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                                              Exhibit 10.49




                                   NON-QUALIFIED STOCK OPTION AGREEMENT
                               between the Registrant and Richard T. Niner
                                          Effective July 8, 1996



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===============================================================================
                                          HURCO COMPANIES, INC.
===============================================================================

                                   NON-QUALIFIED STOCK OPTION AGREEMENT


                  THIS AGREEMENT is made and entered into as of July 8, 1996, by
and between Hurco  Companies,  Inc.,  an Indiana  corporation  ("Company"),  and
Richard T. Niner ("Director").

                                                RECITALS:

A.  Director is a member of the Board of  Directors  of the Company and is in a
position to contribute significantly to the Company's long-term growth and
strategic goals.

                  B. As an added  incentive  to  advance  the  interests  of the
Company and in recognition of the service and leadership of Director,  the Board
of Directors of the Company  granted to Director on July 8, 1996,  non-qualified
stock options to purchase  shares of the Common Stock of the Company.  The stock
options granted hereby are separate and distinct from the 1990 stock Option Plan
of the Company.

                  In consideration of the premises,  the parties hereto agree as
follows:

                  1. Grant of Options. The Company hereby grants to Director the
right,  privilege,  and option to purchase  10,000 shares of its Common Stock at
the  purchase  price of $5.125  per  share,  in the  manner  and  subject to the
conditions hereinafter provided.

                  2. Time of  Exercise  of  Options.  The  Options  may be 
exercised  in whole or in part from time to time during the period from July 8,
1997 through July 8, 2002.

                  3. Method of  Exercise.  The  Options  shall be  exercised  by
written  notice  directed to the Company in the form attached  hereto as Exhibit
"A",  accompanied  by a check  in  full  payment  of the  option  price  for the
specified number of shares purchased.  The Company shall make prompt delivery of
the  certificate or  certificates  for such shares,  provided that if any law or
regulation  requires  the Company to take any action with  respect to the shares
specified in such notice before the issuance thereof,  then the date of delivery
of such shares shall be extended for the period necessary to take such action.

4.  Termination  of  Options.  Except as herein  otherwise  stated,  the 
Options to the extent not  previously  exercised or expired,  shall  terminate 
and expire upon the first to occur of the following dates:



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(a)The expiration of six (6) months after the date on which Director's  service
a member of the Board of Directors of the Company ceases;

(b)The  expiration  of twelve (12) months after the date
                           on which Director's  service as a member of the Board
                           of Directors  ceases by reason of his  permanent  and
                           total disability or death; or

 (c) July 8, 2002.


                  5. Reclassification,  Consolidation,  or Merger. If and to the
extent that the number of issued shares of the Common Stock of the Company shall
be  increased  or reduced by change in par  value,  split up,  reclassification,
distribution  of a stock  dividend  of 5% or more,  or the like,  the  number of
shares   subject  to  options   and  the  option   price  per  share   shall  be
proportionately adjusted.

                  If  the   Company  is  the   surviving   corporation   in  any
reorganization, consolidation or merger with another corporation, Director shall
be  entitled  to  receive   options   covering   shares  of  such   reorganized,
consolidated,  or merged company in the same proportion, at an equivalent price,
and subject to the same conditions,  provided,  however, that the new options or
assumption  of the old options shall not give the Director  additional  benefits
which he did not have under the old options, or deprive him of benefits which he
had under the old options.

                  6.  Rights  Prior to  Exercise  of  Options.  The  Options are
non-transferable  by  Director  and  are  exercisable  only  by him  during  his
lifetime,  except that in the case of his judicially  declared  incompetence  or
disability  the Options may be  exercised by the legally  appointed  guardian or
conservator of his estate. In the case of the Director's death while any part of
the Options are outstanding, the Options may be exercised by the executor of his
will or administrator of his estate or, if the  administration of his estate has
been closed, by his heirs or legatees entitled thereto. Neither the Director nor
any person  claiming under or through him shall have any rights as a shareholder
of the Company  with  respect to any of the option  shares until full payment of
the option price and delivery to him of  certificates  for such shares as herein
provided.

                  7.  Restrictions  on  Disposition.   All  shares  acquired  by
Director pursuant to this Non-Qualified  Stock Option Agreement shall be subject
to the following  restrictions:  The shares will be  "restricted  securities" as
defined in Rule 144 under the  Securities  Act of 1933  ("Act") and must be held
indefinitely unless  subsequently  registered under the Act or an exemption from
such  registration  is  available.  The Company is not obligated to register the
shares  under the Act. The shares  acquired  pursuant to exercise of the Options
shall be acquired for  Director's  own account for  investment for an indefinite
period  and not  with a view  to the  sale or  distribution  of any  part or all
thereof,  by public or private sale or other  disposition.  Notwithstanding  the
foregoing,  the Company may refuse to transfer  the shares  until it receives an
opinion  of  counsel  for  the  Company  that  such   transfer  is  exempt  from
registration under the Act or qualification under any other securities law.

                  8. Payment of Taxes on Exercise of Options. Whenever shares of
Common Stock are to be issued to Director in connection with the exercise of the
Options, the Company shall have the right to require him to remit to the Company
an amount  sufficient  to satisfy  federal,  state,  and local  withholding  tax
requirements  prior to the delivery of any certificate or certificates  for such
shares. In the alternative, the Company may elect to withhold from the shares to
be issued that number of shares  (based on the market value of the stock at that
time) which would satisfy the tax withholding amount due.

9.  Binding  Effect.  This  Non-Qualified  Stock  Option  Agreement  shall  
inure to the benefit of and be binding upon the parties hereto and their
respective heirs,  executors,  administrators, successors and assigns.

                  IN WITNESS  WHEREOF,  the parties  hereby have  executed  this
Non-Qualified  Stock Option  Agreement to be effective on the day and year first
above written.

                                                          HURCO COMPANIES, INC.


                                                     By:/s/ Brian D. McLaughlin
                                                            Brian D. McLaughlin
                                                               President
                                                        Chief Executive Officer
                                                               "Company"

                                                        By:/s/ Richard T. Niner
                                                          Richard T. Niner
                                                             "Director"



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                                               EXHIBIT "A"



------------------------
        (date)



Hurco Companies, Inc.
Attn: Corporate Investor Relations
One Technology Way
P.O. Box 68180
Indianapolis, Indiana 46268


         Under the provisions of the  Non-Qualified  Stock Option  Agreement for
shares of Stock of Hurco Companies,  Inc., granted to me on ________________,  I
give notice of my election to purchase _______ shares covered by that Agreement.

         Delivered herewith is my check in the amount of $___________ in payment
of the option price.

         My exact name,  my Social  Security  Number and address as I wish it to
appear on the stock certificate, or certificates, is as follows:

         Name:    _____________________________________
         Address: _____________________________________
                           -------------------------------------
         Social Security Number:    ______________________

         I hereby  represent  and agree  that all of the  shares of Stock  being
purchased by me hereunder are being  acquired for investment and not with a view
to the sale or  distribution  thereof and that I understand  that such shares of
Stock have not been registered under the Securities Act of 1933, as amended,  or
the  Indiana  Securities  Law,  as  amended,  and may not be sold,  transferred,
pledged,  hypothecated,  alienated or otherwise  assigned or disposed of without
either registration under such laws or an exemption provided by such laws or the
rules promulgated thereunder, and the Company shall have received a satisfactory
opinion of counsel to that effect.

Very truly yours,


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      (signature)