<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>creditagreement.txt
<DESCRIPTION>CREDIT AGREEMENT AMENDMENT
<TEXT>
                               SECOND AMENDMENT TO
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                    AND AMENDMENT TO REIMBURSEMENT AGREEMENT


         THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
AND AMENDMENT TO REIMBURSEMENT AGREEMENT, dated as of April 30, 2002 (this
"Amendment"), between HURCO COMPANIES, INC., an Indiana corporation (the
"Company"), and BANK ONE, INDIANA, NA, a national banking association (the
"Bank").


                                    RECITALS

         A. The parties hereto have entered into a Second Amended and Restated
Credit Agreement and Amendment to Reimbursement Agreement dated as of October
31, 2001 (as amended or modified from time to time, the "Credit Agreement"),
which is in full force and effect.

         B. The Company  desires to further amend the Credit  Agreement as
herein  provided,  and the Bank is willing to so amend the Credit Agreement on
the terms set forth herein.

                                    AGREEMENT

         Based upon these recitals, the parties agree as follows:

         1.       Amendment.  Upon the Company  satisfying  the  condition  set
forth in paragraph 4 (the date that this occurs being called the
"Effective Date"), the Credit Agreement shall be amended as follows:
                              --------------

         (a)      The definition of the term "Applicable Margin" is amended and
                  restated, to read as follows:


                  "Applicable Margin" means, with respect to Advances of any
         Type at any time, the percentage rate per annum which is applicable at
         such time with respect to Advances of such Type:

                  (a) from and including the Effective Date through
                      October 31, 2001:

                           Eurodollar Advances:  1.0%
                           Floating Rate Advances:  0.0%


<PAGE>

                  (b) from and including November 1, 2001 and thereafter,
                      as follows:
<TABLE>

         Date                                        Eurodollar Advances                 Floating Rate Advances
------------------------------------------  ------------------------------------  ----------------------------------
         <S>                                            <C>                                   <C>
         From and including November 1,                 2.0% per annum                        0% per annum
         2001, through April 30, 2002

------------------------------------------  ------------------------------------  ----------------------------------
------------------------------------------  ------------------------------------  ----------------------------------
         From and including May 1, 2002,                2.5% per annum                        0.5% per annum
         through October 30, 2002

------------------------------------------  ------------------------------------  ----------------------------------
------------------------------------------  ------------------------------------  ----------------------------------
         From and including November 1,                 3.0% per annum                        1.0% per annum
         2002, through January 31, 2003

------------------------------------------  ------------------------------------  ----------------------------------
------------------------------------------  ------------------------------------  ----------------------------------
         From and including February 1,                 3.5% per annum                        1.5% per annum
         2003, and thereafter
------------------------------------------  ------------------------------------  ----------------------------------
</TABLE>


         (b)      The  definition of the term "Automatic  Termination  Date" is
                  amended and  restated,  to read as follows:

                  "Automatic Termination Date" means June 30, 2003.


         (c)      The definition of the term "Commitment" is amended and
                  restated, to read as follows:


                  "Commitment" means the obligation of the Bank to make Loans
         to, and issue Facility LCs upon the application of, the Borrower in an
         aggregate amount not exceeding $15,000,000, reduced by (i) $5,000,000
         from and including June 30, 2002, and (ii) the amount required pursuant
         to Section 2.5(d) and Section 2.5(e) (other than Sections 2.5(e)(iii)
         and 2.5(e)(iv), which have already occurred).

         (d)      The definition of the term "European Facility" is amended and
         restated, to read as follows:

                  "European Facility" means a facility under which Bank One, NA,
         London Branch, in its sole discretion, may make revolving credit loans
         in favor of any of the European Subsidiaries not to exceed $5,000,000
         or its Dollar Equivalent (subject to Section 2.1(a)) pursuant to a
         letter agreement dated as of August 17, 1999, as amended from time to
         time, provided, however, that, after the New Hurco GmbH Facility has
         been issued, no borrower under that facility may obtain loans under the
         European Facility.
<PAGE>

         (e)      The definition of the term "Intangible Assets" is amended and
         restated, to read as follows:


                  "Intangible Assets" means, for the Borrower or any of its
         Subsidiaries, the net book value, calculated in accordance with
         Agreement Accounting Principles, of all items of the following
         character which are included in the assets of such person: (i)
         goodwill, including without limitation the excess of cost over book
         value of any asset, (ii) organization or experimental expenses, (iii)
         unamortized debt discount and expense, (iv) patents, trademarks, trade
         names and copyrights, (v) deferred taxes and deferred charges, (vi)
         franchises, licenses and permits, and (vii) other assets which are
         deemed intangible assets under Agreement Accounting Principles,
         provided, however, that, for purposes of calculating the Consolidated
         Tangible Net Worth, the net book value of any intangible assets
         acquired under the CIMPlus Option shall be excluded from this
         definition.

         (f)      Section 2.1(a) is amended and restated, to read as follows:

                  (a) From and including the Effective Date and prior to the
         Facility Termination Date, the Bank agrees, on the terms set forth in
         this Agreement, to (i) make Advances to the Borrower and (ii) issue
         Facility LCs upon the request of the Borrower not to exceed in the
         aggregate principal amount at any time outstanding the lesser of (A)
         the amount of the Borrowing Base as of the close of business on the
         last day of the month next preceding the date any such Advance is made
         and (B) the amount of the Commitment as of the date any such Advance is
         made, provided, however, that the aggregate principal amount of
         Facility LCs outstanding at any time shall not exceed the amount of the
         Commitment, and, provided, further, that the aggregate principal amount
         of Advances and Facility LCs outstanding at any time, together with the
         aggregate principal amount of Loans (as defined in the European
         Facility) outstanding at such time under the European Facility, shall
         not exceed the lesser of (A) the amount of the Borrowing Base as of the
         close of business on the last day of the month next preceding such date
         and (B) the amount of the Commitment as of that date. Subject to the
         terms of this Agreement, the Borrower may borrow, repay and reborrow at
         any time prior to the Facility Termination Date. The Commitment to
         extend credit hereunder shall expire on the Facility Termination Date.
         The Bank will issue Facility LCs hereunder on the terms and conditions
         set forth in Section 2.18.

         (g)      Section 2.5(b) is amended and restated, to read as follows:

                  (b) Facility Fee. The Borrower agrees to pay to the Bank a
         facility fee on March 31, 2003, equal to $50,000, provided that, if all
         Obligations are repaid and the Commitment is terminated on or before
         March 31, 2003, the facility fee shall be forgiven, and provided
         further, if a Default occurs, the entire facility fee shall be earned
         as of the Default occurring and be payable by the Borrower to the Bank
         on March 31, 2003.
<PAGE>

         (h)      Section 2.18.1 is amended and restated, to read as follows:

                  2.18.1. Issuance. The Bank agrees, on the terms set forth in
         this Agreement, to issue standby and commercial letters of credit
         (each, a "Facility LC") and to renew, extend, increase, decrease or
         otherwise modify each Facility LC ("Modify," and each such action a
         "Modification"), from time to time from and including the date of this
         Agreement and prior to the Facility Termination Date upon the request
         of the Borrower; provided that immediately after each such Facility LC
         is issued or Modified, (i) the aggregate amount of the outstanding LC
         Obligations shall not exceed the amount of the Commitment, and (ii) the
         Outstanding Credit Exposure shall not exceed the Commitment. No
         Facility LC shall have an expiry date later than the earlier of (x) the
         fifth Business Day prior to the Facility Termination Date and (y) one
         year after its issuance.

         (i)      Section 6.11(iv) is amended and restated, to read as follows:

                  (iv)     Indebtedness  of any Subsidiary  owing to the
         Borrower or to any other  Subsidiary,  and indebtedness of the Borrower
         owing to any Subsidiary.

         (j)      Section 6.14(iv) is amended and restated, to read as follows:

                  (iv) The exercise of the CIMPlus Option, provided that, if the
         Borrower does not exercise the CIMPlus Option on or before June 14,
         2002, the Borrower shall have provided to the Bank a certificate of the
         chief financial officer of the Borrower (attaching computations to
         demonstrate compliance with all financial covenants hereunder), stating
         that, following the exercise of the CIMPlus Option, the Company will be
         in compliance with Article VI of this Agreement.

         (k)      Section 6.15(vii) is amended and restated, to read as follows:

                  (vii) Liens on the assets of Hurco GmbH to secure the New
         Hurco GmbH Facility, and, if Hurco BV is a borrower or guarantor under
         the New Hurco GmbH Facility, on the assets of Hurco BV to secure the
         New Hurco GmbH Facility.

         (l)      Section 6.20 is amended and restated, to read as follows:

                  6.20.  Financial Covenants.
                         -------------------

                  6.20.1. Minimum Consolidated EBITDA. The Borrower will not
         permit Consolidated EBITDA, determined as of the end of the twelve (12)
         consecutive months then ending, to be less than: (i) on October 31,
         2001, $2,000,000, (ii) on January 31, 2002, negative $620,000, (iii) on
         April 30, 2002, negative $2,750,000, (iv) on July 31, 2002, negative
         $2,750,000, (v) on October 31, 2002, negative $2,150,000, (vi) on
         January 31, 2003, negative $750,000, and (vii) on April 30, 2003,
         positive $1,000,000.
<PAGE>

                  6.20.2. Minimum Consolidated Tangible Net Worth. The Borrower
         will maintain Consolidated Tangible Net Worth as of the last day of
         each fiscal quarter then ending of not less than, (i) on October 31,
         2001, $35,900,000, (ii) on January 31, 2002, $34,500,000, (iii) on
         April 30, 2002, $33,500,000, (iv) on July 31, 2002, $32,500,000, (v) on
         October 31, 2002, $32,300,000, (vi) on January 31, 2003, $32,300,000,
         and (vii) on April 30, 2003, $32,300,000.

                  6.20.3. Maximum Consolidated Total Indebtedness to
         Consolidated Total Capitalization. The Borrower will not permit the
         ratio, determined as of the end of each of its fiscal quarters, of (i)
         Consolidated Total Indebtedness to (ii) Consolidated Total
         Capitalization, to be greater than 0.4 to 1.0.

         (m)      Section 6.21 is amended and restated, to read as follows:

                  6.21. Capital Expenditures. The Borrower will not, nor will it
         permit any Subsidiary to, acquire or contract to acquire any fixed
         asset or make any other Capital Expenditure if the aggregate purchase
         price and other acquisition costs of all Consolidated Capital
         Expenditures made during any fiscal quarter, together with the
         Consolidated Capital Expenditures made during the prior three fiscal
         quarters, would exceed an amount equal to the lesser of (i) 125% of the
         consolidated depreciation and amortization expense of the Borrower and
         its Subsidiaries for the four fiscal quarters immediately preceding the
         date of the proposed Capital Expenditure and (ii) $3,000,000. For
         clarification, any acquisition of intangible assets under the CIMPlus
         Option shall not be considered an acquisition of a fixed or capital
         asset and such acquisition shall not be governed by this covenant.

         2. References to Credit Agreement. From and after the effective date of
this Amendment, references to the Credit Agreement in the Credit Agreement and
all other documents issued under or with respect thereto (as each of the
foregoing is amended hereby or pursuant hereto) shall be deemed to be references
to the Credit Agreement as amended hereby.

         3.       Representations and Warranties.  The Company represents and
warrants to the Bank that:

                  (a) (i) The execution, delivery and performance of this
Amendment and all agreements and documents delivered pursuant hereto by the
Company have been duly authorized by all necessary corporate action and do not
and will not violate any provision of any law, rule, regulation, order,
judgment, injunction, or award presently in effect applying to it, or of its
articles of incorporation or bylaws, or result in a breach of or constitute a
default under any material agreement, lease or instrument to which the Company
is a party or by which it or its properties may be bound or affected (including
without limitation any credit facility with Principal Mutual Life Insurance
Company); (ii) no authorization, consent, approval, license, exemption or filing
of a registration with any court or governmental department, agency or
instrumentality is or will be necessary to the valid execution, delivery or
performance by the Company of this Amendment and all agreements and documents
delivered pursuant hereto; and (iii) this Amendment and all agreements and
documents delivered pursuant hereto by the Company are the legal, valid and
binding obligations of the Company, enforceable against it in accordance with
the terms thereof.
<PAGE>

                  (b) After giving effect to the amendments contained herein,
the representations and warranties contained in Article V of the Credit
Agreement (with the exception of Section 5.5) are true and correct on and as of
the effective date hereof with the same force and effect as if made on and as of
the effective date. Since March 31, 2002, there has been no change in the
business, Property, prospects, condition (financial or otherwise) or results of
operations of the Borrower and its Subsidiaries which could reasonably be
expected to have a Material Adverse Effect.

                  (c) As of the date hereof, there are no loans or other
obligations outstanding under the European Facility. Prior to the date a letter
agreement regarding the Fifth Amendment to European Facility is executed among
the European Subsidiaries and the Bank, in form and substance satisfactory to
the Bank, the Borrower shall cause the European Subsidiaries to not utilize the
credit facilities provided under the European Facility.

                  (d) No Event of Default has occurred and is continuing or will
exist under the Credit Agreement as of the effective date hereof.

         4.       Conditions  to  Effectiveness.  This  Amendment  shall not
become  effective  until the Bank has received the following  documents and the
following  conditions  have been  satisfied,  each in form and substance
satisfactory to the Bank:

                  (a) Copies, certified as of the effective date hereof, of such
corporate documents of the Company and the Guarantors as the Bank may request,
including articles of incorporation, bylaws (or certifying as to the continued
accuracy of the articles of incorporation and by-laws previously delivered to
the Bank), and incumbency certificates, and such documents evidencing necessary
corporate action by the Company and the Guarantors with respect to this
Amendment and all other agreements or documents delivered pursuant hereto as the
Bank may request;

                  (b)      A Confirmation of Subsidiary  Guaranty of even date
herewith  executed by the Guarantors in favor of the Bank, in form and substance
satisfactory to the Bank;

                  (c)      Such  additional  agreements  and  documents,  fully
executed  by the  Company,  as are reasonably requested by the Bank; and

                  (d)      The Company has paid the Bank on or prior to the
Effective  Date an  arrangement  fee in the amount of $15,000.

         5. Miscellaneous. The terms used but not defined herein shall have the
respective meanings ascribed thereto in the Credit Agreement. Except as
expressly amended, the Credit Agreement and all other documents issued under or
with respect thereto are ratified and confirmed by the Banks and the Company and
shall remain in full force and effect, and the Company hereby acknowledges that
it has no defense, offset or counterclaim with respect thereto.

         6.       Counterparts.  This Amendment may be executed in any number of
counterparts,  all of which taken together shall  constitute one and the same
instrument and any of the parties hereto may execute this Amendment by
signing any such counterpart.
<PAGE>

         7. Expenses. The Company agrees to pay and save the Bank harmless from
liability for all costs and expenses of the Bank arising in respect of this
Amendment, including the reasonable fees and expenses of Dickinson Wright PLLC,
counsel to the Bank, in connection with preparing and reviewing this Amendment
and any related agreements and documents.

         8. Governing Law. This Amendment is a contract made under, and shall be
governed by and construed in accordance with, the laws of the State of Indiana
applicable to contracts made and to be performed entirely within such state and
without giving effect to the choice law principles of such state.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the date first written above.


HURCO COMPANIES, INC.                            BANK ONE, INDIANA, NA


By:  /s/ Roger J. Wolf                           By:  /s/ Joanna W. Anderson

Its: Senior Vice President                       Its: Assistant Vice President
     and Chief Financial Officer




DETROIT  15275-5  660867


</TEXT>
</DOCUMENT>
