Exhibit 10.14




                                            GUARANTY AGREEMENT
                                         dated September 8, 1997
              Between the Autocon Technologies, Inc. and The First National 
Bank of Chicago


<PAGE>




                                           SUBSIDIARY GUARANTY


         THIS  SUBSIDIARY  GUARANTY,   dated  as  of  September  8,  1997  (this
"Guaranty"), executed by AUTOCON TECHNOLOGIES, INC., an Indiana corporation, and
IMS TECHNOLOGY,  INC., a Virginia corporation (collectively,  the "Guarantors"),
in favor of NBD BANK, N.A., a national banking  association  ("NBD Indiana") NBD
BANK, a Michigan  banking  corporation  ("NBD  Michigan") and THE FIRST NATIONAL
BANK OF CHICAGO, a national banking association ("FNBC").

         WHEREAS,  Hurco Companies,  Inc. (the  "Company"),  and NBD Indiana are
party to an Amended and Restated Credit Agreement and Amendment to Reimbursement
Agreement (the "New Facility") dated as of even date herewith, pursuant to which
NBD Indiana may make loans and issue letters of credit in an aggregate amount of
up to $22,500,000  and the debt under which is evidenced by a Promissory Note of
even date herewith, executed by the Company (the "New Facility Note"); and

         WHEREAS,  the  Company  and  NBD  Michigan  are  party  to a Term  Loan
Agreement  dated as of  September  9,  1991 (as  amended  to date and by the New
Facility,  the "NBD  Michigan  Term  Loan  Agreement"),  pursuant  to which  NBD
Michigan has made a term loan to the Company, which has an outstanding principal
amount of $1,250,000, and the NBD Michigan Term Loan Agreement has been assigned
to NBD Indiana by an Assignment  and  Acceptance  dated as of even date herewith
(the "Assignment and Acceptance"),  and NBD Michigan has assigned to NBD Indiana
the Term Note (the "NBD Indiana Term Note")  issued by the Company under the NBD
Michigan Term Loan Agreement; and

         WHEREAS,  the Company  and NBD  Michigan  are party to a  Reimbursement
Agreement  dated as of  September  1,  1990 (as  amended  to date and by the New
Facility, the "Reimbursement Agreement"),  pursuant to which NBD Michigan issued
an  Irrevocable  Letter of Credit (the "IRB  L/C"),  the face amount of which is
$1,060,274,  and NBD Michigan has sold to NBD Indiana a 100% risk  participation
in the IRB L/C  pursuant  to a  Participation  Agreement  dated as of even  date
herewith; and

         WHEREAS, the Company and its indirect, wholly-owned subsidiaries, Hurco
Europe Limited ("Hurco Europe") and Hurco GmbH Werkzeugmaschinen CIM - Bausteine
Vertrieb  und Service  ("Hurco  GmbH",  and,  together  with Hurco  Europe,  the
"European  Subsidiaries"),  and FNBC are party to a letter  agreement as of even
date herewith (the "European Facility"),  pursuant to which FNBC may lend to the
European  Subsidiaries  amounts  not to  exceed  in the  aggregate  at any  time
outstanding the Dollar Equivalent (as defined therein) of $5,000,000; and

         WHEREAS,  the Company has  guaranteed  to FNBC the  obligations  of the
European  Subsidiaries  under the European Facility pursuant to a Hurco Guaranty
dated as of even date herewith (the "Hurco Guaranty" and,  together with the NBD
Michigan Term Loan Agreement,  the NBD Indiana Term Note, the European Facility,
the Reimbursement Agreement, the IRB L/C, the New Facility, and the New Facility
Note, the "NBD Facilities"); and

         WHEREAS,  as a condition to the effectiveness of the New Facility,  the
Assignment and Acceptance,  and the Participation  Agreement, the Guarantors are
required to guarantee  payment and performance of all obligations of the Company
in respect of the New Facility,  the NBD Michigan Term Loan  Agreement,  the NBD
Indiana  Term  Note,  the  Reimbursement  Agreement,  the IRB L/C and the  Hurco
Guaranty,  and all  obligations of the European  Subsidiaries  in respect of the
European Facility (collectively, the "Obligations"), and this Guaranty Agreement
will replace the Guaranty  Agreement dated as of March 24, 1994, made by Autocon
Technologies, Inc.; and

         WHEREAS,  the  Guarantors  are each  wholly-owned  subsidiaries  of the
Company,  and have reviewed the NBD  Facilities  and the Hurco  Guaranty and all
other documents, agreements, instruments and certificates executed in connection
therewith  (all of the foregoing  being herein  collectively  referred to as the
"Operative  Documents"),  and the Guarantors have determined that it is in their
interest  and to their  financial  benefit  that the  parties  to the  Operative
Documents enter into the transactions contemplated thereby.

         NOW,  THEREFORE,  for valuable  consideration,  the receipt of which is
acknowledged,  and as further  consideration to NBD Indiana,  NBD Michigan,  and
FNBC to enter into the transactions contemplated by the Operative Documents, the
Guarantors agree with NBD Indiana, NBD Michigan, and FNBC as follows:

         1.  Guaranty  of  Obligations.   (a)  The  Guarantors   absolutely  and
unconditionally,  jointly and severally,  as primary  obligors and not merely as
surety,  (i) guarantee to NBD Indiana,  NBD Michigan,  and FNBC, as the case may
be, the prompt  payment of the  principal  of and any and all accrued and unpaid
interest  on  the  Obligations   when  due,   whether  by  scheduled   maturity,
acceleration or otherwise, all in accordance with the terms of this Guaranty and
the other  Operative  Documents,  including  amounts  due  under any  extensions
thereof or substitutions therefor, and all other amounts which may be payable by
the Company,  the European  Subsidiaries,  or the Guarantors to NBD Indiana, NBD
Michigan,  or FNBC, in connection  with or pursuant to the Operative  Documents,
including without limitation default interest, indemnification payments, and all
costs and expenses  incurred by NBD Indiana,  NBD Michigan,  and FNBC, or any of
them, in connection with enforcing any obligations of the Company,  the European
Subsidiaries,  or the  Guarantors  hereunder or  thereunder,  including  without
limitation the reasonable fees and disbursements of counsel for NBD Indiana, NBD
Michigan,  and FNBC, or any of them, and (ii)  guarantee the prompt  performance
and observance of each term, covenant,  or agreement contained herein or therein
to  be  performed  or  observed  on  the  part  of  the  Company,  the  European
Subsidiaries, or the Guarantors.

                  (b) If for any reason any duty,  agreement,  or  obligation of
the Company or the European  Subsidiaries  shall not be performed or observed as
provided for in the Operative  Documents,  or if any amount  payable under or in
connection with the Obligations  shall not be paid in full when the same becomes
due and payable, the Guarantors,  jointly and severally, undertake to perform or
cause to be performed  promptly each of such duties,  agreements and obligations
and to pay forthwith each such amount to NBD Indiana, NBD Michigan,  or FNBC, as
the case may be,  regardless of any defense or setoff or counterclaim  which the
Company or the European  Subsidiaries may have or assert,  and regardless of any
other condition or contingency.

         2. Nature of Guaranty.  This Guaranty is an absolute and  unconditional
and  irrevocable  guaranty of payment and not a guaranty  of  collection  and is
wholly  independent  of and in  addition  to other  rights and  remedies  of NBD
Indiana,  NBD Michigan,  and FNBC, and is not contingent  upon NBD Indiana,  NBD
Michigan or FNBC,  as the case may be,  pursuing  any such rights and  remedies,
such pursuit being waived by the  Guarantors.  This Guaranty  covers all present
and future  Obligations,  whether direct or indirect and absolute or contingent,
of whatever nature and however arising or evidenced.

         3. Waivers and Other  Agreements.  The Guarantors  unconditionally  (a)
waive any requirement that NBD Indiana,  NBD Michigan,  or FNBC, in the event of
any default by the Company or the European Subsidiaries, first make demand upon,
or seek to enforce remedies against,  the Company or the European  Subsidiaries,
as the case may be,  before  demanding  payment under or seeking to enforce this
Guaranty,  (b) covenant  that this  Guaranty  will not be  discharged  except by
complete  payment  and  performance  of all  Obligations  of the Company and the
European  Subsidiaries  to NBD Indiana,  NBD Michigan,  and FNBC, (c) agree that
this Guaranty shall remain in full force and effect without regard to, and shall
not  be  affected  or  impaired  by,   without   limitation,   any   invalidity,
irregularity,  or  unenforceability in whole or in part of this Agreement or any
other Operative  Document,  or any limitation on the liability of the Company or
the European Subsidiaries  thereunder,  or any limitation on the method or terms
of  payment  which  may now or  hereafter  be caused or  imposed  in any  manner
whatsoever,  (d) waive  diligence,  presentment and protest with respect to, and
any  notice of  default  or  dishonor  in the  payment of any amount at any time
payable by the Company or the European  Subsidiaries under or in connection with
the  Obligations,  and further waive any requirement of notice of acceptance of,
or other  formality  relating to, this Guaranty,  and (e) agree that the amounts
guaranteed hereunder shall include any amounts paid by the Company, the European
Subsidiaries,  or the Guarantors to NBD Indiana,  NBD Michigan,  or FNBC, as the
case  may be,  which  may be  required  to be  returned  to the  payor or to its
representative  or to a trustee,  custodian,  or receiver for the Company or the
European Subsidiaries or to either or both of the Guarantors.

         4. Obligations Absolute. The obligations,  covenants,  agreements,  and
duties of the Guarantors under this Guaranty shall not be released,  affected or
impaired by any of the following,  whether or not  undertaken  with notice to or
consent of the Guarantors:  (a) any assignment or transfer, in whole or in part,
of the Obligations,  or (b) any waiver by NBD Indiana, NBD Michigan, or FNBC, or
by any other  person,  of the  performance  or  observance by the Company or the
European Subsidiaries of any of the agreements,  covenants,  terms or conditions
contained in the Operative Documents,  or (c) any indulgence in or the extension
of the time for  payment by the  Company  or the  European  Subsidiaries  of any
amounts  payable  under  or in  connection  with  this  Agreement  or any  other
Operative  Document,  or of the  time  for  performance  by the  Company  or the
European  Subsidiaries  of any other  obligations  under or  arising  out of the
Operative  Documents  or any  related  document,  or the  extension  or  renewal
thereof, or (d) the modification,  amendment or waiver from time to time of this
Guaranty or any other Operative Document, any such modification,  amendment,  or
waiver being  expressly  authorized  without further notice to or consent of the
Company, the European Subsidiaries,  or the Guarantors,  or (e) the voluntary or
involuntary liquidation,  sale, or other disposition of all or substantially all
of the assets of the Company or the European  Subsidiaries or any  receivership,
insolvency,  bankruptcy,  reorganization, or other similar proceedings affecting
the Company or the  European  Subsidiaries  or any of their  assets,  or (f) the
release of any security for the Obligations,  or the impairment of or failure to
perfect an interest in any such security,  or (g) the merger or consolidation of
the Company or any of the European Subsidiaries or the Guarantors with any other
person,  or (h) the release or  discharge  of the Company or any of the European
Subsidiaries  or the  Guarantors  from  the  performance  or  observance  of any
agreement,  covenant, term, or condition contained in the Operative Documents by
operation of law, or (i) the  disallowance of all or any portion of the claim of
NBD Indiana,  NBD  Michigan,  or FNBC,  for repayment of any  Obligations  under
Section 502 of Title 11 of the United States Code, or other statute,  or (j) any
other cause whether  similar or  dissimilar  to the  foregoing  (other than full
payment and  performance  of the  Obligations)  which would  release,  affect or
impair the obligations,  covenants,  agreements,  or duties of the Company,  the
European Subsidiaries or the Guarantor hereunder or thereunder.


         5.  Remedies  of  Guaranteed  Parties.  In the  event  that  any of the
Obligations is not promptly paid by the Company or the European Subsidiaries, as
the case may be,  when it becomes  due,  upon  demand or  otherwise,  the holder
thereof may require the  Guarantors  or either of them to pay all or any portion
of the outstanding  principal balance thereof,  with interest thereon to date of
payment,  without  regard  to  any  security  for  or  other  guaranty  of  such
indebtedness; provided, however, that nothing herein contained shall prevent NBD
Indiana,  NBD Michigan,  or FNBC from instituting legal proceedings with respect
to any of the  Obligations  with or without  making the  Company,  the  European
Subsidiaries, or the Guarantors a party to the suit or from exercising any other
rights  available  to any of them,  and only the net proceeds  therefrom,  after
deducting all charges and expenses, shall be applied to reduce the amount due on
the Obligations.

         6.  Subrogation  Agreement.  If the Guarantors or either of them make a
payment in respect of the  Obligations,  it or they shall be  subrogated  to the
rights of the payee  against the Company or the  European  Subsidiaries,  as the
case may be, with respect to such payment;  provided, that the Guarantors hereby
waive  their  rights  to any  payment  by  way  of  subrogation  until  all  the
Obligations shall have been paid or performed in full.

         7. Representations and Warranties.  As of the date hereof and as of the
date of each loan or other advance made by NBD Indiana, NBD Michigan, or FNBC to
the  Company  or the  European  Subsidiaries,  as the case  may be,  each of the
Guarantors represents and warrants that:

                  (a) Corporate  Existence and Power.  It is a corporation  duly
organized, validly existing, and in good standing under the laws of its state of
incorporation   and  is  duly  qualified  to  do  business  in  each  additional
jurisdiction  where such  qualification  is necessary  under  applicable law and
where failure to be so duly  qualified  would have a material  adverse effect on
its  financial  condition.  It has  all  requisite  corporate  power  to own its
properties  and to carry on its business as now being  conducted and as proposed
to be  conducted,  and to execute and deliver this Guaranty and to engage in the
transactions contemplated by this Guaranty.

                  (b)  Corporate  Authority.   The  execution,   delivery,   and
performance  by it of this Guaranty are within its corporate  powers,  have been
duly authorized by all necessary  corporate  action and are not in contravention
of any law, rule or regulation,  or of any judgment,  decree, writ,  injunction,
order or award of any  arbitrator,  court or governmental  authority,  or of the
terms its charter or by-laws, or of any contract or undertaking to which it is a
party or by which it or its property may be bound or affected.

                  (c)      Binding  Effect.  This Guaranty is its legal,  valid,
  and binding  obligation,
enforceable against it in accordance with its terms.

         8. Covenants. Each of the Guarantors agrees that, until all Obligations
have been satisfied,  unless NBD Indiana, NBD Michigan, and FNBC shall otherwise
consent in writing,  it shall  preserve and maintain  its  corporate  existence,
rights,  privileges,  licenses,  franchises  and  permits and qualify and remain
qualified  as  a  validly   existing   corporation  in  good  standing  in  each
jurisdiction in which such  qualification  is necessary under applicable law and
where  failure to be so qualified  would have a material  adverse  effect on its
financial condition.

         9. Remedies.  (a) Upon the occurrence and during the continuance of any
Event  of  Default  (as  defined  in  any  of the  Operative  Documents)  or its
equivalent, NBD Indiana, NBD Michigan, and FNBC may, in addition to the remedies
provided in the  Operative  Documents,  enforce  their rights  either by suit in
equity,  or by action at law, or by other appropriate  proceedings,  whether for
the  specific  performance  (to the extent  permitted by law) of any covenant or
agreement  contained  in this  Guaranty  or in aid of the  exercise of any power
granted in this Guaranty and may enforce  payment under this Guaranty and any of
their other rights available at law or in equity.

                  (b) Upon the  occurrence  and  during the  continuance  of any
Event  of  Default  (as  defined  in  any  of the  Operative  Documents)  or its
equivalent,  NBD Indiana, NBD Michigan,  and FNBC are authorized at any time and
from time to time,  without notice to the Guarantors  (any  requirement for such
notice being expressly waived by the  Guarantors),  to set off and apply against
any and all of the  obligations  of the Guarantors  then or thereafter  existing
under  this  Guaranty  all  deposits  (general  or  special,   time  or  demand,
provisional or final) at any time held and other  indebtedness at any time owing
by NBD Indiana, NBD Michigan,  or FNBC, as the case may be, to or for the credit
or the account of the Guarantors and any property of the Guarantors from time to
time in the possession of NBD Indiana,  NBD Michigan,  or FNBC,  irrespective of
whether  or not they or any of them shall  have made any  demand  hereunder  and
although such  obligations  may be contingent and  unmatured.  The rights of NBD
Indiana,  NBD Michigan,  and FNBC under this  paragraph are in addition to other
rights and  remedies  (including,  without  limitation,  other rights of setoff)
which NBD Indiana, NBD Michigan, or FNBC may have.

                  (c) To the extent that they lawfully may, the Guarantors agree
that they will not at any time insist upon or plead,  or in any manner  whatever
claim or take any benefit or advantage of any applicable present or future stay,
extension or moratorium  law, which may affect  observance or performance of the
provisions of this Guaranty or any Operative Document; nor will they claim, take
or insist upon any benefit or advantage  of any present or future law  providing
for the evaluation or appraisal of any security for their obligations  hereunder
or of the Obligations  under the Operative  Documents prior to any sale or sales
thereof  which may be made under of by virtue of any  instrument  governing  the
same; nor will they, after any such sale or sales,  claim or exercise any right,
under any applicable law, to redeem any portion of such security so sold.

         10. Severability; Enforceability. If any one or more provisions of this
Guaranty  should be  invalid,  illegal  or  unenforceable  in any  respect,  the
validity,  legality and  enforceability  of the remaining  provisions  contained
herein shall not in any way be affected, impaired, or prejudiced thereby. If any
portion  of the  obligations  of the  Guarantors  under this  Guaranty  shall be
determined by a court of competent jurisdiction to be invalid,  unenforceable or
avoidable,  the  remaining  portion of the  Guarantors'  obligations  under this
Guaranty shall not in any way be affected,  impaired,  or prejudiced thereby and
shall remain valid and enforceable to the fullest extent permitted by applicable
law. If all or any portion of either Guarantor's obligations under this Guaranty
would  otherwise  be  determined  by a court  of  competent  jurisdiction  to be
invalid,  unenforceable or avoidable under Section 548 of the federal Bankruptcy
Code  or  under  a   similar   applicable   law  of  any   jurisdiction,   then,
notwithstanding  any other  provisions  of the  Guaranty  to the  contrary,  the
obligation of such  Guarantor or portion  thereof  under this Guaranty  shall be
limited to the greatest of (i) the value of any quantifiable  economic  benefits
accruing to such Guarantor as a result of this Guaranty, (ii) an amount equal to
95% of the excess on the date the  relevant  liabilities  were  incurred  of the
present fair saleable  value of such  Guarantor's  assets over the amount of all
the  Guarantor's  liabilities,  contingent or  otherwise,  and (iii) the maximum
amount for which this Guaranty is determined to be enforceable.

         11. Amendments, Etc. This Guaranty may be amended from time to time and
any provision  hereof may be waived by the parties hereto.  No such amendment or
waiver of any  provision of this  Guaranty  nor consent to any  departure by the
Guarantors therefrom shall in any event be effective unless the same shall be in
writing  and  signed by NBD,  Indiana,  NBD  Michigan,  and FNBC,  and then such
amendment,  waiver or consent shall be effective  only in the specific  instance
and for the specific purpose for which given.

         12. Notices. All notices and other communications hereunder shall be in
writing  and  shall  be  delivered  or  sent  to  the   Guarantors   at  Autocon
Technologies,  Inc.,  38455 Hills Tech Drive,  Farmington  Hills, MI 48331-5751,
Attention: Chief Financial Officer, and at IMS Technology,  Inc. at 11350 Random
Hills Road, Suite 800, Fairfax, VA 22030 and to the Company and NBD Indiana, NBD
Michigan,  and FNBC at the  respective  addresses  for  notices set forth in the
Operative Documents, or to such other address as may be designated by any of the
above  parties by notice to the other  parties  hereto.  All  notices  and other
communications shall be deemed to have been given at the time of actual delivery
thereof to such  address,  or if sent by certified or registered  mail,  postage
prepaid, to such address, on the third day after the date of mailing,  provided,
however,  that  notices  to NBD  Indiana,  NBD  Michigan,  or FNBC  shall not be
effective until received.

         13.  Conduct No Waiver;  Remedies  Cumulative.  The  obligations of the
Guarantors  under this Guaranty are continuing  obligations and a fresh cause of
action shall arise in respect of each event of default  hereunder.  No course of
dealing on the part of NBD Indiana,  NBD Michigan,  and FNBC or any of them, nor
any delay or failure on the part of NBD Indiana,  NBD Michigan,  and FNBC or any
of them, in exercising any right, power or privilege  hereunder shall operate as
a waiver of such right,  power or privilege or otherwise  prejudice their rights
and  remedies  hereunder;  nor shall  any  single or  partial  exercise  thereof
preclude any further exercise thereof or the exercise of any other right,  power
or privilege.  No right or remedy conferred upon or reserved to NBD Indiana, NBD
Michigan,  and FNBC under this Guaranty is intended to be exclusive of any other
right or remedy,  and every right and remedy shall be cumulative and in addition
to every other right or remedy  given  hereunder  or now or  hereafter  existing
under any  applicable  law.  Every right and remedy given by this Guaranty or by
applicable law to NBD Indiana, NBD Michigan, and FNBC may be exercised from time
to time and as often as may be deemed  expedient by NBD Indiana,  NBD  Michigan,
and FNBC or any of them.

         14.  Reliance  on  and  Survival  of  Various  Provisions.  All  terms,
covenants,  agreements,  representations  and warranties of the Guarantors  made
herein or in any certificate or other document  delivered  pursuant hereto shall
be deemed  to be  material  and to have been  relied  upon by NBD  Indiana,  NBD
Michigan,  and FNBC,  notwithstanding any investigation  heretofore or hereafter
made by NBD Indiana, NBD Michigan, and FNBC, or any of them or on their behalf.

         15. Successors and Assigns. The rights and remedies of NBD Indiana, NBD
Michigan,  and FNBC hereunder  shall inure to the benefit of, and the duties and
obligations of the Guarantors  hereunder shall be binding upon, their respective
successors and assigns, provided that the Guarantors may not assign their duties
and obligations hereunder without the consent of NBD Indiana, NBD Michigan,  and
FNBC.

         16.  Governing  Law. This  Guaranty is a contract  made under,  and the
rights and  obligations  of the  parties  hereunder,  shall be  governed  by and
construed in  accordance  with,  the laws of the State of Indiana  applicable to
contracts to be made and to be performed entirely with such State.

         17. Definitions;  Headings. Terms used but not defined herein and which
are  defined  in the  Operative  Documents  shall have the  respective  meanings
ascribed  thereto  in the  Operative  Documents.  The  headings  of the  various
subdivisions  hereof are for  convenience  of reference only and shall in no way
modify any of its terms or provisions hereof.

         18.  Construction  of Certain  Provisions.  All  computations  required
hereunder  and all  financial  terms used herein  shall be made or  construed in
accordance with generally accepted accounting  principles unless such principles
are  inconsistent  with  the  express  requirements  of  this  Guaranty.  If any
provision of this  Guaranty  refers to any action to be taken by any person,  or
which such person is prohibited from taking,  such provision shall be applicable
whether such action is taken  directly or indirectly by such person,  whether or
not expressly specified in such provision.

         19.  Waiver of Jury Trial.  NBD Indiana,  NBD Michigan,  FNBC,  and the
Guarantors,  after  consulting  or having had the  opportunity  to consult  with
counsel, knowingly,  voluntarily,  and intentionally waive any right any of them
may have to a trial by jury in any litigation  based upon or arising out of this
Guaranty or any  related  instrument  or  agreement  or any of the  transactions
contemplated  by this  Guaranty  or any course of conduct,  dealing,  statements
(whether oral or written) or actions of either of them. Neither NBD Indiana, NBD
Michigan,  and FNBC on the one hand, nor the Guarantors on the other hand, shall
seek to consolidate,  by  counterclaim or otherwise,  any such action in which a
jury trial has been waived with any other action in which a jury trial cannot be
or has not been  waived.  These  provisions  shall  not be  deemed  to have been
modified in any respect or relinquished by either NBD Indiana, NBD Michigan, and
FNBC on the one hand, or the  Guarantors on the other hand,  except by a written
instrument executed by all of them.

         IN WITNESS WHEREOF, the Guarantors have caused this Guaranty to be duly
executed and delivered as of the day and year first above written.

                                                     AUTOCON TECHNOLOGIES, INC.


                                                     By:      /s/ Roger J. Wolf
                                                          Its:        Treasurer



                                                     IMS TECHNOLOGY, INC.


                                              By:      /s/ Roger J. Wolf
                                            Its:              Vice President