Transfer Agreement

 Exhibit 10.16

           Employment Agreement between the Registrant and Richard Blake
                             Dated January 1, 1998

                                    Transfer Agreement

The Transfer  Agreement  is effective as of the 1st day of January,  1998 and is
between Hurco Companies, Inc. ("Employer") and Richard Blake ("Employee").


 A.  Employer is an Indiana corporation engaged in the business of manufacturing
     and selling industrial machine tool products.
 B.  Hurco Europe LTD. ("HEL") is a wholly-owned subsidiary of Employer which is
     engaged in the  business  of  marketing  Employer's  products in the United
     Kingdom, continental Europe and certain other international markets.
 C.  Employer  desires  to  transfer  Employee  to Hurco  Companies,  Inc.,  and
     Employee desires to accept such transfer with Employer,  upon the terms and
     conditions contained in this Agreement.

Now, therefore, Employer and Employee agree as follows:

 1.  Employment. Employer hereby transfers Employee to render services on behalf
     of Hurco Companies,  Inc. Employee will, however, for all purposes,  remain
     an  Employee  of  Hurco  Europe,  LTD  with the  same  general  rights  and
     obligations  of  HEL,  except  as  specifically  set  forth  herein  to the

         Employee's position shall be President,  Machine Tool Products Division
of Hurco Companies, Inc.

         Employee may also perform other such services related thereto as may be
         designated from time to time by Employer.

         During the term of this Agreement, Employee will be a resident in the
         United States.  As a part of his regular duties, Employee may be 
         required from time to time to  attend  business  and  educational  
         meetings  and activities, including return visits to the United 
         Kingdom, for training and other business purposes.

         Employee  shall expend his entire time and best efforts  performing his
duties under this agreement.

 2.  Term.  This agreement shall, except as hereinafter provided, be for a term
     of thirty six (36) months,  beginning on the  effective  date hereof.  
     It is intended that  Employee  will have an option to return to the United
     Kingdom at the end of this term to resume employment with Hurco Europe,  
     LTD. In the event the Employee does not do so at the end of the thirty six
     (36) month period, then this Agreement  shall continue from  month-to-month
     thereafter  until terminated as provided in Section 7.

      If the employee  exercises  the option to return after the thirty six (36)
      months,   the  Employer  does  not  guarantee  a  lateral  or  promotional
      opportunity for employment.  If no opportunity for employment  exists, the
      Employer will pay Employee  severance pay equal to twelve (12) months base

     It is mutually  understood that the Employer may exercise an option to have
     the Employee  return to the United  Kingdom at any time due to the business
     needs of the  Company  under the terms and  conditions  of this  contract .
     Notice of such  action  will be given as much in  advance  as is  feasible,
     dependent upon the existing circumstances that time.

 3.  Compensation.  As his entire  compensation for all services rendered during
     the term of this  Agreement,  Employee  shall have and receive,  subject to
     withholding  and other  applicable  United  States and  foreign  employment
     taxes,  a base income of $125,000  per year during the initial term of this
     Agreement, and thereafter in an amount to be determined.

         Employer  will pay  Employee a foreign  assignment  premium  during the
         transfer period of $10,000 per year payable biweekly in salary payroll.

         Employee  shall  also be  entitled  to all other  regular  compensation
         elements as may be provided  from time to time in the Company  policies
         as prepared and issued by the Employer.

         Employer will provide a monthly housing allowance of $1500.00. Employer
         agrees to pay the customary deposits necessary to obtain a residence in
         the U.S.

 4.  Employee  Benefits.  Employee  shall be permitted to  participate in and be
     provided for all employee  benefits which may be provided from time to time
     by Employer  at its  expense  including  disability  insurance,  group life
     insurance,  401(k) plan,  profit sharing plan,  split dollar life insurance
     plan,  health insurance and deferred  compensation  plan and other benefits
     which Employer may from time to time adopt.

 5.   Holidays and Vacations.  Employee will follow the Hurco Companies, Inc. 
     holiday schedule and will be eligible for vacation days as if Employee were
     a Hurco Companies,  Inc.  employee.  All vacation days shall be taken in 
     the manner most  convenient to the business of Employer and Hurco Europe, 
     LTD.  Plans for  vacation  should be  submitted  to Employer  in advance 
     for  approval.Unused days of vacation may not be carried over to future 

 6. Death or Disability During Employment. If Employee dies or becomes totally
     and permanently disabled during the term of his employment,  Employer shall
     pay to the estate of the  Employee  the salary  which  would  otherwise  be
     payable to Employee if he had performed services until the end of the month
     in which  his  death/disability  occurs.  Employer  shall  have no  further
     financial  obligations to Employee or to his estate, except for the regular
     employee benefits provided by the Employer.

 7.   Termination.  This Agreement may be terminated by either Employer or 
     Employee upon the  giving of one (1)  month's  notice to the other.  This 
     Agreement shall terminate automatically, without notice, upon the death or
     disability of Employee; upon either party engaging in any activity which 
     constitutes a serious crime, or by mutual agreement. If this agreement is 
     terminated as a result of the Company engaging in any activity which  
     constitutes a serious crime,  or the  Employee is  terminated  by mutual  
     agreement,  or upon the Employee's  death  or  disability,  Employer  will
     pay for the  return  of Employee and immediate  family to the United  
     Kingdom  including  coach air fare and air freight  for 1,000  pounds of 
     baggage.  If this  agreement  is terminated  as a result of the Employee  
     being  terminated  for cause other than gross misconduct, Employer will 
     pay to Employee severance pay equal to twelve months base salary at the 
     then current base salary rate. If Employee voluntarily resigns employment,
     Employer will pay Employee through the last date of active employment.

 8.   Other.

          A.  Vehicle.   Employer  will  provide  an  automobile  and  reimburse
              reasonable  expenses  incurred  in  connection  with the  business
              operation thereof. Fuel for personal mileage is not included. Size
              and model will be of the kind  customarily  provided to persons of
              comparable position in the United States.

          B.  Family Moving Expenses.  Employer will pay all reasonable expenses
              incurred by Employee and Employee's family in connection with such
              moves  to and  from  the  United  States  in  accordance  with the
              Company's  standard   "Relocation  and  Move  Policy  for  Current
              Employees"   including  all  packing,   moving  and  unpacking  of
              household  furnishings,  all reasonable  travel,  meal and lodging
              expenses incurred by Employee and his family during such move; and
              any other reasonable costs or expenses incurred in connection with
              such move including insurance on personal  possessions during such

          C.  Transfer  Allowance.  It is  recognized  that there are many other
              expenses  connection  with an  international  move  which  are not
              covered by normal moving  expense  reimbursements.  These expenses
              include  replacement  of  personal  electrical  appliances,   home
              cleaning  expenses,  etc. To reimburse  the employee for these and
              similar expenses a transfer allowance of $3,000,  less appropriate
              taxes,  will be paid both upon move to and return  from the United

          D.   Trips  Home.  Once  annually  at a  time  of  Employee's  choice,
               Employer  will pay coach fare for air  flights for  Employee  and
               members of his immediate  family for a personal visit home to the
               United Kingdom and return to the United States.
          E.   Tax  Consultant.   Compensation   will  be  taxable  during  this
               assignment.  Employer  will make  available a tax  consultant  to
               assist  with tax  report  preparation.  If actual  taxes  owed by
               Employee on compensation during the term of this Agreement exceed
               taxes that would have been owed if  Employee  was  working in the
               United  Kingdom,   Employer  will  reimburse   employee  for  the
               difference as evidenced by a qualified tax consultant.

          D.   Confidentiality.  Employee recognizes and acknowledges that the 
              information concerning  the  Employer's  customers  and  suppliers
              as they may exist from time to time and Employer's technical and 
              manufacturing processes are unique assets of the  Employer.  
              Employee  agrees to keep confidential and will not disclose, 
              during or after the term of this  assignment,  such information 
              or processes to any person, firm, corporation or partnership.

9.  Miscellaneous.  The terms and conditions of the Employer's policies, as 
    from time to time are in  effect,  are  incorporated  herein  and shall be
    a part of this agreement.  Except as stated in the  immediately  preceding 
    sentence,  this Agreement  contains the entire  Agreement  between Employer
    and Employee and supersedes all prior agreements between them, whether oral
    or written.
    The affairs of Employer  and Hurco  Europe,  LTD.,  and the contents of this
    agreement are confidential and are not to be disclosed or discussed with any
    unauthorized  person  irrespective  of whether such person is an Employee of
    Employer or Hurco Europe LTD.

    This Agreement and the obligations hereunder shall be interpreted, construed
    and enforced in accordance with the laws of the State of Indiana.

    No waiver or any breach of this Agreement  shall be deemed or construed as a
    waiver of any other breach.

    More than one copy of this  Agreement  may be  executed  each of which shall
    constitute an executed  original.  Any amendment of this Agreement  shall be
    effective only if in writing and signed by both Employer and Employee.

    If any provision of this  Agreement  shall be held invalid under  applicable
    law,  such  provision  shall  be  ineffective  only  to the  extent  of such
    invalidity,   without  invalidity  to  the  remaining   provisions  of  this

 10. Notices.  Any notices or other communications required or permitted
     to be given under  the  provisions  of this  Agreement  shall be in 
     writing.  All such notices or  communications  shall be deemed to have 
     been properly  given or served by hand  delivery or by  depositing  same 
     in the United  States mail addressed to the  appropriate  party,  postage 
     prepaid and  registered  or certified with return receipt requested at the
     following address:

                  To:      Hurco Companies, Inc.
                           One Technology Way
                           Indianapolis, IN  46268
                           Attention:  Brian D. McLaughlin

                  To:      Richard Blake
                           One Technology Way
                           Indianapolis, IN  46268

     Either  party has the right to change the above  address  by giving  thirty
     (30) days notice thereof to the other party.


     Acceptance of this Agreement  should be indicated  where provided below and
     this letter returned to Brian D. McLaughlin, Chief Executive Officer.

                                            HURCO COMPANIES, INC.

                                            By:    /s/ Brian D. McLaughlin
                                                   Brian D. McLaughlin
                                                   Chief Executive Officer

    The  undersigned  hereby  accepts  the  foregoing   Agreement  made  by  the
    undersigned and Hurco  Companies,  Inc. this 1st day of December,  1997, but
    effective as therein set forth in this Agreement.

                                            By:  /s/ Richard Blake
                                                    Richard Blake 

Basic Info X:

Name: Transfer Agreement
Type: Transfer Agreement
Date: March 16, 1998
State: Indiana

Other info:


  • January 1 , 1998
  • January , 1998
  • 1st day of December , 1997


  • Hurco Europe LTD.
  • Machine Tool Products Division of Hurco Companies
  • Disability During Employment
  • C. Transfer Allowance
  • Hurco Companies , Inc.


  • U.S.
  • United Kingdom
  • Hurco Europe
  • United States
  • Indianapolis


  • $ 125,000
  • $ 10,000
  • $ 1500.00
  • $ 3,000


  • Brian D. McLaughlin Brian D. McLaughlin
  • Richard Blake Richard Blake