 1, 2004.

         This Warrant is subject to the following provisions, terms and
         conditions:

         1.   EXERCISE. The rights represented by this Warrant may be exercised
by the Holder, in whole or in part, by written notice of exercise delivered to
the Company at least twenty (20) days prior to the intended date of exercise and
by the surrender of this Warrant (properly endorsed if required) at the
principal office of the Company and upon payment to it by cash, certified check
or bank draft of the purchase price for such shares. The shares so purchased
shall be deemed to be issued as of the close of business on the date on which
this Warrant has been exercised by payment to the Company of the Warrant
Exercise Price. The Company shall use its best efforts to have certificates for
the shares of stock so purchased be delivered to the Holder within three (3)
business days after the rights represented by this Warrant shall have been so
exercised and, unless this Warrant has expired, a new Warrant representing the
number of shares, if any, with respect to which this Warrant has not been
exercised shall also be delivered to the Holder within such time.

         2.   COVENANTS OF THE COMPANY. The Company covenants and agrees that
all shares that may be issued upon the exercise of the rights represented by
this Warrant (the "Warrant Shares") shall, upon issuance, be duly authorized and
issued, fully paid and nonassessable shares. The Company further covenants and
agrees that during the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized, and
reserved for the purpose of issue or transfer upon exercise of the subscription
rights evidenced by this Warrant, a sufficient number of shares of its Common
Stock to provide for the exercise of the rights represented by this Warrant.




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         3.   ANTIDILUTION ADJUSTMENTS. The foregoing provisions are, however,
subject to the following:

              (1)   The Warrant Exercise Price shall be subject to adjustment
from time to time as hereinafter provided. Upon each adjustment of the Warrant
Exercise Price, the Holder shall thereafter be entitled to purchase, at the
Warrant Exercise Price resulting from such adjustment, the number of shares
obtained by multiplying the Warrant Exercise Price in effect immediately prior
to such adjustment by the number of shares purchasable pursuant hereto
immediately prior to such adjustment and dividing the product thereof by the
Warrant Exercise Price resulting from such adjustment.

              (2)   In case the Company shall at any time divide the outstanding
shares of its Common Stock into a greater number of shares (whether pursuant to
a stock split, stock dividend or otherwise), and conversely in case the
outstanding shares of its common stock shall be combined into a smaller number
of shares, the Warrant Exercise Price in effect immediately prior to such
division or combination shall be proportionately adjusted to reflect the
reduction or increase in the value of each such common share.

              (3)   If any capital reorganization or reclassification of the
capital stock of the Company, or consolidation or merger of the Company with
another corporation, or the sale of all or substantially all of its assets to
another corporation shall be effected in such a way that holders of the
Company's Common Stock shall be entitled to receive stock, securities or assets
with respect to or in exchange for such common shares, then, as a condition of
such reorganization, reclassification, consolidation, merger or sale, the Holder
shall have the right to purchase and receive upon the basis and upon the terms
and conditions specified in this Warrant and in lieu of the shares of the common
stock of the Company immediately theretofore purchasable and receivable upon the
exercise of the rights represented hereby, such shares of stock, other
securities or assets as would have been issued or delivered to the Holder as if
it had exercised this Warrant and had received such shares of common stock prior
to such reorganization, reclassification, consolidation, merger or sale. The
Company shall not effect any such consolidation, merger or sale, unless prior to
the consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such
assets shall assume by written instrument executed and mailed to the registered
Holder of this Warrant at the last address of such Holder appearing on the books
of the Company, the obligation to deliver to such Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
Holder may be entitled to purchase.

              (4)   If the Company takes any other action, or if any other event
occurs which does not come within the scope of the provisions of Sections 3(1)
through 3(3), but which should result in an adjustment in the Warrant Exercise
Price and/or the number of shares subject to this Warrant in order to fairly
protect the purchase rights of the Holder, an appropriate adjustment in such
purchase rights shall be made by the Company.



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              (5)   Upon any adjustment of the Warrant Exercise Price, the
Company shall give written notice thereof, by first class mail, postage prepaid,
addressed to the registered Holder of this Warrant at the address of such Holder
as shown on the books of the Company, which notice shall state the Warrant
Exercise Price resulting from such adjustment and the increase or decrease, if
any, in the number of shares purchasable at such price upon the exercise of this
Warrant, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based.

         4.   NO VOTING RIGHTS. This Warrant shall not entitle the Holder to any
voting rights or other rights as a stockholder of the Company.

         5.   EXERCISE LIMITATION. No Warrant Shares shall be issued upon
exercise of this Warrant if the sum of 1) the number of Common Stock
beneficially owned by the Holder (other than shares of Common Stock which may be
deemed beneficially owned through ownership of the unexercised portion of the
Warrant; and 2) the number of Warrant Shares issuable upon exercise of this
Warrant would result in beneficial ownership by the Holder of more than 4.9% of
the Company's issued and outstanding Common Stock.

         6.   REGISTRATION RIGHTS.

              (1)   Piggyback Registration Rights. If the Company, at any time
after six months from the issuance of this Warrant and before the fifth
anniversary of the issuance of this Warrant, shall file a registration statement
with the Securities and Exchange Commission ("SEC") under the Securities Act of
1933, as amended, for the purpose of registering shares of Common Stock for sale
to the public, the Company shall give to the Holder of this Warrant or any
successor Warrant and the holders of Warrant Shares at least twenty (20) days
advance written notice of its intention to file such registration statement and
any such holder shall have the right to have included in such registration
statement such number of the Warrant Shares as it shall designate to the Company
within ten (10) days after the date of such notice, provided that the number of
shares to be included in such registration statement, when added to all the
other shares to be included therein, does not exceed the number of shares which
the Company and its underwriters, if any, reasonably fix for inclusion. The
Holder shall furnish the Company with such information as may be required from
such holder in connection with such registration statement and will cooperate to
cause such registration to become effective at the earliest practicable time. If
the shares to which such registration relates are to be sold in an underwritten
offering, the Holder, as a condition to the inclusion of the shares in the
registration statement, shall agree that its Warrant Shares will be sold only as
a part of such underwritten offering and at the price and upon the terms fixed
by the Company and its underwriters, subject to the right of such holder to
withdraw the shares therefrom.

              (2)   Demand Registration Rights. On a one-time basis only, during
the three year period commencing two years after the date of this Warrant, upon
request by the Holder or Holders of a majority in interest of this Warrant, and
of any Warrant Shares, the Company will promptly take all necessary steps to
register or qualify, under the 1933 Act and the securities laws of such states
as the holders may reasonably request, such number of Warrant Shares issued and
to be issued upon



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conversion of the Warrants requested by such holders in their request to the
Company. The Company shall keep effective and maintain any registration,
qualification, notification, or approval specified in this section for such
period as may be reasonably necessary for such Holder or Holders of such
Warrants and/or such Warrant Shares to dispose thereof and from time to time
shall amend or supplement the prospectus used in connection therewith to the
extent necessary in order to comply with applicable law.

              (3)   Expenses. The Company shall pay the total expenses for the
shares being registered for such Holder's account provided that the requesting
Holder shall pay all underwriting or brokerage discounts and commissions
attributable to the sale of shares for its account and any fees and
disbursements of counsel retained by it.

              (4)   Indemnification. The Company will indemnify each of the
requesting Holder and each underwriter of the shares being so registered and
controlling persons of both such holders and such underwriters against all
claims, losses, damages and liability (or actions in respect thereof) arising
out of or based upon any untrue statement (or alleged untrue statement) of a
material fact contained in any prospectus or other documents incident to any
registration statement filed pursuant to this Section 6, or any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and will reimburse
each such holder and each such underwriter and controlling person for any legal
or other expenses reasonably incurred by each such holder and each such
underwriter and controlling person in connection with investigating or defending
any such claim, loss, damage, liability or action; provided, that the Company
will not be liable in any such case to the extent that any such claim, loss,
damage or liability arises out of or is based upon any untrue statement or
omission based upon written information furnished to the Company by any such
holder or any such underwriter or controlling persons. The Holder will indemnify
the Company and any controlling persons of the Company against all claims,
losses, damages and liabilities (or actions in respect thereof) arising out of
or based upon any untrue statement (or alleged untrue statement) of a material
fact which is contained in the written information furnished by such holder for
use in any prospectus or other documents incident to any such registration
statement, or any omission (or alleged omission) to state in the written
information so provided a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse the
Company and each such controlling person of the Company for any legal or other
expenses reasonably incurred by the Company and each such controlling person of
the Company in connection with investigating or defending any such claim, loss,
damage, liability or action.

         7.   HOLDER COVENANTS. Holder covenants to the Company that it will
not, nor will it cause its affiliates to, enter into any short sales or other
hedging transactions with respect to the Company's Common Stock at any time for
six months after the execution of this Agreement. After such six month period,
the Holder shall not, nor will it cause its affiliates to for the subsequent six
month period, enter into short sales or other hedging transactions with respect
to the Company's Common Stock in excess of 25,000 shares per month.




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         8.   AMENDMENT. Neither this Warrant nor any term hereof may be
amended, waived, discharged or terminated orally but only by an instrument in
writing signed by the party against which enforcement of the amendment, waiver,
discharge or termination is sought.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
and delivered by a duly authorized officer as of the 1st day of June, 1999.

                                        INNOVATIVE GAMING CORPORATION
                                                 OF AMERICA


                                        By:
                                           -------------------------------------
                                                 Edward Stevenson
                                           Its: Chief Executive Officer










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                    INNOVATIVE GAMING CORPORATION OF AMERICA
                                WARRANT EXERCISE

                  (TO BE SIGNED ONLY UPON EXERCISE OF WARRANT)


         The undersigned, the holder of the foregoing Warrant, hereby
irrevocably elects to exercise the purchase right represented by such Warrant
for, and to purchase thereunder,                 shares of the Common Stock of
Innovative Gaming Corporation of American to which such Warrant relates and
herewith makes payment of $                therefor in cash or by certified or
cashier's check and requests that the certificates for such shares be issued in
the name of, and be delivered to                                            ,
whose address is set forth below the signature of the undersigned. If said
number of shares shall not be all the shares purchasable under the Warrant, a
new Warrant is to be issued in the name of the undersigned for the balance
remaining of the shares purchasable thereunder. The undersigned, the holder of
the foregoing Warrant, hereby represents and warrants to Innovative Gaming
Corporation of America that it is in compliance with the Exercise Limitation of
Section 5 of the foregoing Warrant.

                                        Name of Warrant Holder:

                                        ----------------------------------------
                                        (Please print)

                                        Address of Warrant Holder:


                                        ----------------------------------------

                                        ----------------------------------------

                                        Tax Identification No. or
                                        Social Security No. of Warrant Holder:


                                        ----------------------------------------

                                        Signature
                                                  ------------------------------
                                        NOTE: The above signature should
                                        correspond exactly with the name of
                                        the Warrant Holder as it appears on
                                        the first page of the Warrant or on
                                        a duly executed Warrant Assignment.

                                        Dated:
                                              ----------------------------------



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