EXHIBIT 10.20.25



         Fourth Amendment to Intercreditor, Agency and Sharing Agreement
                             dated December 22, 1995
                among the Registrant, NBD Bank, Principal Mutual
                  Life Insurance Company and NBD Bank as Agent
                    
































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                       FOURTH AMENDMENT TO INTERCREDITOR,
                          AGENCY AND SHARING AGREEMENT


         THIS AMENDMENT, dated as of December 22, 1995 (this "Amendment"), among
Hurco Companies, Inc. (the "Company"),  NBD Bank, a Michigan banking corporation
("NBD"), and Principal Mutual Life Insurance Company, an Iowa corporation ("PML"
and, collectively with NBD, the "Lenders"), and NBD as Agent for the Lenders (in
such capacity, the "Agent").


                                 R E C I T A L S


         A. The parties  hereto have entered into an  Intercreditor,  Agency and
Sharing  Agreement  dated as of March 24, 1994 (as amended,  the  "Intercreditor
Agreement"), which is in full force and effect.

         B. In connection with amending certain credit  facilities  described in
the  Intercreditor  Agreement,  including  entering  into a Fourth  Amendment to
Credit  Agreement  between the Company and NBD (such  amending  document and all
related documents  collectively  referred to as the "Amending  Documents"),  the
Company desires to amend the Intercreditor Agreement as herein provided, and the
Lenders are  willing to so amend the  Intercreditor  Agreement  on the terms and
conditions set forth herein.


                                A G R E E M E N T


         Based upon these recitals, the parties agree as follows:

                  1. Amendment. Upon the  Company satisfying the  conditions set
forth  in Section  3 (the  date that  this occurs  being  called the  "effective
date"), the Intercreditor Agreement shall be amended as follows:

               2. (a) Section  3.2(b) of the  Intercreditor  Agreement  shall be
          amended to read as follows:

                  "(b) Next, but only out of the proceeds of the Cash Collateral
                  Account,  to pay (i) interest and letter of credit commissions
                  then  owed to NBD  under  or  with  respect  to  Authorization
                  Letters of Credit or that  portion of any New  Facility  Loans
                  drawn to reimburse NBD for draws under  Authorization  Letters
                  of Credit,  (ii) the principal balance then owed NBD under the
                  Authorization  Note or that portion of any New Facility  Loans
                  drawn to reimburse NBD for draws under  Authorization  Letters
                  of Credit,  and (iii)  amounts to be deposited in the NBD Cash
                  Collateral  Account  equal to the face  amount of all  undrawn
                  Authorization  Letters of Credit,  any such  deposit not being
                  treated as a payment for  purposes of the sharing  obligations
                  of the Lenders under this Agreement,  provided,  however, that
                  the sum of all amounts paid under  subsections  (ii) and (iii)
                  above shall not exceed  $2,000,000,  and,  provided,  further,
                  that no amounts shall be paid under this  subsection  (b) with
                  respect to (A) any Authorization  Letter of Credit issued with

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                  an expiry date beyond June 30,  1996,  or whose expiry date is
                  extended  beyond June 30,  1996,  without  the other  Lender's
                  prior written  consent,  and (B) any  Authorization  Letter of
                  Credit issued following NBD receiving  written notice from the
                  other  Lender or the Company of, or otherwise  becoming  aware
                  of,  the  existence  of  an  Event  of  Default,   except  for
                  Authorization  Letters of Credit issued following such receipt
                  for which the other Lender has  delivered to NBD its waiver of
                  this requirement that those Authorization Letters of Credit be
                  excluded from coverage  under this  subsection (b) (the Lender
                  may  withdraw  its waiver as to any  Authorization  Letters of
                  Credit  not  yet  made by  delivering  written  notice  of its
                  withdrawal to NBD)."

                  (b)      The  definition of "Interim  Exposure  Percentage" in
             Section 4.1 is amended to read as follows:

                           "'Interim Exposure  Percentage'"  means, for NBD, the
                  percentage obtained by dividing (a) the sum of the outstanding
                  principal  amount  of the  Amended  Term  Note,  plus the face
                  amount of the IRB L/C,  plus the  lesser of (i) the  aggregate
                  amount of the  Borrowing  Base as of the last  Borrowing  Base
                  Certificate,  and (ii) the face  amount  of the  Authorization
                  Letters of Credit  plus the  aggregate  amount  (not to exceed
                  $27,000,000)  of the New Facility  Commitment plus the Amended
                  European Facility,  all as of the date of calculation,  by (b)
                  the sum of the amount  calculated  under  subsection (a) above
                  plus the outstanding principal amount of the Amended PML Notes
                  as of the  date of  calculation.  For PML,  the term  "Interim
                  Exposure Percentage" means the percentage obtained by dividing
                  the outstanding  principal  amount of the Amended PML Notes as
                  of the date of  calculation  by the  amount  calculated  under
                  subsection (b) above."

                  2.  Consent of Lenders.  Each of the  Lenders  consents to the
other  Lender  entering  into each of the  Amending  Documents  to which it is a
party,  contingent  upon all of the Amending  Documents  being  executed by each
party thereto and becoming effective in accordance with their terms. Each of the
Lenders and the Company  agrees to take all actions  necessary or appropriate to
enter into or cause  their  respective  affiliates  to enter  into the  Amending
Documents to which they are respectively a party.

                  3. Miscellaneous.  The terms used but not defined herein shall
have the respective  meanings ascribed thereto in the  Intercreditor  Agreement.
Except as expressly amended hereby,  the  Intercreditor  Agreement and all other
documents issued under or with respect thereto are hereby ratified and confirmed
by the  Lenders,  the Agent,  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.

                  4. 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.




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                  5. Expenses.  The Company agrees to pay and save the Agent and
the Lenders  harmless  from  liability for all costs and expenses of the Lenders
and the Agent arising in respect of this  Amendment,  including  the  reasonable
fees and expenses of Dickinson,  Wright,  Moon, Van Dusen & Freeman,  counsel to
the Agent and NBD,  and Sidley & Austin,  counsel  to PML,  in  connection  with
preparing and reviewing this Amendment and any related agreements and documents.

                  6. 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
Michigan  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.


                                          By:/S/ROGER J. WOLF
                                          -------------------
                                                Roger J. Wolf

                                          Its:  Senior Vice President and
                                                Chief Financial Officer




NBD BANK                                   PRINCIPAL MUTUAL LIFE
                                            INSURANCE COMPANY


By: /S/BRUCE E. THOMSON                   By: /S/DONDALD D. BRATTEBO    
------------------------                  -------------------------------
    Bruce E. Thomson                      Its:  Second Vice President
    Its: Vice President

                                          And by: /S/JOHN D. CLEAVENGER 
                                          -------------------------------
                                          Its: Counsel