HURCO COMPANIES INC
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Translation of Letter
Dresdner Bank AG
Promenadeplatz 7
Munich Germany




October 12, 2001

Hurco GmbH
Werkzeugmaschinen CIM-Bausteine
Vertrieb und Service
-Geschaftsleitung-
Herrn Gerhard Kohlbacher
Gewerbestra(beta)e 5a
85652 Landsham/Munchen


Dear Mr. Kohlbacher:


We would like to thank you again for the recent  conversation,  and confirm our
commitment to provide your company with a shorth term operating credit facility
in the amount of:

EUR 3,000,000 -- (Euro three million).

For the time being,  the credit  facility will expire  January 2, 2003. In
October 2002, a review or your credit  requirements  will be
made to determine the possiblility of extending the facility.

An interest rate of 7.16% p.a. will be charged,  until furhter  notice.  An
accumulated interest will be charged each month end to the account
#5 652 996 00. The interest  rate will rise or lower,  appropriately, according
to the terms and  circumstances of the money and capital markets.

If the  formentioned  credit line is used on a Euro-basis,  presupposing the
availability of funds. The interest rate to be charged has been negotiated
seperately and is 1.75% p.a. above the respective EURO LIBOR rate.

In addition, we negotiated that during the duration of this loan or as long as
you are assuming other obligations with us,
-        The net funds of your company,  consisting of share capital,  reserves,
         net income shown in the balance sheet are not allowed
         to fall below the amount of 4,500,000,-- EUR. as well as
-        In total,  the group (ICO) AR are not allowed to exceed the total group
         (ICO)  payables,  as long as our credit  resources are used and you
         are informing us about essential changes about this subject in time.

As  security  for this  credit facility  we reserve the right of lien and a list
of collateral securites as being agreed to in our Standard Terms and Conditions.

In the case of a higher  risk  assessment,  we have the  ability  to ask for
increased  securities  or for  provisions  of  additional securities.
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In view of the terms of the German Banking Llaw (ss.18), we ask that you keep us
informed  about the economic  situation of your company and provide us with the
annual reports and with the consolidated financial statements of your company
and group as soon as the reports are available no later than 9 months after the
end of the business year.

In addition, our Standard Terms and Conditions are valid, which can be read in
our offices and will be sent to you upon request.

We are happy to be able to assist you with a line of  credit.  As an  agreement
to the terms and  conditions  of this  letter,  please return a signed copy of
this letter, legally binding with the company seal.

Our letter of comittment as of October, 25th, 2001 is therefore invalid.

Please be sure of my best wishes.

Regards,

Dresdner Bank AG in Munich

/s/ Goldl                                            /s/ Steinacker
Goldl                                                Steinacker




Approving  above agreement fully.
Landsham, January 8, 2002

Hurco GmbH Werkeugmaschineen CIM-Bausteine Vertrieb und Service

/s/ G. Kohlbacher
Gerhard Kohlbacher




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