8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 28, 2003

NUMEREX CORP

(Exact name of issuer as specified in charter)

Pennsylvania
(State or other jurisdiction
of incorporation) 0-22920
(Commission
File Number) 11-2948749
(I.R.S. Employer
Identification No.)

1600 Parkwood Circle, Suite 200
Atlanta, Georgia
(Address of Principle Executive Offices)
30339
(Zip Code)

Registrant’s telephone number, including area code (770) 693-5950

TABLE OF CONTENTS

	Item 5.  Other Events
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
SIGNATURES
Exhibit Index
EX-99.1 STOCK PURCHASE AGREEMENT DATED 3/28/03
EX-99.2 SECURED PROMISSORY NOTE DATED 3/28/03
EX-99.3 SECURITY AGREEMENT DATED 3/28/03
EX-99.4 LINE OF CREDIT AGREEMENT DATED 3/28/03
EX-99.5 SECURITY AND PLEDGE AGMT DATED 3/28/03
EX-99.6 TERM PROMISSORY NOTE DATED 3/28/03
EX-99.7 GUARANTEE DATED 3/28/03
EX-99.8 PRESS RELEASE ISSUED 3/31/03

Item 5.  Other Events

     On March 28, 2003, Numerex Corp (“the Company”) and BellSouth Personal Communications, LLC (the successor in interest to BellSouth Wireless, Inc.), a wholly-owned subsidiary of Cingular Wireless, LLC (“Cingular”) entered into an agreement pursuant to which the Company purchased Cingular’s approximately 40% interest in Cellemetry LLC (“Cellemetry”), a joint venture between the Company and Cingular. As part of this transaction the Company also acquired from Cingular 625,000 shares of Numerex common stock, representing all of the shares of common stock acquired by Cingular upon conversion of the Company’s Series A Preferred Stock. As part of the transaction Cingular relinquished all board and officer positions held in Cellemetry.

     In consideration for Cingular’s 40% interest in Cellemetry and shares of Numerex common stock, the Company signed a Secured Promissory Note (the “Note”) in the principal amount of five million dollars ($5,000,000). The Note bears interest at the rate of 8.00% per annum and is secured by a first priority lien on all of the assets and the stock or membership interests of the Company and its subsidiaries with the exception of Digilog, Inc. The Note is payable in installments as follows:

Payment Due Date	Installment
December 15, 2003	$1,500,000 plus accrued interest
March 31, 2004	$2,000,000 plus accrued interest
December 15, 2004	$1,500,000 plus accrued interest

     The Company may prepay the Note in minimum increments of $100,000 without premium or penalty. Under the terms of the Note, the Company is required to prepay the Note from the proceeds from asset sales, if any, in excess of $1,500,000.

     Both the Company and Cingular maintain licensing rights to make use of Cellemetry technology and intellectual property as set forth in the Stock Purchase Agreement.

     This summary of the Company’s purchase of Cingular’s interest in Cellemetry is qualified in its entirety by reference to the terms of the Stock Purchase Agreement, Security Agreement and Secured Promissory Note filed herewith as exhibits.

     On March 28, 2003, Digilog Inc. (“Digilog”), a subsidiary of the Company, obtained a $1,000,000 Line of Credit Agreement from Alethea Limited Partnership, a limited partnership affiliated with Stratton J. Nicolaides, Chairman and Chief Executive Officer of the Company and members of his family. The Line of Credit will be available to the Company through Digilog for up to one-year. There are no restrictions on use of the Line of credit. Draws must be in minimum increments of $100,000 and bear interest at 10% per annum. The Line of Credit is secured by a first priority continuing security interest in all of Digilog’s assets and the

Company’s Digilog stock, in favor of Alethea Limited Partnership. The Company also has guaranteed Digilog’s obligations under the Line of Credit.

     This summary of the Line of Credit is qualified in its entirety by reference to the terms of the Line of Credit Agreement, Security and Pledge Agreement, Promissory Note and Guarantee filed herewith as exhibits.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(c)  Exhibits

     99.1    The Stock Purchase Agreement dated as of March 28, 2003, by and between Numerex Corp., and BellSouth Personal Communications, LLC (the successor in interest to BellSouth Wireless, Inc.), a wholly-owned subsidiary of Cingular Wireless, LLC (“Cingular”).

     99.2    The Secured Promissory Note dated as of March 28, 2003.

     99.3    The Security Agreement dated as of March 28, 2003.

     99.4    The Line of Credit Agreement dated March 28, 2003, by and between Digilog Inc., and Alethea Limited Partnership.

     99.5    The Security and Pledge Agreement dated as of March 28, 2003.

     99.6    The Term Promissory Note dated as of March 28, 2003.

     99.7    The Guarantee dated as of March 28, 2003.

     99.8    Press Release issued March 31, 2003.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NUMEREX CORP.
(Registrant)

/s/ Stratton J. Nicolaides
Chief Executive Officer

Date:  April 11, 2003

Exhibit Index

     99.1    The Stock Purchase Agreement dated as of March 28, 2003, by and between Numerex Corp., and BellSouth Personal Communications, LLC (the successor in interest to BellSouth Wireless, Inc.), a wholly-owned subsidiary of Cingular Wireless, LLC (“Cingular”).

     99.2    The Secured Promissory Note dated as of March 28, 2003.

     99.3    The Security Agreement dated as of March 28, 2003.

     99.4    The Line of Credit Agreement dated March 28 2003, by and between Digilog Inc., and Alethea Limited Partnership.

     99.5    The Security and Pledge Agreement dated as of March 28, 2003.

     99.6    The Term Promissory Note dated as of March 28, 2003.

     99.7    The Guarantee dated as of March 28, 2003.

     99.8    Press Release issued March 31, 2003.

EX-99.1 3 g81962exv99w1.txt EX-99.1 STOCK PURCHASE AGREEMENT DATED 3/28/03 Exhibit 99.1 EXECUTION COPY STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "AGREEMENT") is dated as of March 28, 2003 and is entered into by and between Numerex Corp., a Pennsylvania corporation having offices at 1600 Parkwood Circle, Atlanta, GA 30339 ("NUMEREX") and BellSouth Personal Communications, LLC, a Georgia limited liability company (the successor in interest to BellSouth Wireless, Inc.), a wholly owned subsidiary of Cingular Wireless LLC, having offices at 5565 Glenridge Connector, Suite 2000, Atlanta, GA 30342 ("CINGULAR"). I. W I T N E S S E T H: WHEREAS, Cingular is currently the beneficial and record owner of 625,000 shares of common stock of Numerex ("NUMEREX SHARES"); WHEREAS, Numerex and Cingular are parties to the Operating Agreement of Cellemetry LLC, a Delaware limited liability company ("CELLEMETRY"), dated as of May 15, 1998 (as amended by the First Amendment to Operating Agreement dated as of November 1, 1999, the "OPERATING AGREEMENT"), pursuant to which Numerex and Cingular own, respectively, sixty percent (60%) and forty percent (40%) of the Percentage Interests of Cellemetry; and WHEREAS, Cingular desires to sell to Numerex, and Numerex desires to buy from Cingular, all of the Numerex Shares and all of Cingular's equity interest in Cellemetry on the terms and conditions stated herein. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows. 1. DEFINITIONS. All capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Operating Agreement, with the exception that any and all references to "BellSouth" in the Operating Agreement shall mean and refer to "Cingular". 2. PURCHASE AND SALE. Subject to the terms and conditions of this Agreement, Cingular hereby sells, assigns and transfers to Numerex, and Numerex hereby purchases and acquires from Cingular (a) all of the Numerex Shares, and (b) all of Cingular's Class II Shares in Cellemetry, representing 40% of the Percentage Interests of Cellemetry (together, the "PURCHASED SHARES"). 3. PURCHASE PRICE: AMOUNT AND PAYMENT. A. AMOUNT. In consideration for the sale, assignment and transfer of the Purchased Shares by Cingular to Numerex, Numerex shall pay to Cingular a purchase price in the amount of Five Million Dollars (US$5,000,000) plus interest (the "PURCHASE PRICE"). The Purchase Price shall be paid on the Closing Date (as defined below) by the issuance, execution and delivery by Numerex to Cingular of a secured promissory note in the form and substance of Exhibit A hereto (the "NOTE") together with a security agreement in the form and substance of Exhibit B hereto (the "SECURITY AGREEMENT"), all in accordance with SECTION 5 below. B. THE NOTE. On the Closing Date, Numerex shall issue to Cingular the original copy of the Note. The Note shall be issued in the original principal amount equal to the Purchase Price, and shall accrue interest from the date thereof through and until December 15 2004 (the "MATURITY DATE") at the rate of eight percent (8.00%) per annum. The Note shall rank senior in right of payment to all other secured and unsecured obligations of Numerex. C. THE SECURITY AGREEMENT. Numerex' obligations under the Note shall be secured by a first priority lien on all of the assets and the stock or membership interests of Numerex and its subsidiaries pursuant to the terms of the Security Agreement; except, that Numerex shall not be required to grant any security interest with respect to the stock or assets of its subsidiary, Digilog, Inc., a Pennsylvania corporation. 4. CLOSING. Consummation of the purchase and sale of the Purchased Shares contemplated in this Agreement (the "CLOSING") shall take place immediately after the execution of this Agreement at the office of Cingular, at 10:00 a.m. Atlanta, Georgia time, on March 27, 2003 (the "CLOSING DATE"). All deliveries, payments and other documents relating to the transactions contemplated hereby shall be interdependent and none shall be effective unless and until all are effective (except to the extent that the party entitled to the benefit thereof has waived satisfaction or performance thereof as a condition precedent to the Closing) A. DELIVERIES AT THE CLOSING. At the Closing: i. Cingular shall surrender all of the Purchased Shares by delivery of original stock certificates representing the Purchased Shares, duly endorsed for transfer to Numerex or attaching stock powers or other instruments of transfer relating thereto, executed in blank; ii. In consideration for such surrender and in satisfaction of the Purchase Price, Numerex shall deliver to Cingular the fully executed Note and the fully executed Security Agreement; iii. All representatives of Cingular who serve on Cellemetry's Board, on any committees thereof or as Class II Managers or officers of Cellemetry, shall submit their resignations, with immediate effect; iv. Numerex shall deliver to Cingular a certificate of the Secretary or an Assistant Secretary of Numerex, certifying that attached thereto is a true and complete copy of resolutions adopted by the board of directors of Numerex, authorizing the execution, delivery and performance of the Transaction Documents; and v. The parties shall deliver to each other such other documents, instruments and agreements as could be reasonably requested by the parties. B. AGREEMENTS RELATING TO THE CLOSING; CARRIER AGREEMENT. The parties covenant and agree to undertake all action that may be necessary or desirable to effectuate the transfer of all Cellemetry interests and assets into the name of Cellemetry or Numerex, as applicable. In addition, Numerex hereby acknowledges and agrees that if Numerex is in default under the terms of the Note, then in addition to any and all remedies Cingular may have under the Note, the Security Agreement or otherwise, Cingular shall have the right, exercisable at its sole discretion upon written notice to Numerex, to terminate that certain Carrier Agreement, dated February 9, 1998. C. TERMINATION OF THE OPERATING AGREEMENT. At the Closing, the Operating Agreement shall terminate in its entirety and shall have no further force and effect, and the parties' respective rights and obligations with respect to Cellemetry shall be as specified in this SECTION 4.C. At the Closing, each of Cingular, Numerex and Cellemetry shall be relieved of any obligations of any nature (including but not limited to indemnification obligations) that it had to any other party, arising under the Operating Agreement or otherwise, that accrued or were outstanding prior to the Closing Date or otherwise explicitly survive termination of the Operating Agreement; except that the limited licenses specified in Section 6 below shall survive the execution and delivery of this Agreement and the Closing and shall be maintained indefinitely, as set forth in SECTION 6 below. . D. DELIVERY OF THE PURCHASED SHARES. On the Closing Date, Cingular shall surrender the Purchased Shares to Numerex, free and clear of all Liens (as defined in SECTION 5.B.VII below), by delivering to Numerex all of the certificates representing the Purchased Shares, each of which shall be properly endorsed for transfer or accompanied by appropriate stock powers or other instruments of transfer executed in blank. Appropriate notation reflecting Cingular's sale of the Purchased Shares will be made in the stock transfer ledger of Numerex and the membership ledger of Cellemetry. 5. REPRESENTATIONS AND WARRANTIES. A. REPRESENTATIONS AND WARRANTIES OF NUMEREX. Numerex hereby represents and warrants to Cingular that the following statements are true and correct: i. CORPORATE EXISTENCE. Numerex is a corporation duly organized, validly existing and in good standing under the laws of the State of Pennsylvania and has all requisite corporate power and authority and is entitled to conduct its business and to own or lease its properties. Numerex has all requisite corporate power and authority to execute, deliver and to perform all of its obligations under this Agreement, the Note and the Security Agreement (collectively, the "TRANSACTION DOCUMENTS"). ii. AUTHORIZATION; NO CONFLICT. The execution, delivery and performance by Numerex of the Transaction Documents are within its corporate powers, have been duly authorized by all necessary and appropriate corporate action, and have been duly and validly executed and delivered by Numerex. iii. BINDING OBLIGATIONS. Each of the Transaction Documents constitutes a legal, valid and binding obligation of Numerex, enforceable against it in accordance with the terms thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). iv. NO VIOLATION. The execution, delivery and performance by Numerex of each Transaction Document do not and will not violate any provision of any applicable law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect ("LAWS"), or result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which Numerex is a party or by which its properties may be bound or affected ("MATERIAL AGREEMENT"); and Numerex is not in default under any Laws or Material Agreement (where such default has a material adverse effect on Numerex). v. APPROVALS. No consent of any person or entity and no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of any Transaction Document that has not been obtained. vi. LITIGATION. No action, suit or proceeding is pending or, threatened against Numerex before any court or governmental authority which relates to any Transaction Document or any action to be taken pursuant thereto. vii. COMPLIANCE WITH LAWS. Numerex is in compliance in all material respects with all laws, rules, regulations and requirements of any governmental authority applicable to its business and properties. B. REPRESENTATIONS AND WARRANTIES OF CINGULAR. Cingular hereby represents and warrants to Numerex that the following statements are true and correct as of the date hereof: i. CORPORATE EXISTENCE. Cingular is a limited liability company duly organized and validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority and is entitled to conduct its business and to own its properties. Cingular has all requisite power and authority to execute, deliver and perform all of its obligations under the Transaction Documents. ii. AUTHORIZATION; NO CONFLICT. The execution, delivery and performance by Cingular of the Transaction Documents are within its powers, have been duly authorized by all necessary action and have been duly and validly executed and delivered by Cingular. iii. BINDING OBLIGATIONS. The Transaction Documents constitute a legal, valid and binding obligation of Cingular, enforceable against it in accordance with the terms thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). iv. APPROVALS. No consent of any person or entity and no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of the Transaction Documents that has not been obtained. v. LITIGATION. No action, suit or proceeding is pending or, threatened against Cingular before any court or governmental authority which relates to the Transaction Documents or any action to be taken pursuant thereto. vi. COMPLIANCE WITH LAWS. Cingular is in compliance in all material respects with all laws, rules, regulations and requirements of any governmental authority applicable to its business and properties. vii. LIENS ON PURCHASED SHARES. Cingular owns, beneficially and of record, all of the Purchased Shares, free and clear of any restrictions on transfer (other than restrictions arising under this Agreement or under the federal or state securities laws), claims, taxes, pledges, liens, hypothecations, encumbrances, options, warrants, rights, contracts, calls, puts, shareholder agreements, subscription agreements, voting trust agreements, proxies, securities convertible or exchangeable into or for the Purchased Shares or other commitments or agreements of any kind created by or through Cingular (collectively, the "LIENS"), involving the voting, issuance, redemption, sale, exchange, transfer, conversion or any other rights or restrictions affecting the Purchased Shares. 6. SURVIVAL OF CERTAIN LIMITED LICENSES . Notwithstanding anything in SECTION 4.C hereof to the contrary, Numerex and Cingular hereby confirm that: A. CINGULAR LICENSE. With respect to the patents and patent applications set forth in Schedule 4.6(b)(i) to the Operating Agreement that were transferred to Cellemetry by Cingular, including any continuations, continuations-in-part or divisional applications or patents thereof, and any additional international patents or applications corresponding thereto, Cingular holds and shall continue to hold a limited, world-wide royalty-free license to (i) make, use, offer for sale or sell products or services where the manufacture, use or sale thereof is only incidentally covered by the claims of such patents and patent applications and (ii) use Cellemetry Technology for its and its affiliates' internal use provided that Cingular's use of the Cellemetry Technology cannot be commercially applied nor revenue generative for Cingular; and B. NUMEREX LICENSE. With respect to the patents and patent applications set forth in Schedule 5.6 to the Operating Agreement that were licensed to Cellemetry by Cingular, including any continuations, continuations-in-part or divisional applications or patents thereof, and any additional international patents or applications corresponding thereto, Cellemetry shall hold and continue to hold a limited, world-wide royalty-free license to make, use, have made, sell or offer for sale, products, systems or services under such patents and patent application, provided, however, that such license shall only apply to the extent such patents are required to make, use or sell Cellemetry Technology. 7. MISCELLANEOUS. A. NOTICES. All notices, requests and other communications to any party hereunder shall be in writing (including telecopier) and shall be effective (a) if given by mail, when deposited in the mails or (b) if given by telecopier, when so telecopied. Notices hereunder shall be mailed or telecopied as follows: If to Numerex Corp.: Numerex Corp. 1600 Parkwood Circle Atlanta, GA 30339 Attention: President Telecopy No.: (770) 693-5951 with a copy to : Andrew Ryan, Esq. Salisbury & Ryan 1325 Avenue of the Americas New York, NY 10019 Telecopy No.: (212) 977-4668 If to Cingular: BellSouth Personal Communications LLC a/k/a Cingular Wireless 5565 Glenridge Connector Suite 2000 Atlanta, GA 30342 Attn: William Kreisher Telecopy No.: (404) 235-6324 with a copy to: Cingular Wireless LLC 5565 Glenridge Connector Suite 1700 Atlanta, GA 30342 Attn: Mila A. Ostin, Esq. Telecopy No.: (404) 236-5574 B. NO WAIVER. No delay or failure on the part of any party hereto to exercise any right, power or privilege granted under this Agreement or any other Transaction Document or available at law or in equity, shall impair any such right, power or privilege or be construed as a waiver of any default or any acquiescence therein. No single or partial exercise of any such right, power or privilege shall preclude the further exercise of such right, power or privilege. No waiver shall be valid against any party unless made in writing and signed thereby, and then only to the extent expressly specified therein. C. EXPENSES. Each of the parties shall all of its own costs and expenses (including without limitation attorneys' fees and expenses) incurred in connection with the negotiation, execution, delivery and enforcement of this Agreement and the other Transaction Documents. D. AMENDMENTS. Any provision or right under this Agreement or the other Transaction Documents may be amended or waived by any party thereto only if such amendment or waiver is in writing and is signed by both parties. E. SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, that neither party may assign or otherwise transfer any of its rights or obligations under this Agreement or any other Transaction Document to any person or entity without the prior written consent of the other party. F. FURTHER ASSURANCES. Each party hereto shall, at its own expense, promptly execute and deliver all such other and further documents, agreements and instruments in compliance with or accomplishment of the covenants and agreements of such party contained herein, all as may be reasonably necessary or appropriate in connection herewith. G. SEVERABILITY. If any part of any provision contained in this Agreement shall be invalid or unenforceable under applicable law, said part shall be ineffective to the extent of such invalidity only, without in any way affecting the remaining parts of said provision or the remaining provisions. H. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same instrument. I. NEUTRAL CONSTRUCTION. The parties have negotiated this Agreement and all of the terms and conditions contained herein in good faith and at arms' length, and each party has been represented by counsel during such negotiations. No term, condition or provision contained in this Agreement shall be construed against any party or in favor of any party (x) because such party or such party's counsel drafted, revised, commented upon or did not comment upon, such term, condition or provision; or (y) because of any presumption as to any inequality of bargaining power between or among the parties. Furthermore, all terms, conditions and provisions contained in this Agreement shall be construed and interpreted in a manner which is consistent with all other terms, conditions and provisions contained in this Agreement. J. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA (WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS). K. JURISDICTION AND VENUE. EACH OF THE PARTIES HERETO AGREES, WITHOUT POWER OF REVOCATION, THAT ANY CIVIL SUIT OR ACTION BROUGHT AGAINST IT AS A RESULT OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR UNDER ANY OTHER TRANSACTION DOCUMENT TO WHICH IT IS A PARTY MAY BE BROUGHT AGAINST IT EITHER IN THE SUPREME COURT OF GEORGIA SITTING IN ATLANTA, OR IN THE UNITED STATES DISTRICT COURT LOCATED IN ATLANTA, GEORGIA. EACH OF THE PARTIES HERETO IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTIONS THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF SUCH CIVIL SUIT OR ACTION AND ANY CLAIM THAT SUCH CIVIL SUIT OR ACTION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE PARTIES HERETO AGREES THAT FINAL JUDGMENT IN ANY SUCH CIVIL SUIT OR ACTION SHALL BE CONCLUSIVE AND BINDING UPON IT AND SHALL BE ENFORCEABLE AGAINST IT BY SUIT UPON SUCH JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. L. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE THE RIGHT EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, WHETHER IN CONTRACT OR TORT, AT LAW OR EQUITY, BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY OTHER DOCUMENT OR INSTRUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO THIS AGREEMENT. FURTHER, EACH PARTY HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE OTHER PARTY, NOR THEIR COUNSEL, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. M. ENTIRE AGREEMENT This Agreement, the Note and the Security Agreement together with any exhibits and schedules attached hereto and thereto, constitute the entire understanding of the parties with respect to the subject matter hereof and thereof, and any other prior or contemporaneous agreements, whether written or oral, with respect hereto or thereto are expressly superseded hereby. [Signature page follows] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their authorized officers all as of the day and year first above written. NUMEREX CORP. By: /s/ Stratton J. Nicolaides ---------------------------------------- Name: Stratton J. Nicolaides Title: Chief Executive Officer BELLSOUTH PERSONAL COMMUNICATIONS, LLC By CINGULAR WIRELESS LLC Its sole member By: /s/ Stephen L. McGaw ----------------------------------------- Name: Stephen L. McGaw Title: Senior Vice President - Corporate Development EX-99.2 4 g81962exv99w2.txt EX-99.2 SECURED PROMISSORY NOTE DATED 3/28/03 Exhibit 99.2 EXECUTION COPY SECURED PROMISSORY NOTE US $5,000,000 Atlanta, Georgia As of March 28, 2003 For value received, the undersigned, NUMEREX CORP., a Pennsylvania limited liability corporation with an office located at 1600 Parkwood Circle, Atlanta, Georgia 30339 ("NUMEREX") promises to pay to the order of BELLSOUTH PERSONAL COMMUNICATIONS LLC, a Georgia limited liability company, at its office located at 5565 Glenridge Connector, Atlanta, Georgia 30342 and its successors and assigns (the "HOLDER"), the principal sum of Five Million United States Dollars (US $5,000,000), together with interest on so much of the principal balance of the Note as may be outstanding and unpaid from time to time, calculated on the basis of a 360-day year and actual days elapsed at a rate of 8.00% per annum. Payments of principal and interest shall be due under this Note as follows: (i) on December 15, 2003, Numerex shall pay one million five hundred thousand dollars ($1,500,000) of the principal amount hereof, plus all interest accrued thereon through such date; (ii) on March 31, 2004, Numerex shall pay two million dollars ($2,000,000) of the principal amount hereof, plus all interest accrued thereon through such date; and (iii) on December 15, 2004, Numerex shall pay the remaining principal balance of one million five hundred thousand dollars ($1,500,000), plus all interest accrued thereon through such date (each of the foregoing, an "INSTALLMENT PAYMENT"). This Note is subject to all of the terms set forth in Sections 3.B and 3.C of that certain Stock Purchase Agreement of even date herewith, between Numerex and the Holder (the "STOCK PURCHASE AGREEMENT"), and all such terms shall be deemed incorporated into this Note as if set forth in full herein, including, without limitation, any and all representations and warranties made by Numerex. Capitalized terms utilized herein and not otherwise defined shall have the meaning ascribed thereto in the Stock Purchase Agreement. The principal balance of this Note, together with all accrued interest thereon and all other amounts owed hereunder may be prepaid by Numerex, at any time, without premium or penalty. Such prepayment shall be made in minimum increments of One Hundred Thousand Dollars ($100,000), provided that (1) Numerex provides at least three (3) days' prior written notice to Cingular of such prepayment, and (2) such prepayment is accompanied by all accrued and unpaid interest on the total principal amount of the Note so prepaid through the date of prepayment. Any amounts so prepaid shall be credited against the next Installment Payment due hereunder. To the extent that Numerex completes any Individual Permitted Sale or Permitted Sale (as such terms are defined in the Security Agreement) during the term of this Note, Numerex shall be obligated to apply 100% of the net cash proceeds of each Individual Permitted Sale to prepay this Note, which prepayment shall be applied in order of payment against the principal payments due hereunder; provided, however, that Numerex shall be entitled to retain the first one million five hundred thousand dollars ($1,500,000) of the total net cash proceeds of the Permitted Sale for general corporate purposes. Nothing herein is intended to relieve Numerex from its obligations to make any and all payments under this Note when due hereunder. Numerex shall make all payments under the Note not later than 2:00 p.m. (Eastern Standard Time) on the day when due, in U.S. dollars, in same day funds, into an account indicated in writing not less than five days in advance by Holder. All amounts received shall be applied first, to any accrued interest and then to unpaid principal. All payments received after that hour shall be deemed to have been received by Cingular on the next following Business Day with interest payable for such additional day. Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be due on the next succeeding Business Day. For purposes of this Note, a "BUSINESS DAY" shall mean any day on which commercial banks located in Atlanta, Georgia, are required or permitted by law to be open for the purpose of conducting commercial banking business. In no event shall the amount or rate of interest due and payable under this Note exceed the maximum amount or rate of interest allowed by applicable law (including, without limitation, O.C.G.A. Section 7-4-18) and, in the event any such excess payment is made by Numerex or received by the Holder, such excess sum shall be credited as a payment of principal). It is the express intent hereof that Numerex not pay and the Holder not receive, directly or indirectly or in any manner, interest in excess of that which may be lawfully paid under applicable law. All interest (including all charges, fees or other amounts deemed to be interest) which is paid or charged under this Note shall, to the maximum extent permitted by applicable law, be amortized, allocated and spread on a pro rata basis throughout the actual term of this Note. The occurrence of any one of the following events will constitute a default by Numerex hereunder (each, an "EVENT OF DEFAULT"): (i) Numerex fails to pay when due any amount payable under this Note; (ii) Numerex fails to perform or breaches in any material respect any representation, warranty, covenant or agreement in the Stock Purchase Agreement or this Note, which in the case of a covenant is not cured within twenty (20) days' written notice by Holder to Numerex of the same, (iii) Numerex is in default in any material respect under the Stock Purchase Agreement or the Security Agreement (as defined in the Stock Purchase Agreement); (iv) Numerex has a Change of Control, as such term is defined below; (v) either Numerex or any other Debtor (as such party is defined in the Security Agreement) makes an assignment for the benefit of creditors, or an action is brought by Numerex or by any other Debtor seeking its dissolution or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver or other custodian for any of its property, or Numerex or any other Debtor commences a voluntary case under the Federal Bankruptcy Code; or (vi) an action is brought against Numerex or any other Debtor by a creditor seeing its dissolution or liquidation of any of its assets or an involuntary petition is filed under any bankruptcy statute against Numerex or such other Debtor, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of all or substantially all of the properties of Numerex or any other Debtor, unless such petition or appointment is set aside or withdrawn or ceases to be in effect within ninety (90) days from the date of said filing or appointment or an order for relief shall be entered in any such action. For purposes of the foregoing Events of Default, "CHANGE OF CONTROL" shall mean the occurrence of any of the following events: (a) the sale, transfer, conveyance, assignment, merger or other disposition, in one or a series of transactions, of more than fifty percent (50%) of all of the assets of Numerex to or with any third party, including "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended); or (b) any "person" or "group" described above shall become the "beneficial owner(s)" (as defined in said Rule 13d-3) of shares of stock of Numerex that, directly or indirectly, entitles the holder thereof to control more than fifty percent (50%) of all voting rights with respect to all shares of stock of Numerex; or (c) the approval by the stockholders of Numerex of, or consummation of, a merger, reorganization, consolidation, exchange of shares, recapitalization, restructuring or other business combination in which Numerex is not the surviving entity; or (d) any entity or person or two or more entities or persons acting in concert shall acquire beneficial ownership, directly or indirectly, of, or shall acquire by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation, will result in its or their acquisition of the right to elect a majority of the Board of Directors of Numerex, or the current Board of Directors of Numerex or their duly elected successors shall no longer constitute a majority of the Board of Directors. Upon the occurrence or during the continuation of an Event of Default, Holder shall have the right to (a) declare any and all amounts payable under the Note, including principal balance, all accrued interest thereon, attorneys' fees and all fees, charges, costs and expenses, to be forthwith due and payable, and the same shall thereupon become immediately due and payable in full without demand, presentment, protest or further notice of any kind, (b) exercise any and all of its rights and remedies under the Stock Purchase Agreement and the Security Agreement, and (c) exercise any and all other remedies available at law or in equity, including, without limitation, all remedies provided under the Uniform Commercial Code. In addition, upon the occurrence and during the continuance of an Event of Default, or if any Installment Payment is not paid on the applicable date, interest shall accrue on the unpaid principal amount then outstanding under the Note at a rate of 10 % (ten percent) per annum (the "DEFAULT RATE"). Default Rate interest shall be due and payable upon demand by the Holder of the Note. The obligations under this Note are secured by a Security Agreement executed by Numerex in favor of the Holder dated of even date herewith, which Security Agreement grants the Holder a first priority security interest in and to the Collateral (as defined in the Security Agreement). TIME IS OF THE ESSENCE OF THIS NOTE. Presentment for payment, demand, protest and notice of demand, notice of dishonor and notice of nonpayment and all other notices are hereby waived by Numerex. No failure to accelerate the debt evidenced hereby by reason of an Event of Default hereunder, acceptance of a past due Installment Payment, or indulgences granted from time to time shall be construed (i) as a novation of this Note or as a restatement of the indebtedness evidenced hereby or as a waiver of such right of acceleration or of the right of Holder thereafter to insist upon strict compliance with the terms of this Note, or (ii) to prevent the exercise of such right of acceleration or any other right granted hereunder or by applicable law; and Numerex hereby expressly waives the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to or in conflict with the foregoing. No extension of the time for the payment of this Note shall operate to release, discharge, modify, change or affect the original liability of Numerex under this Note, either in whole or in part unless Holder otherwise agrees in writing. The rights and remedies provided for hereunder are cumulative and not exclusive of any other right or remedy available at law or in equity. All of Numerex' obligations under this Note are absolute and unconditional. Holder shall not be deemed to waive any of its rights unless such waiver is in writing and signed by Holder. No delay or omission by Holder in exercising any of its rights, including, but not limited to, the right to accelerate the indebtedness due under this Note, shall operate as a waiver of such rights and a waiver in writing on one occasion shall not be construed as a consent to or a waiver of any right or remedy on any future occasion. Holder shall have no duty to exercise any or all of the rights and remedies provided or contemplated herein. This Note may not be changed, modified or amended except by an agreement in writing signed by Numerex and Holder. Numerex and the Holder, by accepting this Note, each agree and stipulate that the only charge imposed upon Numerex for the use of money in connection with this Note is and shall be the interest described in this Note, and further agree and stipulate that all other charges imposed by the Holder on Numerex pursuant to the terms of this Note, including without limitation, any default charges, late charges, and attorneys' fees, shall under no circumstances be deemed to be charges for the use of money. All charges other than charges for the use of money shall be fully earned and nonrefundable when due. In the event that following the occurrence or during the continuance of an Event of Default this Note, or any part thereof, is referred to an attorney for collection, whether or not suit has been filed or any other action instituted or taken to enforce or collect under this Note, or is collected by or through an attorney at law, Numerex agrees to pay all fees, costs and expenses of such referral or collection including, but not limited to, reasonable attorneys' fees. This Note shall be binding upon the successors and assigns of Numerex, if assigned in compliance with the provisions of this Note. Subject to compliance with applicable securities laws, the Holder of this Note may assign or transfer this Note, but this Note shall not be assignable or transferable, in whole or in part, by Numerex without the prior written consent of the Holder. The provisions of this Note shall be governed by and construed in accordance with the laws of the State of Georgia without regard to the conflict of law principles thereof. NUMEREX EXPRESS AND IRREVOCABLY CONSENTS THAT ANY LEGAL ACTION OR PROCEEDING AGAINST IT UNDER, ARISING OUT OF, OR IN ANY MANNER RELATING TO THIS NOTE SHALL BE BROUGHT IN THE STATE OR DISTRICT COURTS OF THE STATE OF GEORGIA. NUMEREX, BY ITS EXECUTION AND DELIVERY OF THIS NOTE, EXPRESSLY AND IRREVOCABLY CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF ANY OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDING AND HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY CLAIM OR DEFENSE IN ANY SUCH ACTION OR PROCEEDING BASED ON ANY ALLEGED LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS OR ANY SIMILAR BASIS. [Signature page follows] IN WITNESS WHEREOF, this Note has been duly executed and delivered by Numerex as of the day and year first above set forth. NUMEREX CORP. By: /s/ Stratton J. Nicolaides ---------------------------------------- Name: Stratton J. Nicolaides Title: Chairman and Chief Executive Officer EX-99.3 5 g81962exv99w3.txt EX-99.3 SECURITY AGREEMENT DATED 3/28/03 Exhibit 99.3 EXECUTION COPY SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "AGREEMENT") is executed by NUMEREX CORP. ("NUMEREX"), NUMEREX INVESTMENT CORP. ("NI"), NUMEREX SOLUTIONS LLC ("NS"), DCX SYSTEMS, INC. ("DCX"), BNI SOLUTIONS LLC ("BNI"), BROADBAND NETWORKS, INC. ("BROADBAND"), MOBILE GUARDIAN LLC ("MG"), DATA1SOURCE LLC ("DATA1SOURCE"), CELLEMETRY LLC ("CELLEMETRY") and UPLINK SECURITY, INC. ("UPLINK" and, collectively with NI, NS, DCX, BNI, Broadband, MG, Cellemetry and Uplink, the "SUBSIDIARIES", and the Subsidiaries together with Numerex, "DEBTORS") in favor of BELLSOUTH PERSONAL COMMUNICATIONS, LLC, a wholly owned subsidiary of CINGULAR WIRELESS LLC ("SECURED PARTY"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged: 1. SECURITY INTEREST. Except as set forth in this SECTION 1, each of the Debtors hereby grants, assigns, transfers, pledges and conveys to Secured Party, a present and continuing security interest in and lien on all now existing or hereafter arising rights, titles and interests of Debtors in, to or under any and all of their respective assets, including all inventory, machinery, equipment, accounts, contract rights and general intangibles (the "DEBTORS' ASSETS"), and Numerex and NI hereby grant, assign, transfer, pledge and conveys to Secured Party all stock certificates and membership units of the Subsidiaries owned by Numerex and NI in the Subsidiaries (the "PLEDGED SHARES"), in each case together with all substitutions, replacements, products and proceeds of each of the foregoing (including cash and non-cash) (collectively, the "PROCEEDS"; Debtors' Assets, Pledged Shares and the Proceeds are hereinafter referred to collectively as the "COLLATERAL"). Numerex and Secured Party each acknowledge and agree that the Collateral hereunder shall not include any of the assets or stock certificates of Numerex's subsidiary, Digilog, Inc., a Pennsylvania corporation. 2. SECURED LIABILITIES. This Agreement and the security interest and lien granted hereby to Secured Party secures the payment of all obligations of Numerex to Secured Party arising under that certain Secured Promissory Note of even date herewith (the "NOTE"), executed and issued by Numerex in favor of Secured Party (the "OBLIGATIONS"). 3. REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF DEBTORs. Each of the Debtors hereby represents, warrants, covenants and agrees that: (A) it is a corporation or a limited liability company, as applicable, duly organized, validly existing and in good standing under the laws of the state of its incorporation or formation; (B) it has all requisite corporate or limited liability company, as applicable, power and authority, and has obtained all approvals and consents necessary, to execute, deliver and perform this Agreement; (C) the execution, delivery and performance of this Agreement have been duly authorized by all requisite corporate or limited liability company action, as applicable, on its part; (D) this Agreement constitute its valid, legal and binding obligation and is enforceable against it in accordance with the terms hereof and grants to Secured Party a valid and enforceable security interest in or other lien in the Collateral; (E) it has good and marketable title to the respective Collateral owned or leased by it (or in the case of any after-acquired Collateral, it will have good and marketable title to the respective Collateral owned or leased by it at the time it acquires rights in such Collateral); (F) except for the security interest and lien granted hereby in favor of Secured Party by Debtors, it is, or to the extent of any Collateral acquired after the date hereof, will be, the owner or holder of the Collateral free from any adverse lien, security interest or encumbrances except liens, security interests or encumbrances that are expressly subordinate to the rights of Secured Party; (G) any and all records concerning the respective Collateral owned or leased by it will be kept at its principal address indicated below; (H) all records with respect to the Collateral at any time furnished by it to Secured Party are and will be true and correct as of the date furnished; (I) it hereby authorizes Secured Party to file UCC Financial Statements evidencing the security interest and lien granted by it hereby; (J) all risk of loss of the Collateral shall at all time be and remain upon it irrespective of whether such Collateral is then in its or Secured Party's possession; (K) it shall do all acts that may be necessary to maintain, preserve and protect the respective Collateral owned or leased by it, including appear in and defend any action or proceeding that may adversely affect its title to or Secured Party's interest in the Collateral; (L) it shall not use or permit any Collateral owned or leased by it to be used in violation of any applicable law, rule, or regulation or any provision of this Agreement, the Stock Purchase Agreement or the Note; (M) it shall pay promptly when due all taxes, assessments, charges and liens now or hereafter imposed upon or affecting the Collateral owned or leased by it; (N) it shall not sell, encumber, lease, rent or otherwise dispose of or transfer any Collateral owned or leased by it, or any right or interest therein, except as expressly provided in SECTION 4 below; (N) upon the occurrence and during the continuance of an Event of Default (as defined below), Numerex shall reimburse Secured Party upon demand for all costs and expense, including, without limitation, reasonable attorneys' fees and disbursements, Secured Party may now or hereafter incur while exercising or enforcing any right, power or remedy provided to Secured Party by this Agreement or by law, all of which costs and expenses shall constitute part of the Obligations secured hereunder; (O) upon request of Secured Party, it will do all acts and things, and will execute all instruments (including security agreement, financing statements, amendments, statements of change, etc.) necessary under applicable law to establish, maintain and continue Secured Party's perfected security interest in the Collateral; and (P) it will immediately give written notice to Secured Party of any change in its name, state of incorporation or principal place of business. 4. ADMINISTRATION OF COLLATERAL. Unless and until an Event of Default shall have occurred and be continuing, each Debtor may manage, collect and administer the Collateral (including, without limitation, voting its interests in the Pledged Shares, and collecting and retaining all dividends and distributions made in respect thereof) only in the ordinary course of its business, and consistent with its past practices and covenants and obligations hereunder. Provided that no Event of Default has occurred, in no event shall any Debtor have a right to sell, transfer, assign, convey or otherwise dispose of (a "SALE") any of the Collateral owned or leased by it without prior written consent of Secured Party, which consent could not be unreasonably withheld. Notwithstanding the foregoing and subject to the requirements below, Secured Party hereby consents to (i) a Sale by Numerex of all of its ownership interest in DCX, BNI, Broadband and Data1Source, and (ii) a Sale by DCX, BNI and Data1Source of all of their respective assets, in each case in any one or more transactions (individually, an "INDIVIDUAL PERMITTED SALE", and collectively, the "PERMITTED SALE"), provided that the consideration received by Numerex or any other Debtor as a result of each Individual Permitted Sale is paid in cash. To the extent any Individual Permitted Sale is proposed which includes any consideration other than cash, such Individual Permitted Sale will require the consent of the Secured Party, which consent will not be unreasonably withheld; provided, however, that Secured Party shall retain a security interest in the proceeds of any such Sale regardless of the type of consideration received thereunder. The Permitted Sale shall also be subject to the mandatory prepayment provisions contained in the Note. 5. PERFORMANCE OF DEBTORS' OBLIGATIONS. Upon occurrence or during the continuance of an Event of Default, in addition to and not in limitation of all the rights under SECTION 7 below, Secured Party may, at its sole discretion, take any action that is necessary for the maintenance or preservation of any of the Collateral or its interest therein. 6. EVENT OF DEFAULT. An "EVENT OF DEFAULT" shall mean (A) each Event of Default under the Note; (B) material breach by any Debtor of any representation or warranty made by it in SECTION 3 of this Agreement; (C) failure of any Debtor to perform or comply with, in any material respect, any of its covenants set forth in SECTION 3 of this Agreement, which failure is not cured within twenty (20) days of the giving by Secured Party to such Debtor of written notice of same; (D) failure of any Debtor to perform and comply with any other covenants set forth in this Agreement, including covenants in SECTION 4; or (E) if all or any material portion of the Collateral is seized or levied upon or a receiver or other custodian is appointed for it. 7. REMEDIES UPON DEFAULT. If an Event of Default shall occur and be continuing, then Secured Party may: (A) declare any or all of the Obligations to be immediately due and payable and foreclose or otherwise enforce Secured Party's security interest in or other lien hereunder on any or all of the Collateral in any manner permitted by law or provided for in this Agreement; (B) sell or otherwise dispose of any of the Collateral; (C) demand that any Debtor assemble the records relating to the Collateral owned by it and make them available to Secured Party at a place designated by Secured Party which is reasonably convenient for Secured Party and such Debtor; (D) instruct any Debtor in writing to deliver to Secured Party, upon such Debtor's receipt thereof, all cash, checks, drafts, chattel paper and other instruments in writing for the payment of money (properly endorsed, where required, so that such items may be collected by Secured Party) that are thereafter received by such Debtor in full or partial payment or otherwise as proceeds of any of the Collateral; (E) collect all accounts receivable, including, without limitation, notifying the account debtors in its name or in the name of any Debtor, as its attorney-in-fact, to make payments directly to Secured Party; and (F) exercise all other rights of a secured party under the UCC (as defined below). 8. EXPENSES INCURRED BY SECURED PARTY. In the Secured Party's reasonable discretion, if any Debtor fails to do so, the Secured Party may discharge taxes and other encumbrances at any time levied or placed on any of the Collateral, maintain any of the Collateral and pay any necessary filing fees or insurance premiums. Numerex agrees to reimburse the Secured Party on demand for all expenditures so made. The Secured Party shall have no obligation to Debtors or any other person to make any such expenditures, nor shall the making thereof be construed as a waiver or cure of any Event of Default. 9. SURETYSHIP WAIVERS BY DEBTORS. The Debtors waive demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands an notices of each description. With respect to both the Obligations and the Collateral, the Debtors assent to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of or failure to perfect any security interest in any Collateral, to the addition or release of any party or person primarily or secondarily liable, to the acceptance of partial payment thereon and the settlement, compromising or adjusting of any thereof, all in such manner and at such time or times as the Secured Party may deem advisable. The Secured Party, to the extent allowed by law, shall have no duty as to the collection or protection of the Collateral or any income therefrom, the preservation of rights against prior parties, or the preservation of any rights pertaining thereto. The Debtors further waive any and all other suretyship defenses. 10. PROCEEDS OF DISPOSITIONS; EXPENSES. Upon the occurrence and during the continuance of an Event of Default, the Debtors agree to pay to Secured Party on demand any and all expenses, including reasonable attorneys' fees and disbursements, incurred or paid by the Secured Party in protecting, preserving or enforcing the Secured Party's rights and remedies under or in respect of any of the Obligations or any of the Collateral. After deducting all of said expenses, the residue of any proceeds of collection or sale or other disposition of Collateral shall, to the extent actually received in cash, be applied to the payment of the Obligations in such order or preference as Secured Party may determine. Upon the final payment and satisfaction in full of all of the Obligations and after making any payments required by Sections 9-608(a)(1)(C) or 9-615(a)(3) of the Uniform Commercial Code of the State of Georgia, any excess shall be returned to the Debtors. In the absence of final payment and satisfaction in full of all of the Obligations, the Debtors shall remain liable for any deficiency. 11. NOTICE OF INTENDED DISPOSITION. If any notification of intended disposition of any Collateral is required by law, reasonable notification shall be deemed given if written notice is either given by express courier or deposited in the U.S. Mail, certified postage prepaid, addressed to Debtors and such other persons or entities as Secured Party deems to be appropriate, stating the time and place of any public sale or the time after which any private sale or disposition is to be made, at least twenty (20) days prior thereto. 12. MISCELLANEOUS. (A) This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one agreement; (B) this Agreement shall in all respects be construed in accordance with and governed by the laws of the state of Georgia without regard to the conflicts of laws principles thereof; (C) the captions of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part hereof or used in construing the intent of the parties; (D) if any part of any provision of this Agreement shall be invalid or unenforceable under applicable law, said part shall be ineffective to the extent of such invalidity only, without in any way effecting the remaining parts of said provision or the remaining provisions; (E) this Agreement shall not be modified or amended except in writing signed by each of the parties hereto; (F) this Agreement shall bind and inure to the benefit of the parties, their successors, legal representatives, heirs and, where permitted, assigns; (G) this Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument; (H) TIME IS OF THE ESSENCE; (I) any waiver, forbearance or delay by Secured Party in exercising any of its right, powers or remedies hereunder shall not preclude the further exercise thereof, and every right, power or remedy of Secured Party hereunder shall continue in full force and effect until such right, power or remedy is specifically waived in writing executed by Secured Party; (J) this Agreement, the Note and the Stock Purchase Agreement contain the entire agreement between Secured Party and Debtors with respect to the Collateral and the Obligations and supersedes all prior agreements, commitments, understandings, negotiations or correspondence between them with respect thereto; (K) the rights, powers and remedies of Secured Party under this Agreement shall be in addition to and not in limitation of all other rights, powers or remedies given to Secured Party by applicable law and the Note, all of which rights, powers, and remedies shall be cumulative and may be exercised successively or concurrently without impairing Secured Party's security interest in or other lien on any of the Collateral; (L) Secured Party may assign or transfer this Agreement, but this Agreement shall not be assignable or transferable, in whole or in part, by any Debtor without the prior written consent of Secured Party; (M) all notices or communications shall be given to Debtors at the addresses set forth below following the caption "Principal Address" and shall be given to Secured Party at the address set forth below following the caption "Address of Secured Party"; and (N) unless otherwise specifically provided herein to the contrary, such written notices and communications shall be delivered by facsimile, email, and hand or overnight courier service, or mailed, postage prepaid, addressed to the parties hereto at the addresses referred to above in subsection (M) or to such other addresses as any party may designate to the other party by a written notice given in accordance with the provisions hereof. Any written notice delivered by facsimile or email shall be deemed given upon transmission. Any notice delivered by hand or by overnight courier service shall be deemed given or received upon receipt. As used herein, the "UCC" shall mean the Uniform Commercial Code, as enacted in the State of Georgia, and as amended from time to time. Capitalized terms used but not defined herein (including, without limitation, the descriptions of the Collateral in SECTION 1 hereof) shall have the meanings given to them in the UCC. 13. JURY WAIVER. EACH OF THE DEBTORS AND SECURED PARTY HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT ANY OF THE PARTIES MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE COLLATERAL, THE OBLIGATIONS SECURED HEREBY, AND ANY OTHER DOCUMENT OR INSTRUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR SECURED PARTY ENTERING INTO THIS AGREEMENT. FURTHER, EACH DEBTOR HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF SECURED PARTY, NOR SECURED PARTY'S COUNSEL, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SECURED PARTY WOULD NOT, IN THE EVEN OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISIONS. NO REPRESENTATIVE OR AGENT OF SECURED PARTY NOR SECURED PARTY'S COUNSEL HAS THE AUTHORITY TO WAIVE, CONDITION, OR MODIFY THIS PROVISION. EACH DEBTOR EXPRESSLY AND IRREVOCABLY CONSENTS THAT ANY LEGAL ACTION OR PROCEEDING AGAINST IT UNDER, ARISING OUT OF, OR IN ANY MANNER RELATING TO THIS AGREEMENT SHALL BE BROUGHT IN THE STATE OR DISTRICT COURTS OF THE STATE OF GEORGIA. EACH DEBTOR, BY ITS EXECUTION AND DELIVERY OF THIS AGREEMENT, EXPRESSLY AND IRREVOCABLY CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF ANY OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDING AND HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY CLAIM OR DEFENSE IN ANY SUCH ACTION OR PROCEEDING BASED ON ANY ALLEGED LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS OR ANY SIMILAR BASIS. IN WITNESS WHEREOF, this Agreement has been signed, sealed, and delivered by each Debtor on this 28th day of March, 2003. NUMEREX CORP. By: /s/ Stratton J. Nicolaides ---------------------------------------- Name: Stratton J. Nicolaides Title: Chairman and Chief Executive Officer NUMEREX INVESTMENT CORP. By: /s/ Stratton J. Nicolaides ---------------------------------------- Name: Stratton J. Nicolaides Title: President BNI SOLUTIONS LLC By: /s/ Stratton J. Nicolaides ---------------------------------------- Name: Stratton J. Nicolaides Title: President DCX SYSTEMS, INC. By: /s/ Stratton J. Nicolaides ---------------------------------------- Name: Stratton J. Nicolaides Title: President NUMEREX SOLUTIONS, LLC By: /s/ Stratton J. Nicolaides ---------------------------------------- Name: Stratton J. Nicolaides Title: President BROADBAND NETWORKS, INC. By: /s/ Stratton J. Nicolaides ---------------------------------------- Name: Stratton J. Nicolaides Title: President MOBILE GUARDIAN LLC By: /s/ Stratton J. Nicolaides ---------------------------------------- Name: Stratton J. Nicolaides Title: President DATA1SOURCE LLC By: /s/ Stratton J. Nicolaides ---------------------------------------- Name: Stratton J. Nicolaides Title: President CELLEMETRY LLC By: /s/ Stratton J. Nicolaides ---------------------------------------- Name: Stratton J. Nicolaides Title: President UPLINK SECURITY, INC. By: /s/ Stratton J. Nicolaides ---------------------------------------- Name: Stratton J. Nicolaides Title: President Principal Address of Numerex: 1600 Parkway Circle Suite 200 Atlanta, GA 30339 Principal Address of each of the Subsidiaries: BNI Solutions LLC Numerex Solutions, LLC 2820 E. College Ave. 1600 Parkwood Circle Suite B Suite 200 State College, PA 16801-7548 Atlanta, Georgia 30339-2119 Uplink Security, Inc. DCX Systems, Inc. 1600 Parkwood Circle 2360 Maryland Road Suite 200 Willow Grove, PA 19090 Atlanta, Georgia 30339-2119 Broadband Networks, Inc. Mobile Guardian LLC 2820 E. College Ave. 1600 Parkwood Circle Suite B Suite 200 State College, PA 16801-7548 Atlanta, Georgia 30339-2119 Data1Source LLC Numerex Investment Corp. 1600 Parkwood Circle 1600 Parkwood Circle Suite 200 Suite 200 Atlanta, Georgia 30339-2119 Atlanta, Georgia 30339-2119 Cellemetry LLC 1600 Parkwood Circle Suite 200 Atlanta, Georgia 30339-2119 Address of Secured Party: 5565 Glenridge Connector Suite 2000 Atlanta, Georgia 30342 Facsimile No. 404-236-6324 EX-99.4 6 g81962exv99w4.txt EX-99.4 LINE OF CREDIT AGREEMENT DATED 3/28/03 Exhibit 99.4 LINE OF CREDIT AGREEMENT This Line of Credit Agreement (this "Agreement") is dated as of March 28, 2003 by and between Digilog, Inc., a Pennsylvania corporation ("Debtor") and Alethea Limited Partnership, a Delaware limited partnership ("Lender"). WHEREAS, the Debtor seeks to establish a line of credit with the Lender, and the Lender desires to extend funds to the Debtor through a line of credit, on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows. Section 1. The Line of Credit and the Note. A. Subject to the terms and conditions of this Agreement, the Lender hereby offers, and the Debtor hereby accepts, a line of credit for the Debtor (the "Line of Credit"), pursuant to which the Debtor may borrow up to an aggregate of One Million Dollars ($1,000,000) (the "Credit Limit") during the Term thereof (as defined below). Advances under the Line of Credit shall be made by the Lender in accordance with the terms set forth in this Agreement, and the repayment obligations incurred by such advances shall be represented by the term promissory note, dated as of the date hereof, issued by the Debtor to the Lender in the form of Exhibit A hereto in the original principal amount of up to One Million Dollars ($1,000,000) (the "Note"). B. Advances and Repayments. ------------------------ (i) ADVANCES. At any time commencing on the date hereof and throughout the Term (as defined in Section 1(C) below), the Debtor may request advances to be made to it under the Line of Credit by sending written notice to the Lender at its address appearing in the "Notices" section hereof, indicating the total amount of funds sought in such advance (each such request, a "Draw"). The minimum amount in any Draw requested by the Debtor shall be at least One Hundred Thousand Dollars ($100,000). Within three Business Days of its receipt of such notice from the Debtor, the Lender shall advance to the Debtor an amount equal to the requested Draw. Simultaneously with advancing such funds to the Debtor, the Lender shall have the right to notate on the SCHEDULE A attached to the Note, the amount of money advanced by it pursuant to such Draw, together with the sum total of all advances made by the Lender under the Line of Credit through such date. In the absence of manifest error, the Schedule attached to the Note shall be deemed a conclusive accounting of the sums advanced to the Debtor. (a) For purposes of this Agreement, a "Business Day" shall mean any day on which commercial banks located in Florida are required or permitted by law to be open for the purpose of conducting commercial banking business. (ii) Repayments. The Debtor shall have the right at any time during the Term to repay any or all of the principal amounts outstanding under the Line of Credit, provided that the minimum amount of any repayment shall be at least One Hundred Thousand Dollars ($100,000) and that such repayment is accompanied by all accrued and unpaid interest thereon and other amounts (if any) incurred in connection therewith through the date of repayment. There shall be no penalty or premium assessed with respect to any repayment of principal prior to the Maturity Date (as defined below). The Debtor shall give notice of any repayment to the Lender at least three Business Days in advance of such repayment, indicating therein the total amount being repaid and the anticipated repayment date. On such repayment date, the Debtor shall repay to the account of the Lender the total amount being repaid. Upon its receipt of a repayment, the Lender shall have the right to notate on the Schedule A attached to the Note, the amount of money so repaid, together with the sum total of all repayments made through such date. In the absence of manifest error, the Schedule attached to the Note shall be deemed a conclusive accounting of the sums repaid by the Debtor. C. The Term. The Debtor may request Draws under the Line of Credit, in amounts up to the Credit Limit, at any time and from time to time after the date hereof and through the first anniversary of the date hereof (the "Maturity Date", and the period extending from date hereof through the Maturity Date, the "Term" of the Line of Credit). Unless earlier accelerated in accordance with Section 4(A)(i) hereof, on the Maturity Date, all outstanding advances made hereunder, together with all interest accrued thereon and all other amounts (if any) incurred in connection therewith, shall be due and payable in full to the Lender. D. The Guarantee. The prompt payment and performance of all of the obligations of the Debtor under the Line of Credit and the Note shall be guaranteed by Numerex Corp., a Pennsylvania corporation and the parent corporation of the Debtor ("Numerex") pursuant to the terms of a Guarantee in the form of Exhibit B hereto (the "Guarantee"), to be executed and delivered simultaneously herewith. E. Security for the Obligations. Simultaneously with the execution and delivery hereof, the Debtor and Numerex shall execute and deliver to the Lender a security and pledge agreement in the form of Exhibit C hereto (the "Security and Pledge Agreement"). Pursuant to the Security and Pledge Agreement, the Debtor and Numerex shall provide the collateral described therein as security for the obligations to the Lender under the Line of Credit and the Note. Section 2. Other Terms and Conditions of the Line of Credit. A. Interest. (i) Interest Rate. Subject to subsection (iii) below, from the date hereof through and including the Maturity Date, interest shall accrue on all outstanding Draws advanced under the Line of Credit from time to time at a fixed rate equal to ten percent (10%) per annum (the "Interest Rate"). Interest shall be calculated on the basis of a year of 360 days and shall be payable for the actual number of days elapsed. (ii) Monthly Interest. Interest accrued hereunder shall be payable by the Debtor to the Lender in cash monthly in arrears, for each month or portion thereof during which balances were outstanding hereunder. Interest shall be due and payable on the first day of each month or, if such day is not a Business Day, on the next succeeding Business Day (with interest accrued through such date). The Lender shall have the right but not the obligation, at its sole discretion, to waive receipt of its monthly interest payment due hereunder by written notice thereof to the Debtor. In such an occurrence, with no Event of Default hereunder, interest payable to the Lender for that month shall be capitalized, and interest shall thereafter accrue thereon at the Interest Rate through the Maturity Date, at which time such deferred payment plus all accrued and unpaid interest thereon shall be due and payable. Interest accruing on such deferred payment shall be combined with, and payable on the same date as, all other monthly interest payable to the Lender hereunder. (iii) Default Interest Rate. After the occurrence and during the continuation of an Event of Default (as defined in Section 4 below), additional interest shall accrue on the outstanding principal balance due under the Line of Credit at a rate equal to one and one-half percent (1.5%) per month in excess of the Interest Rate. Interest accruing under this Section 2(A)(iii) shall be due and payable in cash upon demand by the Lender. (iv) Maximum Interest Rate. Notwithstanding anything contained herein to the contrary, if a court of competent jurisdiction determines in a final order that the rate of interest payable under the Line of Credit exceeds the highest rate of interest permissible under law (the "Maximum Lawful Rate"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable thereunder is less than the Maximum Lawful Rate, the Debtor shall continue to pay interest at the Maximum Lawful Rate until such time as the total interest received by the Lender is equal to the total interest that would have been received had the interest rate payable under the Line of Credit been (but for the operation of this paragraph) the interest rate payable since the date hereof as otherwise provided by the terms hereof. Thereafter, interest shall be paid at the rate(s) of interest and in the manner provided in this Section 2(A) unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by the Lender pursuant to the terms hereof exceed the amount that it could lawfully have received had the interest due under the Line of Credit been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2(A)(iv), a court of competent jurisdiction shall finally determine that the Lender has received interest in excess of the Maximum Lawful Rate, the Lender shall, to the extent permitted by applicable law, promptly apply such excess to the outstanding principal balance due under the Note and thereafter shall refund any excess to the Debtor or as a court of competent jurisdiction may otherwise order. B. Fees. There shall be no commitment fee payable in connection with this Line of Credit, nor shall there be any unused facility fee payable in the event that less than all of the funds available under the Line of Credit are drawn. C. Use of Proceeds. The Debtor shall apply all advances received under the Line of Credit for general corporate purposes, and shall specifically be permitted to use any proceeds hereunder to pay dividends or make loans to its sole shareholder, at the Debtor's discretion. No proceeds shall be used to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of Regulations U and X of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying any such margin stock. D. General Payment Terms. All amounts advanced under the Line of Credit, together with all accrued interest thereon and other amounts, if any, incurred thereunder or in connection therewith, shall be due and payable on the Maturity Date. All payments shall be made in lawful money of the United States of America in immediately available funds to such bank account as the Lender shall specify in writing to the Debtor. The Debtor shall make payments under the Line of Credit not later than 1:00 p.m. (Eastern Standard Time) on the Maturity Date or such earlier repayment date, as applicable. All amounts received by the Lender shall be applied first, to any costs or expenses due to it pursuant to the terms hereof or in enforcement of its rights in respect hereof, second, to accrued interest, and third to unpaid principal. Failure to pay any balances outstanding under the Line of Credit promptly when due shall entitle the Lender to exercise any remedies specified herein, under the Guarantee, the Security and Pledge Agreement, the UCC (as defined hereinafter), or that may be otherwise available at law or in equity. (i) For purposes of this Agreement, "UCC" shall mean the Uniform Commercial Code as in effect from time to time in the State of Florida. Section 3. Affirmative Covenants. From the date of this Agreement and during the Term hereof or until such time as all amounts due hereunder and under the Note shall be paid in full, each of the Debtor and Numerex agrees that it shall, and Numerex shall cause its subsidiaries to: A. maintain their corporate existence and names; B. comply with all applicable laws, statutes, orders, judgments, decrees, injunctions, rules, regulations, franchises, permits, authorizations and other requirements, except where the failure to so comply could not reasonably be expected to have a material adverse effect on the assets, operations, business, condition (financial or otherwise), results of operations or prospects of the Debtor, Numerex and Numerex's other subsidiaries, considered as a whole, or on the Debtor's ability to perform its obligations hereunder and under the Note (a "Material Adverse Effect"); C. maintain their properties in reasonably good working order; D. promptly pay all taxes, assessments, claims and other governmental charges which, if unpaid, might cause a lien to be imposed on their respective properties; E. maintain all insurance on their properties in accordance with standard industry practices; F. keep books of account reflecting true and complete entries of all their dealings and transactions; and G. provide written notice to the Lender of any event which constitutes, or with the passage of time or giving of notice would constitute, an Event of Default hereunder or could otherwise give rise to a Material Adverse Effect. Section 4. Events of Default. A. Each of the following shall constitute an Event of Default hereunder, whatever the reason for such event and whether or not it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment or order of any court or any order, rule or regulation of any governmental or non-governmental body: (i) subject to the granting of a waiver under Section 2(A)(ii) hereof, the failure of the Debtor to pay any principal, interest or other amount incurred under the Line of Credit when due; or (ii) the Debtor shall violate or be in default under any other provision of this Agreement, the Note, or the Security and Pledge Agreement which violation or breach shall not be cured within thirty (30) days after notice thereof is received by the Debtor from the Lender; or (iii) Numerex shall be in default under any provision of the Guarantee or the Security and Pledge Agreement, which default shall not be cured within thirty (30) days after notice thereof is received by Numerex from the Lender; or (iv) the Debtor or Numerex shall fail to pay its debts generally as they come due, shall make an assignment for the benefit of creditors, or shall file any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law, or any other law or laws for the relief of, or relating to, debtors; or (v) an involuntary petition shall be filed under any bankruptcy statute against the Debtor or Numerex, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) shall be appointed to take possession, custody, or control of any of the Debtor's or Numerex's properties, unless such petition or appointment is set aside or withdrawn or ceases to be in effect within sixty (60) days from the date of said filing or appointment or an order for relief shall be entered in any such involuntary action; or (vi) the Debtor or Numerex (a) shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration or otherwise) with respect to any other material indebtedness, or (b) shall otherwise default under any agreement relating to its indebtedness, and the effect of such default is (1) to cause such indebtedness to become due prior to the stated maturity thereof, (2) the imposition of a lien on, or a seizure of, a material portion of the Debtor's or Numerex's assets; or (vii) the Debtor or Numerex shall become subject to a nonappealable judgment or judgments which, considered individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; or (viii) the Debtor shall at any time after the date hereof issue or incur any indebtedness ranking senior to the Note, or the Debtor shall repay, prior to the Maturity Date, any indebtedness subordinate to the Note, in each case without the prior written consent of the Lender; or (ix) the Debtor or Numerex shall undergo a Change of Control (as defined below), or the shareholders of the Debtor or Numerex shall approve any transaction, the effect of which is to cause a Change of Control of the Debtor or Numerex, respectively. (a) For purposes of this Agreement, "Change of Control" shall mean any of the following: (1) any 'person' or 'group' (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder) shall become the `beneficial owner(s)' (as defined in said Rule 13d-3) of shares of stock of the Debtor or of Numerex, either directly or indirectly, that entitle such holder to control more than fifty percent (50%) of the voting stock of the Debtor or of Numerex; (2) approval by the stockholders of the Debtor or of Numerex, or the consummation of, any merger, reorganization, consolidation, share exchange, recapitalization, restructuring or other business combination in which the Debtor or Numerex, as applicable, is not the surviving party; (3) the sale, assignment, lease or other disposition (whether in one transaction or a series of transactions) of all or substantially all of the assets of the Debtor or of Numerex; or (4) a majority of the board of directors of the Debtor or of Numerex incumbent as of the date hereof, or their duly elected successors, shall cease to be directors of the Debtor or of Numerex, respectively. Section 5. Remedies on Default A. Declaration of Default. Except as set forth in Sections 5(A)(i) below, an Event of Default shall exist under the Line of Credit and the remedies hereunder shall be triggered at such time as the Lender shall so declare in writing to the Debtor. (i) The Lender shall not be obligated to declare the occurrence of an Event of Default hereunder with respect to the events described in Sections 4(A)(iii) and (iv) hereof, upon the occurrence of which an Event of Default shall exist hereunder immediately and automatically, without further notice, demand or action of any kind on behalf of any party. B. Available Remedies. Upon the occurrence and during the continuation of an Event of Default, the Lender may do any or all of the following: (i) the Lender shall have the right to declare all balances outstanding under the Note or arising hereunder, immediately due and payable in full, except that upon the occurrence of an Event of Default as described in Sections 4(A)(iii) and (iv), all such balances shall immediately and automatically become due and payable, without notice, demand, presentment or action of any kind by the Lender, all of which are hereby waived by the Debtor; (ii) the Lender shall have the right to seek satisfaction from Numerex of any of the Debtor's outstanding obligations pursuant to the terms of the Guarantee; (iii) the Lender shall have the right to exercise any or all of the remedies specified under the Security and Pledge Agreement; and (iv) the Lender may exercise any or all of its rights and remedies under law (including, without limitation, all remedies provided under the UCC) or in equity. C. Non-Exclusive Remedies. No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy now or hereafter existing at law or in equity or by statute. D. General. All of the Debtor's obligations hereunder and under the Note are absolute and unconditional. No delay or omission to exercise any right or power accruing upon any default, omission or failure of performance hereunder shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to exercise any remedy reserved to the Lender, it shall not be necessary to give any notice, and the Debtor hereby expressly waives presentment, demand, protest or notice of any kind. To the fullest extent permitted by law, the Debtor will not plead, claim or take any benefit or advantage of any statute, law, rule or regulation would could prohibit, delay or forgive the Debtor from paying any or all amounts arising hereunder or under the Note, or which may affect the enforceability of any of the covenants and agreements set forth herein. Section 6. Miscellaneous. A. Notices. All notices, requests and other communications to any party hereunder shall be in writing and shall be effective (i) if given by certified U.S. mail, upon the date so certified as delivered; (ii) if given by overnight courier, on the next Business Day; (iii) if given by hand-delivery, upon such delivery; (iv) if given by email, upon electronic notification of delivery; or (iv) if given by facsimile, upon receipt of successful transmission. Notices hereunder shall be mailed or faxed as follows: If to the Lender: Alethea Limited Partnership 4193 Las Palmas Way Sarasota, FL 34238 Attention: Mr. Stratton Nicolaides Facsimile: (941) 925-9302 If to the Debtor: Digilog, Inc. 1600 Parkwood Circle Atlanta, GA 30339 Attention: President Facsimile: (770) 693-5951 If to Numerex: Numerex Corp. 1600 Parkwood Circle Atlanta, GA 30339 Attention: President Facsimile: (770) 693-5951 with a copy to: Andrew J. Ryan, Esq. Salisbury & Ryan 1325 Avenue of the Americas New York, NY 10019 Facsimile: (212) 977-4668 B. No Waiver. No delay or failure on the part of the Lender to exercise any right, power or privilege granted under this Agreement or the Note or available at law or in equity, shall impair any such right, power or privilege or be construed as a waiver of any Event of Default or any acquiescence therein. No single or partial exercise of any such right, power or privilege shall preclude the further exercise of such right, power or privilege. No waiver shall be valid against the Lender unless made in writing and signed by the Lender, and then only to the extent expressly specified therein. C. Expenses. Provided that the Lender is in compliance with all of its obligations under this Line of Credit Agreement, the Debtor agrees to pay all of the reasonable costs and expenses incurred by the Lender (including but not limited to the fees and disbursements of its counsel) based upon, arising out of or in any way related to the Lender's relationship with the Debtor or any of the Debtor's affiliates, including but not limited to the enforcement of the Lender's rights under this Agreement, the Note, the Guarantee or the Security and Pledge Agreement. D. Amendments. No provision of this Agreement or the Note may be amended or waived unless in writing and consent to by the Lender. E. Successors and Assigns. The provisions of this Agreement and the Note shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective permitted successors and assigns. The Debtor may not assign or otherwise transfer any of its duties or obligations hereunder or under the Note to any person or entity without the prior written consent of the Lender. The Lender shall have the right to transfer and assign any or all of its obligations and rights hereunder and under the Note to any party without the consent of (but with notice to) the Debtor. F. Governing Law. The provisions hereof shall be governed by and construed in accordance with the laws of the State of Florida without regard to the conflict of law principles thereof. G. CONSENT TO JURISDICTION. THE DEBTOR EXPRESS AND IRREVOCABLY CONSENTS THAT ANY LEGAL ACTION OR PROCEEDING AGAINST IT UNDER, ARISING OUT OF, OR IN ANY MANNER RELATING TO THIS AGREEMENT OR THE NOTE REFERENCED HEREIN SHALL BE BROUGHT IN THE STATE OR DISTRICT COURTS OF THE STATE OF FLORIDA AND THAT SERVICE OF PROCESS MAY BE MADE UPON IT IN ANY SUCH SUIT OR ACTION BY SERVICE OF PROCESS AS PROVIDED BY FLORIDA LAW. THE DEBTOR, BY ITS EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE NOTE, EXPRESSLY AND IRREVOCABLY CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF ANY OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDING AND HEREBY EXPRESSLY AND IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION, CLAIM OR DEFENSE IN ANY SUCH ACTION OR PROCEEDING BASED ON ANY ALLEGED LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS OR ANY SIMILAR BASIS. THE LENDER AND THE DEBTOR AGREE THAT FINAL JUDGMENT IN ANY SUCH CIVIL SUIT OR ACTION SHALL BE CONCLUSIVE AND BINDING UPON IT AND SHALL BE ENFORCEABLE AGAINST IT BY SUIT UPON SUCH JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. H. WAIVER OF JURY TRIAL. THE LENDER AND THE DEBTOR KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE THE RIGHT EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, WHETHER IN CONTRACT OR TORT, AT LAW OR EQUITY, BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE NOTE, THE GUARANTEE, THE SECURITY AND PLEDGE AGREEMENT AND ANY OTHER DOCUMENT OR INSTRUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE LENDER OR THE DEBTOR. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER AGREEING TO ENTER INTO THIS AGREEMENT AND ACQUIRE THE NOTE. FURTHER, THE LENDER AND THE DEBTOR HEREBY CERTIFY THAT NO REPRESENTATIVE OR AGENT OF EITHER OF THEM, NOR THE COUNSEL OF EITHER OF THEM, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. I. WAIVER OF DEMAND. THE DEBTOR HEREBY EXPRESSLY WAIVES ANY PRESENTMENT, DEMAND, PROTEST OR NOTICE IN CONNECTION WITH THIS AGREEMENT OR THE NOTE, AS ANY MAY BE NOW OR HEREAFTER REQUIRED BY APPLICABLE LAW. J. Further Assurances. The Debtor shall promptly cure any defects in the creation, issuance and delivery of this Agreement and the Note. The Debtor shall, at its expense, promptly execute and deliver to the Lender upon request, all such other and further documents, agreements, and instruments in compliance with or accomplishment of the covenants and agreements of the parties hereunder, or to correct any omissions herein or in the Note, or to state more fully the obligations and agreements arising hereunder, or to obtain any consents, all as may be reasonably necessary or appropriate in connection therewith. [signature page follows] IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the undersigned as of the date set forth above. DIGILOG, INC. By: /s/ Michael Marrett ---------------------------------------- Name: Michael Marrett Title: [Executive Vice President NUMEREX CORP. By: /s/ Michael Marrett ---------------------------------------- Name: Michael Marrett Title: Executive Vice President ALETHEA LIMITED PARTNERSHIP By: Jovan, Inc., its General Partner By: /s/ Stratton J. Nicolaides ---------------------------------------- Name: Stratton Nicolaides Title: Chairman EX-99.5 7 g81962exv99w5.txt EX-99.5 SECURITY AND PLEDGE AGMT DATED 3/28/03 Exhibit 99.5 SECURITY AND PLEDGE AGREEMENT This Security Agreement (this "Agreement"), dated as of March 28, 2003, is executed by Numerex Corp., a Pennsylvania corporation ("Numerex") and Digilog, Inc., a Pennsylvania corporation ("Digilog" and together with Numerex, the "Debtors") in favor of Alethea Limited Partnership, a Delaware limited partnership (the "Secured Party"). WHEREAS, Digilog has entered into that certain Line of Credit Agreement dated as of the date hereof with the Secured Party (the "Line of Credit Agreement"), pursuant to which the Secured Party has agreed to make advances to Digilog in accordance with the terms thereof; and WHEREAS, Numerex has given the Secured Party that certain Guarantee dated as of the date hereof, pursuant to which Numerex guarantees the prompt payment and performance of all of Digilog's obligations under the Line of Credit Agreement and the Term Promissory Note issued by Digilog in connection therewith; and WHEREAS, it is a condition to the obligations of the Secured Party under the Line of Credit Agreement that Digilog and Numerex execute and deliver this Security and Pledge Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Debtors hereby agree as follows: Section 1. Security Interest and Pledge. A. Grant of Security Interest. Digilog hereby grants, assigns, transfers, pledges and conveys to the Secured Party a first priority continuing security interest in and to all of the assets of Digilog, in each case whether now owned or hereafter acquired, together with all parts, substitutions, replacements, profits, products and proceeds thereof, as follows: (i) all right, title and interest in and to all of the assets and properties of Digilog of every description whatsoever and wherever located, tangible and intangible, including without limitation (a) all inventory, equipment, machinery, moveable fixtures and goods held for sale or being processed for sale of Digilog, maintained in the conduct of business; (b) all accounts and funds on deposit of Digilog; (c) all receivables of Digilog and all other rights for goods sold or leased or for services rendered; (d) all chattel paper, instruments and documents of Digilog; (e) all general intangibles of Digilog; (f) all personal property of Digilog; and (g) all contract rights, leases and claims of Digilog, including without limitation, all rights under any license, sales, supplier or other agreements or contracts, and all cash and non-cash proceeds of all of the foregoing, including without limitation, all insurance and condemnation proceeds of every type or nature (collectively, the "Digilog Assets"). B. Pledge of Stock. Numerex hereby grants, assigns, transfers, pledges and conveys to the Secured Party a first priority continuing security interest in and to all of the stock of Digilog, whether now owned or hereafter acquired, together with all substitutions, replacements, profits and proceeds thereof, as follows: (i) all right, title and interest in and to all shares of the capital stock of Digilog, now or hereafter owned by Numerex and all proceeds (direct or indirect) of such shares, including without limitation any and all payments, stock rights, stock splits, subscription rights, dividends, distributions, profit allocations, new certificates, new securities, additions, renewals, replacements, amendments or other rights that are now or hereafter declared, issued, paid or distributed or that are now or hereafter payable or distributable with respect to such shares (the "Pledged Shares" and together with the "Digilog Assets", the "Collateral"). Section 2. Secured Liabilities. A. The security interest granted by Digilog hereunder secures the payment and performance of all obligations of Digilog to the Secured Party, whether now existing or hereafter arising however created, evidenced or arising, whether individually or jointly with others, and whether absolute or contingent, direct or indirect, as maker, endorser, guarantor, surety or otherwise, liquidated or unliquidated, matured or unmatured, whether or not secured by other collateral and including, without limitation, all obligations of Digilog to perform or forbear from performing any acts, and all costs of collection including attorneys' fees and costs, whether such collection occurs prior to, during, or after any bankruptcy proceedings are filed by or against Digilog, and further specifically includes all of the obligations arising under the Line of Credit Agreement, as such obligations are represented by the Note (all of which are hereinafter collectively referred to as the "Liabilities"). B. The security interest granted by Numerex hereunder secures (i) the payment and performance of all of the Liabilities, and (ii) the payment and performance of all obligations of Numerex to the Secured Party pursuant to the Guarantee, whether such obligations are now existing or hereafter arising however created, evidenced or arising, whether individually or jointly with others, and whether absolute or contingent, direct or indirect, as maker, endorser, guarantor, surety or otherwise, liquidated or unliquidated, matured or unmatured, whether or not secured by other collateral and including, without limitation, all obligations of Numerex to perform or forbear from performing any acts, and all costs of collection including attorneys' fees and costs, whether such collection occurs prior to, during, or after any bankruptcy proceedings are filed by or against Numerex. Section 3. Representations, Warranties and Covenants. A. Representations, Warranties and Covenants of Digilog. Digilog hereby represents, warrants and covenants as follows regarding itself and the Digilog Assets: (i) This Agreement has been duly authorized, executed and delivered by Digilog and constitutes its valid and binding obligation, enforceable against it in accordance with the terms hereof. (ii) Digilog is, or to the extent that the Digilog Assets will be acquired after the date hereof, will be, the owner of all of the Digilog Assets, free from any adverse lien, security interest or encumbrances, and Digilog, at its own expense, will defend the Digilog Assets against all claims and demands of all other persons at any time claiming any of the Digilog Assets or an interest therein. (iii) Digilog has not executed any other security agreement or other agreement with respect to any of the Digilog Assets and has not heretofore given or contracted to give, nor will it hereafter give, authorize or permit to exist, any security interest of any kind on any of the Digilog Assets to anyone except the Secured Party. (iv) There is no financing statement or other notice of security interest now on file in any public office covering any of the Digilog Assets, or which is intended to cover the Digilog Assets, or in which Digilog is named or signs as a debtor, and so long as any amount remains unpaid on any of the Liabilities, or any credit from the Secured Party to Digilog under the Line of Credit Agreement is in use by or available to it, Digilog will not execute or authorize the filing of, and there will not be on file in any public office, any financing statement or statements or other notice of security interest except for the financing statement(s) to be filed in respect of and for the security interest of the Secured Party granted or provided for herein. (v) Upon request of the Secured Party, Digilog will stamp on its records concerning the Collateral, a notation of the security interest of the Secured Party hereunder, which notation shall be satisfactory to the Secured Party in both form and content. (vi) Digilog will promptly notify the Secured Party of any change in the location of the Digilog Assets. (vii) Digilog will immediately give written notice to the Secured Party of (a) any change in the principal place of business, chief executive office or state of formation or incorporation of Digilog, (b) any change in Digilog's name, or (c) any merger, consolidation or other reorganization involving Digilog or the Digilog Assets. (viii) Any and all records concerning the Digilog Assets will be kept at the Principal Address of Digilog as indicated in Exhibit A hereto. The Secured Party or its designee may inspect or audit such records, and make copies and abstracts thereof, at any time, and upon request of the Secured Party, Digilog will deliver to it all such records and furnish duly verified copies of summaries thereof in form and content satisfactory to the Secured Party. Further, upon request of the Secured Party, Digilog will furnish to the Secured Party such information concerning itself and the Digilog Assets as the Secured Party may from time to time request. Digilog will not remove all or any part of such records from the locations indicated below, nor will it keep any records concerning any Digilog Asset owned by it at any other location, without the prior written consent of the Secured Party. (ix) Upon request of the Secured Party, Digilog will promptly do all acts and things, and will execute and file all instruments (including security agreement, financing statements, amendments, statements of change, etc.) deemed necessary by the Secured Party under applicable law to establish, maintain and continue the Secured Party's perfected security interest in the Digilog Assets, and will pay all costs and expenses of filing and recording or promptly reimburse the Secured Party therefor if such costs and/or expenses are incurred by the Secured Party, including the costs of any searches deemed necessary by it to establish, determine or maintain the validity and the priority of its security interest, and pay or otherwise satisfy all other claims and charges which in the opinion of the Secured Party might prejudice, imperil or otherwise affect any of the Digilog Assets or the Secured Party's security interest therein. (x) All records and other information with respect to the Digilog Assets at any time heretofore or hereafter furnished by Digilog to the Secured Party is and will be true and correct as of the date furnished. (xi) Digilog will pay promptly pay, or cause to be promptly paid, when due, all taxes, assessments and other charges levied or assessed upon any of the Digilog Assets. (xii) After the occurrence and during the continuance of an Event of Default and after notice from the Secured Party, Digilog will forthwith, upon receipt, transmit and deliver to the Secured Party, for its benefit, in the form received, all cash, checks, drafts, items, chattel paper and other instruments to writing for the payment of money (properly endorsed, where required, so that such items may be collected by the Secured Party) which may be received by Digilog at any time in full or partial payment or otherwise as proceeds of any of the Digilog Assets. After such notice from the Secured Party, Digilog will hold all such items it may receive in express trust for the Secured Party until delivery is made to the Secured Party. (xiii) To the extent permitted by applicable law, Digilog hereby waives the right to redeem any of the Digilog Assets and to object to any proposal by the Secured Party to retain any of the Digilog Assets in satisfaction of any of the Liabilities. (xiv) To the extent permitted by applicable law, Digilog hereby waives any right to obtain injunctive or other relief relative to the Secured Party's sale or other disposition of the Digilog Assets provided to it for any purpose by any person or entity. Digilog further agrees to execute such documents and instruments and do all other acts or things or cause such documents to be executed or things to be done, as the Secured Party may reasonably request in order to properly take and perfect the Secured Party's security interest or lien in any additional property or assets resulting from such disposition. B. Representations, Warranties and Covenants of Numerex. Numerex hereby represents, warrants and covenants as follows regarding itself and the Pledged Shares: (i) This Agreement has been duly authorized, executed and delivered by Numerex and constitutes its valid and binding obligation, enforceable against it in accordance with the terms hereof. (ii) Numerex is, or to the extent that the Pledged Shares will be acquired after the date hereof, will be, the owner of the Pledged Shares, free from any adverse lien, security interest or encumbrances, and Numerex, at its own expense, will defend the Pledged Shares against all claims and demands of all other persons at any time claiming the Pledged Shares or an interest therein. (iii) Numerex has not executed any other security agreement or other agreement with respect to the Pledged Shares and has not heretofore given or contracted to give, nor will it hereafter give, authorize or permit to exist, any security interest of any kind on the Pledged Shares to anyone except the Secured Party. (iv) Simultaneously with the execution and delivery hereof, Numerex will deliver to the Secured Party all original certificates evidencing the Pledged Shares, free and clear of all liens, claims and encumbrances, duly endorsed for transfer or accompanied by stock powers executed in blank or other instrument of assignment and transfer, on the face of each of which shall appear a restrictive legend indicating that such certificate is subject to the terms and conditions hereof; and at all times after the date hereof, immediately upon its receipt thereof, Numerex will deliver to the Secured Party, all further certificates, documents and other instruments evidencing any of the Pledged Shares (including Collateral obtained in substitution, exchange or liquidation thereof). (v) Numerex shall not vote any of the Pledged Shares to approve the issuance of any additional shares of capital stock of Digilog, or any options, warrants or rights therefor, or to approve any other measure conflicting with the provisions of this Agreement, the Guarantee, the Line of Credit Agreement or the Note. (vi) Numerex shall not attempt to sell, transfer, pledge, hypothecate, grant any security interest in or otherwise dispose of the Pledged Shares to any other person or entity without the prior written consent of the Secured Party, which consent will not be unreasonably withheld or delayed. (vii) Numerex shall furnish to the Secured Party a copy of any notices or communications received by it from Digilog as stockholder thereof. (viii) In the event that, during the term hereof, Digilog shall undertake a stock split, reverse stock split, reorganization, recapitalization, merger, combination, share exchange or any other transaction affecting the Pledged Shares, Numerex shall cause the Secured Party to receive, upon surrender of the certificates representing the original Pledged Shares, such securities, assets, rights or other consideration as a holder of the Pledged Shares would receive upon the consummation of such transaction pursuant to the terms thereof, and the Secured Party shall hold same as Collateral hereunder. (ix) Appropriate notation of the pledge of the Pledged Shares has been recorded on the stock ledger of Digilog. Numerex agrees that, unless and until an Event of Default shall occur under the Line of Credit Agreement, Digilog is entitled to declare and pay dividends or make distributions in respect of its shares, and Numerex shall have the right to retain such dividends or distributions and use the proceeds thereof as it shall deem appropriate, provided that the Secured Party shall retain a security interest in such dividends, distributions and proceeds. (x) All records and other information with respect to the Pledged Shares at any time heretofore or hereafter furnished by Numerex to the Secured Party is and will be true and correct as of the date furnished. (xii) After the occurrence and during the continuance of an Event of Default and after notice from the Secured Party, Numerex will forthwith, upon receipt, transmit and deliver to the Secured Party, for its benefit, in the form received, all cash, checks, drafts, items, chattel paper and other instruments to writing for the payment of money (properly endorsed, where required, so that such items may be collected by the Secured Party) which may be received by Numerex at any time in full or partial payment or otherwise as proceeds of any of the Pledged Shares. After such notice from the Secured Party, Numerex will hold all such items it may receive in express trust for the Secured Party until delivery is made to the Secured Party. (xiii) To the extent permitted by applicable law, Numerex hereby waives the right to redeem any of the Pledged Shares and to object to any proposal by the Secured Party to retain any of the Pledged Shares in satisfaction of any of the Liabilities. (xiv) To the extent permitted by applicable law, Numerex hereby waives any right to obtain injunctive or other relief relative to the Secured Party's sale or other disposition of the Pledged Shares. Numerex further agrees to execute such documents and instruments and do all other acts or things or cause such documents to be executed or things to be done, as the Secured Party may reasonably request in order to properly take and perfect the Secured Party's security interest or lien in any additional property or assets resulting from such disposition. Section 4. Covenants and Agreements Applicable to Insurance. If requested by the Secured Party, Digilog will keep any of the Digilog Assets insured against fire, damage, theft, business interruption and such other risks as the Secured Party may require. Such insurance will be in such amounts, with such companies, for such periods of time, and in such form as shall be satisfactory to the Secured Party. Any and all such insurance policies are to be made payable to the Secured Party in the event of loss, under a standard non-contributory "mortgages", "Secured Party's", or "secured party" clause and shall contain a breach of warranty provision acceptable to the Secured Party which shall establish the Secured Party's right to be paid the insurance proceeds irrespective of any action, inaction, breach of warranty or conditions, or negligence of Digilog or any other person or entity with respect to such policies. All such insurance policies shall contain such other provisions as the Secured Party may require in order to protect its interests in the Digilog Assets and to any payments to be made under such policies. All such policies shall provide for a minimum of thirty (30) days' written notice to the Secured Party prior to cancellation. Digilog hereby appoints the Secured Party as its attorney-in-fact, to file claims under any such insurance policies, to receive, receipt and give acquittance for any payments that may be payable to Digilog thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies, which power of attorney shall be deemed coupled with an interest and irrevocable so long as the Secured Party shall have a security interest in any of the Digilog Assets pursuant to this Agreement. If Digilog shall fail to procure such insurance so requested or to pay any premium with respect thereto, then the Secured Party may, at its discretion, procure such insurance or pay such premium, and any costs so incurred by the Secured Party shall constitute a part of the Liabilities secured hereby. The Secured Party may apply the proceeds of any such insurance policy received by it to the payment of any Liabilities, whether due or not due, in such order of application as the Secured Party shall determine. Digilog shall promptly furnish the Secured Party with certificates or other evidence satisfactory to it indicating compliance with the foregoing insurance requirements. Section 5. Power of Attorney. Digilog agrees that, in order to protect the Secured Party's rights hereunder, Digilog hereby constitutes any officer or employee of the Secured Party as its true and lawful attorney-in-fact with full power of substitution: A. to endorse or sign the name of Digilog upon any invoice, freight or express bill or bill of lading relating to any Digilog Assets covered hereby; B. to endorse or sign the name of Digilog upon drafts against account debtors assignments and verifications of accounts, and notices to account debtors; C. to endorse or sign the name of Digilog upon any and every remittance or instrument of payment, including checks, drafts, and money orders, and in whatever form received; D. to notify the post office authorities to change the address for delivery of Digilog's mail to an address designated by the Secured Party; E. to receive, open and dispose of all mail addressed to Digilog; and F. to do and perform all other acts and things necessary, proper and requisite to carry out the intent of this Agreement. The power herein granted shall be deemed to be coupled with an interest and may not be revoked by Digilog until all of the Liabilities have been paid in full, including all expenses payable. Section 6. Use of Collateral. Until an Event of Default shall have occurred, the Debtors may, unless otherwise provided in this Agreement, at their own expense, sell, lease, furnish under contract of service, use, consume, administer, manage and otherwise deal with any of the respective Collateral owned by it in the ordinary course of business consistent with such Debtor's business practices. Section 7. Performance of the Debtors' Obligations. The Secured Party may from time to time, at its sole discretion, perform any agreement of either Debtor hereunder which such Debtor shall fail to perform and take any other action that the Secured Party deems necessary for the maintenance or preservation of any of the Collateral or its interest therein (including, without limitation, the discharge of taxes or liens of any kind against the Collateral), and each of the Debtors agrees to promptly reimburse the Secured Party, on demand, for all expenses incurred in connection with the foregoing, together with interest thereon at the rate 18% per annum, or at the highest rate permitted by law, whichever is less, from the date incurred until the date of reimbursement. Section 8. Events of Default. An "Event of Default" shall occur hereunder upon any breach of any provision of the Line of Credit Agreement, the Note, the Guarantee, this Agreement or any breach of any other obligation of either of the Debtors to the Secured Party. Section 9. Remedies Upon Default. If an Event of Default shall occur, then the Secured Party shall have the following rights and powers, any or all of which it may undertake or exercise without any notice to the Debtors: A. to enter the premises upon which any of the Digilog Assets are located through any Secured Party's employees, agents or representatives and, without legal process, take exclusive possession thereof and the records relating thereto; B. to require Digilog to assemble the Digilog Assets and the records relating thereto, upon the Secured Party's demand, at Digilog's expense, and make it available to the Secured Party at a place designated by it which is reasonably convenient for it and Digilog; C. to sell the Collateral at public or private sale and at any private sale as permitted by law. Such sale shall result in the sale, conveyance and disposition of all right, title, and interest of the applicable Debtor in all or any part of the Collateral which is the subject of such a disposition. The Secured Party is authorized as attorney-in-fact for each of the Debtors to sign and execute and bill of sale, transfer, conveyance, stock powers or other instrument in writing that may be necessary or desirable to effectuate any such disposition of the respective Collateral owned by it; D. to collect and retain, by legal proceedings or otherwise all dividends, distributions, interest, principal payments and other sums now or hereafter payable upon or on account of the Pledged Shares, whether payable in cash or in kind; E. to exercise all voting powers pertaining to any and all of the Pledged Shares (and give proxies and written consents in lieu of voting thereon) as the Secured Party, in its sole discretion, shall determine; F. to enter into any renewal, modification, extension, substitution, reorganization, deposit, merger or consolidation agreement or any agreement in any way relating to or affecting the Collateral, and in connection therewith may deposit or surrender control of the Collateral thereunder, accept other property in exchange for such Collateral and do and perform such acts and things as it may deem proper, and any money or property received in exchange for such Collateral or otherwise may be either applied to indebtedness due under the Note or held by the Secured Party as Collateral pursuant to the provisions hereof in a non-interest bearing or cash collateral account; G. to make any compromise, settlement or release the Secured Party deems desirable or proper with reference to the Collateral; H. to insure, process and preserve the Collateral; I. to cause the Collateral to be transferred to its name or to the name of its nominee; J. to exercise as to such Collateral all of the rights, powers and remedies of an owner; K. to perform any obligation of either of the Debtors hereunder; L. to seek satisfaction from Numerex of any of the outstanding Liabilities pursuant to the terms of the Guarantee; and M. to exercise all other rights of a secured party under the UCC (as defined below) and all other rights under law and at equity, all of which shall be cumulative. Section 10. Notice of Intended Disposition. If any notification of intended disposition of any Collateral is required by law, reasonable notification shall be deemed given if written notice is deposited in the U.S. Mail, first class or certified postage prepaid, addressed to the applicable Debtor and such other persons or entities as the Secured Party deems to be appropriate, stating the time and place of any public sale or the time after which any private sale or disposition is to be made, at least five (5) days prior thereto. Section 11. Proceeds of Disposition. A. The proceeds of any disposition of the Collateral shall be applied in the following order: (i) first, to pay all costs and expenses associated with the retaking, holding, preparation and disposition of the Collateral on behalf of the Secured Party; (ii) then, to pay attorneys' fees and any other applicable costs or expenses owed by either of the Debtors to the Secured Party under this Agreement, the Guarantee, the Line of Credit Agreement or under the Note; (iii) next, to pay all accrued but unpaid interest accrued upon the Liabilities in such order as the Secured Party may determine at its discretion; and (iv) finally, to all unpaid principal outstanding under the Liabilities, whether or not due and payable, in such order as the Secured Party may determine at its sole discretion. Any remaining surplus shall be paid to the applicable Debtor or otherwise in accordance with law. If the proceeds of such disposition are insufficient to pay the Liabilities in full, Digilog, Numerex and all other persons or entities liable thereon shall remain fully obligated to the Secured Party for the unpaid balance thereof. Section 12. Security Interest Absolute. This Agreement and the lien, security interest and security title conveyed hereunder shall remain in full force and effect without regard to, and shall not be released, suspended, terminated, modified or otherwise affected by any circumstance or occurrence whatsoever, including without limitation any of the following (whether or not the Debtors consent thereto or have notice thereof): A. any change in or waiver of the time, place or manner of payment, or any other term, of the Line of Credit Agreement, the Note or the Guarantee or any waiver of or any renewal, extension, increase, amendment or modification of or addition or supplement to or deletion from, or any other action or inaction under or in respect of, the Line of Credit Agreement, the Note or the Guarantee or any other document, instrument or agreement referred to therein or any assignment or transfer of the any rights or obligations under Line of Credit Agreement, the Note or the Guarantee; B. any bankruptcy, insolvency, liquidation or other like proceeding or occurrence relating to the Secured Party or either Debtor; C. any failure of the Secured Party to exercise any right or remedy against any person or entity other than Debtors; D. any other act or failure to act by the Secured Party which may adversely affect either Debtor; or E. any other circumstance which might otherwise constitute a defense against, or a legal or equitable discharge of, the Debtors' liability under this Agreement, the Line of Credit Agreement, the Note or the Guarantee, or the Secured Party's lien, security interest or security title hereunder. Section 13. Miscellaneous. A. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral in its possession if it takes such action for that purpose as either of the Debtors reasonably requests in writing, but failure of the Secured Party to comply with any such request shall not of itself be deemed a failure to exercise reasonable care, and no failure of the Secured Party to preserve or protect any rights with respect to such Collateral against prior parties, or to do any act with respect to the preservation of such Collateral not so requested by the Debtors, shall be deemed a failure to exercise reasonable care in the custody or preservation of such Collateral. B. No delay or failure on the part of the Secured Party in exercising any right, power or privilege under this Agreement or other instruments or agreements executed in connection with or pursuant to this Agreement, or any of the Liabilities shall impair any such right, power or privilege or be construed as a waiver of any default or any acquiescence therein. No single or partial exercise of any such right, power or privilege shall preclude the further exercise of such right, power or privilege, or the exercise of any other right, power or privilege. No waiver shall be valid against the Secured Party unless made in writing and signed by it, and then only to the extent expressly specified therein. All remedies provided herein or pursuant to this Agreement or any of the Liabilities and all remedies otherwise afforded to the Secured Party by law or at equity shall be cumulative and shall be available to the Secured Party, from time to time, until all the Liabilities has been fully satisfied. C. Each of the Debtors waives all notices of acceptance, presentment, protest, acceleration and of dishonor or non-payment. Each of the Debtors further waives any right that it may have, by statute or otherwise, to require that the Secured Party seek recourse first against any other person or entity prior to enforcing the Secured Party's lien, security interest and security title under this Agreement. Each of the Debtors further consents and agrees that, without notice to or consent by the Debtor and without affecting or impairing this Agreement and the lien, security interest and security title granted hereunder, the Secured Party may compromise or settle, or may waive, amend or supplement in any manner the provisions of the Line of Credit Agreement, the Note, the Guarantee or any other document, instrument or agreement relating thereto (other than this Agreement). Each of the Debtors expressly waives any and all rights of subrogation, reimbursement, indemnity or contribution and any other claim which it may now or hereafter have against any other person or entity arising from the existence, performance or enforcement of this Agreement or by or against the Debtors or with respect to any of the Collateral. D. This Agreement may be executed simultaneously in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one agreement. E. This Agreement shall in all respects be construed in accordance with and governed by the laws of the state of Florida, without regard to the conflicts of laws principal thereof. F. The captions of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part hereof or used in construing the intent of the parties. G. All words and terms used in this Agreement (and in any financing statements or other documents filed of record evidence the security interest granted hereby) other than those specifically defined herein shall be deemed to have the meanings accorded to them in the Uniform Commercial Code as then in effect in the State of Florida, as the same may be amended from time to time (the "UCC"). H. If any part of any provision of this Agreement shall be invalid or unenforceable under applicable law, said part shall be ineffective to the extent of such invalidity only, without in any way effecting the remaining parts of said provision or the remaining provisions. I. This Agreement shall not be modified or amended except in writing signed by the party to be bound. J. All representations made by the Debtors in connection herewith shall survive the execution and delivery of this Agreement, the Line of Credit Agreement, the Note and the Guarantee and any and all other agreements, documents and writings relating to or arising out of any of the foregoing or any of the Liabilities. K. This Agreement shall bind and inure to the benefit of the parties, their successors, legal representatives, heirs and, where permitted, assigns. L. All notices or communications to be delivered hereunder shall be given to the Debtors at the addresses set forth under the caption "Principal Address" in Exhibit A hereto, and shall be given to the Secured Party at its address set forth under the caption "Address of Secured Party" in Exhibit A hereto. M. Unless otherwise specifically provided herein to the contrary, all written notices and communications shall be delivered by facsimile, email, hand, overnight courier service, or mailed by first class mail, postage prepaid, addressed to the parties hereto at the addresses referred to above in subsection (K) or to such other addresses as any party may designate to the other party by a written notice given in accordance with the provisions hereof. Any written notice delivered by facsimile or email shall be deemed given upon receipt of confirmation of transmission. Any notice delivered by hand or by overnight courier service shall be deemed given or received upon receipt. Any written notice delivered by U.S. Mail shall be deemed given or received on the fifth (5th) Business Day after being deposited in the U.S. Mail. N. Capitalized terms used but not defined herein (including, without limitation, the descriptions of the Collateral in Section 1 hereof) shall have the meanings given to them in the UCC or the Line of Credit Agreement, as the case may be. O. CONSENT TO JURISDICTION. EACH OF THE DEBTORS EXPRESSLY AND IRREVOCABLY CONSENTS THAT ANY LEGAL ACTION OR PROCEEDING AGAINST IT UNDER, ARISING OUT OF, OR IN ANY MANNER RELATING TO THIS NOTE SHALL BE BROUGHT IN THE STATE OR DISTRICT COURTS OF THE STATE OF FLORIDA, AND THAT SERVICE OF PROCESS MAY BE MADE UPON IT IN ANY SUCH SUIT OR ACTION BY SERVICE OF PROCESS AS PROVIDED BY FLORIDA LAW. EACH OF THE DEBTORS, BY ITS EXECUTION AND DELIVERY OF THIS AGREEMENT, EXPRESSLY AND IRREVOCABLY CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF ANY OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDING AND HEREBY EXPRESSLY AND IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION, CLAIM OR DEFENSE IN ANY SUCH ACTION OR PROCEEDING BASED ON ANY ALLEGED LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS OR ANY SIMILAR BASIS. THE DEBTORS AND THE SECURED PARTY AGREE THAT FINAL JUDGMENT IN ANY SUCH CIVIL SUIT OR ACTION SHALL BE CONCLUSIVE AND BINDING UPON IT AND SHALL BE ENFORCEABLE AGAINST IT BY SUIT UPON SUCH JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. P. JURY WAIVER. EACH OF THE DEBTORS AND THE SECURED PARTY HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT ANY OF THE PARTIES MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE LINE OF CREDIT AGREEMENT, THE NOTE, THE GUARANTEE, THE COLLATERAL, THE LIABILITIES SECURED HEREBY AND ANY OTHER DOCUMENT OR INSTRUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE SECURED PARTY ENTERING INTO THIS AGREEMENT. FURTHER, EACH OF THE DEBTORS HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE SECURED PARTY, NOR ANY OF THE SECURED PARTY'S COUNSEL, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE SECURED PARTY WOULD NOT, IN THE EVEN OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISIONS. NO REPRESENTATIVE OR AGENT OF THE SECURED PARTY NOR THE SECURED PARTY'S COUNSEL, HAS THE AUTHORITY TO WAIVE, CONDITION, OR MODIFY THIS PROVISION. [signatures on next page] IN WITNESS WHEREOF, this Agreement has been signed and delivered by the Debtors on this ___ day of March, 2003. DEBTORS: NUMEREX CORP. By: /s/ Michael Marrett _____________________________________ Name: Michael Marrett Title: Executive Vice President DIGILOG, INC. By: /s/ Michael Marrett _____________________________________ Name: Michael Marrett Title: Executive Vice President EXHIBIT A Principal Address of Numerex: 1600 Parkway Circle Suite 200 Atlanta, GA 30339 Principal Address of Digilog: Digilog, Inc. 2360 Maryland Road Willow Grove, PA 19090 Address of Secured Party: Alethea Limited Partnership 4193 Las Palmas Way Sarasota, FL 34238 Attention: Mr. Stratton Nicolaides EX-99.6 8 g81962exv99w6.txt EX-99.6 TERM PROMISSORY NOTE DATED 3/28/03 Exhibit 99.6 TERM PROMISSORY NOTE Up to U.S.$1,000,000 March 28, 2003 FOR VALUE RECEIVED, the undersigned, DIGILOG, INC., a Pennsylvania corporation ("Debtor"), hereby promises to pay to the order of Alethea Limited Partnership, a Delaware limited partnership with an address located at 4193 Las Palmas Way, Sarasota, Florida 34238 (together with any subsequent holder hereof, the "Holder"), the principal sum of up to ONE MILLION and NO/100 UNITED STATES DOLLARS (U.S.$1,000,000) and in such exact aggregate amount as shall be advanced by Holder and notated on Schedule A attached hereto, together with interest accrued on the principal amount outstanding from time to time under this Term Promissory Note (the "Note"). This Note is issued pursuant to, and is the Note referred to, in that certain Line of Credit Agreement dated of even date herewith by and between Debtor and Holder (the "Line of Credit Agreement"), and is entitled to all of the benefits, and subject to all of the terms and conditions, contained therein. By this reference to the Line of Credit Agreement, all of such terms and conditions shall be deemed incorporated hereby as if set forth in full herein. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Line of Credit Agreement. Interest shall accrue and be payable under this Note at such times and at such rate as are set forth in the Line of Credit Agreement. All principal sums outstanding hereunder, together with all interest accrued and unpaid in respect thereof, shall be due and payable in full on the first anniversary of the date hereof (the "Maturity Date") except to the extent accelerated pursuant to the terms of the Line of Credit Agreement. All advances and repayments hereunder shall be made in lawful money of the United States of America in immediately available funds to an account indicated by the applicable party. As further described in the Line of Credit Agreement, Holder shall be responsible for notating on Schedule A hereto the amounts of each advance and repayment of funds made hereupon, and the dates thereof, which amounts shall be conclusive in the absence of manifest error. The obligations represented by this Note shall be (1) guaranteed pursuant to the terms of a certain Guarantee in the form of Exhibit B to the Line of Credit Agreement, given as of the date hereof by Numerex Corp. to the Lender, and (2) secured pursuant to the terms of a certain Security and Pledge Agreement entered into as of the date hereof between Debtor, Holder and Numerex Corp., in the form of Exhibit C to the Line of Credit Agreement. The Line of Credit Agreement contains, among other things, provisions specifying all events of default, acceleration of balances due and restrictions on repayments hereunder. Failure to pay this Note promptly when due shall entitle Holder to exercise any remedies specified in the Line of Credit Agreement, the Guarantee, the Security and Pledge Agreement, or that may be otherwise available at law or in equity. Debtor agrees to save and hold Holder harmless against all liabilities, costs and expenses (including attorneys' fees) incurred in connection with the enforcement of Holder's rights under this Note or the Line of Credit Agreement. No provision of this Note may be amended or waived unless in writing and consent to by Holder. Debtor may not assign or otherwise transfer any of its obligations under this Note. This Note may be assigned by Holder to any person without the prior written consent of Debtor. This Note shall be governed by and construed in accordance with the laws of the State of Florida without regard to the conflict of law principles thereof. DEBTOR EXPRESS AND IRREVOCABLY CONSENTS THAT ANY LEGAL ACTION OR PROCEEDING AGAINST IT UNDER, ARISING OUT OF, OR IN ANY MANNER RELATING TO THIS NOTE SHALL BE BROUGHT IN THE STATE OR DISTRICT COURTS OF THE STATE OF FLORIDA, AND THAT SERVICE OF PROCESS MAY BE MADE UPON IT IN ANY SUCH SUIT OR ACTION BY SERVICE OF PROCESS AS PROVIDED BY FLORIDA LAW. DEBTOR, BY ITS EXECUTION AND DELIVERY OF THIS NOTE, EXPRESSLY AND IRREVOCABLY CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF ANY OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDING AND HEREBY EXPRESSLY AND IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION, CLAIM OR DEFENSE IN ANY SUCH ACTION OR PROCEEDING BASED ON ANY ALLEGED LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS OR ANY SIMILAR BASIS. EACH OF HOLDER AND DEBTOR AGREES THAT FINAL JUDGMENT IN ANY SUCH CIVIL SUIT OR ACTION SHALL BE CONCLUSIVE AND BINDING UPON IT AND SHALL BE ENFORCEABLE AGAINST IT BY SUIT UPON SUCH JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. HOLDER AND DEBTOR KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE THE RIGHT EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, WHETHER IN CONTRACT OR TORT, AT LAW OR EQUITY, BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE. THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER AGREEING TO ACQUIRE THIS NOTE. FURTHER, HOLDER AND DEBTOR EACH HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER OF THEM, NOR THEIR RESPECTIVE COUNSEL, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. DEBTOR HEREBY EXPRESSLY WAIVES ANY PRESENTMENT, DEMAND, PROTEST OR NOTICE IN CONNECTION WITH THIS NOTE, AS ANY MAY BE NOW OR HEREAFTER REQUIRED BY APPLICABLE LAW. IN WITNESS WHEREOF, this Note has been duly executed and delivered by the undersigned. DIGILOG, INC. By: /s/ Michael Marrett ------------------------------------- Name: Michael Marrett Title: Vice President SCHEDULE A

Type of Transaction Date of Amount of Net Total Principal (Advance or Repayment) Transaction Transaction ($) Outstanding ($) - ---------------------- ----------- --------------- --------------- ____________________ __________ $______________ $============== ____________________ __________ $______________ $============== ____________________ __________ $______________ $============== ____________________ __________ $______________ $============== ____________________ __________ $______________ $============== ____________________ __________ $______________ $============== ____________________ __________ $______________ $==============

EX-99.7 9 g81962exv99w7.txt EX-99.7 GUARANTEE DATED 3/28/03 Exhibit 99.7 GUARANTEE In consideration of, and in order to induce Alethea Limited Partnership, a Delaware limited partnership (the "Lender") to enter into the Line of Credit Agreement dated as of the date hereof (the "Line of Credit Agreement") with Digilog, Inc. ("Digilog") and Numerex Corp. ("Guarantor"), and to advance monies to Digilog in accordance with the terms thereof, the Guarantor, being the parent of Digilog, guarantees the full and prompt payment and performance of all of the obligations of Digilog to the Lender, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising (the "Obligations"), which are incurred by Digilog pursuant to (a) the Line of Credit Agreement, (b) the Term Promissory Note dated as of the date hereof and issued by Digilog to the Lender pursuant to the Line of Credit Agreement (the "Note"), and (c) the Security and Pledge Agreement dated of the date hereof, among Digilog, the Guarantor and the Lender (the "Security and Pledge Agreement"), or otherwise. This Guarantee is one of payment and not of collectability. The liability of the Guarantor hereunder shall be unlimited and shall continue, regardless of the payment, reduction, creation, or any change in the amount of Obligations, and this Guarantee shall not be terminated by the absence, from time to time, of indebtedness under the Line of Credit Agreement or the Note being guaranteed hereby, but shall apply equally to all new indebtedness thereafter created under the Line of Credit Agreement, the Note or the Security and Pledge Agreement. The Guarantor waives presentment, protest, notice of acceptance of this Guarantee, notice of any advances made, extensions granted, or other action taken in reliance hereon and all demands and notices of every kind in connection with this Guarantee or the Obligations hereby guaranteed; assents to any renewal, extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral, and/or to the addition or release of any other person primarily or secondarily liable; and it agrees to the provisions of the Line of Credit Agreement, the Note and/or other paper evidencing the Obligations hereby guaranteed. The Guarantor waives any claim or other right now existing or hereafter acquired against Digilog, or any other party, that arises from the performance of Guarantor's obligations under this Guarantee, including, without limitation, any right of reimbursement, recourse, subrogation, indemnity, exoneration, as well as any rights or remedies relating to any collateral security which the lender now has or hereafter may acquire under the Security and Pledge Agreement or otherwise. It is agreed that the Lender may, upon any breach or default of Digilog under the Line of Credit Agreement, the Note or the Security and Pledge Agreement, or at any time thereafter, make demand upon the Guarantor, and receive payment and performance of the Obligations, with or without notice or demand for payment or performance on Digilog. This Guarantee shall inure to the benefit of the Lender and its successors and assigns and shall be binding upon the Guarantor and the successors and permitted assigns and/or other legal representatives of the Guarantor. The Guarantor agrees to indemnify the Lender and hold it harmless from and against all loss and expense, including legal fees, suffered or incurred by the Lender as a result of claims to compel the return of any payment received by the Lender from Digilog, or transfers for the Lender's account or collateral, with respect to the Obligations of Digilog guaranteed herein. The Obligations of Digilog guaranteed herein shall be automatically reinstated if and to the extent the Lender is compelled to return any payment by or on behalf of Digilog, and the Guarantor agrees to remain liable for such Obligations even though this Guarantee may have been terminated and/or the agreements evidencing the debt canceled, together with all costs, expenses and reasonable attorneys' fees incurred in connection with the enforcement of this Guarantee. The Guarantor agrees to pay all of the Lender's costs and expenses, including attorneys' fees and legal expenses incurred in connection with the enforcement of this Guarantee. This Guarantee binds the undersigned by the sole fact, that it bears the undersigned's signature. This Guarantee can be altered only by a document or letter signed by the duly authorized representatives of each of the Lender and the Guarantor. The Guarantor waives all rights to invoke any condition, promise, or representation made by anyone which might have the effect of invalidating this Guarantee or of limiting its interests. No failure or delay on the part of the Lender in exercising any right, power, or privilege hereunder and no course of dealing between the Lender and the Guarantor shall operate as a waiver of such right, power or privilege. The Obligations of the Guarantor under this Guarantee shall continue in full force and effect until the payment, observance and performance in full of the Obligations. This Guarantee and the rights and obligations of the Guarantor hereunder shall be construed in accordance with the laws of the State of Florida without giving effect to the conflict of laws rules. This Guarantee may be signed in counterparts, each of which shall be deemed to be an original. Any judicial proceeding brought against the Guarantor with respect to this Guarantee may be brought in the courts of the State of Florida, and by execution and delivery of this Guarantee, the Guarantor (i) accepts, generally and unconditionally, the nonexclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Guarantee and (ii) irrevocably waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought in such courts or that any such court is an inconvenient forum. Nothing herein shall affect the right of the Lender to bring proceedings against the Guarantor in the courts of any other jurisdiction. The Guarantor hereby consents to service of process in any suit, action or other proceeding arising out of the transactions contemplated hereby, and hereby irrevocably appoints the Florida office of CT Corporation as its attorney-in-fact for the purpose of receiving service of process in any action, suit, or proceeding in any of such courts. THE GUARANTOR AND THE LENDER EACH HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS GUARANTEE, AND EACH HEREBY AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be executed as of this ___ day of March, 2003. Guarantor: NUMEREX CORP. By: /s/ Michael Marrett ---------------------------------------- Name: Michael Marrett Title: Executive Vice President STATE OF GEORGIA___________) ) ss: COUNTY OF FULTON___________) On this ___ day of March, 2003, before me, ________________________, the undersigned officer, personally appeared, ___________________________ who acknowledged him/herself to be the _________________________ of Numerex Corp., and that he/she, being duly authorized so to do, executed the foregoing instrument for the purposes therein contained, and who duly acknowledged the execution of the same to be his/her free act and deed individually and as such officer, and the free act and deed of said corporation for the purposes therein contained, by signing the name of the corporation by him/herself as such officer. IN WITNESS WHEREOF, I hereunto set my hand. _____________________________________ Notary Public My Commission Expires: ____________________ EX-99.8 10 g81962exv99w8.txt EX-99.8 PRESS RELEASE ISSUED 3/31/03 Exhibit 99.8 Numerex Purchases Cingular Interest in Cellemetry LLC Includes the Buy-Back of 625,000 Shares of Numerex Common Stock In Conjunction With Purchase of Cingular 40% Minority Interest ATLANTA, March 31 /PRNewswire-FirstCall/ -- Numerex Corp. (Nasdaq: NMRX) today announced the purchase of Cingular's 40% interest in Cellemetry LLC, a joint venture formed in 1998, and the 625,000 shares of Numerex common stock owned by Cingular for $5 million. The Company issued a secured note for $5 million payable through December 15, 2004 in three payments beginning in December 15, 2003 with interest accruing at 8%. The transaction gives Numerex full ownership of Cellemetry LLC and its subsidiary, Uplink Security Inc., while simultaneously reducing Numerex's shares outstanding by 5.5%. "The Cingular transaction clearly underscores our belief in the future of our wireless data business and the viability of our recurring revenue financial model," said Stratton Nicolaides, chairman and CEO of Numerex. "We have set our strategic course with a clear-cut mission of growing our wireless telemetry business with a focus on our direct market drivers, such as Uplink(SM) Security and MobileGuardian(TM). We believe that our end-to-end wireless solutions combined with the network connections added by our value- added resellers and strategic partners, provides Numerex an optimal path to bring real value back into the Company's stock, despite the difficult economic environment. Cingular has been supportive and constructive throughout this several-month negotiating process, and we look forward to continuing our long- standing relationship." The Company is currently seeking to raise capital sufficient to meet its obligations, both for general operational purposes and to meet the agreed upon payment schedule contained in the Cingular transaction. Numerex has secured a line of credit from Alethea Limited Partnership, a company affiliated with its chairman and CEO, Stratton Nicolaides. Alethea has agreed to extend a $1 million line of credit for a period of one year, primarily to be used for working capital purposes at a fixed rate of 10% with no commitments fees, and secured by a pledge of the stock and assets of Digilog, Inc., a Numerex wholly-owned subsidiary. The Company believes that this line of credit should provide it with sufficient liquidity to fund its operations through the balance of the year. The Company also announced that it has retained investment-banking firm Jefferies & Company, Inc. as its financial advisor to assist the Board of Directors in reviewing a range of potential financial and strategic alternatives, including capital raising as well as potential divestitures of non-core assets. The divestiture of these non-core assets are expected to generate additional capital that can be used for both working capital and general corporate purposes, including meeting its debt obligations to Cingular. Of course, there are no assurances that an asset sale will occur or that if a sale occurs it will generate proceeds sufficient to meet its debt obligations. About Cellemetry(R) Cellemetry(R) provides two-way, wireless data connectivity for a variety of machine-to-machine communications that remotely monitor, measure, or track fixed and mobile assets. The Cellemetry(R) patented technology has been licensed to strategic partners and application developers providing a broad range of solutions widely available across North and South America. About Numerex Numerex (Nasdaq: NMRX) is a technology company comprised of operating subsidiaries that develop and market a wide range of wireless and wireline communications products and services. The Company's primary focus is wireless data communications utilizing proprietary network technologies. Numerex primarily offers products and services in wireless data communications through Cellemetry(R) and Data1Source(TM), and digital multimedia through PowerPlay(TM). These services enable customers around the globe to monitor and move information for a variety of applications from home and business security to distance learning. In addition, the Company offers wireline alarm security products and services, as well as telecommunications network operational support systems. For more information on Numerex, please visit our Web site at: www.nmrx.com Statements contained in this press release concerning Numerex that are not historical fact are "forward-looking" statements and involve important risks and uncertainties. Such risks and uncertainties, which are detailed in Numerex's filings with the Securities and Exchange Commission, could cause Numerex's results to differ materially from current expectations as expressed in this press release. -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    Exhibit 99.1

                                                           EXECUTION COPY

                            STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE AGREEMENT (the "AGREEMENT") is dated as of March
28, 2003 and is entered into by and between Numerex Corp., a Pennsylvania
corporation having offices at 1600 Parkwood Circle, Atlanta, GA 30339
("NUMEREX") and BellSouth Personal Communications, LLC, a Georgia limited
liability company (the successor in interest to BellSouth Wireless, Inc.), a
wholly owned subsidiary of Cingular Wireless LLC, having offices at 5565
Glenridge Connector, Suite 2000, Atlanta, GA 30342 ("CINGULAR").

I.       W I T N E S S E T H:

         WHEREAS, Cingular is currently the beneficial and record owner of
625,000 shares of common stock of Numerex ("NUMEREX SHARES");

         WHEREAS, Numerex and Cingular are parties to the Operating Agreement of
Cellemetry LLC, a Delaware limited liability company ("CELLEMETRY"), dated as of
May 15, 1998 (as amended by the First Amendment to Operating Agreement dated as
of November 1, 1999, the "OPERATING AGREEMENT"), pursuant to which Numerex and
Cingular own, respectively, sixty percent (60%) and forty percent (40%) of the
Percentage Interests of Cellemetry; and

         WHEREAS, Cingular desires to sell to Numerex, and Numerex desires to
buy from Cingular, all of the Numerex Shares and all of Cingular's equity
interest in Cellemetry on the terms and conditions stated herein.

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows.

         1.       DEFINITIONS. All capitalized terms used but not defined herein
shall have the meanings ascribed thereto in the Operating Agreement, with the
exception that any and all references to "BellSouth" in the Operating Agreement
shall mean and refer to "Cingular".

         2.       PURCHASE AND SALE. Subject to the terms and conditions of this
Agreement, Cingular hereby sells, assigns and transfers to Numerex, and Numerex
hereby purchases and acquires from Cingular (a) all of the Numerex Shares, and
(b) all of Cingular's Class II Shares in Cellemetry, representing 40% of the
Percentage Interests of Cellemetry (together, the "PURCHASED SHARES").

         3.       PURCHASE PRICE: AMOUNT AND PAYMENT.



                  A.       AMOUNT. In consideration for the sale, assignment and
transfer of the Purchased Shares by Cingular to Numerex, Numerex shall pay to
Cingular a purchase price in the amount of Five Million Dollars (US$5,000,000)
plus interest (the "PURCHASE PRICE"). The Purchase Price shall be paid on the
Closing Date (as defined below) by the issuance, execution and delivery by
Numerex to Cingular of a secured promissory note in the form and substance of
Exhibit A hereto (the "NOTE") together with a security agreement in the form and
substance of Exhibit B hereto (the "SECURITY AGREEMENT"), all in accordance with
SECTION 5 below.

                  B.       THE NOTE. On the Closing Date, Numerex shall issue to
Cingular the original copy of the Note. The Note shall be issued in the original
principal amount equal to the Purchase Price, and shall accrue interest from the
date thereof through and until December 15 2004 (the "MATURITY DATE") at the
rate of eight percent (8.00%) per annum. The Note shall rank senior in right of
payment to all other secured and unsecured obligations of Numerex.

                  C.       THE SECURITY AGREEMENT. Numerex' obligations under
the Note shall be secured by a first priority lien on all of the assets and the
stock or membership interests of Numerex and its subsidiaries pursuant to the
terms of the Security Agreement; except, that Numerex shall not be required to
grant any security interest with respect to the stock or assets of its
subsidiary, Digilog, Inc., a Pennsylvania corporation.

         4.       CLOSING. Consummation of the purchase and sale of the
Purchased Shares contemplated in this Agreement (the "CLOSING") shall take place
immediately after the execution of this Agreement at the office of Cingular, at
10:00 a.m. Atlanta, Georgia time, on March 27, 2003 (the "CLOSING DATE"). All
deliveries, payments and other documents relating to the transactions
contemplated hereby shall be interdependent and none shall be effective unless
and until all are effective (except to the extent that the party entitled to the
benefit thereof has waived satisfaction or performance thereof as a condition
precedent to the Closing)

                  A.       DELIVERIES AT THE CLOSING. At the Closing:

                            i.       Cingular shall surrender all of the
         Purchased Shares by delivery of original stock certificates
         representing the Purchased Shares, duly endorsed for transfer to
         Numerex or attaching stock powers or other instruments of transfer
         relating thereto, executed in blank;

                           ii.       In consideration for such surrender and in
         satisfaction of the Purchase Price, Numerex shall deliver to Cingular
         the fully executed Note and the fully executed Security Agreement;

                          iii.       All representatives of Cingular who serve
         on Cellemetry's Board, on any committees thereof or as Class II
         Managers or officers of Cellemetry, shall submit their resignations,
         with immediate effect;

                           iv.       Numerex shall deliver to Cingular a
         certificate of the Secretary or an Assistant Secretary of Numerex,
         certifying that attached thereto is a



         true and complete copy of resolutions adopted by the board of directors
         of Numerex, authorizing the execution, delivery and performance of the
         Transaction Documents; and

                           v.       The parties shall deliver to each other such
         other documents, instruments and agreements as could be reasonably
         requested by the parties.

                  B.       AGREEMENTS RELATING TO THE CLOSING; CARRIER
AGREEMENT. The parties covenant and agree to undertake all action that may be
necessary or desirable to effectuate the transfer of all Cellemetry interests
and assets into the name of Cellemetry or Numerex, as applicable. In addition,
Numerex hereby acknowledges and agrees that if Numerex is in default under the
terms of the Note, then in addition to any and all remedies Cingular may have
under the Note, the Security Agreement or otherwise, Cingular shall have the
right, exercisable at its sole discretion upon written notice to Numerex, to
terminate that certain Carrier Agreement, dated February 9, 1998.

                  C.       TERMINATION OF THE OPERATING AGREEMENT. At the
Closing, the Operating Agreement shall terminate in its entirety and shall have
no further force and effect, and the parties' respective rights and obligations
with respect to Cellemetry shall be as specified in this SECTION 4.C. At the
Closing, each of Cingular, Numerex and Cellemetry shall be relieved of any
obligations of any nature (including but not limited to indemnification
obligations) that it had to any other party, arising under the Operating
Agreement or otherwise, that accrued or were outstanding prior to the Closing
Date or otherwise explicitly survive termination of the Operating Agreement;
except that the limited licenses specified in Section 6 below shall survive the
execution and delivery of this Agreement and the Closing and shall be maintained
indefinitely, as set forth in SECTION 6 below.

         .        D.       DELIVERY OF THE PURCHASED SHARES. On the Closing
Date, Cingular shall surrender the Purchased Shares to Numerex, free and clear
of all Liens (as defined in SECTION 5.B.VII below), by delivering to Numerex all
of the certificates representing the Purchased Shares, each of which shall be
properly endorsed for transfer or accompanied by appropriate stock powers or
other instruments of transfer executed in blank. Appropriate notation reflecting
Cingular's sale of the Purchased Shares will be made in the stock transfer
ledger of Numerex and the membership ledger of Cellemetry.

         5.       REPRESENTATIONS AND WARRANTIES.

                  A.       REPRESENTATIONS AND WARRANTIES OF NUMEREX. Numerex
hereby represents and warrants to Cingular that the following statements are
true and correct:

                  i.       CORPORATE EXISTENCE. Numerex is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Pennsylvania and has all requisite corporate power and authority and is entitled
to conduct its business and to own or lease its properties. Numerex has all
requisite corporate power and authority to execute, deliver and to perform all
of its obligations under this Agreement, the Note and the Security Agreement
(collectively, the "TRANSACTION DOCUMENTS").



                  ii.      AUTHORIZATION; NO CONFLICT. The execution, delivery
and performance by Numerex of the Transaction Documents are within its corporate
powers, have been duly authorized by all necessary and appropriate corporate
action, and have been duly and validly executed and delivered by Numerex.

                  iii.     BINDING OBLIGATIONS. Each of the Transaction
Documents constitutes a legal, valid and binding obligation of Numerex,
enforceable against it in accordance with the terms thereof, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors' rights
generally and by general equitable principles (whether enforcement is sought by
proceedings in equity or at law).

                  iv.      NO VIOLATION. The execution, delivery and performance
by Numerex of each Transaction Document do not and will not violate any
provision of any applicable law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award presently in effect ("LAWS"), or
result in a breach of or constitute a default under any indenture or loan or
credit agreement or any other material agreement, lease or instrument to which
Numerex is a party or by which its properties may be bound or affected
("MATERIAL AGREEMENT"); and Numerex is not in default under any Laws or Material
Agreement (where such default has a material adverse effect on Numerex).

         v.       APPROVALS. No consent of any person or entity and no
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body is required in connection with the
execution, delivery or performance of any Transaction Document that has not been
obtained.

         vi.      LITIGATION. No action, suit or proceeding is pending or,
threatened against Numerex before any court or governmental authority which
relates to any Transaction Document or any action to be taken pursuant thereto.

         vii.     COMPLIANCE WITH LAWS. Numerex is in compliance in all material
respects with all laws, rules, regulations and requirements of any governmental
authority applicable to its business and properties.

                  B.       REPRESENTATIONS AND WARRANTIES OF CINGULAR. Cingular
hereby represents and warrants to Numerex that the following statements are true
and correct as of the date hereof:

                  i.       CORPORATE EXISTENCE. Cingular is a limited liability
company duly organized and validly existing and in good standing under the laws
of the State of Delaware and has all requisite power and authority and is
entitled to conduct its business and to own its properties. Cingular has all
requisite power and authority to execute, deliver and perform all of its
obligations under the Transaction Documents.



                  ii.      AUTHORIZATION; NO CONFLICT. The execution, delivery
and performance by Cingular of the Transaction Documents are within its powers,
have been duly authorized by all necessary action and have been duly and validly
executed and delivered by Cingular.

                           iii.     BINDING OBLIGATIONS. The Transaction
         Documents constitute a legal, valid and binding obligation of Cingular,
         enforceable against it in accordance with the terms thereof, except as
         such enforceability may be limited by bankruptcy, insolvency,
         reorganization, moratorium or other similar laws affecting the
         enforcement of creditors' rights generally and by general equitable
         principles (whether enforcement is sought by proceedings in equity or
         at law).

                  iv.      APPROVALS. No consent of any person or
         entity and no authorization or approval or other action by, and no
         notice to or filing with, any governmental authority or regulatory body
         is required in connection with the execution, delivery or performance
         of the Transaction Documents that has not been obtained.

                  v.       LITIGATION. No action, suit or proceeding is pending
or, threatened against Cingular before any court or governmental authority which
relates to the Transaction Documents or any action to be taken pursuant thereto.

                           vi.      COMPLIANCE WITH LAWS. Cingular is in
         compliance in all material respects with all laws, rules, regulations
         and requirements of any governmental authority applicable to its
         business and properties.

                           vii.     LIENS ON PURCHASED SHARES. Cingular owns,
         beneficially and of record, all of the Purchased Shares, free and clear
         of any restrictions on transfer (other than restrictions arising under
         this Agreement or under the federal or state securities laws), claims,
         taxes, pledges, liens, hypothecations, encumbrances, options, warrants,
         rights, contracts, calls, puts, shareholder agreements, subscription
         agreements, voting trust agreements, proxies, securities convertible or
         exchangeable into or for the Purchased Shares or other commitments or
         agreements of any kind created by or through Cingular (collectively,
         the "LIENS"), involving the voting, issuance, redemption, sale,
         exchange, transfer, conversion or any other rights or restrictions
         affecting the Purchased Shares.

         6.       SURVIVAL OF CERTAIN LIMITED LICENSES . Notwithstanding
anything in SECTION 4.C hereof to the contrary, Numerex and Cingular hereby
confirm that:

                  A.       CINGULAR LICENSE. With respect to the patents and
patent applications set forth in Schedule 4.6(b)(i) to the Operating Agreement
that were transferred to Cellemetry by Cingular, including any continuations,
continuations-in-part or divisional applications or patents thereof, and any
additional international patents or applications corresponding thereto, Cingular
holds and shall continue to hold a limited, world-wide royalty-free license to
(i) make, use, offer for sale or sell products or services where the
manufacture, use or sale thereof is only incidentally covered by the claims of
such patents and patent applications and (ii) use Cellemetry Technology for its
and its affiliates' internal use provided that Cingular's use of the Cellemetry
Technology cannot be commercially applied nor revenue generative for Cingular;
and



                  B.       NUMEREX LICENSE. With respect to the patents and
patent applications set forth in Schedule 5.6 to the Operating Agreement that
were licensed to Cellemetry by Cingular, including any continuations,
continuations-in-part or divisional applications or patents thereof, and any
additional international patents or applications corresponding thereto,
Cellemetry shall hold and continue to hold a limited, world-wide royalty-free
license to make, use, have made, sell or offer for sale, products, systems or
services under such patents and patent application, provided, however, that such
license shall only apply to the extent such patents are required to make, use or
sell Cellemetry Technology.

7.       MISCELLANEOUS.

                  A.       NOTICES. All notices, requests and other
communications to any party hereunder shall be in writing (including telecopier)
and shall be effective (a) if given by mail, when deposited in the mails or (b)
if given by telecopier, when so telecopied. Notices hereunder shall be mailed or
telecopied as follows:

         If to Numerex Corp.:       Numerex Corp.
                                    1600 Parkwood Circle
                                    Atlanta, GA 30339
                                    Attention: President
                                    Telecopy No.: (770) 693-5951

         with a copy to :           Andrew Ryan, Esq.
                                    Salisbury & Ryan
                                    1325 Avenue of the Americas
                                    New York, NY 10019
                                    Telecopy No.: (212) 977-4668

         If to Cingular:            BellSouth Personal Communications LLC
                                    a/k/a Cingular Wireless
                                    5565 Glenridge Connector
                                    Suite 2000
                                    Atlanta, GA 30342
                                    Attn:      William Kreisher
                                    Telecopy No.:    (404) 235-6324

         with a copy to:            Cingular Wireless LLC
                                    5565 Glenridge Connector
                                    Suite 1700
                                    Atlanta, GA 30342
                                    Attn:  Mila A. Ostin, Esq.
                                    Telecopy No.:  (404) 236-5574

                  B.       NO WAIVER. No delay or failure on the part of any
party hereto to exercise any right, power or privilege granted under this
Agreement or any other Transaction Document



or available at law or in equity, shall impair any such right, power or
privilege or be construed as a waiver of any default or any acquiescence
therein. No single or partial exercise of any such right, power or privilege
shall preclude the further exercise of such right, power or privilege. No waiver
shall be valid against any party unless made in writing and signed thereby, and
then only to the extent expressly specified therein.

                  C.       EXPENSES. Each of the parties shall all of its own
costs and expenses (including without limitation attorneys' fees and expenses)
incurred in connection with the negotiation, execution, delivery and enforcement
of this Agreement and the other Transaction Documents.

                  D.       AMENDMENTS. Any provision or right under this
Agreement or the other Transaction Documents may be amended or waived by any
party thereto only if such amendment or waiver is in writing and is signed by
both parties.

                  E.       SUCCESSORS AND ASSIGNS. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns; provided, that neither party may
assign or otherwise transfer any of its rights or obligations under this
Agreement or any other Transaction Document to any person or entity without the
prior written consent of the other party.

                  F.       FURTHER ASSURANCES. Each party hereto shall, at its
own expense, promptly execute and deliver all such other and further documents,
agreements and instruments in compliance with or accomplishment of the covenants
and agreements of such party contained herein, all as may be reasonably
necessary or appropriate in connection herewith.

                  G.       SEVERABILITY. If any part of any provision contained
in this Agreement shall be invalid or unenforceable under applicable law, said
part shall be ineffective to the extent of such invalidity only, without in any
way affecting the remaining parts of said provision or the remaining provisions.

                  H.       COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original and all
of which, taken together, shall constitute one and the same instrument.

                  I.       NEUTRAL CONSTRUCTION. The parties have negotiated
this Agreement and all of the terms and conditions contained herein in good
faith and at arms' length, and each party has been represented by counsel during
such negotiations. No term, condition or provision contained in this Agreement
shall be construed against any party or in favor of any party (x) because such
party or such party's counsel drafted, revised, commented upon or did not
comment upon, such term, condition or provision; or (y) because of any
presumption as to any inequality of bargaining power between or among the
parties. Furthermore, all terms, conditions and provisions contained in this
Agreement shall be construed and interpreted in a manner which is consistent
with all other terms, conditions and provisions contained in this Agreement.

                  J.       GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF



GEORGIA (WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS).

                  K.       JURISDICTION AND VENUE. EACH OF THE PARTIES HERETO
AGREES, WITHOUT POWER OF REVOCATION, THAT ANY CIVIL SUIT OR ACTION BROUGHT
AGAINST IT AS A RESULT OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR UNDER
ANY OTHER TRANSACTION DOCUMENT TO WHICH IT IS A PARTY MAY BE BROUGHT AGAINST IT
EITHER IN THE SUPREME COURT OF GEORGIA SITTING IN ATLANTA, OR IN THE UNITED
STATES DISTRICT COURT LOCATED IN ATLANTA, GEORGIA. EACH OF THE PARTIES HERETO
IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTIONS THAT IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF THE VENUE OF SUCH CIVIL SUIT OR ACTION AND ANY
CLAIM THAT SUCH CIVIL SUIT OR ACTION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
EACH OF THE PARTIES HERETO AGREES THAT FINAL JUDGMENT IN ANY SUCH CIVIL SUIT OR
ACTION SHALL BE CONCLUSIVE AND BINDING UPON IT AND SHALL BE ENFORCEABLE AGAINST
IT BY SUIT UPON SUCH JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION.

                  L.       WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO
KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE THE RIGHT EITHER OF
THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, WHETHER IN
CONTRACT OR TORT, AT LAW OR EQUITY, BASED HEREON, OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT AND ANY OTHER DOCUMENT OR INSTRUMENT CONTEMPLATED
TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO THIS
AGREEMENT. FURTHER, EACH PARTY HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT
OF THE OTHER PARTY, NOR THEIR COUNSEL, HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH PARTY WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS
WAIVER OF RIGHT TO JURY TRIAL PROVISION.

                  M.       ENTIRE AGREEMENT This Agreement, the Note and the
Security Agreement together with any exhibits and schedules attached hereto and
thereto, constitute the entire understanding of the parties with respect to the
subject matter hereof and thereof, and any other prior or contemporaneous
agreements, whether written or oral, with respect hereto or thereto are
expressly superseded hereby.

                            [Signature page follows]



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their authorized officers all as of the day and year first above
written.

                                    NUMEREX CORP.

                                    By: /s/  Stratton J. Nicolaides
                                        ----------------------------------------
                                    Name: Stratton J. Nicolaides
                                    Title: Chief Executive Officer

                                    BELLSOUTH PERSONAL COMMUNICATIONS, LLC

                                    By CINGULAR WIRELESS LLC
                                    Its sole member

                                    By: /s/ Stephen L. McGaw
                                       -----------------------------------------
                                    Name: Stephen L. McGaw
                                    Title: Senior Vice President - Corporate
                                             Development

EX-99.2

                                                                    Exhibit 99.2

                                                           EXECUTION COPY

                             SECURED PROMISSORY NOTE

US $5,000,000
                                                           Atlanta, Georgia
                                                           As of March 28, 2003

         For value received, the undersigned, NUMEREX CORP., a Pennsylvania
limited liability corporation with an office located at 1600 Parkwood Circle,
Atlanta, Georgia 30339 ("NUMEREX") promises to pay to the order of BELLSOUTH
PERSONAL COMMUNICATIONS LLC, a Georgia limited liability company, at its office
located at 5565 Glenridge Connector, Atlanta, Georgia 30342 and its successors
and assigns (the "HOLDER"), the principal sum of Five Million United States
Dollars (US $5,000,000), together with interest on so much of the principal
balance of the Note as may be outstanding and unpaid from time to time,
calculated on the basis of a 360-day year and actual days elapsed at a rate of
8.00% per annum.

         Payments of principal and interest shall be due under this Note as
follows: (i) on December 15, 2003, Numerex shall pay one million five hundred
thousand dollars ($1,500,000) of the principal amount hereof, plus all interest
accrued thereon through such date; (ii) on March 31, 2004, Numerex shall pay two
million dollars ($2,000,000) of the principal amount hereof, plus all interest
accrued thereon through such date; and (iii) on December 15, 2004, Numerex shall
pay the remaining principal balance of one million five hundred thousand dollars
($1,500,000), plus all interest accrued thereon through such date (each of the
foregoing, an "INSTALLMENT PAYMENT").

         This Note is subject to all of the terms set forth in Sections 3.B and
3.C of that certain Stock Purchase Agreement of even date herewith, between
Numerex and the Holder (the "STOCK PURCHASE AGREEMENT"), and all such terms
shall be deemed incorporated into this Note as if set forth in full herein,
including, without limitation, any and all representations and warranties made
by Numerex. Capitalized terms utilized herein and not otherwise defined shall
have the meaning ascribed thereto in the Stock Purchase Agreement.

         The principal balance of this Note, together with all accrued interest
thereon and all other amounts owed hereunder may be prepaid by Numerex, at any
time, without premium or penalty. Such prepayment shall be made in minimum
increments of One Hundred Thousand Dollars ($100,000), provided that (1) Numerex
provides at least three (3) days' prior written notice to Cingular of such
prepayment, and (2) such prepayment is accompanied by all accrued and unpaid
interest on the total principal amount of the Note so prepaid through the date
of prepayment. Any amounts so prepaid shall be credited against the next
Installment Payment due hereunder.



         To the extent that Numerex completes any Individual Permitted Sale or
Permitted Sale (as such terms are defined in the Security Agreement) during the
term of this Note, Numerex shall be obligated to apply 100% of the net cash
proceeds of each Individual Permitted Sale to prepay this Note, which prepayment
shall be applied in order of payment against the principal payments due
hereunder; provided, however, that Numerex shall be entitled to retain the first
one million five hundred thousand dollars ($1,500,000) of the total net cash
proceeds of the Permitted Sale for general corporate purposes. Nothing herein is
intended to relieve Numerex from its obligations to make any and all payments
under this Note when due hereunder.

         Numerex shall make all payments under the Note not later than 2:00 p.m.
(Eastern Standard Time) on the day when due, in U.S. dollars, in same day funds,
into an account indicated in writing not less than five days in advance by
Holder. All amounts received shall be applied first, to any accrued interest and
then to unpaid principal. All payments received after that hour shall be deemed
to have been received by Cingular on the next following Business Day with
interest payable for such additional day. Whenever any payment hereunder shall
be stated to be due on a day other than a Business Day, such payment shall be
due on the next succeeding Business Day. For purposes of this Note, a "BUSINESS
DAY" shall mean any day on which commercial banks located in Atlanta, Georgia,
are required or permitted by law to be open for the purpose of conducting
commercial banking business.

         In no event shall the amount or rate of interest due and payable under
this Note exceed the maximum amount or rate of interest allowed by applicable
law (including, without limitation, O.C.G.A. Section 7-4-18) and, in the event
any such excess payment is made by Numerex or received by the Holder, such
excess sum shall be credited as a payment of principal). It is the express
intent hereof that Numerex not pay and the Holder not receive, directly or
indirectly or in any manner, interest in excess of that which may be lawfully
paid under applicable law. All interest (including all charges, fees or other
amounts deemed to be interest) which is paid or charged under this Note shall,
to the maximum extent permitted by applicable law, be amortized, allocated and
spread on a pro rata basis throughout the actual term of this Note.

         The occurrence of any one of the following events will constitute a
default by Numerex hereunder (each, an "EVENT OF DEFAULT"): (i) Numerex fails to
pay when due any amount payable under this Note; (ii) Numerex fails to perform
or breaches in any material respect any representation, warranty, covenant or
agreement in the Stock Purchase Agreement or this Note, which in the case of a
covenant is not cured within twenty (20) days' written notice by Holder to
Numerex of the same, (iii) Numerex is in default in any material respect under
the Stock Purchase Agreement or the Security Agreement (as defined in the Stock
Purchase Agreement); (iv) Numerex has a Change of Control, as such term is
defined below; (v) either Numerex or any other Debtor (as such party is defined
in the Security Agreement) makes an assignment for the benefit of creditors, or
an action is brought by Numerex or by any other Debtor seeking its dissolution
or liquidation of its assets or seeking the appointment of a trustee, interim
trustee, receiver or other custodian for any of its property, or Numerex or any
other Debtor commences a voluntary case under the Federal Bankruptcy Code; or
(vi) an action is brought against Numerex or any other Debtor by a creditor
seeing its dissolution or liquidation of any of its assets or an involuntary
petition is filed under any bankruptcy statute against Numerex or such other
Debtor, or a custodian, receiver, trustee, assignee for the benefit of creditors
(or other similar official) is



appointed to take possession, custody or control of all or substantially all of
the properties of Numerex or any other Debtor, unless such petition or
appointment is set aside or withdrawn or ceases to be in effect within ninety
(90) days from the date of said filing or appointment or an order for relief
shall be entered in any such action.

         For purposes of the foregoing Events of Default, "CHANGE OF CONTROL"
shall mean the occurrence of any of the following events:

                  (a)      the sale, transfer, conveyance, assignment, merger or
         other disposition, in one or a series of transactions, of more than
         fifty percent (50%) of all of the assets of Numerex to or with any
         third party, including "person" or "group" (within the meaning of
         Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as
         amended); or

                  (b)      any "person" or "group" described above shall become
         the "beneficial owner(s)" (as defined in said Rule 13d-3) of shares of
         stock of Numerex that, directly or indirectly, entitles the holder
         thereof to control more than fifty percent (50%) of all voting rights
         with respect to all shares of stock of Numerex; or

                  (c)      the approval by the stockholders of Numerex of, or
         consummation of, a merger, reorganization, consolidation, exchange of
         shares, recapitalization, restructuring or other business combination
         in which Numerex is not the surviving entity; or

                  (d)      any entity or person or two or more entities or
         persons acting in concert shall acquire beneficial ownership, directly
         or indirectly, of, or shall acquire by contract or otherwise, or shall
         have entered into a contract or arrangement that, upon consummation,
         will result in its or their acquisition of the right to elect a
         majority of the Board of Directors of Numerex, or the current Board of
         Directors of Numerex or their duly elected successors shall no longer
         constitute a majority of the Board of Directors.

         Upon the occurrence or during the continuation of an Event of Default,
Holder shall have the right to (a) declare any and all amounts payable under the
Note, including principal balance, all accrued interest thereon, attorneys' fees
and all fees, charges, costs and expenses, to be forthwith due and payable, and
the same shall thereupon become immediately due and payable in full without
demand, presentment, protest or further notice of any kind, (b) exercise any and
all of its rights and remedies under the Stock Purchase Agreement and the
Security Agreement, and (c) exercise any and all other remedies available at law
or in equity, including, without limitation, all remedies provided under the
Uniform Commercial Code. In addition, upon the occurrence and during the
continuance of an Event of Default, or if any Installment Payment is not paid on
the applicable date, interest shall accrue on the unpaid principal amount then
outstanding under the Note at a rate of 10 % (ten percent) per annum (the
"DEFAULT RATE"). Default Rate interest shall be due and payable upon demand by
the Holder of the Note.

         The obligations under this Note are secured by a Security Agreement
     executed by Numerex in favor of the Holder dated of even date herewith,
     which Security Agreement



     grants the Holder a first priority security interest in and to the
     Collateral (as defined in the Security Agreement).

         TIME IS OF THE ESSENCE OF THIS NOTE.

         Presentment for payment, demand, protest and notice of demand, notice
of dishonor and notice of nonpayment and all other notices are hereby waived by
Numerex. No failure to accelerate the debt evidenced hereby by reason of an
Event of Default hereunder, acceptance of a past due Installment Payment, or
indulgences granted from time to time shall be construed (i) as a novation of
this Note or as a restatement of the indebtedness evidenced hereby or as a
waiver of such right of acceleration or of the right of Holder thereafter to
insist upon strict compliance with the terms of this Note, or (ii) to prevent
the exercise of such right of acceleration or any other right granted hereunder
or by applicable law; and Numerex hereby expressly waives the benefit of any
statute or rule of law or equity now provided, or which may hereafter be
provided, which would produce a result contrary to or in conflict with the
foregoing. No extension of the time for the payment of this Note shall operate
to release, discharge, modify, change or affect the original liability of
Numerex under this Note, either in whole or in part unless Holder otherwise
agrees in writing. The rights and remedies provided for hereunder are cumulative
and not exclusive of any other right or remedy available at law or in equity.
All of Numerex' obligations under this Note are absolute and unconditional.

         Holder shall not be deemed to waive any of its rights unless such
waiver is in writing and signed by Holder. No delay or omission by Holder in
exercising any of its rights, including, but not limited to, the right to
accelerate the indebtedness due under this Note, shall operate as a waiver of
such rights and a waiver in writing on one occasion shall not be construed as a
consent to or a waiver of any right or remedy on any future occasion. Holder
shall have no duty to exercise any or all of the rights and remedies provided or
contemplated herein.

         This Note may not be changed, modified or amended except by an
agreement in writing signed by Numerex and Holder.

         Numerex and the Holder, by accepting this Note, each agree and
stipulate that the only charge imposed upon Numerex for the use of money in
connection with this Note is and shall be the interest described in this Note,
and further agree and stipulate that all other charges imposed by the Holder on
Numerex pursuant to the terms of this Note, including without limitation, any
default charges, late charges, and attorneys' fees, shall under no circumstances
be deemed to be charges for the use of money. All charges other than charges for
the use of money shall be fully earned and nonrefundable when due.

         In the event that following the occurrence or during the continuance of
an Event of Default this Note, or any part thereof, is referred to an attorney
for collection, whether or not suit has been filed or any other action
instituted or taken to enforce or collect under this Note, or is collected by or
through an attorney at law, Numerex agrees to pay all fees, costs and expenses
of such referral or collection including, but not limited to, reasonable
attorneys' fees.



         This Note shall be binding upon the successors and assigns of Numerex,
if assigned in compliance with the provisions of this Note. Subject to
compliance with applicable securities laws, the Holder of this Note may assign
or transfer this Note, but this Note shall not be assignable or transferable, in
whole or in part, by Numerex without the prior written consent of the Holder.

         The provisions of this Note shall be governed by and construed in
accordance with the laws of the State of Georgia without regard to the conflict
of law principles thereof. NUMEREX EXPRESS AND IRREVOCABLY CONSENTS THAT ANY
LEGAL ACTION OR PROCEEDING AGAINST IT UNDER, ARISING OUT OF, OR IN ANY MANNER
RELATING TO THIS NOTE SHALL BE BROUGHT IN THE STATE OR DISTRICT COURTS OF THE
STATE OF GEORGIA. NUMEREX, BY ITS EXECUTION AND DELIVERY OF THIS NOTE, EXPRESSLY
AND IRREVOCABLY CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF ANY OF SUCH
COURTS IN ANY SUCH ACTION OR PROCEEDING AND HEREBY EXPRESSLY AND IRREVOCABLY
WAIVES ANY CLAIM OR DEFENSE IN ANY SUCH ACTION OR PROCEEDING BASED ON ANY
ALLEGED LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS OR
ANY SIMILAR BASIS.

                            [Signature page follows]



         IN WITNESS WHEREOF, this Note has been duly executed and delivered by
Numerex as of the day and year first above set forth.

                                  NUMEREX CORP.

                                    By: /s/  Stratton J. Nicolaides
                                        ----------------------------------------
                                    Name: Stratton J. Nicolaides
                                    Title: Chairman and Chief Executive Officer

EX-99.3

                                                                    Exhibit 99.3

                                                           EXECUTION COPY

                               SECURITY AGREEMENT

         THIS SECURITY AGREEMENT (this "AGREEMENT") is executed by NUMEREX CORP.
("NUMEREX"), NUMEREX INVESTMENT CORP. ("NI"), NUMEREX SOLUTIONS LLC ("NS"), DCX
SYSTEMS, INC. ("DCX"), BNI SOLUTIONS LLC ("BNI"), BROADBAND NETWORKS, INC.
("BROADBAND"), MOBILE GUARDIAN LLC ("MG"), DATA1SOURCE LLC ("DATA1SOURCE"),
CELLEMETRY LLC ("CELLEMETRY") and UPLINK SECURITY, INC. ("UPLINK" and,
collectively with NI, NS, DCX, BNI, Broadband, MG, Cellemetry and Uplink, the
"SUBSIDIARIES", and the Subsidiaries together with Numerex, "DEBTORS") in favor
of BELLSOUTH PERSONAL COMMUNICATIONS, LLC, a wholly owned subsidiary of CINGULAR
WIRELESS LLC ("SECURED PARTY").

         For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged:

     1.  SECURITY INTEREST. Except as set forth in this SECTION 1, each of the
         Debtors hereby grants, assigns, transfers, pledges and conveys to
         Secured Party, a present and continuing security interest in and lien
         on all now existing or hereafter arising rights, titles and interests
         of Debtors in, to or under any and all of their respective assets,
         including all inventory, machinery, equipment, accounts, contract
         rights and general intangibles (the "DEBTORS' ASSETS"), and Numerex and
         NI hereby grant, assign, transfer, pledge and conveys to Secured Party
         all stock certificates and membership units of the Subsidiaries owned
         by Numerex and NI in the Subsidiaries (the "PLEDGED SHARES"), in each
         case together with all substitutions, replacements, products and
         proceeds of each of the foregoing (including cash and non-cash)
         (collectively, the "PROCEEDS"; Debtors' Assets, Pledged Shares and the
         Proceeds are hereinafter referred to collectively as the "COLLATERAL").
         Numerex and Secured Party each acknowledge and agree that the
         Collateral hereunder shall not include any of the assets or stock
         certificates of Numerex's subsidiary, Digilog, Inc., a Pennsylvania
         corporation.

     2.  SECURED LIABILITIES. This Agreement and the security interest and lien
         granted hereby to Secured Party secures the payment of all obligations
         of Numerex to Secured Party arising under that certain Secured
         Promissory Note of even date herewith (the "NOTE"), executed and issued
         by Numerex in favor of Secured Party (the "OBLIGATIONS").

     3.  REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF DEBTORs. Each
         of the Debtors hereby represents, warrants, covenants and agrees that:
         (A) it is a corporation or



         a limited liability company, as applicable, duly organized, validly
         existing and in good standing under the laws of the state of its
         incorporation or formation; (B) it has all requisite corporate or
         limited liability company, as applicable, power and authority, and has
         obtained all approvals and consents necessary, to execute, deliver and
         perform this Agreement; (C) the execution, delivery and performance of
         this Agreement have been duly authorized by all requisite corporate or
         limited liability company action, as applicable, on its part; (D) this
         Agreement constitute its valid, legal and binding obligation and is
         enforceable against it in accordance with the terms hereof and grants
         to Secured Party a valid and enforceable security interest in or other
         lien in the Collateral; (E) it has good and marketable title to the
         respective Collateral owned or leased by it (or in the case of any
         after-acquired Collateral, it will have good and marketable title to
         the respective Collateral owned or leased by it at the time it acquires
         rights in such Collateral); (F) except for the security interest and
         lien granted hereby in favor of Secured Party by Debtors, it is, or to
         the extent of any Collateral acquired after the date hereof, will be,
         the owner or holder of the Collateral free from any adverse lien,
         security interest or encumbrances except liens, security interests or
         encumbrances that are expressly subordinate to the rights of Secured
         Party; (G) any and all records concerning the respective Collateral
         owned or leased by it will be kept at its principal address indicated
         below; (H) all records with respect to the Collateral at any time
         furnished by it to Secured Party are and will be true and correct as of
         the date furnished; (I) it hereby authorizes Secured Party to file UCC
         Financial Statements evidencing the security interest and lien granted
         by it hereby; (J) all risk of loss of the Collateral shall at all time
         be and remain upon it irrespective of whether such Collateral is then
         in its or Secured Party's possession; (K) it shall do all acts that may
         be necessary to maintain, preserve and protect the respective
         Collateral owned or leased by it, including appear in and defend any
         action or proceeding that may adversely affect its title to or Secured
         Party's interest in the Collateral; (L) it shall not use or permit any
         Collateral owned or leased by it to be used in violation of any
         applicable law, rule, or regulation or any provision of this Agreement,
         the Stock Purchase Agreement or the Note; (M) it shall pay promptly
         when due all taxes, assessments, charges and liens now or hereafter
         imposed upon or affecting the Collateral owned or leased by it; (N) it
         shall not sell, encumber, lease, rent or otherwise dispose of or
         transfer any Collateral owned or leased by it, or any right or interest
         therein, except as expressly provided in SECTION 4 below; (N) upon the
         occurrence and during the continuance of an Event of Default (as
         defined below), Numerex shall reimburse Secured Party upon demand for
         all costs and expense, including, without limitation, reasonable
         attorneys' fees and disbursements, Secured Party may now or hereafter
         incur while exercising or enforcing any right, power or remedy provided
         to Secured Party by this Agreement or by law, all of which costs and
         expenses shall constitute part of the Obligations secured hereunder;
         (O) upon request of Secured Party, it will do all acts and things, and
         will execute all instruments (including security agreement, financing
         statements, amendments, statements of change, etc.) necessary under
         applicable law to establish, maintain and continue Secured Party's
         perfected security interest in the Collateral; and (P) it will
         immediately give written notice to Secured Party of any change in its
         name, state of incorporation or principal place of business.



     4.  ADMINISTRATION OF COLLATERAL. Unless and until an Event of Default
         shall have occurred and be continuing, each Debtor may manage, collect
         and administer the Collateral (including, without limitation, voting
         its interests in the Pledged Shares, and collecting and retaining all
         dividends and distributions made in respect thereof) only in the
         ordinary course of its business, and consistent with its past practices
         and covenants and obligations hereunder. Provided that no Event of
         Default has occurred, in no event shall any Debtor have a right to
         sell, transfer, assign, convey or otherwise dispose of (a "SALE") any
         of the Collateral owned or leased by it without prior written consent
         of Secured Party, which consent could not be unreasonably withheld.
         Notwithstanding the foregoing and subject to the requirements below,
         Secured Party hereby consents to (i) a Sale by Numerex of all of its
         ownership interest in DCX, BNI, Broadband and Data1Source, and (ii) a
         Sale by DCX, BNI and Data1Source of all of their respective assets, in
         each case in any one or more transactions (individually, an "INDIVIDUAL
         PERMITTED SALE", and collectively, the "PERMITTED SALE"), provided that
         the consideration received by Numerex or any other Debtor as a result
         of each Individual Permitted Sale is paid in cash. To the extent any
         Individual Permitted Sale is proposed which includes any consideration
         other than cash, such Individual Permitted Sale will require the
         consent of the Secured Party, which consent will not be unreasonably
         withheld; provided, however, that Secured Party shall retain a security
         interest in the proceeds of any such Sale regardless of the type of
         consideration received thereunder. The Permitted Sale shall also be
         subject to the mandatory prepayment provisions contained in the Note.

     5.  PERFORMANCE OF DEBTORS' OBLIGATIONS. Upon occurrence or during the
         continuance of an Event of Default, in addition to and not in
         limitation of all the rights under SECTION 7 below, Secured Party may,
         at its sole discretion, take any action that is necessary for the
         maintenance or preservation of any of the Collateral or its interest
         therein.

     6.  EVENT OF DEFAULT. An "EVENT OF DEFAULT" shall mean (A) each Event of
         Default under the Note; (B) material breach by any Debtor of any
         representation or warranty made by it in SECTION 3 of this Agreement;
         (C) failure of any Debtor to perform or comply with, in any material
         respect, any of its covenants set forth in SECTION 3 of this Agreement,
         which failure is not cured within twenty (20) days of the giving by
         Secured Party to such Debtor of written notice of same; (D) failure of
         any Debtor to perform and comply with any other covenants set forth in
         this Agreement, including covenants in SECTION 4; or (E) if all or any
         material portion of the Collateral is seized or levied upon or a
         receiver or other custodian is appointed for it.

     7.  REMEDIES UPON DEFAULT. If an Event of Default shall occur and be
         continuing, then Secured Party may: (A) declare any or all of the
         Obligations to be immediately due and payable and foreclose or
         otherwise enforce Secured Party's security interest in or other lien
         hereunder on any or all of the Collateral in any manner permitted by
         law or provided for in this Agreement; (B) sell or otherwise dispose of
         any of the Collateral; (C) demand that any Debtor assemble the records
         relating to the Collateral owned by it and make them available to
         Secured Party at a place designated by Secured Party which is
         reasonably convenient for Secured Party and such Debtor; (D) instruct
         any Debtor in writing to deliver to Secured Party, upon such Debtor's
         receipt thereof, all cash, checks,



         drafts, chattel paper and other instruments in writing for the payment
         of money (properly endorsed, where required, so that such items may be
         collected by Secured Party) that are thereafter received by such Debtor
         in full or partial payment or otherwise as proceeds of any of the
         Collateral; (E) collect all accounts receivable, including, without
         limitation, notifying the account debtors in its name or in the name of
         any Debtor, as its attorney-in-fact, to make payments directly to
         Secured Party; and (F) exercise all other rights of a secured party
         under the UCC (as defined below).

     8.  EXPENSES INCURRED BY SECURED PARTY. In the Secured Party's reasonable
         discretion, if any Debtor fails to do so, the Secured Party may
         discharge taxes and other encumbrances at any time levied or placed on
         any of the Collateral, maintain any of the Collateral and pay any
         necessary filing fees or insurance premiums. Numerex agrees to
         reimburse the Secured Party on demand for all expenditures so made. The
         Secured Party shall have no obligation to Debtors or any other person
         to make any such expenditures, nor shall the making thereof be
         construed as a waiver or cure of any Event of Default.

     9.  SURETYSHIP WAIVERS BY DEBTORS. The Debtors waive demand, notice,
         protest, notice of acceptance of this Agreement, notice of loans made,
         credit extended, Collateral received or delivered or other action taken
         in reliance hereon and all other demands an notices of each
         description. With respect to both the Obligations and the Collateral,
         the Debtors assent to any extension or postponement of the time of
         payment or any other indulgence, to any substitution, exchange or
         release of or failure to perfect any security interest in any
         Collateral, to the addition or release of any party or person primarily
         or secondarily liable, to the acceptance of partial payment thereon and
         the settlement, compromising or adjusting of any thereof, all in such
         manner and at such time or times as the Secured Party may deem
         advisable. The Secured Party, to the extent allowed by law, shall have
         no duty as to the collection or protection of the Collateral or any
         income therefrom, the preservation of rights against prior parties, or
         the preservation of any rights pertaining thereto. The Debtors further
         waive any and all other suretyship defenses.

     10. PROCEEDS OF DISPOSITIONS; EXPENSES. Upon the occurrence and during the
         continuance of an Event of Default, the Debtors agree to pay to Secured
         Party on demand any and all expenses, including reasonable attorneys'
         fees and disbursements, incurred or paid by the Secured Party in
         protecting, preserving or enforcing the Secured Party's rights and
         remedies under or in respect of any of the Obligations or any of the
         Collateral. After deducting all of said expenses, the residue of any
         proceeds of collection or sale or other disposition of Collateral
         shall, to the extent actually received in cash, be applied to the
         payment of the Obligations in such order or preference as Secured Party
         may determine. Upon the final payment and satisfaction in full of all
         of the Obligations and after making any payments required by Sections
         9-608(a)(1)(C) or 9-615(a)(3) of the Uniform Commercial Code of the
         State of Georgia, any excess shall be returned to the Debtors. In the
         absence of final payment and satisfaction in full of all of the
         Obligations, the Debtors shall remain liable for any deficiency.

     11. NOTICE OF INTENDED DISPOSITION. If any notification of intended
         disposition of any Collateral is required by law, reasonable
         notification shall be deemed given if written



         notice is either given by express courier or deposited in the U.S.
         Mail, certified postage prepaid, addressed to Debtors and such other
         persons or entities as Secured Party deems to be appropriate, stating
         the time and place of any public sale or the time after which any
         private sale or disposition is to be made, at least twenty (20) days
         prior thereto.

     12. MISCELLANEOUS. (A) This Agreement may be executed simultaneously in two
         or more counterparts, each of which shall be deemed to be an original,
         but all of which together shall constitute one agreement; (B) this
         Agreement shall in all respects be construed in accordance with and
         governed by the laws of the state of Georgia without regard to the
         conflicts of laws principles thereof; (C) the captions of the sections
         of this Agreement are inserted for convenience only and shall not be
         deemed to constitute a part hereof or used in construing the intent of
         the parties; (D) if any part of any provision of this Agreement shall
         be invalid or unenforceable under applicable law, said part shall be
         ineffective to the extent of such invalidity only, without in any way
         effecting the remaining parts of said provision or the remaining
         provisions; (E) this Agreement shall not be modified or amended except
         in writing signed by each of the parties hereto; (F) this Agreement
         shall bind and inure to the benefit of the parties, their successors,
         legal representatives, heirs and, where permitted, assigns; (G) this
         Agreement may be executed in any number of counterparts, each of which
         when so executed shall be deemed to be an original and all of which
         taken together shall constitute one and the same instrument; (H) TIME
         IS OF THE ESSENCE; (I) any waiver, forbearance or delay by Secured
         Party in exercising any of its right, powers or remedies hereunder
         shall not preclude the further exercise thereof, and every right, power
         or remedy of Secured Party hereunder shall continue in full force and
         effect until such right, power or remedy is specifically waived in
         writing executed by Secured Party; (J) this Agreement, the Note and the
         Stock Purchase Agreement contain the entire agreement between Secured
         Party and Debtors with respect to the Collateral and the Obligations
         and supersedes all prior agreements, commitments, understandings,
         negotiations or correspondence between them with respect thereto; (K)
         the rights, powers and remedies of Secured Party under this Agreement
         shall be in addition to and not in limitation of all other rights,
         powers or remedies given to Secured Party by applicable law and the
         Note, all of which rights, powers, and remedies shall be cumulative and
         may be exercised successively or concurrently without impairing Secured
         Party's security interest in or other lien on any of the Collateral;
         (L) Secured Party may assign or transfer this Agreement, but this
         Agreement shall not be assignable or transferable, in whole or in part,
         by any Debtor without the prior written consent of Secured Party; (M)
         all notices or communications shall be given to Debtors at the
         addresses set forth below following the caption "Principal Address" and
         shall be given to Secured Party at the address set forth below
         following the caption "Address of Secured Party"; and (N) unless
         otherwise specifically provided herein to the contrary, such written
         notices and communications shall be delivered by facsimile, email, and
         hand or overnight courier service, or mailed, postage prepaid,
         addressed to the parties hereto at the addresses referred to above in
         subsection (M) or to such other addresses as any party may designate to
         the other party by a written notice given in accordance with the
         provisions hereof. Any written notice delivered by facsimile or email
         shall be deemed given upon transmission. Any notice delivered by hand
         or by overnight courier service shall be deemed given or received



         upon receipt. As used herein, the "UCC" shall mean the Uniform
         Commercial Code, as enacted in the State of Georgia, and as amended
         from time to time. Capitalized terms used but not defined herein
         (including, without limitation, the descriptions of the Collateral in
         SECTION 1 hereof) shall have the meanings given to them in the UCC.

     13. JURY WAIVER. EACH OF THE DEBTORS AND SECURED PARTY HEREBY KNOWINGLY,
         VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVE TO THE FULLEST EXTENT
         PERMITTED BY APPLICABLE LAW, THE RIGHT ANY OF THE PARTIES MAY HAVE TO A
         TRIAL BY JURY IN RESPECT TO ANY LITIGATION, WHETHER IN CONTRACT OR
         TORT, AT LAW OR IN EQUITY, BASED HEREON, OR ARISING OUT OF, UNDER OR IN
         CONNECTION WITH THIS AGREEMENT, THE COLLATERAL, THE OBLIGATIONS SECURED
         HEREBY, AND ANY OTHER DOCUMENT OR INSTRUMENT CONTEMPLATED TO BE
         EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF
         DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY
         HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR SECURED PARTY
         ENTERING INTO THIS AGREEMENT. FURTHER, EACH DEBTOR HEREBY CERTIFIES
         THAT NO REPRESENTATIVE OR AGENT OF SECURED PARTY, NOR SECURED PARTY'S
         COUNSEL, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SECURED PARTY
         WOULD NOT, IN THE EVEN OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER
         OF RIGHT TO JURY TRIAL PROVISIONS. NO REPRESENTATIVE OR AGENT OF
         SECURED PARTY NOR SECURED PARTY'S COUNSEL HAS THE AUTHORITY TO WAIVE,
         CONDITION, OR MODIFY THIS PROVISION.

     EACH DEBTOR EXPRESSLY AND IRREVOCABLY CONSENTS THAT ANY LEGAL ACTION OR
     PROCEEDING AGAINST IT UNDER, ARISING OUT OF, OR IN ANY MANNER RELATING TO
     THIS AGREEMENT SHALL BE BROUGHT IN THE STATE OR DISTRICT COURTS OF THE
     STATE OF GEORGIA. EACH DEBTOR, BY ITS EXECUTION AND DELIVERY OF THIS
     AGREEMENT, EXPRESSLY AND IRREVOCABLY CONSENTS AND SUBMITS TO THE PERSONAL
     JURISDICTION OF ANY OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDING AND
     HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY CLAIM OR DEFENSE IN ANY SUCH
     ACTION OR PROCEEDING BASED ON ANY ALLEGED LACK OF PERSONAL JURISDICTION,
     IMPROPER VENUE OR FORUM NON CONVENIENS OR ANY SIMILAR BASIS.

                  IN WITNESS WHEREOF, this Agreement has been signed, sealed,
         and delivered by each Debtor on this 28th day of March, 2003.

                                    NUMEREX CORP.

                                    By: /s/ Stratton J. Nicolaides
                                        ----------------------------------------
                                    Name: Stratton J. Nicolaides
                                    Title: Chairman and Chief Executive Officer



                                    NUMEREX INVESTMENT CORP.

                                    By: /s/ Stratton J. Nicolaides
                                        ----------------------------------------
                                    Name: Stratton J. Nicolaides
                                    Title: President

                                    BNI SOLUTIONS LLC

                                    By: /s/ Stratton J. Nicolaides
                                        ----------------------------------------
                                    Name: Stratton J. Nicolaides
                                    Title: President

                                    DCX SYSTEMS, INC.

                                    By: /s/ Stratton J. Nicolaides
                                        ----------------------------------------
                                    Name: Stratton J. Nicolaides
                                    Title: President

                                    NUMEREX SOLUTIONS, LLC

                                    By: /s/ Stratton J. Nicolaides
                                        ----------------------------------------
                                    Name: Stratton J. Nicolaides
                                    Title: President

                                    BROADBAND NETWORKS, INC.

                                    By: /s/ Stratton J. Nicolaides
                                        ----------------------------------------
                                    Name: Stratton J. Nicolaides
                                    Title: President

                                    MOBILE GUARDIAN LLC

                                    By: /s/ Stratton J. Nicolaides
                                        ----------------------------------------
                                    Name: Stratton J. Nicolaides
                                    Title: President

                                    DATA1SOURCE LLC

                                    By: /s/ Stratton J. Nicolaides
                                        ----------------------------------------
                                    Name: Stratton J. Nicolaides
                                    Title: President



                                    CELLEMETRY LLC

                                    By: /s/ Stratton J. Nicolaides
                                        ----------------------------------------
                                    Name: Stratton J. Nicolaides
                                    Title: President

                                    UPLINK SECURITY, INC.

                                    By: /s/ Stratton J. Nicolaides
                                        ----------------------------------------
                                    Name: Stratton J. Nicolaides
                                    Title: President

Principal Address of Numerex:
1600 Parkway Circle
Suite 200
Atlanta, GA 30339

Principal Address of each of the Subsidiaries:
BNI Solutions LLC                                   Numerex Solutions, LLC
2820 E. College Ave.                                1600 Parkwood Circle
Suite B                                             Suite 200
State College, PA 16801-7548                        Atlanta, Georgia 30339-2119

Uplink Security, Inc.                               DCX Systems, Inc.
1600 Parkwood Circle                                2360 Maryland Road
Suite 200                                           Willow Grove, PA 19090
Atlanta, Georgia 30339-2119

Broadband Networks, Inc.                            Mobile Guardian LLC
2820 E. College Ave.                                1600 Parkwood Circle
Suite B                                             Suite 200
State College, PA 16801-7548                        Atlanta, Georgia 30339-2119

Data1Source LLC                                     Numerex Investment Corp.
1600 Parkwood Circle                                1600 Parkwood Circle
Suite 200                                           Suite 200
Atlanta, Georgia 30339-2119                         Atlanta, Georgia 30339-2119

Cellemetry LLC
1600 Parkwood Circle
Suite 200
Atlanta, Georgia 30339-2119



Address of Secured Party:
5565 Glenridge Connector
Suite 2000
Atlanta, Georgia 30342
Facsimile No. 404-236-6324

EX-99.4

                                                                    Exhibit 99.4

                            LINE OF CREDIT AGREEMENT

         This Line of Credit Agreement (this "Agreement") is dated as of March
28, 2003 by and between Digilog, Inc., a Pennsylvania corporation ("Debtor")
and Alethea Limited Partnership, a Delaware limited partnership ("Lender").

         WHEREAS, the Debtor seeks to establish a line of credit with the
Lender, and the Lender desires to extend funds to the Debtor through a line of
credit, on the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows.

         Section 1.        The Line of Credit and the Note.

                  A.       Subject to the terms and conditions of this
Agreement, the Lender hereby offers, and the Debtor hereby accepts, a line of
credit for the Debtor (the "Line of Credit"), pursuant to which the Debtor may
borrow up to an aggregate of One Million Dollars ($1,000,000) (the "Credit
Limit") during the Term thereof (as defined below). Advances under the Line of
Credit shall be made by the Lender in accordance with the terms set forth in
this Agreement, and the repayment obligations incurred by such advances shall be
represented by the term promissory note, dated as of the date hereof, issued by
the Debtor to the Lender in the form of Exhibit A hereto in the original
principal amount of up to One Million Dollars ($1,000,000) (the "Note").

                  B.       Advances and Repayments.
                           ------------------------

                           (i)      ADVANCES. At any time commencing on the date
hereof and throughout the Term (as defined in Section 1(C) below), the Debtor
may request advances to be made to it under the Line of Credit by sending
written notice to the Lender at its address appearing in the "Notices" section
hereof, indicating the total amount of funds sought in such advance (each such
request, a "Draw"). The minimum amount in any Draw requested by the Debtor shall
be at least One Hundred Thousand Dollars ($100,000). Within three Business Days
of its receipt of such notice from the Debtor, the Lender shall advance to the
Debtor an amount equal to the requested Draw. Simultaneously with advancing such
funds to the Debtor, the Lender shall have the right to notate on the SCHEDULE A
attached to the Note, the amount of money advanced by it pursuant to such Draw,
together with the sum total of all advances made by the Lender under the Line of
Credit through such date. In the absence of manifest error, the Schedule
attached to the Note shall be deemed a conclusive accounting of the sums
advanced to the Debtor.



                                    (a)      For purposes of this Agreement, a
"Business Day" shall mean any day on which commercial banks located in Florida
are required or permitted by law to be open for the purpose of conducting
commercial banking business.

                           (ii)     Repayments. The Debtor shall have the right
at any time during the Term to repay any or all of the principal amounts
outstanding under the Line of Credit, provided that the minimum amount of any
repayment shall be at least One Hundred Thousand Dollars ($100,000) and that
such repayment is accompanied by all accrued and unpaid interest thereon and
other amounts (if any) incurred in connection therewith through the date of
repayment. There shall be no penalty or premium assessed with respect to any
repayment of principal prior to the Maturity Date (as defined below). The Debtor
shall give notice of any repayment to the Lender at least three Business Days in
advance of such repayment, indicating therein the total amount being repaid and
the anticipated repayment date. On such repayment date, the Debtor shall repay
to the account of the Lender the total amount being repaid. Upon its receipt of
a repayment, the Lender shall have the right to notate on the Schedule A
attached to the Note, the amount of money so repaid, together with the sum total
of all repayments made through such date. In the absence of manifest error, the
Schedule attached to the Note shall be deemed a conclusive accounting of the
sums repaid by the Debtor.

                  C.       The Term. The Debtor may request Draws under the Line
of Credit, in amounts up to the Credit Limit, at any time and from time to time
after the date hereof and through the first anniversary of the date hereof (the
"Maturity Date", and the period extending from date hereof through the Maturity
Date, the "Term" of the Line of Credit). Unless earlier accelerated in
accordance with Section 4(A)(i) hereof, on the Maturity Date, all outstanding
advances made hereunder, together with all interest accrued thereon and all
other amounts (if any) incurred in connection therewith, shall be due and
payable in full to the Lender.

                  D.       The Guarantee. The prompt payment and performance of
all of the obligations of the Debtor under the Line of Credit and the Note shall
be guaranteed by Numerex Corp., a Pennsylvania corporation and the parent
corporation of the Debtor ("Numerex") pursuant to the terms of a Guarantee in
the form of Exhibit B hereto (the "Guarantee"), to be executed and delivered
simultaneously herewith.

                  E.       Security for the Obligations. Simultaneously with the
execution and delivery hereof, the Debtor and Numerex shall execute and deliver
to the Lender a security and pledge agreement in the form of Exhibit C hereto
(the "Security and Pledge Agreement"). Pursuant to the Security and Pledge
Agreement, the Debtor and Numerex shall provide the collateral described therein
as security for the obligations to the Lender under the Line of Credit and the
Note.

         Section 2.        Other Terms and Conditions of the Line of Credit.

                  A.       Interest.



                           (i)      Interest Rate. Subject to subsection (iii)
below, from the date hereof through and including the Maturity Date, interest
shall accrue on all outstanding Draws advanced under the Line of Credit from
time to time at a fixed rate equal to ten percent (10%) per annum (the "Interest
Rate"). Interest shall be calculated on the basis of a year of 360 days and
shall be payable for the actual number of days elapsed.

                           (ii)     Monthly Interest. Interest accrued hereunder
shall be payable by the Debtor to the Lender in cash monthly in arrears, for
each month or portion thereof during which balances were outstanding hereunder.
Interest shall be due and payable on the first day of each month or, if such day
is not a Business Day, on the next succeeding Business Day (with interest
accrued through such date). The Lender shall have the right but not the
obligation, at its sole discretion, to waive receipt of its monthly interest
payment due hereunder by written notice thereof to the Debtor. In such an
occurrence, with no Event of Default hereunder, interest payable to the Lender
for that month shall be capitalized, and interest shall thereafter accrue
thereon at the Interest Rate through the Maturity Date, at which time such
deferred payment plus all accrued and unpaid interest thereon shall be due and
payable. Interest accruing on such deferred payment shall be combined with, and
payable on the same date as, all other monthly interest payable to the Lender
hereunder.

                           (iii)    Default Interest Rate. After the occurrence
and during the continuation of an Event of Default (as defined in Section 4
below), additional interest shall accrue on the outstanding principal balance
due under the Line of Credit at a rate equal to one and one-half percent (1.5%)
per month in excess of the Interest Rate. Interest accruing under this Section
2(A)(iii) shall be due and payable in cash upon demand by the Lender.

                           (iv)     Maximum Interest Rate. Notwithstanding
anything contained herein to the contrary, if a court of competent jurisdiction
determines in a final order that the rate of interest payable under the Line of
Credit exceeds the highest rate of interest permissible under law (the "Maximum
Lawful Rate"), then so long as the Maximum Lawful Rate would be so exceeded, the
rate of interest payable shall be equal to the Maximum Lawful Rate; provided,
however, that if at any time thereafter the rate of interest payable thereunder
is less than the Maximum Lawful Rate, the Debtor shall continue to pay interest
at the Maximum Lawful Rate until such time as the total interest received by the
Lender is equal to the total interest that would have been received had the
interest rate payable under the Line of Credit been (but for the operation of
this paragraph) the interest rate payable since the date hereof as otherwise
provided by the terms hereof. Thereafter, interest shall be paid at the rate(s)
of interest and in the manner provided in this Section 2(A) unless and until the
rate of interest again exceeds the Maximum Lawful Rate, and at that time this
paragraph shall again apply. In no event shall the total interest received by
the Lender pursuant to the terms hereof exceed the amount that it could lawfully
have received had the interest due under the Line of Credit been calculated for
the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is
calculated pursuant to this paragraph, such interest shall be calculated at a
daily rate equal to the Maximum Lawful Rate divided by the number of days in the
year in which such calculation is made. If, notwithstanding the provisions of
this Section 2(A)(iv), a court of competent jurisdiction shall finally determine
that the Lender has received interest in excess of the Maximum Lawful Rate, the
Lender shall, to the extent permitted by applicable law, promptly apply such
excess to the outstanding principal



balance due under the Note and thereafter shall refund any excess to the Debtor
or as a court of competent jurisdiction may otherwise order.

                  B.       Fees. There shall be no commitment fee payable in
connection with this Line of Credit, nor shall there be any unused facility fee
payable in the event that less than all of the funds available under the Line of
Credit are drawn.

                  C.       Use of Proceeds. The Debtor shall apply all advances
received under the Line of Credit for general corporate purposes, and shall
specifically be permitted to use any proceeds hereunder to pay dividends or make
loans to its sole shareholder, at the Debtor's discretion. No proceeds shall be
used to purchase or carry, or to reduce or retire or refinance any credit
incurred to purchase or carry, any margin stock (within the meaning of
Regulations U and X of the Board of Governors of the Federal Reserve System) or
to extend credit to others for the purpose of purchasing or carrying any such
margin stock.

                  D.       General Payment Terms. All amounts advanced under the
Line of Credit, together with all accrued interest thereon and other amounts, if
any, incurred thereunder or in connection therewith, shall be due and payable on
the Maturity Date. All payments shall be made in lawful money of the United
States of America in immediately available funds to such bank account as the
Lender shall specify in writing to the Debtor. The Debtor shall make payments
under the Line of Credit not later than 1:00 p.m. (Eastern Standard Time) on the
Maturity Date or such earlier repayment date, as applicable. All amounts
received by the Lender shall be applied first, to any costs or expenses due to
it pursuant to the terms hereof or in enforcement of its rights in respect
hereof, second, to accrued interest, and third to unpaid principal. Failure to
pay any balances outstanding under the Line of Credit promptly when due shall
entitle the Lender to exercise any remedies specified herein, under the
Guarantee, the Security and Pledge Agreement, the UCC (as defined hereinafter),
or that may be otherwise available at law or in equity.

                           (i)      For purposes of this Agreement, "UCC" shall
mean the Uniform Commercial Code as in effect from time to time in the State of
Florida.

         Section 3.        Affirmative Covenants. From the date of this
Agreement and during the Term hereof or until such time as all amounts due
hereunder and under the Note shall be paid in full, each of the Debtor and
Numerex agrees that it shall, and Numerex shall cause its subsidiaries to:

                  A.       maintain their corporate existence and names;

                  B.       comply with all applicable laws, statutes, orders,
judgments, decrees, injunctions, rules, regulations, franchises, permits,
authorizations and other requirements, except where the failure to so comply
could not reasonably be expected to have a material adverse effect on the
assets, operations, business, condition (financial or otherwise), results of
operations or prospects of the Debtor, Numerex and Numerex's other subsidiaries,
considered as a whole, or on the Debtor's ability to perform its obligations
hereunder and under the Note (a "Material Adverse Effect");



                  C.       maintain their properties in reasonably good working
order;

                  D.       promptly pay all taxes, assessments, claims and other
governmental charges which, if unpaid, might cause a lien to be imposed on their
respective properties;

                  E.       maintain all insurance on their properties in
accordance with standard industry practices;

                  F.       keep books of account reflecting true and complete
entries of all their dealings and transactions; and

                  G.       provide written notice to the Lender of any event
which constitutes, or with the passage of time or giving of notice would
constitute, an Event of Default hereunder or could otherwise give rise to a
Material Adverse Effect.

         Section 4.        Events of Default.

                  A.       Each of the following shall constitute an Event of
Default hereunder, whatever the reason for such event and whether or not it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment or order of any court or any order, rule or regulation of any
governmental or non-governmental body:

                           (i)      subject to the granting of a waiver under
Section 2(A)(ii) hereof, the failure of the Debtor to pay any principal,
interest or other amount incurred under the Line of Credit when due; or

                           (ii)     the Debtor shall violate or be in default
under any other provision of this Agreement, the Note, or the Security and
Pledge Agreement which violation or breach shall not be cured within thirty (30)
days after notice thereof is received by the Debtor from the Lender; or

                           (iii)    Numerex shall be in default under any
provision of the Guarantee or the Security and Pledge Agreement, which default
shall not be cured within thirty (30) days after notice thereof is received by
Numerex from the Lender; or

                           (iv)     the Debtor or Numerex shall fail to pay its
debts generally as they come due, shall make an assignment for the benefit of
creditors, or shall file any petition or action for relief under any bankruptcy,
reorganization, insolvency or moratorium law, or any other law or laws for the
relief of, or relating to, debtors; or

                           (v)      an involuntary petition shall be filed under
any bankruptcy statute against the Debtor or Numerex, or a custodian, receiver,
trustee, assignee for the benefit of creditors (or other similar official) shall
be appointed to take possession, custody, or control of any of the Debtor's or
Numerex's properties, unless such petition or appointment is set aside or
withdrawn or ceases to be in effect within sixty (60) days from the date of said
filing or appointment or an order for relief shall be entered in any such
involuntary action; or



                           (vi)     the Debtor or Numerex (a) shall fail to make
any payment when due (whether by scheduled maturity, required prepayment,
acceleration or otherwise) with respect to any other material indebtedness, or
(b) shall otherwise default under any agreement relating to its indebtedness,
and the effect of such default is (1) to cause such indebtedness to become due
prior to the stated maturity thereof, (2) the imposition of a lien on, or a
seizure of, a material portion of the Debtor's or Numerex's assets; or

                           (vii)    the Debtor or Numerex shall become subject
to a nonappealable judgment or judgments which, considered individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect;
or

                           (viii)   the Debtor shall at any time after the date
hereof issue or incur any indebtedness ranking senior to the Note, or the Debtor
shall repay, prior to the Maturity Date, any indebtedness subordinate to the
Note, in each case without the prior written consent of the Lender; or

                           (ix)     the Debtor or Numerex shall undergo a Change
of Control (as defined below), or the shareholders of the Debtor or Numerex
shall approve any transaction, the effect of which is to cause a Change of
Control of the Debtor or Numerex, respectively.

                                    (a)      For purposes of this Agreement,
"Change of Control" shall mean any of the following:

                                             (1)      any 'person' or 'group'
(within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange
Act of 1934, as amended, and the applicable rules and regulations thereunder)
shall become the `beneficial owner(s)' (as defined in said Rule 13d-3) of shares
of stock of the Debtor or of Numerex, either directly or indirectly, that
entitle such holder to control more than fifty percent (50%) of the voting stock
of the Debtor or of Numerex;

                                             (2)      approval by the
stockholders of the Debtor or of Numerex, or the consummation of, any merger,
reorganization, consolidation, share exchange, recapitalization, restructuring
or other business combination in which the Debtor or Numerex, as applicable, is
not the surviving party;

                                             (3)      the sale, assignment,
lease or other disposition (whether in one transaction or a series of
transactions) of all or substantially all of the assets of the Debtor or of
Numerex; or

                                             (4)      a majority of the board of
directors of the Debtor or of Numerex incumbent as of the date hereof, or their
duly elected successors, shall cease to be directors of the Debtor or of
Numerex, respectively.

         Section 5.        Remedies on Default



                  A.       Declaration of Default. Except as set forth in
Sections 5(A)(i) below, an Event of Default shall exist under the Line of Credit
and the remedies hereunder shall be triggered at such time as the Lender shall
so declare in writing to the Debtor.

                           (i)      The Lender shall not be obligated to declare
the occurrence of an Event of Default hereunder with respect to the events
described in Sections 4(A)(iii) and (iv) hereof, upon the occurrence of which an
Event of Default shall exist hereunder immediately and automatically, without
further notice, demand or action of any kind on behalf of any party.

                  B.       Available Remedies. Upon the occurrence and during
the continuation of an Event of Default, the Lender may do any or all of the
following:

                           (i)      the Lender shall have the right to declare
all balances outstanding under the Note or arising hereunder, immediately due
and payable in full, except that upon the occurrence of an Event of Default as
described in Sections 4(A)(iii) and (iv), all such balances shall immediately
and automatically become due and payable, without notice, demand, presentment or
action of any kind by the Lender, all of which are hereby waived by the Debtor;

                           (ii)     the Lender shall have the right to seek
satisfaction from Numerex of any of the Debtor's outstanding obligations
pursuant to the terms of the Guarantee;

                           (iii)    the Lender shall have the right to exercise
any or all of the remedies specified under the Security and Pledge Agreement;
and

                           (iv)     the Lender may exercise any or all of its
rights and remedies under law (including, without limitation, all remedies
provided under the UCC) or in equity.

                  C.       Non-Exclusive Remedies. No remedy herein conferred or
reserved is intended to be exclusive of any other available remedy or remedies,
but each and every such remedy shall be cumulative and shall be in addition to
every other remedy now or hereafter existing at law or in equity or by statute.

                  D.       General. All of the Debtor's obligations hereunder
and under the Note are absolute and unconditional. No delay or omission to
exercise any right or power accruing upon any default, omission or failure of
performance hereunder shall impair any such right or power or shall be construed
to be a waiver thereof, but any such right or power may be exercised from time
to time and as often as may be deemed expedient. In order to exercise any remedy
reserved to the Lender, it shall not be necessary to give any notice, and the
Debtor hereby expressly waives presentment, demand, protest or notice of any
kind. To the fullest extent permitted by law, the Debtor will not plead, claim
or take any benefit or advantage of any statute, law, rule or regulation would
could prohibit, delay or forgive the Debtor from paying any or all amounts
arising hereunder or under the Note, or which may affect the enforceability of
any of the covenants and agreements set forth herein.



         Section 6.        Miscellaneous.

                  A.       Notices. All notices, requests and other
communications to any party hereunder shall be in writing and shall be effective
(i) if given by certified U.S. mail, upon the date so certified as delivered;
(ii) if given by overnight courier, on the next Business Day; (iii) if given by
hand-delivery, upon such delivery; (iv) if given by email, upon electronic
notification of delivery; or (iv) if given by facsimile, upon receipt of
successful transmission. Notices hereunder shall be mailed or faxed as follows:

         If to the Lender:          Alethea Limited Partnership
                                    4193 Las Palmas Way
                                    Sarasota, FL 34238
                                    Attention: Mr. Stratton Nicolaides
                                    Facsimile: (941) 925-9302

         If to the Debtor:          Digilog, Inc.
                                    1600 Parkwood Circle
                                    Atlanta, GA 30339
                                    Attention: President
                                    Facsimile: (770) 693-5951

         If to Numerex:             Numerex Corp.
                                    1600 Parkwood Circle
                                    Atlanta, GA 30339
                                    Attention: President
                                    Facsimile: (770) 693-5951

         with a copy to:            Andrew J. Ryan, Esq.
                                    Salisbury & Ryan
                                    1325 Avenue of the Americas
                                    New York, NY 10019
                                    Facsimile: (212) 977-4668

                  B.       No Waiver. No delay or failure on the part of the
Lender to exercise any right, power or privilege granted under this Agreement or
the Note or available at law or in equity, shall impair any such right, power or
privilege or be construed as a waiver of any Event of Default or any
acquiescence therein. No single or partial exercise of any such right, power or
privilege shall preclude the further exercise of such right, power or privilege.
No waiver shall be valid against the Lender unless made in writing and signed by
the Lender, and then only to the extent expressly specified therein.

                  C.       Expenses. Provided that the Lender is in compliance
with all of its obligations under this Line of Credit Agreement, the Debtor
agrees to pay all of the reasonable costs and expenses incurred by the Lender
(including but not limited to the fees and disbursements of its counsel) based
upon, arising out of or in any way related to the Lender's relationship with the
Debtor or any of the Debtor's affiliates, including but not limited to the
enforcement of the



Lender's rights under this Agreement, the Note, the Guarantee or the Security
and Pledge Agreement.

                  D.       Amendments. No provision of this Agreement or the
Note may be amended or waived unless in writing and consent to by the Lender.

                  E.       Successors and Assigns. The provisions of this
Agreement and the Note shall be binding upon and inure to the benefit of the
parties hereto and thereto and their respective permitted successors and
assigns. The Debtor may not assign or otherwise transfer any of its duties or
obligations hereunder or under the Note to any person or entity without the
prior written consent of the Lender. The Lender shall have the right to transfer
and assign any or all of its obligations and rights hereunder and under the Note
to any party without the consent of (but with notice to) the Debtor.

         F.       Governing Law. The provisions hereof shall be governed by and
construed in accordance with the laws of the State of Florida without regard to
the conflict of law principles thereof.

         G.       CONSENT TO JURISDICTION. THE DEBTOR EXPRESS AND IRREVOCABLY
CONSENTS THAT ANY LEGAL ACTION OR PROCEEDING AGAINST IT UNDER, ARISING OUT OF,
OR IN ANY MANNER RELATING TO THIS AGREEMENT OR THE NOTE REFERENCED HEREIN SHALL
BE BROUGHT IN THE STATE OR DISTRICT COURTS OF THE STATE OF FLORIDA AND THAT
SERVICE OF PROCESS MAY BE MADE UPON IT IN ANY SUCH SUIT OR ACTION BY SERVICE OF
PROCESS AS PROVIDED BY FLORIDA LAW. THE DEBTOR, BY ITS EXECUTION AND DELIVERY OF
THIS AGREEMENT AND THE NOTE, EXPRESSLY AND IRREVOCABLY CONSENTS AND SUBMITS TO
THE PERSONAL JURISDICTION OF ANY OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDING
AND HEREBY EXPRESSLY AND IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY
LAW, ANY OBJECTION, CLAIM OR DEFENSE IN ANY SUCH ACTION OR PROCEEDING BASED ON
ANY ALLEGED LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON
CONVENIENS OR ANY SIMILAR BASIS. THE LENDER AND THE DEBTOR AGREE THAT FINAL
JUDGMENT IN ANY SUCH CIVIL SUIT OR ACTION SHALL BE CONCLUSIVE AND BINDING UPON
IT AND SHALL BE ENFORCEABLE AGAINST IT BY SUIT UPON SUCH JUDGMENT IN ANY COURT
OF COMPETENT JURISDICTION.

         H.       WAIVER OF JURY TRIAL. THE LENDER AND THE DEBTOR KNOWINGLY,
VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE THE RIGHT EITHER OF THEM MAY
HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, WHETHER IN CONTRACT OR
TORT, AT LAW OR EQUITY, BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT, THE NOTE, THE GUARANTEE, THE SECURITY AND PLEDGE AGREEMENT
AND ANY OTHER DOCUMENT OR INSTRUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION
HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF THE LENDER OR THE DEBTOR. THIS PROVISION IS A
MATERIAL



INDUCEMENT FOR THE LENDER AGREEING TO ENTER INTO THIS AGREEMENT AND ACQUIRE THE
NOTE. FURTHER, THE LENDER AND THE DEBTOR HEREBY CERTIFY THAT NO REPRESENTATIVE
OR AGENT OF EITHER OF THEM, NOR THE COUNSEL OF EITHER OF THEM, HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK
TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.

                  I.       WAIVER OF DEMAND. THE DEBTOR HEREBY EXPRESSLY WAIVES
ANY PRESENTMENT, DEMAND, PROTEST OR NOTICE IN CONNECTION WITH THIS AGREEMENT OR
THE NOTE, AS ANY MAY BE NOW OR HEREAFTER REQUIRED BY APPLICABLE LAW.

                  J.       Further Assurances. The Debtor shall promptly cure
any defects in the creation, issuance and delivery of this Agreement and the
Note. The Debtor shall, at its expense, promptly execute and deliver to the
Lender upon request, all such other and further documents, agreements, and
instruments in compliance with or accomplishment of the covenants and agreements
of the parties hereunder, or to correct any omissions herein or in the Note, or
to state more fully the obligations and agreements arising hereunder, or to
obtain any consents, all as may be reasonably necessary or appropriate in
connection therewith.

                            [signature page follows]



         IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the undersigned as of the date set forth above.

                                    DIGILOG, INC.

                                    By: /s/ Michael Marrett
                                        ----------------------------------------
                                    Name:  Michael Marrett
                                    Title: [Executive Vice President

                                    NUMEREX CORP.

                                    By: /s/ Michael Marrett
                                        ----------------------------------------
                                    Name: Michael Marrett
                                    Title: Executive Vice President

                                    ALETHEA LIMITED PARTNERSHIP

                                    By: Jovan, Inc., its General Partner

                                        By: /s/ Stratton J. Nicolaides
                                        ----------------------------------------
                                        Name:  Stratton Nicolaides
                                        Title: Chairman

EX-99.5

                                                                    Exhibit 99.5

                          SECURITY AND PLEDGE AGREEMENT

         This Security Agreement (this "Agreement"), dated as of March 28,
2003, is executed by Numerex Corp., a Pennsylvania corporation ("Numerex") and
Digilog, Inc., a Pennsylvania corporation ("Digilog" and together with Numerex,
the "Debtors") in favor of Alethea Limited Partnership, a Delaware limited
partnership (the "Secured Party").

         WHEREAS, Digilog has entered into that certain Line of Credit Agreement
dated as of the date hereof with the Secured Party (the "Line of Credit
Agreement"), pursuant to which the Secured Party has agreed to make advances to
Digilog in accordance with the terms thereof; and

         WHEREAS, Numerex has given the Secured Party that certain Guarantee
dated as of the date hereof, pursuant to which Numerex guarantees the prompt
payment and performance of all of Digilog's obligations under the Line of Credit
Agreement and the Term Promissory Note issued by Digilog in connection
therewith; and

         WHEREAS, it is a condition to the obligations of the Secured Party
under the Line of Credit Agreement that Digilog and Numerex execute and deliver
this Security and Pledge Agreement.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Debtors hereby agree as
follows:

         Section 1.        Security Interest and Pledge.

                  A.       Grant of Security Interest. Digilog hereby grants,
assigns, transfers, pledges and conveys to the Secured Party a first priority
continuing security interest in and to all of the assets of Digilog, in each
case whether now owned or hereafter acquired, together with all parts,
substitutions, replacements, profits, products and proceeds thereof, as follows:

                          (i) all right, title and interest in and to all of the

     assets and properties of Digilog of every description whatsoever and
     wherever located, tangible and intangible, including without limitation (a)
     all inventory, equipment, machinery, moveable fixtures and goods held for
     sale or being processed for sale of Digilog, maintained in the conduct of
     business; (b) all accounts and funds on deposit of Digilog; (c) all
     receivables of Digilog and all other rights for goods sold or leased or for
     services rendered; (d) all chattel paper, instruments and documents of
     Digilog; (e) all general intangibles of Digilog; (f) all personal property
     of Digilog; and (g) all contract rights, leases and claims of Digilog,
     including without limitation, all rights under any license, sales, supplier
     or other agreements or contracts, and all cash and non-cash proceeds of all
     of the foregoing, including without limitation, all insurance and
     condemnation proceeds of every type or nature (collectively, the "Digilog
     Assets").



                  B.       Pledge of Stock. Numerex hereby grants, assigns,
transfers, pledges and conveys to the Secured Party a first priority continuing
security interest in and to all of the stock of Digilog, whether now owned or
hereafter acquired, together with all substitutions, replacements, profits and
proceeds thereof, as follows:

                           (i)      all right, title and interest in and to all
         shares of the capital stock of Digilog, now or hereafter owned by
         Numerex and all proceeds (direct or indirect) of such shares, including
         without limitation any and all payments, stock rights, stock splits,
         subscription rights, dividends, distributions, profit allocations, new
         certificates, new securities, additions, renewals, replacements,
         amendments or other rights that are now or hereafter declared, issued,
         paid or distributed or that are now or hereafter payable or
         distributable with respect to such shares (the "Pledged Shares" and
         together with the "Digilog Assets", the "Collateral").

         Section 2.        Secured Liabilities.

                  A.       The security interest granted by Digilog hereunder
     secures the payment and performance of all obligations of Digilog to the
     Secured Party, whether now existing or hereafter arising however created,
     evidenced or arising, whether individually or jointly with others, and
     whether absolute or contingent, direct or indirect, as maker, endorser,
     guarantor, surety or otherwise, liquidated or unliquidated, matured or
     unmatured, whether or not secured by other collateral and including,
     without limitation, all obligations of Digilog to perform or forbear from
     performing any acts, and all costs of collection including attorneys' fees
     and costs, whether such collection occurs prior to, during, or after any
     bankruptcy proceedings are filed by or against Digilog, and further
     specifically includes all of the obligations arising under the Line of
     Credit Agreement, as such obligations are represented by the Note (all of
     which are hereinafter collectively referred to as the "Liabilities").

                  B.       The security interest granted by Numerex hereunder
     secures (i) the payment and performance of all of the Liabilities, and (ii)
     the payment and performance of all obligations of Numerex to the Secured
     Party pursuant to the Guarantee, whether such obligations are now existing
     or hereafter arising however created, evidenced or arising, whether
     individually or jointly with others, and whether absolute or contingent,
     direct or indirect, as maker, endorser, guarantor, surety or otherwise,
     liquidated or unliquidated, matured or unmatured, whether or not secured by
     other collateral and including, without limitation, all obligations of
     Numerex to perform or forbear from performing any acts, and all costs of
     collection including attorneys' fees and costs, whether such collection
     occurs prior to, during, or after any bankruptcy proceedings are filed by
     or against Numerex.



         Section 3.        Representations, Warranties and Covenants.

                  A.       Representations, Warranties and Covenants of Digilog.
Digilog hereby represents, warrants and covenants as follows regarding itself
and the Digilog Assets:

                           (i)      This Agreement has been duly authorized,
executed and delivered by Digilog and constitutes its valid and binding
obligation, enforceable against it in accordance with the terms hereof.

                           (ii)     Digilog is, or to the extent that the
         Digilog Assets will be acquired after the date hereof, will be, the
         owner of all of the Digilog Assets, free from any adverse lien,
         security interest or encumbrances, and Digilog, at its own expense,
         will defend the Digilog Assets against all claims and demands of all
         other persons at any time claiming any of the Digilog Assets or an
         interest therein.

                           (iii)    Digilog has not executed any other security
         agreement or other agreement with respect to any of the Digilog Assets
         and has not heretofore given or contracted to give, nor will it
         hereafter give, authorize or permit to exist, any security interest of
         any kind on any of the Digilog Assets to anyone except the Secured
         Party.

                           (iv)     There is no financing statement or other
         notice of security interest now on file in any public office covering
         any of the Digilog Assets, or which is intended to cover the Digilog
         Assets, or in which Digilog is named or signs as a debtor, and so long
         as any amount remains unpaid on any of the Liabilities, or any credit
         from the Secured Party to Digilog under the Line of Credit Agreement is
         in use by or available to it, Digilog will not execute or authorize the
         filing of, and there will not be on file in any public office, any
         financing statement or statements or other notice of security interest
         except for the financing statement(s) to be filed in respect of and for
         the security interest of the Secured Party granted or provided for
         herein.

                           (v)      Upon request of the Secured Party, Digilog
         will stamp on its records concerning the Collateral, a notation of the
         security interest of the Secured Party hereunder, which notation shall
         be satisfactory to the Secured Party in both form and content.

                           (vi)     Digilog will promptly notify the Secured
         Party of any change in the location of the Digilog Assets.

                           (vii)    Digilog will immediately give written notice
         to the Secured Party of (a) any change in the principal place of
         business, chief executive office or state of formation or incorporation
         of Digilog, (b) any change in Digilog's name, or (c) any merger,
         consolidation or other reorganization involving Digilog or the Digilog
         Assets.

                           (viii)   Any and all records concerning the Digilog
         Assets will be kept at the Principal Address of Digilog as indicated in
         Exhibit A hereto. The Secured Party or its designee may inspect or
         audit such records, and make copies and abstracts thereof, at



         any time, and upon request of the Secured Party, Digilog will deliver
         to it all such records and furnish duly verified copies of summaries
         thereof in form and content satisfactory to the Secured Party. Further,
         upon request of the Secured Party, Digilog will furnish to the Secured
         Party such information concerning itself and the Digilog Assets as the
         Secured Party may from time to time request. Digilog will not remove
         all or any part of such records from the locations indicated below, nor
         will it keep any records concerning any Digilog Asset owned by it at
         any other location, without the prior written consent of the Secured
         Party.

                           (ix)     Upon request of the Secured Party, Digilog
         will promptly do all acts and things, and will execute and file all
         instruments (including security agreement, financing statements,
         amendments, statements of change, etc.) deemed necessary by the Secured
         Party under applicable law to establish, maintain and continue the
         Secured Party's perfected security interest in the Digilog Assets, and
         will pay all costs and expenses of filing and recording or promptly
         reimburse the Secured Party therefor if such costs and/or expenses are
         incurred by the Secured Party, including the costs of any searches
         deemed necessary by it to establish, determine or maintain the validity
         and the priority of its security interest, and pay or otherwise satisfy
         all other claims and charges which in the opinion of the Secured Party
         might prejudice, imperil or otherwise affect any of the Digilog Assets
         or the Secured Party's security interest therein.

                           (x)      All records and other information with
         respect to the Digilog Assets at any time heretofore or hereafter
         furnished by Digilog to the Secured Party is and will be true and
         correct as of the date furnished.

                           (xi)     Digilog will pay promptly pay, or cause to
         be promptly paid, when due, all taxes, assessments and other charges
         levied or assessed upon any of the Digilog Assets.

                           (xii)    After the occurrence and during the
         continuance of an Event of Default and after notice from the Secured
         Party, Digilog will forthwith, upon receipt, transmit and deliver to
         the Secured Party, for its benefit, in the form received, all cash,
         checks, drafts, items, chattel paper and other instruments to writing
         for the payment of money (properly endorsed, where required, so that
         such items may be collected by the Secured Party) which may be received
         by Digilog at any time in full or partial payment or otherwise as
         proceeds of any of the Digilog Assets. After such notice from the
         Secured Party, Digilog will hold all such items it may receive in
         express trust for the Secured Party until delivery is made to the
         Secured Party.

                           (xiii)   To the extent permitted by applicable law,
         Digilog hereby waives the right to redeem any of the Digilog Assets and
         to object to any proposal by the Secured Party to retain any of the
         Digilog Assets in satisfaction of any of the Liabilities.

                           (xiv)    To the extent permitted by applicable law,
         Digilog hereby waives any right to obtain injunctive or other relief
         relative to the Secured Party's sale or other disposition of the
         Digilog Assets provided to it for any purpose by any person or entity.



         Digilog further agrees to execute such documents and instruments and do
         all other acts or things or cause such documents to be executed or
         things to be done, as the Secured Party may reasonably request in order
         to properly take and perfect the Secured Party's security interest or
         lien in any additional property or assets resulting from such
         disposition.

                  B.       Representations, Warranties and Covenants of Numerex.
Numerex hereby represents, warrants and covenants as follows regarding itself
and the Pledged Shares:

                           (i)      This Agreement has been duly authorized,
         executed and delivered by Numerex and constitutes its valid and binding
         obligation, enforceable against it in accordance with the terms hereof.

                           (ii)     Numerex is, or to the extent that the
         Pledged Shares will be acquired after the date hereof, will be, the
         owner of the Pledged Shares, free from any adverse lien, security
         interest or encumbrances, and Numerex, at its own expense, will defend
         the Pledged Shares against all claims and demands of all other persons
         at any time claiming the Pledged Shares or an interest therein.

                           (iii)    Numerex has not executed any other security
         agreement or other agreement with respect to the Pledged Shares and has
         not heretofore given or contracted to give, nor will it hereafter give,
         authorize or permit to exist, any security interest of any kind on the
         Pledged Shares to anyone except the Secured Party.

                           (iv)     Simultaneously with the execution and
         delivery hereof, Numerex will deliver to the Secured Party all original
         certificates evidencing the Pledged Shares, free and clear of all
         liens, claims and encumbrances, duly endorsed for transfer or
         accompanied by stock powers executed in blank or other instrument of
         assignment and transfer, on the face of each of which shall appear a
         restrictive legend indicating that such certificate is subject to the
         terms and conditions hereof; and at all times after the date hereof,
         immediately upon its receipt thereof, Numerex will deliver to the
         Secured Party, all further certificates, documents and other
         instruments evidencing any of the Pledged Shares (including Collateral
         obtained in substitution, exchange or liquidation thereof).

                           (v)      Numerex shall not vote any of the Pledged
         Shares to approve the issuance of any additional shares of capital
         stock of Digilog, or any options, warrants or rights therefor, or to
         approve any other measure conflicting with the provisions of this
         Agreement, the Guarantee, the Line of Credit Agreement or the Note.

                           (vi)     Numerex shall not attempt to sell, transfer,
         pledge, hypothecate, grant any security interest in or otherwise
         dispose of the Pledged Shares to any other person or entity without the
         prior written consent of the Secured Party, which consent will not be
         unreasonably withheld or delayed.

                           (vii)    Numerex shall furnish to the Secured Party a
         copy of any notices or communications received by it from Digilog as
         stockholder thereof.



                           (viii)   In the event that, during the term hereof,
         Digilog shall undertake a stock split, reverse stock split,
         reorganization, recapitalization, merger, combination, share exchange
         or any other transaction affecting the Pledged Shares, Numerex shall
         cause the Secured Party to receive, upon surrender of the certificates
         representing the original Pledged Shares, such securities, assets,
         rights or other consideration as a holder of the Pledged Shares would
         receive upon the consummation of such transaction pursuant to the terms
         thereof, and the Secured Party shall hold same as Collateral hereunder.

                           (ix)     Appropriate notation of the pledge of the
         Pledged Shares has been recorded on the stock ledger of Digilog.
         Numerex agrees that, unless and until an Event of Default shall occur
         under the Line of Credit Agreement, Digilog is entitled to declare and
         pay dividends or make distributions in respect of its shares, and
         Numerex shall have the right to retain such dividends or distributions
         and use the proceeds thereof as it shall deem appropriate, provided
         that the Secured Party shall retain a security interest in such
         dividends, distributions and proceeds.

                           (x)      All records and other information with
         respect to the Pledged Shares at any time heretofore or hereafter
         furnished by Numerex to the Secured Party is and will be true and
         correct as of the date furnished.

                           (xii)    After the occurrence and during the
         continuance of an Event of Default and after notice from the Secured
         Party, Numerex will forthwith, upon receipt, transmit and deliver to
         the Secured Party, for its benefit, in the form received, all cash,
         checks, drafts, items, chattel paper and other instruments to writing
         for the payment of money (properly endorsed, where required, so that
         such items may be collected by the Secured Party) which may be received
         by Numerex at any time in full or partial payment or otherwise as
         proceeds of any of the Pledged Shares. After such notice from the
         Secured Party, Numerex will hold all such items it may receive in
         express trust for the Secured Party until delivery is made to the
         Secured Party.

                           (xiii)   To the extent permitted by applicable law,
         Numerex hereby waives the right to redeem any of the Pledged Shares and
         to object to any proposal by the Secured Party to retain any of the
         Pledged Shares in satisfaction of any of the Liabilities.

                           (xiv)    To the extent permitted by applicable law,
         Numerex hereby waives any right to obtain injunctive or other relief
         relative to the Secured Party's sale or other disposition of the
         Pledged Shares. Numerex further agrees to execute such documents and
         instruments and do all other acts or things or cause such documents to
         be executed or things to be done, as the Secured Party may reasonably
         request in order to properly take and perfect the Secured Party's
         security interest or lien in any additional property or assets
         resulting from such disposition.

         Section 4.        Covenants and Agreements Applicable to Insurance. If
requested by the Secured Party, Digilog will keep any of the Digilog Assets
insured against fire, damage, theft, business interruption and such other risks
as the Secured Party may require. Such insurance will be in such amounts, with
such companies, for such periods of time, and in such form as shall be



satisfactory to the Secured Party. Any and all such insurance policies are to be
made payable to the Secured Party in the event of loss, under a standard
non-contributory "mortgages", "Secured Party's", or "secured party" clause and
shall contain a breach of warranty provision acceptable to the Secured Party
which shall establish the Secured Party's right to be paid the insurance
proceeds irrespective of any action, inaction, breach of warranty or conditions,
or negligence of Digilog or any other person or entity with respect to such
policies. All such insurance policies shall contain such other provisions as the
Secured Party may require in order to protect its interests in the Digilog
Assets and to any payments to be made under such policies. All such policies
shall provide for a minimum of thirty (30) days' written notice to the Secured
Party prior to cancellation. Digilog hereby appoints the Secured Party as its
attorney-in-fact, to file claims under any such insurance policies, to receive,
receipt and give acquittance for any payments that may be payable to Digilog
thereunder, and to execute any and all endorsements, receipts, releases,
assignments, reassignments or other documents that may be necessary to effect
the collection, compromise or settlement of any claims under any such insurance
policies, which power of attorney shall be deemed coupled with an interest and
irrevocable so long as the Secured Party shall have a security interest in any
of the Digilog Assets pursuant to this Agreement. If Digilog shall fail to
procure such insurance so requested or to pay any premium with respect thereto,
then the Secured Party may, at its discretion, procure such insurance or pay
such premium, and any costs so incurred by the Secured Party shall constitute a
part of the Liabilities secured hereby. The Secured Party may apply the proceeds
of any such insurance policy received by it to the payment of any Liabilities,
whether due or not due, in such order of application as the Secured Party shall
determine. Digilog shall promptly furnish the Secured Party with certificates or
other evidence satisfactory to it indicating compliance with the foregoing
insurance requirements.

         Section 5.        Power of Attorney. Digilog agrees that, in order to
protect the Secured Party's rights hereunder, Digilog hereby constitutes any
officer or employee of the Secured Party as its true and lawful attorney-in-fact
with full power of substitution:

                  A.       to endorse or sign the name of Digilog upon any
invoice, freight or express bill or bill of lading relating to any Digilog
Assets covered hereby;

                  B.       to endorse or sign the name of Digilog upon drafts
against account debtors assignments and verifications of accounts, and notices
to account debtors;

                  C.       to endorse or sign the name of Digilog upon any and
every remittance or instrument of payment, including checks, drafts, and money
orders, and in whatever form received;

                  D.       to notify the post office authorities to change the
address for delivery of Digilog's mail to an address designated by the Secured
Party;

                  E.       to receive, open and dispose of all mail addressed to
Digilog; and

                  F.       to do and perform all other acts and things
necessary, proper and requisite to carry out the intent of this Agreement. The
power herein granted shall be deemed to be



coupled with an interest and may not be revoked by Digilog until all of the
Liabilities have been paid in full, including all expenses payable.

         Section 6.        Use of Collateral. Until an Event of Default shall
have occurred, the Debtors may, unless otherwise provided in this Agreement, at
their own expense, sell, lease, furnish under contract of service, use, consume,
administer, manage and otherwise deal with any of the respective Collateral
owned by it in the ordinary course of business consistent with such Debtor's
business practices.

         Section 7.        Performance of the Debtors' Obligations. The Secured
Party may from time to time, at its sole discretion, perform any agreement of
either Debtor hereunder which such Debtor shall fail to perform and take any
other action that the Secured Party deems necessary for the maintenance or
preservation of any of the Collateral or its interest therein (including,
without limitation, the discharge of taxes or liens of any kind against the
Collateral), and each of the Debtors agrees to promptly reimburse the Secured
Party, on demand, for all expenses incurred in connection with the foregoing,
together with interest thereon at the rate 18% per annum, or at the highest rate
permitted by law, whichever is less, from the date incurred until the date of
reimbursement.

         Section 8.        Events of Default. An "Event of Default" shall occur
hereunder upon any breach of any provision of the Line of Credit Agreement, the
Note, the Guarantee, this Agreement or any breach of any other obligation of
either of the Debtors to the Secured Party.

         Section 9.        Remedies Upon Default. If an Event of Default shall
occur, then the Secured Party shall have the following rights and powers, any or
all of which it may undertake or exercise without any notice to the Debtors:

                  A.       to enter the premises upon which any of the Digilog
         Assets are located through any Secured Party's employees, agents or
         representatives and, without legal process, take exclusive possession
         thereof and the records relating thereto;

                  B.       to require Digilog to assemble the Digilog Assets and
         the records relating thereto, upon the Secured Party's demand, at
         Digilog's expense, and make it available to the Secured Party at a
         place designated by it which is reasonably convenient for it and
         Digilog;

                  C.       to sell the Collateral at public or private sale and
         at any private sale as permitted by law. Such sale shall result in the
         sale, conveyance and disposition of all right, title, and interest of
         the applicable Debtor in all or any part of the Collateral which is the
         subject of such a disposition. The Secured Party is authorized as
         attorney-in-fact for each of the Debtors to sign and execute and bill
         of sale, transfer, conveyance, stock powers or other instrument in
         writing that may be necessary or desirable to effectuate any such
         disposition of the respective Collateral owned by it;

                  D.       to collect and retain, by legal proceedings or
otherwise all dividends, distributions, interest, principal payments and other
sums now or hereafter payable upon or on



account of the Pledged Shares, whether payable in cash or in kind;

                  E.       to exercise all voting powers pertaining to any and
all of the Pledged Shares (and give proxies and written consents in lieu of
voting thereon) as the Secured Party, in its sole discretion, shall determine;

                  F.       to enter into any renewal, modification, extension,
substitution, reorganization, deposit, merger or consolidation agreement or any
agreement in any way relating to or affecting the Collateral, and in connection
therewith may deposit or surrender control of the Collateral thereunder, accept
other property in exchange for such Collateral and do and perform such acts and
things as it may deem proper, and any money or property received in exchange for
such Collateral or otherwise may be either applied to indebtedness due under the
Note or held by the Secured Party as Collateral pursuant to the provisions
hereof in a non-interest bearing or cash collateral account;

                  G.       to make any compromise, settlement or release the
Secured Party deems desirable or proper with reference to the Collateral;

                  H.       to insure, process and preserve the Collateral;

                  I.       to cause the Collateral to be transferred to its name
or to the name of its nominee;

                  J.       to exercise as to such Collateral all of the rights,
powers and remedies of an owner;

                  K.       to perform any obligation of either of the Debtors
hereunder;

                  L.       to seek satisfaction from Numerex of any of the
outstanding Liabilities pursuant to the terms of the Guarantee; and

                  M.       to exercise all other rights of a secured party under
the UCC (as defined below) and all other rights under law and at equity, all of
which shall be cumulative.

         Section 10.       Notice of Intended Disposition. If any notification
of intended disposition of any Collateral is required by law, reasonable
notification shall be deemed given if written notice is deposited in the U.S.
Mail, first class or certified postage prepaid, addressed to the applicable
Debtor and such other persons or entities as the Secured Party deems to be
appropriate, stating the time and place of any public sale or the time after
which any private sale or disposition is to be made, at least five (5) days
prior thereto.

         Section 11.       Proceeds of Disposition.

                  A.       The proceeds of any disposition of the Collateral
shall be applied in the following order:

                           (i)      first, to pay all costs and expenses
associated with the retaking, holding, preparation and disposition of the
Collateral on behalf of the Secured Party;



                           (ii)     then, to pay attorneys' fees and any other
applicable costs or expenses owed by either of the Debtors to the Secured Party
under this Agreement, the Guarantee, the Line of Credit Agreement or under the
Note;

                           (iii)    next, to pay all accrued but unpaid interest
accrued upon the Liabilities in such order as the Secured Party may determine at
its discretion; and

                           (iv)     finally, to all unpaid principal outstanding
under the Liabilities, whether or not due and payable, in such order as the
Secured Party may determine at its sole discretion. Any remaining surplus shall
be paid to the applicable Debtor or otherwise in accordance with law. If the
proceeds of such disposition are insufficient to pay the Liabilities in full,
Digilog, Numerex and all other persons or entities liable thereon shall remain
fully obligated to the Secured Party for the unpaid balance thereof.

         Section 12.       Security Interest Absolute. This Agreement and the
lien, security interest and security title conveyed hereunder shall remain in
full force and effect without regard to, and shall not be released, suspended,
terminated, modified or otherwise affected by any circumstance or occurrence
whatsoever, including without limitation any of the following (whether or not
the Debtors consent thereto or have notice thereof):

                  A.       any change in or waiver of the time, place or manner
of payment, or any other term, of the Line of Credit Agreement, the Note or the
Guarantee or any waiver of or any renewal, extension, increase, amendment or
modification of or addition or supplement to or deletion from, or any other
action or inaction under or in respect of, the Line of Credit Agreement, the
Note or the Guarantee or any other document, instrument or agreement referred to
therein or any assignment or transfer of the any rights or obligations under
Line of Credit Agreement, the Note or the Guarantee;

                  B.       any bankruptcy, insolvency, liquidation or other like
proceeding or occurrence relating to the Secured Party or either Debtor;

                  C.       any failure of the Secured Party to exercise any
right or remedy against any person or entity other than Debtors;

                  D.       any other act or failure to act by the Secured Party
which may adversely affect either Debtor; or

                  E.       any other circumstance which might otherwise
constitute a defense against, or a legal or equitable discharge of, the Debtors'
liability under this Agreement, the Line of Credit Agreement, the Note or the
Guarantee, or the Secured Party's lien, security interest or security title
hereunder.

         Section 13.       Miscellaneous.

                  A.       The Secured Party shall be deemed to have exercised
     reasonable care in the custody and preservation of any of the Collateral in
     its possession if it takes such action



     for that purpose as either of the Debtors reasonably requests in writing,
     but failure of the Secured Party to comply with any such request shall not
     of itself be deemed a failure to exercise reasonable care, and no failure
     of the Secured Party to preserve or protect any rights with respect to such
     Collateral against prior parties, or to do any act with respect to the
     preservation of such Collateral not so requested by the Debtors, shall be
     deemed a failure to exercise reasonable care in the custody or preservation
     of such Collateral.

                  B.       No delay or failure on the part of the Secured Party
in exercising any right, power or privilege under this Agreement or other
instruments or agreements executed in connection with or pursuant to this
Agreement, or any of the Liabilities shall impair any such right, power or
privilege or be construed as a waiver of any default or any acquiescence
therein. No single or partial exercise of any such right, power or privilege
shall preclude the further exercise of such right, power or privilege, or the
exercise of any other right, power or privilege. No waiver shall be valid
against the Secured Party unless made in writing and signed by it, and then only
to the extent expressly specified therein. All remedies provided herein or
pursuant to this Agreement or any of the Liabilities and all remedies otherwise
afforded to the Secured Party by law or at equity shall be cumulative and shall
be available to the Secured Party, from time to time, until all the Liabilities
has been fully satisfied.

                  C.       Each of the Debtors waives all notices of acceptance,
presentment, protest, acceleration and of dishonor or non-payment. Each of the
Debtors further waives any right that it may have, by statute or otherwise, to
require that the Secured Party seek recourse first against any other person or
entity prior to enforcing the Secured Party's lien, security interest and
security title under this Agreement. Each of the Debtors further consents and
agrees that, without notice to or consent by the Debtor and without affecting or
impairing this Agreement and the lien, security interest and security title
granted hereunder, the Secured Party may compromise or settle, or may waive,
amend or supplement in any manner the provisions of the Line of Credit
Agreement, the Note, the Guarantee or any other document, instrument or
agreement relating thereto (other than this Agreement). Each of the Debtors
expressly waives any and all rights of subrogation, reimbursement, indemnity or
contribution and any other claim which it may now or hereafter have against any
other person or entity arising from the existence, performance or enforcement of
this Agreement or by or against the Debtors or with respect to any of the
Collateral.

                  D.       This Agreement may be executed simultaneously in
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one agreement.

                  E.       This Agreement shall in all respects be construed in
accordance with and governed by the laws of the state of Florida, without regard
to the conflicts of laws principal thereof.

                  F.       The captions of the sections of this Agreement are
inserted for convenience only and shall not be deemed to constitute a part
hereof or used in construing the intent of the parties.



                  G.       All words and terms used in this Agreement (and in
any financing statements or other documents filed of record evidence the
security interest granted hereby) other than those specifically defined herein
shall be deemed to have the meanings accorded to them in the Uniform Commercial
Code as then in effect in the State of Florida, as the same may be amended from
time to time (the "UCC").

                  H.       If any part of any provision of this Agreement shall
be invalid or unenforceable under applicable law, said part shall be ineffective
to the extent of such invalidity only, without in any way effecting the
remaining parts of said provision or the remaining provisions.

                  I.       This Agreement shall not be modified or amended
except in writing signed by the party to be bound.

                  J.       All representations made by the Debtors in connection
herewith shall survive the execution and delivery of this Agreement, the Line of
Credit Agreement, the Note and the Guarantee and any and all other agreements,
documents and writings relating to or arising out of any of the foregoing or any
of the Liabilities.

                  K.       This Agreement shall bind and inure to the benefit of
the parties, their successors, legal representatives, heirs and, where
permitted, assigns.

                  L.       All notices or communications to be delivered
hereunder shall be given to the Debtors at the addresses set forth under the
caption "Principal Address" in Exhibit A hereto, and shall be given to the
Secured Party at its address set forth under the caption "Address of Secured
Party" in Exhibit A hereto.

                  M.       Unless otherwise specifically provided herein to the
contrary, all written notices and communications shall be delivered by
facsimile, email, hand, overnight courier service, or mailed by first class
mail, postage prepaid, addressed to the parties hereto at the addresses referred
to above in subsection (K) or to such other addresses as any party may designate
to the other party by a written notice given in accordance with the provisions
hereof. Any written notice delivered by facsimile or email shall be deemed given
upon receipt of confirmation of transmission. Any notice delivered by hand or by
overnight courier service shall be deemed given or received upon receipt. Any
written notice delivered by U.S. Mail shall be deemed given or received on the
fifth (5th) Business Day after being deposited in the U.S. Mail.

                  N.       Capitalized terms used but not defined herein
(including, without limitation, the descriptions of the Collateral in Section 1
hereof) shall have the meanings given to them in the UCC or the Line of Credit
Agreement, as the case may be.

                  O.       CONSENT TO JURISDICTION. EACH OF THE DEBTORS
EXPRESSLY AND IRREVOCABLY CONSENTS THAT ANY LEGAL ACTION OR PROCEEDING AGAINST
IT UNDER, ARISING OUT OF, OR IN ANY MANNER RELATING TO THIS NOTE SHALL BE
BROUGHT IN THE STATE OR DISTRICT COURTS OF THE STATE OF FLORIDA, AND THAT
SERVICE OF PROCESS MAY BE



MADE UPON IT IN ANY SUCH SUIT OR ACTION BY SERVICE OF PROCESS AS PROVIDED BY
FLORIDA LAW. EACH OF THE DEBTORS, BY ITS EXECUTION AND DELIVERY OF THIS
AGREEMENT, EXPRESSLY AND IRREVOCABLY CONSENTS AND SUBMITS TO THE PERSONAL
JURISDICTION OF ANY OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDING AND HEREBY
EXPRESSLY AND IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION, CLAIM OR DEFENSE IN ANY SUCH ACTION OR PROCEEDING BASED ON ANY
ALLEGED LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS OR
ANY SIMILAR BASIS. THE DEBTORS AND THE SECURED PARTY AGREE THAT FINAL JUDGMENT
IN ANY SUCH CIVIL SUIT OR ACTION SHALL BE CONCLUSIVE AND BINDING UPON IT AND
SHALL BE ENFORCEABLE AGAINST IT BY SUIT UPON SUCH JUDGMENT IN ANY COURT OF
COMPETENT JURISDICTION.

                  P.       JURY WAIVER. EACH OF THE DEBTORS AND THE SECURED
PARTY HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVES TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT ANY OF THE PARTIES MAY
HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, WHETHER IN CONTRACT OR
TORT, AT LAW OR IN EQUITY, BASED HEREON, OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT, THE LINE OF CREDIT AGREEMENT, THE NOTE, THE
GUARANTEE, THE COLLATERAL, THE LIABILITIES SECURED HEREBY AND ANY OTHER DOCUMENT
OR INSTRUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE
OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS
OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE SECURED
PARTY ENTERING INTO THIS AGREEMENT. FURTHER, EACH OF THE DEBTORS HEREBY
CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE SECURED PARTY, NOR ANY OF THE
SECURED PARTY'S COUNSEL, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE
SECURED PARTY WOULD NOT, IN THE EVEN OF SUCH LITIGATION, SEEK TO ENFORCE THIS
WAIVER OF RIGHT TO JURY TRIAL PROVISIONS. NO REPRESENTATIVE OR AGENT OF THE
SECURED PARTY NOR THE SECURED PARTY'S COUNSEL, HAS THE AUTHORITY TO WAIVE,
CONDITION, OR MODIFY THIS PROVISION.

                            [signatures on next page]



         IN WITNESS WHEREOF, this Agreement has been signed and delivered by the
Debtors on this ___ day of March, 2003.

                                    DEBTORS:

                                    NUMEREX CORP.

                                    By:    /s/ Michael Marrett
                                           _____________________________________
                                    Name:  Michael Marrett
                                    Title: Executive Vice President

                                    DIGILOG, INC.

                                    By:    /s/ Michael Marrett
                                           _____________________________________
                                    Name:  Michael Marrett
                                    Title: Executive Vice President



                                    EXHIBIT A

Principal Address of Numerex:
1600 Parkway Circle
Suite 200
Atlanta, GA 30339

Principal Address of Digilog:
Digilog, Inc.
2360 Maryland Road
Willow Grove, PA 19090

Address of Secured Party:
Alethea Limited Partnership
4193 Las Palmas Way
Sarasota, FL 34238
Attention: Mr. Stratton Nicolaides

EX-99.6

                                                                    Exhibit 99.6

                              TERM PROMISSORY NOTE

Up to U.S.$1,000,000                                             March 28, 2003

         FOR VALUE RECEIVED, the undersigned, DIGILOG, INC., a Pennsylvania
corporation ("Debtor"), hereby promises to pay to the order of Alethea Limited
Partnership, a Delaware limited partnership with an address located at 4193 Las
Palmas Way, Sarasota, Florida 34238 (together with any subsequent holder hereof,
the "Holder"), the principal sum of up to ONE MILLION and NO/100 UNITED STATES
DOLLARS (U.S.$1,000,000) and in such exact aggregate amount as shall be advanced
by Holder and notated on Schedule A attached hereto, together with interest
accrued on the principal amount outstanding from time to time under this Term
Promissory Note (the "Note").

         This Note is issued pursuant to, and is the Note referred to, in that
certain Line of Credit Agreement dated of even date herewith by and between
Debtor and Holder (the "Line of Credit Agreement"), and is entitled to all of
the benefits, and subject to all of the terms and conditions, contained therein.
By this reference to the Line of Credit Agreement, all of such terms and
conditions shall be deemed incorporated hereby as if set forth in full herein.
Capitalized terms used but not defined herein shall have the meanings ascribed
thereto in the Line of Credit Agreement.

         Interest shall accrue and be payable under this Note at such times and
at such rate as are set forth in the Line of Credit Agreement. All principal
sums outstanding hereunder, together with all interest accrued and unpaid in
respect thereof, shall be due and payable in full on the first anniversary of
the date hereof (the "Maturity Date") except to the extent accelerated pursuant
to the terms of the Line of Credit Agreement.

         All advances and repayments hereunder shall be made in lawful money of
the United States of America in immediately available funds to an account
indicated by the applicable party. As further described in the Line of Credit
Agreement, Holder shall be responsible for notating on Schedule A hereto the
amounts of each advance and repayment of funds made hereupon, and the dates
thereof, which amounts shall be conclusive in the absence of manifest error.

         The obligations represented by this Note shall be (1) guaranteed
pursuant to the terms of a certain Guarantee in the form of Exhibit B to the
Line of Credit Agreement, given as of the date hereof by Numerex Corp. to the
Lender, and (2) secured pursuant to the terms of a certain Security and Pledge
Agreement entered into as of the date hereof between Debtor, Holder and Numerex
Corp., in the form of Exhibit C to the Line of Credit Agreement.



         The Line of Credit Agreement contains, among other things, provisions
specifying all events of default, acceleration of balances due and restrictions
on repayments hereunder. Failure to pay this Note promptly when due shall
entitle Holder to exercise any remedies specified in the Line of Credit
Agreement, the Guarantee, the Security and Pledge Agreement, or that may be
otherwise available at law or in equity. Debtor agrees to save and hold Holder
harmless against all liabilities, costs and expenses (including attorneys' fees)
incurred in connection with the enforcement of Holder's rights under this Note
or the Line of Credit Agreement.

         No provision of this Note may be amended or waived unless in writing
and consent to by Holder. Debtor may not assign or otherwise transfer any of its
obligations under this Note. This Note may be assigned by Holder to any person
without the prior written consent of Debtor.

         This Note shall be governed by and construed in accordance with the
laws of the State of Florida without regard to the conflict of law principles
thereof.

         DEBTOR EXPRESS AND IRREVOCABLY CONSENTS THAT ANY LEGAL ACTION OR
PROCEEDING AGAINST IT UNDER, ARISING OUT OF, OR IN ANY MANNER RELATING TO THIS
NOTE SHALL BE BROUGHT IN THE STATE OR DISTRICT COURTS OF THE STATE OF FLORIDA,
AND THAT SERVICE OF PROCESS MAY BE MADE UPON IT IN ANY SUCH SUIT OR ACTION BY
SERVICE OF PROCESS AS PROVIDED BY FLORIDA LAW. DEBTOR, BY ITS EXECUTION AND
DELIVERY OF THIS NOTE, EXPRESSLY AND IRREVOCABLY CONSENTS AND SUBMITS TO THE
PERSONAL JURISDICTION OF ANY OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDING AND
HEREBY EXPRESSLY AND IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW,
ANY OBJECTION, CLAIM OR DEFENSE IN ANY SUCH ACTION OR PROCEEDING BASED ON ANY
ALLEGED LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS OR
ANY SIMILAR BASIS. EACH OF HOLDER AND DEBTOR AGREES THAT FINAL JUDGMENT IN ANY
SUCH CIVIL SUIT OR ACTION SHALL BE CONCLUSIVE AND BINDING UPON IT AND SHALL BE
ENFORCEABLE AGAINST IT BY SUIT UPON SUCH JUDGMENT IN ANY COURT OF COMPETENT
JURISDICTION.

         HOLDER AND DEBTOR KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND
IRREVOCABLY WAIVE THE RIGHT EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN
RESPECT TO ANY LITIGATION, WHETHER IN CONTRACT OR TORT, AT LAW OR EQUITY, BASED
HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE. THIS PROVISION
IS A MATERIAL INDUCEMENT FOR HOLDER AGREEING TO ACQUIRE THIS NOTE. FURTHER,
HOLDER AND DEBTOR EACH HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF
EITHER OF THEM, NOR THEIR RESPECTIVE COUNSEL, HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT IT WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE
THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.

                  DEBTOR HEREBY EXPRESSLY WAIVES ANY PRESENTMENT, DEMAND,
PROTEST OR NOTICE IN CONNECTION WITH THIS NOTE, AS ANY MAY BE NOW OR HEREAFTER
REQUIRED BY APPLICABLE LAW.



         IN WITNESS WHEREOF, this Note has been duly executed and delivered by
the undersigned.

                                    DIGILOG, INC.

                                    By:    /s/ Michael Marrett
                                           -------------------------------------
                                    Name:  Michael Marrett

                                    Title: Vice President



                                   SCHEDULE A



Type of Transaction                 Date of               Amount of              Net Total Principal
(Advance or Repayment)              Transaction           Transaction ($)        Outstanding ($)
- ----------------------              -----------           ---------------        ---------------
                                                                        
____________________                __________            $______________        $==============

____________________                __________            $______________        $==============

____________________                __________            $______________        $==============

____________________                __________            $______________        $==============

____________________                __________            $______________        $==============

____________________                __________            $______________        $==============

____________________                __________            $______________        $==============

EX-99.7

                                                                    Exhibit 99.7

                                    GUARANTEE

         In consideration of, and in order to induce Alethea Limited
Partnership, a Delaware limited partnership (the "Lender") to enter into the
Line of Credit Agreement dated as of the date hereof (the "Line of Credit
Agreement") with Digilog, Inc. ("Digilog") and Numerex Corp. ("Guarantor"), and
to advance monies to Digilog in accordance with the terms thereof, the
Guarantor, being the parent of Digilog, guarantees the full and prompt payment
and performance of all of the obligations of Digilog to the Lender, whether
direct or indirect, absolute or contingent, due or to become due, now existing
or hereafter arising (the "Obligations"), which are incurred by Digilog pursuant
to (a) the Line of Credit Agreement, (b) the Term Promissory Note dated as of
the date hereof and issued by Digilog to the Lender pursuant to the Line of
Credit Agreement (the "Note"), and (c) the Security and Pledge Agreement dated
of the date hereof, among Digilog, the Guarantor and the Lender (the "Security
and Pledge Agreement"), or otherwise. This Guarantee is one of payment and not
of collectability. The liability of the Guarantor hereunder shall be unlimited
and shall continue, regardless of the payment, reduction, creation, or any
change in the amount of Obligations, and this Guarantee shall not be terminated
by the absence, from time to time, of indebtedness under the Line of Credit
Agreement or the Note being guaranteed hereby, but shall apply equally to all
new indebtedness thereafter created under the Line of Credit Agreement, the Note
or the Security and Pledge Agreement.

         The Guarantor waives presentment, protest, notice of acceptance of this
Guarantee, notice of any advances made, extensions granted, or other action
taken in reliance hereon and all demands and notices of every kind in connection
with this Guarantee or the Obligations hereby guaranteed; assents to any
renewal, extension or postponement of the time of payment or any other
indulgence, to any substitution, exchange or release of collateral, and/or to
the addition or release of any other person primarily or secondarily liable; and
it agrees to the provisions of the Line of Credit Agreement, the Note and/or
other paper evidencing the Obligations hereby guaranteed. The Guarantor waives
any claim or other right now existing or hereafter acquired against Digilog, or
any other party, that arises from the performance of Guarantor's obligations
under this Guarantee, including, without limitation, any right of reimbursement,
recourse, subrogation, indemnity, exoneration, as well as any rights or remedies
relating to any collateral security which the lender now has or hereafter may
acquire under the Security and Pledge Agreement or otherwise.

         It is agreed that the Lender may, upon any breach or default of Digilog
under the Line of Credit Agreement, the Note or the Security and Pledge
Agreement, or at any time thereafter, make demand upon the Guarantor, and
receive payment and performance of the Obligations, with or without notice or
demand for payment or performance on Digilog.



         This Guarantee shall inure to the benefit of the Lender and its
successors and assigns and shall be binding upon the Guarantor and the
successors and permitted assigns and/or other legal representatives of the
Guarantor.

         The Guarantor agrees to indemnify the Lender and hold it harmless from
and against all loss and expense, including legal fees, suffered or incurred by
the Lender as a result of claims to compel the return of any payment received by
the Lender from Digilog, or transfers for the Lender's account or collateral,
with respect to the Obligations of Digilog guaranteed herein. The Obligations of
Digilog guaranteed herein shall be automatically reinstated if and to the extent
the Lender is compelled to return any payment by or on behalf of Digilog, and
the Guarantor agrees to remain liable for such Obligations even though this
Guarantee may have been terminated and/or the agreements evidencing the debt
canceled, together with all costs, expenses and reasonable attorneys' fees
incurred in connection with the enforcement of this Guarantee.

         The Guarantor agrees to pay all of the Lender's costs and expenses,
including attorneys' fees and legal expenses incurred in connection with the
enforcement of this Guarantee. This Guarantee binds the undersigned by the sole
fact, that it bears the undersigned's signature. This Guarantee can be altered
only by a document or letter signed by the duly authorized representatives of
each of the Lender and the Guarantor. The Guarantor waives all rights to invoke
any condition, promise, or representation made by anyone which might have the
effect of invalidating this Guarantee or of limiting its interests.

         No failure or delay on the part of the Lender in exercising any right,
power, or privilege hereunder and no course of dealing between the Lender and
the Guarantor shall operate as a waiver of such right, power or privilege.

         The Obligations of the Guarantor under this Guarantee shall continue in
full force and effect until the payment, observance and performance in full of
the Obligations.

         This Guarantee and the rights and obligations of the Guarantor
hereunder shall be construed in accordance with the laws of the State of Florida
without giving effect to the conflict of laws rules. This Guarantee may be
signed in counterparts, each of which shall be deemed to be an original.

         Any judicial proceeding brought against the Guarantor with respect to
this Guarantee may be brought in the courts of the State of Florida, and by
execution and delivery of this Guarantee, the Guarantor (i) accepts, generally
and unconditionally, the nonexclusive jurisdiction of such courts and any
related appellate court, and irrevocably agrees to be bound by any judgment
rendered thereby in connection with this Guarantee and (ii) irrevocably waives
any objection it may now or hereafter have as to the venue of any such suit,
action or proceeding brought in such courts or that any such court is an
inconvenient forum. Nothing herein shall affect the right of the Lender to bring
proceedings against the Guarantor in the courts of any other jurisdiction. The
Guarantor hereby consents to service of process in any suit, action or other
proceeding arising out of the transactions contemplated hereby, and hereby
irrevocably appoints the Florida office of CT Corporation as its
attorney-in-fact for the purpose of receiving service of process in any action,
suit, or proceeding in any of such courts.



         THE GUARANTOR AND THE LENDER EACH HEREBY WAIVE, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE
ARISING UNDER OR RELATING TO THIS GUARANTEE, AND EACH HEREBY AGREES THAT ANY
SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

         IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be
executed as of this ___ day of March, 2003.

                                    Guarantor:

                                    NUMEREX CORP.

                                    By: /s/ Michael Marrett
                                        ----------------------------------------
                                    Name:  Michael Marrett
                                    Title: Executive Vice President

STATE OF GEORGIA___________)
                           ) ss:
COUNTY OF FULTON___________)

On this ___ day of March, 2003, before me, ________________________, the
undersigned officer, personally appeared, ___________________________ who
acknowledged him/herself to be the _________________________ of Numerex Corp.,
and that he/she, being duly authorized so to do, executed the foregoing
instrument for the purposes therein contained, and who duly acknowledged the
execution of the same to be his/her free act and deed individually and as such
officer, and the free act and deed of said corporation for the purposes therein
contained, by signing the name of the corporation by him/herself as such
officer.

IN WITNESS WHEREOF, I hereunto set my hand.

                                       _____________________________________
                                                   Notary Public

My Commission Expires: ____________________

EX-99.8

                                                                    Exhibit 99.8

Numerex Purchases Cingular Interest in Cellemetry LLC

Includes the Buy-Back of 625,000 Shares of Numerex Common Stock

In Conjunction With Purchase of Cingular 40% Minority Interest

ATLANTA, March 31 /PRNewswire-FirstCall/ -- Numerex Corp. (Nasdaq: NMRX) today
announced the purchase of Cingular's 40% interest in Cellemetry LLC, a joint
venture formed in 1998, and the 625,000 shares of Numerex common stock owned by
Cingular for $5 million. The Company issued a secured note for $5 million
payable through December 15, 2004 in three payments beginning in December 15,
2003 with interest accruing at 8%. The transaction gives Numerex full ownership
of Cellemetry LLC and its subsidiary, Uplink Security Inc., while simultaneously
reducing Numerex's shares outstanding by 5.5%.

"The Cingular transaction clearly underscores our belief in the future of our
wireless data business and the viability of our recurring revenue financial
model," said Stratton Nicolaides, chairman and CEO of Numerex. "We have set our
strategic course with a clear-cut mission of growing our wireless telemetry
business with a focus on our direct market drivers, such as Uplink(SM) Security
and MobileGuardian(TM). We believe that our end-to-end wireless solutions
combined with the network connections added by our value- added resellers and
strategic partners, provides Numerex an optimal path to bring real value back
into the Company's stock, despite the difficult economic environment. Cingular
has been supportive and constructive throughout this several-month negotiating
process, and we look forward to continuing our long- standing relationship."

The Company is currently seeking to raise capital sufficient to meet its
obligations, both for general operational purposes and to meet the agreed upon
payment schedule contained in the Cingular transaction. Numerex has secured a
line of credit from Alethea Limited Partnership, a company affiliated with its
chairman and CEO, Stratton Nicolaides. Alethea has agreed to extend a $1 million
line of credit for a period of one year, primarily to be used for working
capital purposes at a fixed rate of 10% with no commitments fees, and secured by
a pledge of the stock and assets of Digilog, Inc., a Numerex wholly-owned
subsidiary. The Company believes that this line of credit should provide it with
sufficient liquidity to fund its operations through the balance of the year.

The Company also announced that it has retained investment-banking firm
Jefferies & Company, Inc. as its financial advisor to assist the Board of
Directors in reviewing a range of potential financial and strategic
alternatives, including capital raising as well as potential divestitures of
non-core assets. The divestiture of these non-core assets are expected to
generate additional capital that can be used for both working capital and
general corporate purposes, including meeting its debt obligations to Cingular.
Of course, there are no assurances that an asset sale will occur or that if a
sale occurs it will generate proceeds sufficient to meet its debt obligations.



About Cellemetry(R)

Cellemetry(R) provides two-way, wireless data connectivity for a variety of
machine-to-machine communications that remotely monitor, measure, or track fixed
and mobile assets. The Cellemetry(R) patented technology has been licensed to
strategic partners and application developers providing a broad range of
solutions widely available across North and South America.

About Numerex

Numerex (Nasdaq: NMRX) is a technology company comprised of operating
subsidiaries that develop and market a wide range of wireless and wireline
communications products and services. The Company's primary focus is wireless
data communications utilizing proprietary network technologies. Numerex
primarily offers products and services in wireless data communications through
Cellemetry(R) and Data1Source(TM), and digital multimedia through PowerPlay(TM).
These services enable customers around the globe to monitor and move information
for a variety of applications from home and business security to distance
learning. In addition, the Company offers wireline alarm security products and
services, as well as telecommunications network operational support systems. For
more information on Numerex, please visit our Web site at: www.nmrx.com

Statements contained in this press release concerning Numerex that are not
historical fact are "forward-looking" statements and involve important risks and
uncertainties. Such risks and uncertainties, which are detailed in Numerex's
filings with the Securities and Exchange Commission, could cause Numerex's
results to differ materially from current expectations as expressed in this
press release.