EXHIBIT 10.20.23



         Third Amendment to Intercreditor, Agency and Sharing Agreement
                               dated July 31, 1995
                among the Registrant, NBD Bank, Principal Mutual
                  Life Insurance Company and NBD Bank as Agent

































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                        THIRD AMENDMENT TO INTERCREDITOR
                          AGENCY AND SHARING AGREEMENT


     THIS AMENDMENT,  dated as of July 31, 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").


                                    RECITALS

     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 Third  Amendment to Credit
Agreement  between  the Company and NBD,  and a Third  Amendment  to Amended and
Restated Note Agreement  between Hurco and PML (such amending  documents 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 set
forth herein.

                                   AGREEMENT

     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:

          (A) The definition of "Automatic  Termination Date" is amended to read
          as follows:

                  "AUTOMATIC TERMINATION DATE' means November 1, 1996."

     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. AMENDMENT FEE. The Company shall pay to the Agent for the benefit of the
Lenders an Amendment fee of $25,000  concurrently with executing this Amendment.
The  amendment  fee will be paid by the Agent to each Lender within one Business
Day of being received in the proportion of 72.1% to NBD, and 27.9% to PML.







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     4.  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.

     5.  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.  

     6.  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 of counsel to PML, in connection with preparing and reviewing this Amendment
and any related agreements and documents.

     7.  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
                                                -----------------------
                                                Its:  Senior Vice President and
                                                        Chief Financial Officer


NBD BANK                                        PRINCIPAL MUTUAL LIFE
                                                   INSURANCE COMPANY

By:      /s/ Bruce Thomson                      By:   /s/ Donald D. Brattebo
---------------------------                      ----------------------------
         Its:  Vice President                   Its:  Second Vice President
                                                        Securities Investment

                                                And by: /s/ Nora Everett
                                                Its:   Counsel