EXHIBIT 10.20.20



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

































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                       SECOND AMENDMENT TO INTERCREDITOR,
                          AGENCY AND SHARING AGREEMENT


THIS  AMENDMENT,  dated  as of May 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").

                                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 Second Amendment to Credit
Agreement  between the Company and NBD, a Third  Amended and  Restated  NBD Term
Note executed by Hurco in favor of NBD, and an 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 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) The  definitions of "Automatic  Termination  Date",  "Interim  Exposure
Percentage", and "Outstanding Facilities", and Subsection (a) of "Final Exposure
Percentage", each in Section 4.1, are amended to read as follows:
               
               "'AUTOMATIC TERMINATION DATE' means May 1, 1996."

               "'FINAL  EXPOSURE   PERCENTAGE'   means,  for  each  Lender,  the
               percentage obtained as follows:

                    (a) a preliminary  exposure  percentage  shall be calculated
               for  each  Lender  by  dividing  that  Lender's  portion  of  the
               principal  amount of the Credit  Obligations  outstanding  on the
               Termination  Date by the total  principal  amount  of the  Credit
               Obligations  outstanding on the Termination Date. For purposes of
               the  above  calculation,  there  shall  be  subtracted  from  the
               principal  amount of the Credit  Obligations:  

                         (i) in the  case of PML,  any  payments  applied  by it
                    pursuant to Section 3.1 on make-whole premiums;

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                         (ii) in the case of NBD,  any amounts held by it in the
                    NBD Cash Collateral  Account in respect of Letters of Credit
                    (as defined in the New Facility), and the face amount of any
                    outstanding Authorization Letters of Credit;

                         (iii)  in the  case of NBD,  amounts  that  exceed  the
                    maximum  limitations  contained in Section 2.1(b) of the New
                    Facility,   PROVIDED,  HOWEVER,  that  the  full  amount  of
                    Advances that were within the Borrowing Base when made shall
                    be included in the calculation, irrespective of a subsequent
                    decline in the Borrowing Base; and

                         (iv) in the case of NBD, amounts loaned by it following
                    receipt  of  written  notice  from the  other  Lender or the
                    Company of, or otherwise becoming aware of, the existence of
                    an Event of  Default,  except for  Advances  made during any
                    period following such receipt for which the other Lender has
                    delivered to NBD its waiver of this  requirement  that those
                    Advances be subtracted in  calculating  NBD's Final Exposure
                    Percentage  (the  Lender may  withdraw  its waiver as to any
                    Advances not yet made by  delivering  written  notice of its
                    withdrawal to NBD)."

               "'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 and the Authorization  Letters of Credit,  plus the lesser of
               (i) the  aggregate  amount of the  Borrowing  Base as of the last
               Borrowing Base Certificate, and (ii) 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."

               "'OUTSTANDING FACILITIES' means, collectively,  the New Facility,
               the New Facility Note, the Authorization  Letters of Credit,  the
               Authorization Note, the NBD Term Loan Agreement as amended by the
               New  Facility,  the  Amended  Term  Note,  the  Amended  European
               Facility,  the  Reimbursement  Agreement,  the IRB L/C, the Hurco
               Guaranty, the Amended PML Note Agreement,  the Amended PML Notes,
               and the Autocon Guaranties."

     (B) The  following  definitions  of  "Authorization  Letters of Credit" and
"Cash  Collateral  Account"  added to Section  4.1 in  appropriate  alphabetical
order, to read as follows:

               "'AUTHORIZATION   LETTERS  OF  CREDIT'  means  the  Authorization
               Letters  of  Credit  as  defined  in  the  Credit  Agreement  and
               Amendment  to Term Loan  Agreement  dated as of March  24,  1994,
               between NBD and the Company,  as amended,  which may be issued by
               NBD in a face amount not to exceed  $2,000,000,  which amount may
               not be increased without the prior written consent of PML."


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               "'CASH  COLLATERAL  ACCOUNT'  means the Cash  Collateral  Account
               referred to in Section 3.4(b)."

     (C) Section 3.2 is amended by  redesignating  subsections (b), (c), and (d)
thereof  as  subsections  (c),  (d),  and  (e),  respectively,  and  adding  new
subsection (b), 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 an expiry  date beyond  January 31,
               1996, or whose expiry date is extended  beyond  January 31, 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)."
                  
     (D) Section  3.3(b) is amended to add the phrase  "other than under Section
3.2(b)" to the second  sentence,  after the  phrase  "deposited  in the NBD Cash
Collateral  Account",  and by adding  the  following  sentence  after the second
sentence:
               "To the  extent  that an  Authorization  Letter  of  Credit  then
               outstanding  shall  not have been  drawn  upon at the date of its
               expiry, the amount not drawn upon which has been deposited in the
               NBD Cash Collateral Account under Section 3.2(b) shall be paid to
               the Agent for application  under this Section 3.3(b) or otherwise
               shared in accordance  with the Final Exposure  Percentages of the
               Lenders."

     (E) Section  3.4(b) is amended by deleting the phrase "in  accordance  with
their  respective  Final Exposure  Percentages"  and  substituting  therefor the
phrase "in accordance with Section 3.2".





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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,
and $25,000 on August 1, 1995.  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.

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 Sidley & Austin,  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
                                               ------------------------
                                               Roger J. Wolf
                                         Its:  Senior Vice President and
                                                 Chief Financial Officer

      NBD BANK                           PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
  By:   /S/ANDREW P. ARTON               By:   /S/JON M. DAVIDSON
      ------------------------                 ------------------------
         Andrew P. Arton                 Its:  Assistant Director-
         Its: Second Vice President             Securities Investment
                                         And by: /S/NORA M. EVERETT
                                                 ------------------------
                                         Its:    Counsel