Exhibit 10.3




                              EMPLOYMENT AGREEMENT

         Between the Registrant and Richard Blake dated April 21, 1999












<PAGE>


                  AMENDED AND RESTATED TRANSFER AGREEMENT

                  This Amended and Restated Transfer Agreement  ("Agreement") is
made and  entered  into as of the 21st day of April 1999,  by and between  Hurco
Companies, Inc. ("Company") and Richard Blake ("Blake").

                                    Recitals

                  A.       Blake has been employed by Hurco Europe LTD. ("HEL"),
which is a  wholly-owned subsidiary of Company.

                  B.       Blake is currently assigned to and working for
Company pursuant to the terms of that certain Transfer
Agreement dated as of January 1, 1998 (the "Transfer Agreement").

                  C. Company  desires to modify the terms and  conditions of its
relationship  with Blake and to enter  into a new  agreement  with  Blake  which
supersedes  and  replaces any and all previous  agreements  between  Company and
Blake.

                  D. Blake  desires to modify  the terms and  conditions  of his
relationship  with Company and to enter into a new agreement  with Company which
supersedes  and  replaces  any and all  previous  agreements  between  Blake and
Company.

                  NOW,  THEREFORE,  in consideration and the mutual promises and
covenants  contained herein and the actions taken pursuant thereto,  Company and
Blake agree as follows:

1.       Employment.  Pursuant to the terms and conditions of this Agreement,
Company agrees to employ Blake and Blake agrees to be
employed by Company.

2. Term of Employment.  The term of employment under this Agreement shall be for
a period of twenty-one (21) months commencing April 1, 1999, and ending December
31,  2000,   unless  sooner  terminated  as  provided  in  this  Agreement  (the
"Employment Term").

3.       Duties and Responsibilities.

1.                         During the Employment Term, Blake's position shall be
                           President,  Machine Tool  Products  Division of Hurco
                           Companies,  Inc.  Blake also shall perform other such
                           services  related  thereto as may be designated  from
                           time to time by Company.


<PAGE>


2.                         During the period  April 1, 1999,  to March 31, 2000,
                           Blake will be a resident  in the  United  States.  As
                           part of his  regular  duties,  Blake may be  required
                           from time to time to attend  business and educational
                           meetings and activities,  including  return visits to
                           the United  Kingdom,  for training and other business
                           purposes.  It is mutually understood that Company may
                           exercise an option to have Blake return to the United
                           Kingdom  at any  time  due to the  business  needs of
                           Company.  Notice of such action will be given as much
                           in  advance  as  is  feasible,   dependent  upon  the
                           existing  circumstances  at that  time.  Blake  shall
                           expend his entire  time and best  efforts  performing
                           his duties under this Agreement.

3.                         If and when Blake returns to the United Kingdom after
                           March 31, 2000 and before  December 31,  2000,  Blake
                           shall be  responsible  for  special  projects or such
                           other  duties as assigned to him by  Company's  Chief
                           Executive  Officer or the Chief  Executive  Officer's
                           designee.

4.                         During the  period  April 1, 2000,  to  December  31,
                           2000, Blake may reside in the United Kingdom. Company
                           and  Blake  acknowledge  and  agree,   however,  that
                           Company may require  Blake to make  regular  business
                           trips to the United  States,  which  trips  shall not
                           exceed  one per  month  for a period  of no more than
                           three (3) weeks at a time.

5.                         Company and Blake  acknowledge and agree that, during
                           the period April 1, 2000,  to December  31, 2000,  if
                           Blake obtains new  employment,  this Agreement  shall
                           terminate immediately.

4. Employment  Compensation.  As his entire  compensation for all services to be
rendered by Blake  during the  Employment  Term,  Blake shall have and receive a
base salary of One Hundred Twenty-Five Thousand U.S. Dollars ($125,000.00) on an
annualized  basis,  payable  in  accordance  with  Company's  customary  payroll
practices (the "Base Salary").

                  During  the  Employment  Term as long as Blake and his  family
                  reside in the United States,  Company will pay Blake a foreign
                  assignment  premium at the rate of Ten Thousand  U.S.  Dollars
                  ($10,000.00)  per year,  payable in biweekly  installments  in
                  accordance with Company's customary payroll practices.

                  During the  Employment  Term,  Blake shall also be entitled to
                  all other  regular  compensation  elements  as may be provided
                  from time to time in Company's policies as prepared and issued
                  by Company.
<PAGE>
                  During  the  Employment  Term as long as Blake and his  family
                  reside in the United  States,  Company  will provide a monthly
                  housing  allowance of One Thousand  Five Hundred U.S.  Dollars
                  ($1,500.00) for housing and furniture  rental.  Company agrees
                  to pay the  customary  deposits  necessary  to obtain a rental
                  residence in the U.S.

                  All  salary  and  other  compensation  paid to Blake  shall be
                  subject  to  all  applicable   withholdings   and  deductions,
                  including  without  limitation  withholdings for United States
                  and foreign taxes.

5. Bonus. If Blake fulfills his employment  obligations under this Agreement and
remains continuously employed by Company through December 31, 1999, then in such
event Blake shall be eligible to receive a performance  bonus as  established by
Company.  A performance bonus for the year 2000 will be determined by Company in
December 1999.

6. Employee  Benefits.  During the Employment  Term, Blake shall be permitted to
participate  in and be provided for all employee  benefits which may be provided
from time to time by  Company at its  expense  including  disability  insurance,
group life  insurance,  401(k)  plan,  profit  sharing  plan,  split dollar life
insurance  plan,  health  insurance  and  deferred  compensation  plan and other
benefits which Company may from time to time adopt.

7.  Holidays  and  Vacations.  During the  Employment  Term,  Blake will  follow
Company's  holiday schedule and will be eligible for vacation days in accordance
with Company's  vacation policy.  All vacation days shall be taken in the manner
most  convenient  to the  business  of  Company.  Plans for  vacation  should be
submitted to Company in advance for approval. Unused days of vacation may not be
carried over to future years.

8. Death or Disability During  Employment.  If Blake dies or becomes totally and
permanently  disabled during the Employment Term,  Company shall pay to Blake or
his estate the base salary  which would  otherwise be payable to Blake if he had
performed  services  until the end of the  month in which  his  death/disability
occurs.  Company shall have no further financial  obligations to Blake or to his
estate, except for any applicable employee benefits provided by Company.

9. Termination. This Agreement may be terminated without cause by either Company
or Blake  upon the  giving of  thirty  (30)  days'  notice  to the  other.  This
Agreement  shall  terminate  automatically,  without  notice,  upon the death or
disability  of  Blake  or upon  mutual  agreement  of the  parties.  During  the
Employment  Term,  Company may  terminate  this  Agreement at any time,  without
notice,  for cause based on  misconduct  by Blake that is injurious or otherwise
detrimental  to the interests of Company or HEL. If this Agreement is terminated
during  the  Employment  Term  for  any  reason,  except  by  Blake's  voluntary
resignation  or by Company for cause,  Company  will pay for the return of Blake
and  immediate  family to the United  Kingdom  including  coach air fare and air
freight for 1,000 pounds of baggage.  If this Agreement is terminated during the
Employment Term by Company  without cause,  Company will provide Blake severance
pay equal to the lesser of: (i)  continuation of the Base Salary for a period of
twelve (12) months following the termination  date; or (ii)  continuation of the
Base Salary for the period from the  termination  date to December 31, 2000. Any
such severance pay shall be paid on Company's  customary payroll dates and shall
be subject to all applicable tax withholdings and deductions.

<PAGE>
10.      Other.

                  a.       Vehicle.  During the Employment Term, Company will
provide an automobile and reimburse reasonable expenses incurred in connection
with the business operation thereof.  Fuel for personal mileage is not included.
Size and model will be of the kind customarily provided to persons of comparable
position in the United States.

                  b. Family  Moving  Expenses.  Company will pay all  reasonable
expenses  incurred by Blake and Blake's family in connection  with such moves to
and from the United States in accordance with the Company's standard "Relocation
and Move  Policy  for  Current  Employees"  including  all  packing,  moving and
unpacking of household  furnishings,  all  reasonable  travel,  meal and lodging
expenses  incurred  by Blake and his  family  during  such  move;  and any other
reasonable  costs or expenses  incurred in connection with such moving including
insurance on personal possessions during such move.

                  c. Transfer  Allowance.  It is recognized  that there are many
other expenses in connection with an international move which are not covered by
normal moving  expense  reimbursements.  These expenses  include  replacement of
personal electrical appliances,  home cleaning expenses, etc. To reimburse Blake
for these and similar expenses Company will pay a transfer  allowance of $3,000,
less  applicable  taxes,  to Blake upon his return to the United  Kingdom  after
March 31, 2000.

                  d.       Trips Home.  Once during the period April 1, 1999 to
March 31, 2000, at a time of Blake's choice, Company will pay coach fare for air
flights for Blake and members of his immediate family for a personal visit to
the United Kingdom and return to the United States.

                  e. Tax  Consultant.  Compensation  will be taxable during this
assignment.  Company  will make  available a tax  consultant  to assist with tax
report  preparation.  If actual taxes owed by Blake on  compensation  during the
Employment  Term exceed  taxes that would have been owed if Blake was working in
the United  Kingdom,  Company  will  reimburse  employee for the  difference  as
evidenced by a qualified tax consultant.

11.  Confidentiality.  Blake  recognizes and  acknowledges  that the information
concerning Company's customers and suppliers as they may exist from time to time
and  Company's  technical  and  manufacturing  processes  are  unique  assets of
Company.  Blake agrees to keep  confidential  and will not  disclose,  during or
after the term of this Agreement,  such  information or processes to any person,
firm,  corporation or partnership.  Blake's obligations under this Section shall
survive the termination of this Agreement.

12. Miscellaneous.  The terms and conditions of Company's policies, as from time
to time are in  effect,  are  incorporated  herein  and  shall be a part of this
Agreement.  Except  as  stated  in  the  immediately  preceding  sentence,  this
Agreement contains the entire Agreement between Company and Blake and supersedes
all prior agreements  between them,  whether oral or written,  including without
limitation the Transfer Agreement.

<PAGE>

                  The  affairs  of Company  and HEL,  and the  contents  of this
Agreement  are  confidential  and are not to be disclosed or discussed  with any
unauthorized  person  irrespective  of whether  such  person is an  employee  of
Company or HEL.

                  This  Agreement  and  the   obligations   hereunder  shall  be
interpreted,  construed and enforced in accordance with the laws of the State of
Indiana.

                  No waiver or any breach of this  Agreement  shall be deemed or
construed as a waiver of any other breach.

                  More than one copy of this  Agreement  may be executed each of
which shall  constitute an executed  original.  Any amendment of this  Agreement
shall be effective only if in writing and signed by both Company and Blake.

                  If any provision of this Agreement shall be held invalid under
applicable law, such provision  shall be ineffective  only to the extent of such
invalidity, without invalidity to the remaining provisions of this Agreement.

                  Blake  acknowledges  and agrees that he has no right to return
to the employment of HEL at any time.

13.  Notices.  Any notices or other  communications  required or permitted to be
given under the  provisions  of this  Agreement  shall be in  writing.  All such
notices or communications  shall be deemed to have been properly given or served
by hand  delivery or by depositing  same in the United States mail  addressed to
the appropriate  party,  postage prepaid and registered or certified with return
receipt requested at the following address:

                  To:      Hurco Companies, Inc.
                           One Technology Way
                           Indianapolis, Indiana  46268
                           Attention:  Brian D. McLaughlin

                  To:      Richard Blake
                           One Technology Way
                           Indianapolis, Indiana  46268

Either  party has the right to change the above  address by giving  thirty  (30)
days notice thereof to the other party.


<PAGE>



                  IN  WITNESS  WHEREOF,  Company  and Blake have  executed  this
Agreement intending it to be effective as of the date first above written.

                                                     HURCO COMPANIES, INC.


______________________________         By:    _______________________________
Richard Blake                                           Brian D. McLaughlin
                                                        Chief Executive Officer
                                        Date: _______________________________
Date:__________________________