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                                                                   EXHIBIT 10.17


                    INNOVATIVE GAMING CORPORATION OF AMERICA

                      1998 NON-EXECUTIVE STOCK OPTION PLAN
                                   AS AMENDED

        1. Purpose. The purpose of the 1998 Non-Executive Stock Option Plan (the
"Plan") of Innovative Gaming Corporation of America (the "Company") is to
increase shareholder value and to advance the interests of the Company by
attracting, motivating and retaining non-executive full-time employees of the
Company ("Non-Executive Employees") by furnishing Non-Executive Employees
non-qualified stock options to purchase Common Stock, $.01, of the Company
("Stock Options").

        2. Administration. The Plan shall be administered by the Compensation
Committee of the Company (the "Committee") which Committee shall consist of not
less than two directors of the Company and shall be appointed from time to time
by the Board of Directors of the Company. A majority of the Committee's members
shall constitute a quorum. All action of the Committee shall be taken by the
majority of its members. Any action may be taken by a written instrument signed
by majority of the members and actions so taken shall be fully effective as if
it had been made by a majority vote at a meeting duly called and held. The
Committee may appoint a secretary, shall keep minutes of its meetings and shall
make such rules and regulations for the conduct of its business as it shall deem
advisable. The Committee shall have complete authority to award Stock Options
under the Plan, to interpret the Plan, and to make any other determination which
it believes necessary and advisable for the proper administration of the Plan.
The Committee's decisions and matters relating to the Plan shall be final and
conclusive on the Company and its participants.

        3. Eligible Employees. Non-Executive Employees of the Company who are
full-time employees shall become eligible to receive Stock Options under the
Plan when designated by the Committee. For purposes of the Plan, "Non-Executive
Employees" shall be any employee of the Company who is not a director or officer
of the Company, as defined in Rule 16a-l(f) of the Securities Exchange Act of
1934, as amended (the " 1934 Act"). Non-Executive Employees may be designated
individually or by groups or categories (for example, by pay grade) as the
Committee deems appropriate.

        4. Shares Subject to the Plan.

                4.1 Number of Shares. Subject to adjustment as provided in
                Section 6.5, the number of shares of Common Stock, which may be
                issued under the Plan shall not exceed 200,000 shares of Common
                Stock.

                4.2 Cancellation. In the event that a Stock Option granted
                hereunder expires or is terminated or canceled unexercised as to
                any shares of Common Stock, options relating to such shares may
                again be issued under the Plan. The Committee may also determine
                to cancel, and agree to the cancellation of, Stock Options in
                order to make a participant eligible for the grant of a Stock
                Option at a lower price than the option to be canceled.

                4.3 Type of Common Stock. Common Stock issued under the Plan in
                connection with Stock Options shall be authorized and unissued
                shares.

        5. Stock Options. A Stock Option is a right to purchase shares of Common
Stock from the Company. Each Stock Option granted by the Committee under this
Plan shall be subject to the following terms and conditions:

                5.1 Price. The option price per share shall be determined by the
                Committee, subject to adjustment under Section 6.5.
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                5.2 Number. The number of shares of Common Stock subject to the
                option shall be determined by the Committee, subject to
                adjustment as provided in Section 6.5.

                5.3 Non-Qualified Stock Option. No Stock Option granted under
                the Plan shall qualify as an incentive stock option (as such
                term is defined in Section 422A of the Internal Revenue Code of
                1986, as amended).

                5.4 Duration and Time for Exercise. Subject to earlier
                termination as provided in Section 6.3, the term of each Stock
                Option shall be determined by the Committee but shall not exceed
                ten years and one day from the date of grant. Each Stock Option
                shall become exercisable at such time or times during its term
                as shall be determined by the Committee at the time of grant.
                Except as provided in any Stock Option Agreement approved by the
                Committee, no Stock Option may be exercised during the first
                twelve months of its term. Except as provided by the preceding
                sentence, the Committee may accelerate the exercisability of any
                Stock Option. Subject to the foregoing and with the approval of
                the Committee, all or any part of the shares of Common Stock
                with respect to which the right to purchase has accrued may be
                purchased by the Company at the time of such accrual or at any
                time or times thereafter during the term of the option.

                5.5 Manner of Exercise. A Stock Option may be exercised, in
                whole or in part, by giving written notice to the Company,
                specifying the number of shares of Common Stock to be purchased
                and accompanied by the full purchase price for such shares. The
                option price shall be payable in United States dollars upon
                exercise of the option and may be paid by cash; uncertified or
                certified check; bank draft; by delivery of shares of Common
                Stock in payment of all or any part of the option price, which
                shares shall be valued for this purpose at the Fair Market Value
                on the date such option is exercised; by instructing the Company
                to withhold from the shares of Common Stock issuable upon
                exercise of the Stock Option shares of Common Stock in payment
                of all or any part of the option price, which shares shall be
                valued for this purpose at the Fair Market Value or in such
                other manner as may be authorized from time to time by the
                Committee. Prior to the issuance of shares of Common Stock upon
                the exercise of a Stock Option, a participant shall have no
                rights as a shareholder.

        6. General.

                6.1 Duration. The Plan shall remain in effect until all Stock
                Options granted under the Plan have either been satisfied by the
                issuance of shares of Common Stock or the payment of cash or
                been terminated under the terms of the Plan and all restrictions
                imposed on shares of Common Stock in connection with their
                issuance under the Plan have lapsed. No Stock Options may be
                granted under the Plan after the tenth anniversary of the date
                the Plan is approved by the Directors of the Company.

                6.2 Non-transferability of Stock Options. No Stock Option may be
                transferred, pledged or assigned by the holder thereof (except,
                in the event of the holder's death, by will or the laws of
                descent and distribution to the limited extent provided in the
                Plan or in the Stock Option) and the Company shall not be
                required to recognize any attempted assignment of such rights by
                any participant. During a participant's lifetime, a Stock Option
                may be exercised only by him or by his guardian or legal
                representative.

                6.3 Effect of Termination of Employment or Death. In the event
                that a participant ceases to be an employee of the Company for
                any reason, including death, any Stock Options may be exercised
                or shall expire at such times as may be determined by the
                Committee.

                6.4 Additional Condition. Notwithstanding anything in this Plan
                to the contrary: (a) the Company may, if it shall determine it
                necessary or desirable for any reason, at the time of award of
                Stock Option require the recipient of the Stock Option, as a
                condition to the receipt thereof, to deliver to the Company a
                written representation of present intention to acquire the Stock
                Option or the shares of Common Stock issued pursuant thereto for
                his own account for investment and not for distribution; and (b)
                if at any time the


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                Company further determines, in its sole discretion, that the
                listing, registration or qualification (or any updating of any
                such document) of any Stock Option issuable pursuant thereto is
                necessary on any securities exchange or under any federal or
                state securities or blue sky law, or that the consent or
                approval of any governmental regulatory body is necessary or
                desirable as a condition of, or in connection with the award of
                any Stock Option, the issuance of shares of Common Stock
                pursuant thereto, or the removal of any restrictions imposed on
                such shares, such Stock Option shall not be awarded or such
                shares of Common Stock shall not be issued or such restrictions
                shall not be removed, as the case may be, in whole or in part,
                unless such listing, registration, qualification, consent or
                approval shall have been effected or obtained free of any
                conditions not acceptable to the Company.

                6.5 Adjustment. In the event of any merger, consolidation or
                reorganization of the Company with any other corporation or
                corporations, there shall be substituted for each of the shares
                of Common Stock then subject to the Plan, including shares
                subject to restrictions, options, or achievement of performance
                share objectives, the number and kind of shares of stock or
                other securities to which the holders of the shares of Common
                Stock will be entitled pursuant to the transaction. In the event
                of any recapitalization, stock dividend, stock split,
                combination of shares or other change in the Common Stock, the
                number of shares of Common Stock then subject to the Plan,
                including shares subject to restrictions, options or
                achievements of performance shares, shall be adjusted in
                proportion to the change in outstanding shares of Common Stock.
                In the event of any such adjustments, the purchase price of any
                option, the performance objectives of any Stock Option, and the
                shares of Common Stock issuable pursuant to any Stock Option
                shall be adjusted as and to the extent appropriate, at the
                discretion of the Committee, to provide participants with the
                same relative rights before and after such adjustment.

                6.6 Stock Option Plans and Agreements. The terms of each Stock
                Option shall be stated in an agreement approved by the
                Committee.

                6.7 Withholding.

                (a)     The Company shall have the right to withhold from any
                        payments made under the Plan or to collect as a
                        condition of payment, any taxes required by law to be
                        withheld. At any time when a participant is required to
                        pay to the Company an amount required to be withheld
                        under applicable income tax laws in connection with an
                        exercise of an option, the participant may satisfy this
                        obligation in whole or in part by electing (the
                        "Election") to have the Company withhold from the
                        distribution shares of Common Stock having a value up to
                        the amount required to be withheld. The value of the
                        shares to be withheld shall be based on the Fair Market
                        Value of the Common Stock on the date that the amount of
                        tax to be withheld shall be determined ("Tax Date").

                (b)     Each Election must be made prior to the Tax Date. The
                        Committee may disapprove of any Election, may suspend or
                        terminate the right to make Elections, or may provide
                        with respect to any Stock Option that the right to make
                        Elections shall not apply to such Stock Option. An
                        Election is irrevocable.

                6.8 No Continued Employment or Right to Corporate Assets. No
                participant under the Plan shall have any right, because of his
                or her participation, to continue in the employ of the Company
                for any period of time or to any right to continue his or her
                present or any other rate of compensation. Nothing contained in
                the Plan shall be construed as giving an employee, the
                employee's beneficiaries or any other person any equity or
                interests of any kind in the assets of the Company or creating a
                trust of any kind or a fiduciary relationship of any kind
                between the Company and any such person.

                6.9 Amendment of the Plan. The Board may amend or discontinue
                the Plan at any time. However, no such amendment or
                discontinuance shall, subject to adjustment under Section 6.5,
                change or impair, without the consent of the recipient, a Stock
                Option previously granted.


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               6.10 Immediate Acceleration of Stock Option. Notwithstanding any
               provision in this Plan or in any Stock Option to the contrary,
               all outstanding options will become exercisable immediately any
               of the following events occur:

                      (1) any person or group of persons becomes the beneficial
               owner of 30% or more of any equity security of the Company
               entitled to vote for the election of directors;

                      (2) a majority of the members of the Board of Directors of
               the Company is replaced within the period of less than two years
               by directors not nominated and approved by the Board of
               Directors; or

                      (3) the shareholders of the Company approve an agreement
               to merge or consolidate with or into another corporation or an
               agreement to sell or otherwise dispose of all or substantially
               all of the Company's assets (including a plan of liquidation).

        For purposes of this Section 6. 10, beneficial ownership by a person or
group of persons shall be determined in accordance with Regulation 13D (or any
similar successor regulation) promulgated by the Securities and Exchange
Commission pursuant to the 1934 Act. Beneficial ownership of more than 30% of an
equity security may be established by any reasonable method, but shall be
presumed conclusively as to any person who files a Schedule 13D report with the
Securities and Exchange Commission reporting such ownership. If the restrictions
and forfeitability periods are eliminated by reason of provision (1), the
limitations of this Plan shall not become applicable again should the person
cease to own 30% or more of any equity security of the Company.

        For purposes of this Section 6. 10, "Continuing Directors" are directors
(a) who were in office prior to the time any of provisions (1), (2) or (3)
occurred or any person publicly announced an intention to acquire 20% or more of
any equity security of the Company, (b) directors in office for a period of more
than two years, and (c) directors nominated and approved by the Continuing
Directors.

               6.11 Definition of Fair Market Value. For purposes of this Plan,
               the "Fair Market Value" of a share of Common Stock at a specified
               date shall, unless otherwise expressly provided in this Plan, be
               the amount which the Committee determines in good faith to be
               100% of the fair market value of such a share as of the date in
               question; provided, however, that notwithstanding the foregoing,
               if such shares are listed on a U.S. securities exchange or are
               quoted on the NASDAQ National Market System, then Fair Market
               Value shall be determined by reference to the last sale price of
               a share of Common Stock on such U.S. securities exchange or
               NASDAQ on the applicable date. If such U.S. securities exchange
               or NASDAQ is closed for trading on such date, or if the Common
               Stock does not trade on such date, then the last sale price used
               shall be the one on the date the Common Stock last traded on such
               U.S. securities exchange or NASDAQ.