
þ	No fee required.

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.


(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

TABLE OF CONTENTS


NUMEREX CORP
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
INTRODUCTION
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
PROPOSAL ONE: ELECTION OF DIRECTORS
CORPORATE GOVERNANCE
PROPOSAL TWO: RATIFICATION OF INDEPENDENT ACCOUNTANTS
REPORT OF THE AUDIT COMMITTEE
REPORT OF THE COMPENSATION COMMITTEE
COMPENSATION DISCUSSION AND ANALYSIS
Total Cash Compensation Compared to PEERS
Summary Compensation Table — fiscal 2006 and 2007
Non-Equity Incentive Plan for Fiscal 2007: Revenue and EBITDA (Non-MBO) Component
MBO award plan metrics — fiscal 2007
Outstanding Equity Awards At Fiscal Year-End — fiscal 2007
Grants of Plan-Based Awards — fiscal 2007
CODE OF ETHICS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
OTHER BUSINESS
SHAREHOLDER PROPOSALS
ANNUAL REPORT

NUMEREX CORP.

1600 Parkwood Circle SE,
Suite 500

Atlanta, GAGeorgia 30339

Dear Shareholders:

We are pleased to enclose your Notice of Annual Meeting of Shareholders and Proxy Statement for the Annual Meeting of Shareholders of Numerex Corp. (the “Company”) to be held at 11:00 a.m. on Friday, May ~~11, 2007,~~9, 2008, at The Parkwood Room at Hawthorn Suites, 1500 Parkwood Circle, Atlanta, Georgia 30339.

At the Annual Meeting, you will be asked to ~~(1)~~(i) elect ~~seven~~eight nominees to serve as directors of the ~~Company, and (2)~~Company; (ii) ratify the appointment of Grant Thornton LLP as the independent accountants of the ~~Company.~~Company; and (iii) transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

The Board of Directors hopes that you will be able to attend the ~~shareholders’ meeting.~~Annual Meeting. We look forward to meeting each of you and discussing with you the significant events that have occurred during the Company’s past year and its current prospects. If you are unable to attend in person or to be otherwise represented, we urge you to vote by signing the enclosed proxy and mailing it to us in the accompanying stamped envelope at your earliest convenience. Please be sure to sign it exactly as the name or names appear on the proxy. We urge you to read the enclosed proxy statement, which contains information relevant to the actions to be taken at the meeting.


April ~~9, 2007~~1, 2008		Sincerely yours,

		Stratton J. Nicolaides
		Chairman and Chief Executive Officer
Enclosures

~~TABLE OF CONTENTS~~


~~NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 11, 2007~~
~~PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS~~
~~SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS~~
~~PROPOSAL ONE: ELECTION OF DIRECTORS~~
~~CORPORATE GOVERNANCE~~
~~PROPOSAL TWO: RATIFICATION OF INDEPENDENT ACCOUNTANTS~~
~~REPORT OF THE AUDIT COMMITTEE~~
~~REPORT OF THE COMPENSATION COMMITTEE~~
~~COMPENSATION DISCUSSION AND ANALYSIS~~
~~CODE OF ETHICS~~
~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~
~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~
~~OTHER BUSINESS~~
~~SHAREHOLDER PROPOSALS~~
~~ANNUAL REPORT~~

NUMEREX CORP.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY ~~11, 2007~~9, 2008

TO OUR SHAREHOLDERS:

Notice is hereby given that the ~~annual meeting~~Annual Meeting of ~~shareholders~~Shareholders of Numerex Corp. (the “Company”) will be held on Friday, May ~~11, 2007,~~9, 2008, at 11:00 a.m. (local time), The Parkwood Room at Hawthorn Suites, 1500 Parkwood Circle, Atlanta, Georgia 30339, for the following purposes:

1. To elect a Board of Directors consisting of ~~seven~~eight persons to serve until the next annual meeting of shareholders and until their respective successors shall have been duly elected and qualified;

2. To ratify the appointment of Grant Thornton LLP as the independent accountants of the Company; and

3. To transact such other business as may properly come before ~~this meeting~~the Annual Meeting or any postponement or adjournment thereof.

The Board of Directors ~~has~~ fixed ~~April 5, 2007~~March 3, 2008 as the record date for the determination of shareholders entitled to vote at the ~~annual meeting.~~Annual Meeting. Only shareholders of record at the close of business on that date will be entitled to notice of, and to vote at, the ~~annual meeting.~~Annual Meeting.

YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE URGED TO SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE; NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.


April ~~9, 2007~~1, 2008		By Order of the Board of Directors

		Andrew J. Ryan
		Secretary

NUMEREX CORP.

1600 Parkwood Circle SE,
Suite 500
Atlanta, Georgia 30339

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS

INTRODUCTION

��The Board of Directors of Numerex Corp. (the “Company”), the executive offices of which are located at 1600 Parkwood Circle SE, Suite 500, Atlanta, Georgia 30339, hereby solicits your proxy in the form enclosed for use at the Annual Meeting of Shareholders to be held on May ~~11, 2007,~~9, 2008, at 11:00 a.m. (local time), or at any postponement or adjournment ~~thereof (the “Annual Meeting”).~~thereof. The approximate date on which this Proxy Statement and the accompanying form of proxy will first be sent or given to shareholders is April ~~11, 2007.~~1, 2008.

At the Annual Meeting, shareholders will be asked to (i) elect ~~seven~~eight nominees to serve as directors of the Company, each to serve until the next annual ~~meeting and~~meeting; (ii) ratify the appointment of Grant Thornton LLP as the independent accountants of the ~~Company.~~Company; and (iii) transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

We urge you to date, sign, and return your proxy in the enclosed envelope promptly to make certain that your shares will be voted at the Annual Meeting.

Date, Time, and Place

The Annual Meeting will be held on May ~~11, 2007,~~9, 2008, at 11:00 a.m. (local time), at Hawthorn Suites, 1500 Parkwood Circle, Atlanta, Georgia 30339.

Record Date; Voting Rights

The Company had approximately ~~13,050,399~~13,725,808 shares of Class A Common Stock, no par value (the “Common Stock”), outstanding at the close of business on ~~April 5, 2007,~~March 3, 2008, the record date (the “Record Date”). Only shareholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. The presence, in person or by proxy, of holders of a majority of the outstanding shares of our Common Stock will constitute a quorum. Each share of Common Stock outstanding is entitled to one vote on each matter that may be brought before the Annual Meeting. Votes withheld from ~~directors~~director nominees, abstentions, and broker non-votes will be counted in determining whether a quorum has been reached.

Directors will be elected by a plurality of the votes cast in person or represented by proxy at the meeting and entitled to vote on the election of directors. The ~~seven~~eight nominees receiving the most “for” votes will be elected. In all matters, other than the election of directors, the affirmative vote of the majority of the votes cast in person or by proxy at the Annual Meeting and entitled to vote on the matter will be the act of the shareholders. An abstention, withholding of authority to vote, or broker non-vote will have no effect on the vote and will not be counted in determining whether any proposal has received the required shareholder vote.

A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Broker non-votes, if any, will not be considered in the calculation of the majority of the votes cast and will not have an effect on the outcome of the vote on a matter.

The Company is not currently aware of any matters that will be brought before the Annual Meeting (other than procedural matters) that are not referred to in the enclosed Notice of Annual Meeting.

Voting and Revocation of Proxies

A form of proxy is enclosed. If properly executed and received in time for voting, and not revoked, the enclosed proxy will be voted as indicated in accordance with the directions thereon. If no directions to the contrary are indicated, the persons named in the enclosed proxy will vote all shares of the Company’s Common Stock for

election of all nominees for directors and for the ratification of the selection of Grant Thornton LLP as the Company’s independent accountants.

Sending in a signed proxy will not affect a shareholder’s right to attend the Annual Meeting nor will it preclude a shareholder from voting in person because the proxy is revocable at any time prior to the voting of such proxy. Any shareholder giving a proxy has the power to revoke it by giving written notice to the Secretary of the Company at any time before the proxy is exercised, including by filing a later-dated proxy with the Secretary, or by appearing in person at the Annual Meeting and making a written demand to vote in person.

Solicitation of Proxies

The expense of the proxy solicitation will be borne by the Company. In addition to solicitation by mail, proxies may be solicited in person or by telephone, or by directors, officers, or employees of the Company without additional compensation. Upon request by record holders of the Common Stock who are brokers, dealers, banks, or voting trustees, or their nominees, the Company is required to pay the reasonable expenses incurred by such record holders for mailing proxy material and annual shareholder reports to any beneficial owners of Common Stock.

Fiscal Years

As used in this Proxy Statement, “fiscal ~~2004” means the Company’s fiscal year ended December 31, 2004. “Fiscal 2005” means the Company’s fiscal year ended December 31, 2005. “Fiscal~~ 2006” means the Company’s fiscal year ended December 31, 2006. “Fiscal 2007” means the Company’s fiscal year ended December 31, 2007. “Fiscal 2008” means the Company’s fiscal year ending December 31, 2008.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information regarding the beneficial ownership of the Company’s Common Stock as of ~~April 5, 2007,~~March 3, 2008, by (i) each person known by the Company to be the beneficial owner of more than five percent of the Common Stock, (ii) each director of the Company, (iii) each director, director nominee, and executive officer of the Company, ~~named in the Summary Compensation Table which follows,~~ and (iv) all current directors and executive officers of the Company as a group. Except as otherwise indicated below, the beneficial owners of the Common Stock listed below have sole investment and voting power with respect to such shares.


	Shares Beneficially Owned⁽¹⁾⁽²⁾					Shares Beneficially Owned^(1)(2)(3)
Name and Address of Beneficial Owner or Identity of Group	Number		Percent⁽³⁾			Number		Percent

Gwynedd Resources, Ltd.⁽⁴⁾ 1011 Centre Road Suite 322 Wilmington, DE 19805		3,207,280		24.58	%

Gwynedd Resources, Ltd.⁽⁴⁾ 1011 Centre Road, Suite 322 Wilmington, DE 19805							3,207,280		23.37	%
Elizabeth Baxavanis, Trustee⁽⁵⁾ Dominion Holdings #5 Revocable Trust for the Benefit of Maria E. Nicolaides c/o Salisbury & Ryan LLP 1325 Avenue of the Americas New York, NY 10019		3,207,280		24.58	%		3,207,280		23.37	%

Maria E. Nicolaides⁽⁶⁾ c/o Salisbury & Ryan LLP 1325 Avenue of the Americas New York, NY 10019		3,207,280		24.58	%		3,207,280		23.37	%

Laurus Master Fund, Ltd.⁽⁷⁾ c/o Laurus Capital Management, LLC 825 Third Avenue, 14^th Floor New York, NY 10022		1,237,500		9.48	%		1,435,900		10.46	%

Potomac Capital Management LLC 825 Third Avenue, 33rd Floor New York, New York 10022		1,037,459		7.94	%		1,037,459		7.56	%

Douglas Holsclaw, MD⁽⁸⁾ 42 Llanberris Road Bala Cynwyd, PA 19004		752,382		5.77	%		752,382		5.48	%

Kenneth F. Manser 21 Keswick Close Dunstable, Bedfordshire LU6-3AW United Kingdom		711,658		5.45	%		211,658		*	%

Brian C. Beazer		29,363		*
Brian C. Beazer⁽⁹⁾							536,110		*	%
George Benson		47,500		*			48,500		*	%
Alan B. Catherall		92,000		*			108,250		*	%
Nicholas A. Davidge		11,252		*			13,405		*	%
Matthew J. Flanigan		28,200		*			32,200		*	%
Allan H. Liu		23,500		*
Michael A. Marett		102,750		*			131,500		*	%
Stratton J. Nicolaides⁽⁹⁾		327,250		2.51	%
Stratton J. Nicolaides⁽¹⁰⁾							346,000		*	%
John G. Raos		113,229		*			130,573		*	%
Andrew J. Ryan⁽¹⁰⁾		36,000		*
All Current Directors and Executive Officers as a group (10 persons)		811,044		6.21	%
Andrew J. Ryan⁽¹¹⁾							686,000		5	%
Jeffrey O. Smith⁽¹²⁾							9,350		*	%
All Current Directors and Executive Officers as a group.⁽¹³⁾						2,058,081			15	%


(1)		Percentage calculations are based on the ~~number~~13,725,808 of shares of Class A Common Stock, no par value, that were outstanding at the close of business on ~~April 5, 2007.~~March 3, 2008.

(2)		The shares “beneficially owned” by an individual are determined in accordance with the definition of “beneficial ownership” set forth in the regulations of the Securities and Exchange Commission. Accordingly, they may include shares owned by or for, among other things, the wife, minor children or certain other relatives of such individual, as well as other shares as to which the individual has or shares voting or investment power or has the right to acquire within 60 days after ~~April 5, 2007.~~March 3, 2008.

(3)		Includes shares issuable upon the exercise of outstanding options exercisable within 60 days after ~~April 5, 2007~~March 3, 2008 in the following amounts: Mr. ~~Beazer,13,500~~Beazer, 18,000 shares; Mr. Benson, ~~37,500~~18,500 shares; Mr. Catherall, ~~90,000~~106,250 shares; Mr. Davidge 3,500 shares; Mr. Flanigan, ~~28,200 shares; Mr. Liu, 21,500~~32,300 shares; Mr. Marett, ~~99,750~~128,500 shares; Mr. Nicolaides, ~~311,250~~330,000 shares; and Mr. Raos, ~~31,500~~41,500 shares.

(4)		The shareholders of Gwynedd Resources, Ltd. (“Gwynedd”) include various trusts for the benefit of Maria E. Nicolaides and her children (for which Mrs. Baxavanis is trustee) and Dr. Holsclaw. See footnotes ~~(4),~~ (5), (6), and (8).


(5)		Represents the shares of Common Stock owned by Gwynedd. Trusts for the benefit of Maria E. Nicolaides and her children, of which Mrs. Baxavanis, Maria E. Nicolaides’ mother-in-law, is trustee, own approximately 89.8% and 0.9%, respectively, of the outstanding stock of Gwynedd. Mrs. Baxavanis disclaims beneficial ownership of all shares of Common Stock owned by Gwynedd. See footnote ~~(5) below.~~(6).

(6)		Represents the shares of Common Stock owned by Gwynedd. Trusts for the benefit of Maria E. Nicolaides and her children, of which Mrs. Baxavanis, Maria E. Nicolaides’ mother-in-law, is trustee, own approximately 89.8% and 0.9%, respectively, of the outstanding stock of Gwynedd. Maria E. Nicolaides disclaims beneficial ownership of 327,143 shares of Common Stock owned by Gwynedd that may be deemed to be beneficially owned by the other shareholders of Gwynedd, including trusts for the benefit of her children. See footnote ~~(4) above.~~(5).

(7)		According to Amendment No. 12 to Schedule 13G, filed with the SEC on February 14, ~~2007.~~2008, Laurus Master Fund, Ltd. (“Laurus”) directly owns ~~529,267~~1,435,900 shares of our common stock. Additionally, Laurus holds warrants to purchase an aggregate of 865,941 shares of our common stock (the “Laurus Warrants”), and a Convertible Term Note, dated as of December 29, 2006, in the aggregate principal amount of $10,000,000. Notwithstanding the foregoing, the Laurus Warrants contain an issuance limitation prohibiting Laurus from exercising those securities to the extent that such exercise would result in beneficial ownership by Laurus of more than 9.99% of the shares of our common stock then issued and outstanding (the “Issuance Limitation”). The Issuance Limitation may be waived by Laurus upon at least 61 days or more prior notice to us. Accordingly, while all shares that are issuable to Laurus as payment of principal and interest or upon exercise of the warrant or conversion of the note are included in the number of shares of common stock being offered in the table, shares which the selling stockholder is prevented from acquiring as a result of the Issuance Limitation are not shown as beneficially owned.

(8)		Does not include any shares of Common Stock owned by Gwynedd. Dr. Holsclaw owns approximately 9.3% of the outstanding stock of Gwynedd.

(9)		~~Does not~~According to Schedule 13D, filed with the SEC on June 20, 2007, includes 500,000 shares purchased by Rye 68, LLC from Mr. Kenneth Manser, a former director of the Company, as to which shares there is shared voting and dispositive power among Rye 68, LLC’s members, which members include Mr. Beazer, Mr. Ryan, and John F. McGill, Jr. Pursuant to a letter agreement, Messrs. Beazer and Ryan each have a 25% ownership interest in Rye 68, LLC; Mr. McGill has a 50% ownership interest in Rye 68, LLC. The 500,000 shares held by Rye 68, LLC will be distributed among Messrs. Beazer, Ryan, and McGill, Jr., according to their respective ownership interests in Rye 68, LLC upon the ~~3,207,280 shares~~satisfaction of ~~Common Stock owned by Gwynedd, of which Mr. Nicolaides disclaims beneficial ownership~~certain conditions set forth in the letter agreement. See footnote (11).

(10)		Does not include the 3,207,280 shares of Common Stock owned by Gwynedd, of which Mr. ~~Ryan~~Nicolaides disclaims beneficial ownership. ~~Also excludes~~

(11)		Includes 500,000 shares held by Rye 68, LLC as set forth in footnote (9). Further represents options to purchase 150,000 shares ~~issuable upon the exercise of outstanding options granted to~~owned by Salisbury & Ryan, LLP agranted in 1999 and 20000 as to which there is shared voting and dispositive power between Mr. Ryan and his law ~~firm~~partner; and represents 36,000 shares owned individually by Mr. Ryan. Does not include the 3,207,280 shares of Common Stock owned by Gwynedd, of which Mr. Ryan disclaims beneficial ownership.

(12)		Mr. Smith was appointed to the Board of Directors on March 18, 2007.

(13)		Includes 464,693 shares beneficially owned by Michael Lang and 51,500 shares beneficially owned by Louis Fienberg. Messrs. Lang and Fienberg were named Executive Vice Presidents of the Company in fiscal 2008. The 500,000 shares with respect to which there is ~~a partner.~~shared voting and dispositive power as between Messrs. Beazer and Ryan were counted only once for purposes of this calculation.

*		Represents less than 5% of the Company’s total number of shares outstanding at the close of business on March 3, 2008.

PROPOSAL ONE: ELECTION OF DIRECTORS

The Bylaws of the Company provide that the Board of Directors shall consist of not less than three nor more than ten directors and that the number of directors, subject to the foregoing limits, shall be determined from time to time by the Board of Directors. The Board of Directors has set the number of directors at ~~seven.~~eight. At the Annual Meeting ~~seven~~eight directors, who will constitute the Company’s entire Board of Directors, are to be elected to hold office until the next annual meeting and until their respective successors have been duly elected and qualified. The Board of Directors has designated the persons listed below to be nominees for election as directors. The Company has no reason to believe that any of the nominees will be unavailable for election; however, should any nominee become unavailable for any reason, the Board of Directors may designate a substitute nominee. The proxy agents intend (unless authority has been withheld) to vote for the election of the Company’s nominees.

The Board of Directors has determined that Brian C. Beazer, George Benson, Nicholas A. Davidge, Matthew J. Flanigan, ~~and~~ John G. Raos, and Jeffrey O. Smith, constituting a majority of the Board members, are “independent directors” as that term is defined in the NASDAQ listing standards and that Stratton Nicolaides and Andrew Ryan are not “independent directors” under the NASDAQ listing standards. The Director nominees for election at the ~~2007~~2008 Annual Meeting were recommended by the Nominating Committee and were approved by a majority of the independent members of the Board of Directors.

Vote Required

AIf a quorum ~~being~~is present, the nominees receiving the highest number of affirmative votes of the shares present or represented by proxy and entitled to vote on the matter at the Annual Meeting shall be elected as directors. An abstention, withholding of authority to vote, or broker non-vote will have no effect on the vote and will not be counted in determining whether any proposal has received the required shareholder vote.

Information as to Directors and Nominees

The following table contains information with respect to the current Directors. All of the nominees, excepting Jeffrey O. Smith, currently serve as directors of the Company and have consented to being named in this Proxy Statement and to serve if elected.


Name	Age		Position	Director Since		Age	Position	Director Since
Brian C. Beazer^(l)(3)		72	Director		2002	73	Director	2002
George Benson^(l)(2)		72	Director		1995	73	Director	1995
Nicholas A. Davidge(2)		52	Director		2004	54	Director	2004
Matthew J. Flanigan⁽²⁾		61	Director		1994	62	Director	1994
Stratton J. Nicolaides		53	Chairman of the Board and Chief Executive Officer		1999	54	Chairman of the Board and Chief Executive Officer	1999
John G. Raos^(l)(2)(3)		58	Lead Director		2000	59	Lead Director and Vice-Chairman of the Board	2000

Andrew J. Ryan⁽³⁾		48	Director		1996
Andrew J. Ryan						49	Director	1996
Jeffrey O. Smith⁽⁴⁾						47	Nominee to Board of Directors	2008

Nicholas A. Davidgehas served as a director of the Company since August 2004. He is a managing director of Manalapan Oracle Advisers, LLC, a private investment management firm. He founded Davidge Data Systems Corp. and was CEO of Davidge until 2003.

Matthew J. Flaniganhas served as a director of the Company since July 1994. Beginning April 1994, and continuing through December 2006, Mr. Flanigan served as President of the Telecommunication Industry Trade Association (“TIA”), a trade association for telecommunication companies. ~~Effective January 1,~~Since October 2007, Mr. Flanigan ~~retired from that position and now serves~~has served as ~~an advisor to the TIA’s current President.~~a director of ANDA Networks, a carrier-class Ethernet service provided based in Sunnyvale, California.

Stratton J. Nicolaideshas served the Company as Chief Executive Officer from April 2000, having served as Chief Operating Officer from April 1999 until March 2000, and as Chairman of the Board of Directors since December 1999. In 2007, Mr. Nicolaides began serving as a director the Taylor Hooton Foundation, a non-profit organization formed to fight steroid abuse by America’s youth.

John G. Raoshas served as a director of the Company since February ~~2000.~~2000, now serves as Lead Director, and was named Vice-Chairman of the Board in March 2008. Since early 2000 Mr. Raos has been ~~President and~~ Chief Executive Officer of Precision Partners, Inc., a global, diversified ~~precision~~ manufacturing and engineering services company. From June 1995 until January 2000, Mr. Raos served as President and Chief Operating Officer of US Industries, Inc. From February 1999 until January 2000, Mr. Raos also served as Chairman and Chief Executive Officer of Strategic Industries, Inc., a US Industries subsidiary. Prior to June 1995, Mr. Raos served as President, Chief Operating Officer, and Director of Hanson Industries, Inc., the North American arm of Hanson PLC. Mr. Raos also served as a director of Hanson PLC from 1990 until 1995.

Andrew J. Ryanhas served as a director of the Company since May 1996. Mr. Ryan has practiced law with the law firm of Salisbury & Ryan since August 1994 and serves as the Board of Directors designee of ~~Gwynedd.~~Gwynedd Resources, Ltd.

Jeffrey O. Smith, a nominee to the Company’s Board of Directors, has served since 2007 as the President and Chief Executive Officer of Ublip, Inc. a provider of M2M and location based services that Mr. Smith founded. From January 2002 until June 2007 Mr. Smith served as President and Chief Executive Officer of SensorLogic, Inc., an M2M application service provider that Mr. Smith also founded. From June 1996 until January 2000, Mr. Smith served as regional President and a director of NTT/Verio, an internet service provider and web hosting company. From October 1993 until January 1997, Mr. Smith served as President and Chief Executive Officer of OnRamp Technologies, an internet service provider that Mr. Smith also co-founded.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE
NOMINEES FOR DIRECTOR NAMED HEREIN.

CORPORATE GOVERNANCE

Board of Directors, Committees, and Attendance at Meetings

During fiscal ~~2006,~~2007, the Board of Directors and Board Committees held 12a total of 27 meetings. The full board held 8 meetings inclusive of the annual meeting of shareholders. Each director, nominated for election, attended at least 75% of the meetings of the Board of Director and Board Committees of which he was a member. We encourage, but do not require, Board members to attend our annual meeting of shareholders. ~~Five~~Six of ~~eight~~seven of our directors attended the annual meeting of shareholders on May ~~12, 2006.~~11, 2007.

Executive Sessions of Independent Directors

Non-management members of the Board of Directors meet without the Company’s employee director following regularly scheduled in-person meetings of the Board of Directors. Executive sessions of the independent directors are held at least one time each year following regularly scheduled in-person meetings of the Board of Directors. These executive sessions include only those directors who meet the independence requirements promulgated by NASDAQ, and Mr. Raos, as the Lead Director and Vice-Chairman of the Board, is responsible for chairing these executive sessions.

Audit Committee

The Company’s Audit Committee is composed of directors who are “independent” ~~as defined by the~~in accordance with NASDAQ ~~rules and~~ listing standards. A copy of the Audit Committee Charter was filed as Appendix A to the Company’s definitive proxy statement filed with the SEC on April 2, ~~2004, and~~2004. The Audit Committee Charter is also available on the Company’s website at ~~www.nmrx.com.~~www.numerex.com.

The current members of the ~~Audit~~ Committee are Mr. Beazer, Mr. Benson, Mr. Raos, and Mr. ~~Raos.~~Smith. The Board of Directors has determined that John G. Raos is an “audit ~~Committee~~committee financial expert” as defined in rules and regulations of the Securities and Exchange Commission (“SEC”). The principal functions of the ~~Audit~~ Committee are to: (a) assist in the oversight of the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the qualifications and independence of the Company’s independent auditors and the performance of the Company’s independent auditors; (b) approve the selection, appointment, retention and/or termination of the Company’s independent auditors, as well as approving the compensation thereof; and (c) approve all audit and permissible non-audit services provided to the Company and certain other persons by such independent auditors. The ~~Audit~~ Committee met ~~eight~~ten times during fiscal ~~2006. The Board has adopted a charter for the Audit Committee.~~2007.

Compensation Committee

The current members of the Compensation Committee are Mr. ~~Benson,~~Davidge, Mr. Flanigan (Chairman), and Mr. Raos. Each member of the Compensation Committee is “independent” in accordance with ~~the~~ NASDAQ listing standards. The Compensation Committee met ~~four~~six times during fiscal ~~2006.~~2007.

The ~~Compensation~~ Committee operates under a written charter adopted by the Board of Directors, a current copy of which is available on the Company’s website at ~~http://www.nmrx.com.~~www.numerex.com. Additional information on the ~~Compensation~~ Committee’s processes and procedures for the consideration of executive compensation are addressed in the Compensation Discussion and Analysis below.

Nominating Committee

The Nominating Committee is comprised of Mr. Beazer ~~(Chair)~~(Chairman), Mr. ~~Raos~~Benson, and Mr. ~~Ryan. Both Mr. Beazer and Mr. Raos are “independent directors” under~~Raos. Each member of the Nominating Committee is “independent” in accordance with NASDAQ listing standards. ~~Mr. Ryan is not an “independent director”.~~ The principal function of the Nominating Committee is to select and nominate candidate nominees for election as Directors of the Company. During fiscal ~~2006,~~2007, the Nominating Committee held notwo meetings.

The ~~Nominating~~ Committee will consider nominees for director recommended by a shareholder submitted in accordance with the procedure set forth in the Company’s Bylaws. In general, the procedure set forth in the Company’s Bylaws provides that a notice relating to the nomination must be timely given in writing to the: Secretary of the Company, Numerex Corp., 1600 Parkwood Circle SE, Suite 500, Atlanta, Georgia 30339. To be timely, the notice must have been delivered by the 90^th day prior to the anniversary of the prior year’s annual ~~meeting.~~meeting of shareholders. Such notice must include all information relating to such person that is required to be disclosed in solicitations of proxies

for the election of directors, including information relating to the business experience and background of the potential nominee, and certain information with respect to the nominating shareholder and any persons acting in concert with the nominating shareholder. Any such recommendation must also be accompanied by a written consent of the individual to stand for election if nominated by the Board of Directors and to serve if elected by the shareholders. The Nominating Committee Charter is available on the Company’s website at~~www.nmrx.com~~www.numerex.com..

The ~~Nominating~~ Committee generally identifies potential nominees through its network of contacts, and may also engage, if it deems appropriate, a professional search firm. The ~~Nominating~~ Committee meets to discuss and consider such candidates’ qualifications and then chooses director candidates by majority vote. There are no differences in the manner in which the ~~Nominating~~ Committee evaluates potential nominees for director based on whether such potential nominees are recommended by a shareholder or by any other source. The ~~Nominating~~ Committee does not have specific, minimum qualifications for nominees and has not established specific qualities or skills that it regards as necessary for one or more of the Company’s directors to possess (other than any qualities or skills that may be required by applicable law, regulation or listing standard). However, the ~~Nominating~~ Committee Charter specifies that the composition of the Board should reflect experience in the following areas: finance, compensation, sales and marketing, technology ~~(both electronic and building)~~ and production. In addition, as set forth in the ~~Nominating~~ Committee Charter, in evaluating a person as a potential nominee to serve as a Director of the Company, the Committee may consider the following factors, among any others it may deem relevant:

	•		whether or not the person has any relationships that might impair his or her independence, such as any business, financial or family relationships with Company management, Company service providers or their affiliates;

	•		whether or not the person serves on boards of, or is otherwise affiliated with, competing organizations;

	•		whether or not the person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of a Director of the Company;

	•		the contribution that the person can make to the Board and the Company (or, if the person has previously served as a Director of the Company, the contribution which the person made to the Board during his or her previous term of service), with consideration being given to the person’s business and professional experience, education and such other factors as the Committee may consider relevant; and

	•		the character and integrity of the person.

Arrangements with Respect to the Board of Directors

The Company has entered into an agreement providing Gwynedd the right to designate one director to the Board of Directors. Additionally, if the Board consists of more than seven directors, Gwynedd, at its option, may designate one additional director. Any designee’s appointment will be subject to the exercise by the Board of Directors of its fiduciary duties and the approval of the Company’s shareholders upon the expiration of any appointed term at the next annual meeting of shareholders. Gwynedd’s right to designate directors will cease at such time as Gwynedd’s equity interest in the Company drops below 10% of the outstanding shares of Common Stock. Mr. Ryan currently serves as Gwynedd’s designee on the Board.

Communications with the Board of Directors

Any shareholder who wishes to send any communications to the Board or a specific Director should deliver such communications to the Secretary of the Company at:

Numerex Corp.
Attention: Shareholder Communications
1600 Parkwood Circle SE, Suite 500
Atlanta, Georgia 30339

The Secretary will forward appropriate communications to the Board. Inappropriate communications include correspondence that is unrelated to the operation of the Company or the Board, is inappropriate for Board consideration, such as advertisements or other commercial communications, or is threatening or otherwise offensive. The Secretary may consult with other officers of the Company, counsel, and other advisers as appropriate, in making this determination.

PROPOSAL TWO: RATIFICATION OF INDEPENDENT ACCOUNTANTS

The Board of Directors, upon the recommendation of the Audit Committee, has selected the firm of Grant Thornton LLP as independent accountants of the Company for the fiscal year ending December 31, ~~2007.~~2008. This nationally known firm has no direct or indirect financial interest in the Company.

Although not legally required to do so, the Board of Directors is submitting the appointment of Grant Thornton as the Company’s independent accountants for fiscal ~~2007~~2008 for ratification by the shareholders at the Annual Meeting. If a majority of the votes cast in person or by proxy at the Annual Meeting is not voted for ratification, the Board of Directors will reconsider its appointment of Grant Thornton as independent accountants for the current fiscal year.

A representative of Grant Thornton LLP will be present at the Annual Meeting and will have the opportunity to make a statement if he or she desires to do so. It is anticipated that such representative will be available to respond to appropriate questions from shareholders.

Matters Concerning Our Independent Auditors

The Audit Committee Charter contains procedures for the pre-approval of audit and non-audit services (the “Pre-Approval Policy”) to ensure that all audit and permitted non-audit services to be provided to the Company have been pre-approved by the Audit Committee. Specifically, the Audit Committee pre-approves the use of Grant Thornton LLP for specific audit and non-audit services, except that pre-approval of non-audit services is not required if the “de minimis” provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied. If a proposed service has not been pre-approved pursuant to the Pre-Approval Policy, then it must be specifically pre-approved by the Audit Committee before it may be provided by Grant Thornton LLP. For additional information concerning the Audit Committee and its activities with Grant Thornton LLP, see “Corporate Governance — Audit Committee” and “Report of the Audit Committee” in this proxy statement.

During fiscal ~~2006~~2007 and fiscal ~~2005,~~2006, Grant Thornton LLP provided services to the Company in the following categories and amounts:


Audit and Other Fees:	2006		2005
Audit and Other Fees					2007			2006
Audit Fees	$	271,000	$	200,558	$	502,628	⁽¹⁾	$	271,000

Audit-Related Fees	$	0	$	0	$	0		$	0

Tax Fees	$	0	$	0	$	0		$	0

All Other Fees	$	0	$	0	$	0		$	0

REPORT OF THE AUDIT COMMITTEE

The Board of Directors has adopted a written charter for the Audit Committee. The Audit Committee’s job is one of oversight as set forth in the Audit Committee Charter. It is not the duty of the Audit Committee to prepare the Company’s financial statements, to plan or conduct audits, or to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles. The Company’s management is responsible for preparing the Company’s financial statements and for maintaining internal control. The independent accountants are responsible for auditing the financial statements and for expressing an opinion as to whether those audited financial statements fairly present the financial position, results of operations, and cash flows to the Company in conformity with generally accepted accounting principles.

The Audit Committee has reviewed and discussed the Company’s audited consolidated financial statements with management and with Grant Thornton, the Company’s independent accountants for fiscal ~~2006.~~2007.

The Audit Committee has discussed with Grant Thornton the matters required to be discussed by Statement on Accounting Standards No. ~~61.~~61, as amended.

The Audit Committee has received from Grant Thornton the written statements required by Independence Standards Board Standard No.1, Independence Discussions with Audit Committees, and has discussed Grant Thornton’s independence with Grant Thornton.

Based on the review and discussions referred to above, the Audit Committee has recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for fiscal ~~2006~~2007 for filing with the Securities and Exchange Commission (the “SEC”).


		THE AUDIT COMMITTEE

		Brian C. Beazer
		George Benson
		John G. Raos, ~~Chair~~Chairman

In accordance with and to the extent permitted by applicable law or regulation, the information contained in the Report of the Audit Committee and the Audit Committee Charter shall not be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be soliciting material or to be filed with the SEC under the Exchange Act.

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee has reviewed and discussed with management the following Compensation Discussion and Analysis section of the Company’s ~~2007~~2008 Proxy Statement. Based on its review and discussions with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement for ~~2007.~~2008.


		THE COMPENSATION COMMITTEE

		~~Matthew J. Flanigan (Chair)~~Nicholas A. Davidge
		~~George Benson~~Matthew J. Flanigan (Chairman)
		John G. Raos

COMPENSATION DISCUSSION AND ANALYSIS

Philosophy

The three-member Compensation Committee (“the Committee”) oversees our executive compensation program. The Compensation Committee is currently comprised of Mr. Flanigan, who serves as Compensation Committee Chairman, Mr. ~~Benson,~~Davidge, and Mr. Raos, each of whom is an independent director. The Committee’s responsibilities include establishing targeted overall compensation for each of our three executive officers, i.e., our Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer (generally referred to herein as our “named executive officers”) and allocating that compensation among the following four components:

	•		Base salary;

	•		Non-equity incentive plan ~~awards;~~awards commonly referred to as cash bonuses;

	•		Equity awards in the form of options to purchase ~~the Company’s~~our common stock; and

	•		Certain fringe benefits in addition to group benefits generally available to ~~the Company’s~~all of our employees.

Specific allocations among ~~these~~those components vary by individual and ~~are generally~~position and designed to ~~compete~~be competitive with the offerings of comparable publicly traded companies that we have identified as our “peers” and, ~~align each named~~most importantly, to ensure that our executive ~~officer’s incentives~~officers’ interests are aligned with ~~the~~our shareholders’ best long-term ~~interests of the Company and its shareholders.~~interests. In regard to the latter goal, increases in base salaries and targeted non-equity incentive plan awards in particular are ~~related~~generally correlated to ~~the Company’s~~our peers’ offerings, our year-over-year financial performance as a whole, and our executive officers’ individual contributions to our performance as ~~well as~~measured against certain financial and operational metrics and “Management by Objective” or “MBO” targets. Further, the Committee draws on its own collective experience and expertise to conduct qualitative assessments of ~~each named~~our executive ~~officer’s year-over-year contribution~~officers’ performance over time and recommend changes to ~~the Company’s overall performance.~~their compensation packages as appropriate.

Management Participation

Our named executive officers and senior managers participate in the Committee’s meetings at the Committee’s request. Management’s role is to contribute input and analysis to the Committee’s discussions. ~~Our~~In particular, our Chief Executive Officer participates in the final recommendation, but not the determination of, the amount and form of compensation to be paid to all other members of executive management. The Chief Executive Officer’s compensation is determined solely by the Committee.

Elements of Compensation

Base Salaries. ~~The~~Our objective is to provide base compensation competitive with the base compensation our named executive officers ~~could~~would have the potential to earn if employed in similar positions ~~at other companies.~~by our peers. Base salaries ~~for our named executive officers~~are initially ~~are~~ set at commencement of employment, ~~often~~typically in connection with ~~negotiating offers of employment.~~a negotiated offer. Increases in base salaries are only made if the Committee determines that current compensation is insufficient. ~~This~~That determination may be reached because ~~the~~ market pay for the position has increased, the executive officer has taken on additional responsibilities, or the executive officer’s value ~~of the executive~~ to the Company has increased ~~due to exceptional~~in view of his performance. The Committee also takes into account its qualitative assessment of each ~~named~~ executive officer’s individual contribution to the Company’s overall financial performance.

~~correlating~~keyed to revenue, EBIDTA (earnings before interest, depreciation, taxes, and amortization), and SG&A (direct and indirect selling expenses and all general and administrative expenses) targets as well as the ~~amount~~performance of ~~the award with the Company’s financial results in comparison to~~ specified ~~targets derived from the Company’s operating plan.~~product lines.

Equity Awards. Historically, the primary form of equity compensation awarded by ~~the Company~~us has consisted of stock options. The amount of options awarded reflects the Committee’s qualitative assessment of a variety of factors inclusive of ~~the Company’s~~our overall financial performance, perceived individual contributions towards that performance, and individual involvement in, and contributions to, particular strategic initiatives or special projects.

Fringe Benefits. In addition to the items of compensation described above, we provide medical, dental, and life insurance and a 401(k) plan to our named executive officers, benefits ~~which~~that are generally available to ~~Company~~all of our employees. Under our 401(k) plan, ~~the Company~~we will match ~~$0.50 to the dollar,~~50% of an employee’s contributions up to the first 6% of the employee’s salary contributed ~~(with~~by the ~~Company’s contribution at up to 3%) for all~~ participating ~~employees.~~employee. We do not provide a pension plan or a supplemental retirement plan for our ~~named~~ executive officers or other employees. Relocation benefits may also ~~are~~be reimbursed ~~but are~~on an individually negotiated ~~when they occur. Certain of our executives with permanent residences outside of Georgia, including Mr. Nicolaides, receive payments intended to partially defray their living expenses.~~basis. The Company spends less than $10,000 annually to maintain a corporate golf club membership and a corporate membership in an Atlanta, Georgia area restaurant group that may be used, with authorization, by any employee of the Company for purposes of entertaining customers or for personal use, in which case applicable greens fees, dining expenses, etc., would not be reimbursed by the Company. The Committee annually reviews the fringe benefits granted to our named executive officers.

~~The following table provides an overview of the compensation received by our named executive officers in fiscal 2006.~~

~~Summary Compensation Table~~

Option Non-Equity Incentive All Other
Salary Awards Plan Compensation Total
Name & Principal Position Year ($) ($)(1) Compensation(2) ($)(3) ($)
Stratton Nicolaides (CEO)
2006 $ 275,000 $ 269,700 $ 129,500 $ 23,580 $ 697,780
Alan Catherall (CFO)
2006 $ 200,000 $ 161,820 $ 95,000 $ 23,957 $ 480,777
Michael Marett (COO)
2006 $ 225,000 $ 269,700 $ 112,500 $ 23,733 $ 630,933


~~(1)~~		The amounts in this column reflect the FAS 123R expense recognized in fiscal 2006 for option awards. The assumptions used in the valuation of option awards are included in Note A to the Company’s audited financial statements for the fiscal year ended December 31, 2006 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 27, 2007. The awards were made on October 26, 2006.

~~(2)~~		~~For a description of these awards, see section “Compensation Discussion and Analysis – Non-Equity Incentive Plan Compensation.”~~

~~(3)~~		~~The compensation represented by the amounts for 2006 set forth in the “All Other Compensation” column for the named executed officers is detailed in the following table.~~

Company Contributions to Total
Qualified Defined Contribution Insurance Benefits All Other
Name Plan(1) Living Expenses Car Allowance (2) Compensation
Stratton Nicolaides
$ 9,999 $ 5,553 (3) — $ 8,028 $ 23,580
Alan Catherall
$ 9,999 — $ 6,000 $ 7,958 $ 23,957
Michael Marett
$ 9,736 — $ 6,000 $ 7,997 $ 23,733


~~(1)~~		~~Contributions by Numerex to a 401(k) plan pursuant to which Numerex matches 50% of employee contributions up to a maximum of 6% of the employee’s salary.~~

~~(2)~~		~~Contributions by Numerex to medical, dental, life insurance and disability premiums. These benefits are available to all full time employees of the company.~~

~~(3)~~		~~Reflects payments totaling $5,553 in defrayment of Mr. Nicolaides’s apartment rental expenses.~~

~~2007~~2007-2008 Compensation Process

~~Although~~In fiscal 2007, the Committee ~~considers publicly available survey data, traditionally~~revised its executive compensation determination process and moved toward a more objective, data-driven methodology. Traditionally, the Committee ~~has relied~~had focused on ~~its assessment~~more subjective evaluations of individual performance in setting overall total compensation for the Company’s named executive officers. Beginning in the first quarter of 2007, the Committee revised its executive compensation determination process and began moving toward a more objective, data-driven process for evaluating its compensation programs. Although the Committee believes that subjective evaluations of individual performance are important and should be retained, the Company ~~believes~~and the Committee agree that a more objective, data-driven ~~process~~methodology will help the Committee validate the components of compensation and assess the need for changes in the type, amount, and mix of those components. The ~~changes to the~~ Committee’s process ~~are~~is described in greater detail below.

To assist in establishing “targeted overall compensation,” or the aggregate level of compensation that will be paid to our named executive officers if all requirements met, early in the first quarter of fiscal 2007 we subscribed to a web-accessible database maintained by Equilar, Inc., for the purpose of conducting a study of the compensation of our named executive officers. The Equilar database contains compensation-related information on all publicly traded companies in the United States, derived in large part from the data disclosed in those companies’ public filings with the SEC. Information in the database allows users to identify comparable companies (and their executives) based on their industry sectors, i.e., telecommunications and technology, revenues, market capitalization, and employee counts among other variables. The compensation components tracked in the database include base salary, non-equity awards, equity awards, and other compensation.

Although the Committee is authorized to retain an independent compensation consultant, it believes that, ~~with~~utilizing the Equilar database and other publicly available information, it can rely on the ~~Company’s management and employees~~Company to gather data and present information to the Committee and the Board in a more cost-efficient manner. Accordingly, the ~~Committee asked the~~ Company’s Chief Financial Officer and ~~human resources director to gather~~Director of Human Resources have gathered and ~~analyze~~analyzed the data described below.

Peer Companies

~~The~~In fiscal 2007, Company identified comparable companies ~~(“peers”~~(our “peers”) by looking at all companies categorized byin the Equilar database as “Telecom Technology” companies with revenues ~~in the range of~~ranging from $50 million to $200 million and market capitalizations ~~in the range of~~ranging from $100 million to $250 million. ~~These peer~~Those companies ~~include~~included the following enterprises:

	•		~~Airspan Networks, Inc.~~

	•		~~Applied Digital Solutions~~

	•		~~Avici Systems, Inc.~~

	•		~~Calamp Corp.~~

	•		~~Carrier Access Corp.~~

	•		~~Ditech Networks, Inc.~~

	•		~~Empire Resources, Inc.~~

	•		~~Glenayre Technology~~

	•		~~Globecomm Systems~~

	•		~~Ikanos Communications~~

	•		~~Lantronix, Inc.~~

	•		~~Neoware, Inc.~~

	•		~~Netopia, Inc.~~

	•		~~Network Equipment, Inc.~~

	•		~~PCTel, Inc.~~

	•		~~Radyne Corp.~~

	•		~~Spectralink Corp.~~

	•		~~Telkonet, Inc.~~

	•		~~Westell Technologies~~

	•		~~WJ Communications, Inc.~~

	•		~~Zhone Technologies~~

Ditech Networks, Inc.

Empire Resources, Inc.

Glenayre Technology

Globecomm Systems

Ikanos Communications

Lantronix, Inc.

Neoware, Inc.

Netopia, Inc.

Network Equipment, Inc.

PCTel, Inc.

Radyne Corp.

Spectralink Corp.

Telkonet, Inc.

Westell Technologies

WJ Communications, Inc.

Zhone Technologies

~~We also looked at a broader category~~In February 2008, we further refined our methodology. In terms of objective criteria for purposing of identifying our peers, we limited our database search to publicly traded “Telecom Technology” companies ~~categorized by Equilar as “Technology Companies,” which was also limited to enterprises~~meeting the following criteria:

Group 1: Publicly traded companies with revenues ~~in the range~~ of ~~$50~~$75 million to ~~$200 million and~~$100 million. Sixteen such companies were disclosed by our research.

Group 2: Publicly traded companies with market ~~capitalizations in the range~~capitalization of $100 million to ~~$250 million~~$150 million. Five such companies were disclosed by our research.

.Group 3~~Finally,~~: Twelve public traded companies we ~~reviewed~~view as comparable to, or competitive with, the ~~compensation practices of a smaller group of~~Company, including companies ~~identified~~that manufacture products similar to those we source or sell, companies that provide similar services, and companies that in the same markets as our ~~peers by four separate investment banking firms.~~key subsidiaries. Those companies were:

Calamp Corp.

DIGI International, Inc.

Echelon Corp.

ID Systems, Inc.

Lantronix Inc.

LoJack Corp.

RF Monolithics, Inc.

Telular Corp.

Microvision, Inc.

Labarge, Inc.

Orbcomm, Inc.

Globalstar, Inc.

For purposes of our analysis, we created matrices comparing mean and median base salaries, non-equity incentive awards, equity awards, other compensation elements across all three of our groupings. As an example, with respect to Chief Executive Officer compensation we prepared a matrix similar to the following:


				Telecom
		Telecom		Technologies
		Technologies		Companies
		Companies		within $100-		Selected		Three		Three Category
		Revenues of		$150M		Comparable		Category		Category		NMRX
CEO		$75-$100M		MarketCap		Companies		Mean		Median		CEO
Sample Size			16		5		12
Base	Median	$	349,205	$	375,000	$	307,500			$	343,902	$	305,000
Base	Mean	$	337,091	$	342,853	$	288,296	$	322,747			$	305,000
Other Comp	Median	$	8,370	$	450	$	20,219			$	9,670	$	17,356
Other Comp	Mean	$	15,570	$	15,189	$	24,004	$	18,254			$	17,356
Bonus/Non Equity Award	Median	$	80,157	$	60,000	$	27,813			$	55,990	$	129,500
Bonus/Non Equity Award	Mean	$	85,964	$	63,090	$	106,312	$	85,122			$	129,500
Total Cash Compensation	Median	$	427,431	$	452,250	$	359,375			$	413,019	$	444,500
Total Cash Compensation	Mean	$	423,055	$	405,943	$	394,608	$	407,869			$	444,500


				Telecom
		Telecom		Technologies
		Technologies		Companies
		Companies		within $100-		Selected		Three		Three Category
		Revenues of		$150M		Comparable		Category		Category		NMRX
CEO		$75-$100M		MarketCap		Companies		Mean		Median		CEO
Equity	Median	$	35,305	$	265,000	$	397,299			$	232,535	$	323,745
Equity	Mean	$	602,839	$	761,324	$	603,494	$	655,886			$	323,745
Total	Median	$	594,278	$	769,172	$	770,818			$	711,423	$	783,366
Total	Mean	$	1,041,464	$	1,182,456	$	1,022,106	$	1,082,009			$	783,366

We believe that the ~~foregoing~~ peer groups identified by our methodology can be expected to compete for executive talent with ~~similar~~ skills and backgrounds similar to those we would have the strongest interest in recruiting and retaining. Information in the database includes market capitalization as well as revenues, net income, assets, shareholders’ equity, and number of employees. We excluded data predating fiscal 2005 as well as data pertainingIt is important to ~~former executives, and did not incorporate partial year information.~~

note that Equilar’s data is available only for those executive officers for whom compensation information is disclosed publicly. As a result, the data is generally specific to only the three most highly compensated officers at a given ~~company and thus generally correlates to~~company. Typically, those individuals are the ~~Company’s~~subject company’s Chief Executive Officer, Chief Financial Officer, and, to a much lesser extent, the Chief Operating ~~Officer as the~~Officer. The latter position is relatively uncommon among our ~~peer group.~~peers. Moreover, job responsibilities specific to the title of Chief Operating Officer vary significantly from position to position.

Cash compensation, exclusive of fringe benefits, earned in fiscal ~~2006~~2007 by our Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer totaled ~~$404,500, $295,000,~~$382,369, $275,263, and ~~$337,500~~$284,609 respectively. ~~(Mr. Nicolaides’s base salary was increased from $245,000 to $275,000 effective March 1, 2006; for purposes of simplifying~~We caution that the ~~disclosure statement, all applicable calculations presented herein assume an effective date of January 1, 2006.) The~~ latest year comparable information is available for our peer group is fiscal ~~2005.~~2006. Therefore, true “same year” comparisons of compensation packages within our peer group are not possible. In particular, comparisons of equity and non-equity incentive plan awards might not be entirely consistent given that performance goals may be impacted by overall economic or market-specific conditions that can change significantly from one year to the next. For ~~that year,~~fiscal 2006, our study disclosed that across our three peer groups the ~~median~~mean total cash compensation, exclusive of fringe benefits, earned by ~~the~~ Chief Executive Officers, Chief Financial Officers, and Chief Operating Officers ~~within~~was $408,000, $319,000, and $239,000 respectively. The median across our three peer groups was ~~$466,000, $277,000,~~$400,000, $309,000, and ~~$340,000~~$367,000 respectively. ~~Additional details are disclosed~~We calculated the average across all three groups by averaging the means specific to each. Similarly, we calculated the median across all three groups by averaging all three medians. (In particular, we attribute the greater variances between the mean and median levels of compensation earned by Chief Operating Officers to variances from one company to the next in ~~the table below.~~job responsibilities specific to that title.)

In comparing cash compensation levels for our named executive officers, the Committee weighted more heavily the compensation earned by ~~similarly situated~~ executives in the ~~Telecom Technology peer group,~~third category that we selected, as ~~we increasingly view~~it views this group as the most relevant comparator group in regard to the executive ~~talent.~~talent that we are in competition for. The following table encapsulates the key data produced by our study.

~~Comparison of~~ Total Cash Compensation ~~against Peers~~Compared to PEERS⁽¹⁾


	CEO									CFO									COO									CEO						CFO						COO
Component	Mean						Median			Mean						Median			Mean						Median			Mean			Median			Mean			Median			Mean			Median
Peers: Base(2)	$	324,000					$	345,000		$	228,000					$	227,000		$	266,000					$	265,000		$	323,000		$	344,000		$	243,000		$	248,000		$	195,000		$	304,000
Numerex: Base				$	275,000	(2)							$	200,000								$	225,000					$305,000						$230,000						$246,000
Peers: Bonus~~(1)~~(2)	$	113,000					$	121,000		$	52,000					$	50,000		$	87,000					$	75,000		$	85,000		$	56,000		$	52,000		$	50,000		$	87,000		$	75,000
Numerex: Bonus				$	129,500								$	95,000								$	112,500
Numerex:Bonus⁽³⁾																												$130,000						$95,000						$113,000
Peers: Total(2)	$	437,000					$	466,000		$	280,000					$	277,000		$	353,000					$	340,000		$	408,000		$	400,000		$	319,000		$	309,000		$	239,000		$	367,000
Numerex: Total				$	404,500								$	295,000								$	337,500					$435,000						$325,000						$306,000
Peers: Bonus as % of Total		26	%					26	%		19	%					18	%		25	%					22	%
Numerex: Bonus as % of Total					32	%								32	%								33	%
Numerex: Total as % of Peers’Median Total					87	%								106	%								99	%
Numerex: Total as % of Peers’ Mean Total					93	%								105	%								95	%
Peers: Bonus as % of Base⁽²⁾																													26	%		16	%		32	%		25	%		23	%		21	%
Numerex: Bonus as % of Base																													43%					41%						46%
Numerex: Total as % of Peers’Mean Total																													107%					102%						150%
Numerex: Total as % of Peers’ Median Total																													109%					105%						98%

Based on this analysis, the Committee concluded that our named executives’ overall compensation levels were in need of further adjustment, primarily with respect to base salaries, as more fully discussed below.

Named Executive Officer Compensation

Chief Executive Officer. With respect to establishing targeted overall compensation levels for Mr. Nicolaides, in addition to considering the results of our study, the Committee ~~has given~~continues to give significant weight to the challenges heMr. Nicolaides has met and overcome during the approximately ~~seven~~eight years in which he has held the position of Chairman and Chief Executive Officer and ~~has continually factored~~continues to factor in the ~~anticipated level of~~ difficulty of replacing Mr. Nicolaides with someone of comparable experience, industry-specific knowledge, skills, and ~~skill.~~abilities. Based upon that analysis, for fiscal 2007 the Committee established Mr. Nicolaides’s targeted overall compensation, exclusive of ~~potential~~ stock option awards that are entirely discretionary, ~~for 2006~~ at ~~$470,080,~~$543,750. That figure is inclusive of a base salary ofincreased to $305,000 from $275,000, maximum potential non-equity incentive award compensation ofincreased to $220,750 from $171,500, and fringe benefits reduced to approximately $18,000 from approximately $24,000. (The reduction in fringe benefits is reflective of the ~~amount~~discontinuance of ~~$23,580.~~Mr. Nicolaides’s allowance for living expenses related to his maintenance of an apartment in Atlanta; Mr. Nicolaides maintains a permanent residence in Florida.) As indicated above, in view of the Company’s financial performance in fiscal 2007, the actual non-equity incentive award payout to Mr. Nicolaides was $77,369. For ~~2007,~~fiscal 2008, the Committee established Mr. Nicolaides’s targeted overall compensation, ~~again~~ exclusive of discretionary stock option awards, ~~that are entirely discretionary,~~ at ~~$543,750,~~$551,750. That figure is inclusive of a base salary ofkept to $305,000, maximum potential non-equity ~~incentive~~ award compensation ofthat will be increased to $228,750 from $220,750, and fringe benefits of approximately $18,000. In particular, the Committee believes that at $305,000, Mr. Nicolaides’s base salary remains competitive with the offerings of our peers, particularly in ~~the amount~~view of ~~$18,000. The increase in~~ Mr. Nicolaides’s targeted overall compensation ~~for 2007,~~level, which, as our study reveals, is very consistent with his ~~base salary component in particular, reflects~~peers’ overall compensation levels. In view of the ~~Committees determination~~foregoing, the Committee does not believe that an increase in Mr. Nicolaides’s ~~compensation level was in order in view of the results of the study described above.~~base salary is warranted for fiscal 2008.

Chief Financial Officer. In establishing targeted overall compensation for the Company’s Chief Financial Officer, the Committee considered the results of ~~its~~our study as well as Mr. Catherall’s ongoing individual contribution to the Company’s ~~current~~ financial results. Based upon that analysis, ~~the Committee established Mr. Catherall’s targeted overall compensation level~~ for ~~2006 at $348,597, inclusive of a base salary of $200,000, maximum potential non-equity incentive award compensation of $125,000, and fringe benefits in the amount of $23,957. For~~fiscal 2007 the Committee established Mr. Catherall’s targeted overall compensation, ~~again~~ exclusive of discretionary stock option awards, ~~that are entirely discretionary,~~ at $391,500, inclusive of a base salary ofincreased to $230,000 from $200,000, maximum potential non-equity incentive award compensation increased to $143,500 from $125,000, and fringe benefits reduced from approximately $24,000 to approximately $18,000. (The reduction in fringe benefits is reflective of the discontinuance of Mr. Catherall’s allowance for business related automobile expenses.) For 2008, the Committee established Mr. Catherall’s targeted overall compensation, exclusive of discretionary stock option awards, at $410,000. That figure is inclusive of a base salary that is being increased to $245,000 from $230,000, maximum potential non-equity award compensation that will be increased to $147,000 from $143,500, and fringe benefits ~~in the amount~~ of approximately $18,000. ~~While those levels represent somewhat more than what the Company’s analysis of its peers might suggest,~~In particular, the Committee ~~has concluded they are appropriate given~~believes that the ~~Company is one of very few publicly traded company’s~~increase in ~~the “machine-to-machine” wireless telecommunications subsector~~Mr. Catherall’s base salary was necessary to ensure that it remains competitive with the ~~direct consequence that Mr. Catherall’s responsibilities are appreciably greater than those~~offerings of ~~his counterparts at privately held peer companies. The Company is also one of the few companies~~our peers, whose mean and median base salary offerings in ~~the machine-to-machine wireless subsector that is currently profitable.~~fiscal 2006, as disclosed by our study, were $243,000 and $248,000 respectively.

Chief Operating Officer. The Committee followed a similar, but more subjective, process with respect to establishing targeted overall compensation for Mr. Marett. While taking the results of the study into account, the ~~Company~~Committee recognizes that the responsibilities of a Chief Operating ~~Officers~~Officer vary widely ~~and that the study’s~~within our industry. The Equilar database’s comparison data is therefore less helpful with respect to ~~that particular~~Mr. Marett’s position. ~~The~~For example, the much smaller sample size ~~for example, is reflective~~revealed by our study reflects of the fact that ~~relative~~relatively few publicly traded companies in ~~our telecom technology peer group~~the “Telecom Technology” sector have a Chief Operating Officer on their ~~payrolls.~~payroll. Based upon the foregoing, for 2006 the Committee set Mr. Marett’s overall targeted compensation, exclusive of stock option awards that are entirely discretionary, at $394,983 inclusive of a base salary of $225,000, maximum potential non-equity incentive award compensation of $146,250, and fringe benefits in the amount of $23,733. Forfiscal 2007, the Committee established Mr. Marett’s targeted overall compensation, exclusive of discretionary stock option awards, ~~that are entirely discretionary,~~ at $429,250, inclusive of a base salary ofincreased to $246,250 from $225,000, maximum potential non-equity incentive award compensation ofincreased to $165,000 from $146,250, and fringe benefits reduced from approximately $24,000 to approximately $18,000. (The reduction in fringe benefits is reflective of the ~~amount~~discontinuance of Mr. Marett’s allowance for business related automobile expenses.) For 2008, the Committee established Mr. Marett’s targeted overall compensation, exclusive of discretionary stock option awards, at $418,000. That figure is inclusive of a base salary that is being increased to $250,000 from $230,000, maximum potential non-equity award compensation of $150,000, and fringe benefits of approximately $18,000.

The following table provides an overview of the compensation received by our named executive officers for fiscal 2006 and fiscal 2007.

Summary Compensation Table — fiscal 2006 and 2007



							Non-Equity		All Other
			Salary		Option		Incentive Plan		Compensation		Total
Name & Principal Position	Year		($)		Awards ($)		Compensation⁽¹⁾		($)⁽²⁾		($)
		2006		$275,000		$269,700		$129,500	$	23,580	$	697,780
Stratton Nicolaides (CEO)		2007		$305,000		—		$ 77,369	$	17,356	$	399,725
		2006		$200,000		$161,820		$ 95,000	$	23,957	$	480,777
Alan Catherall (CFO)		2007		$230,000		—		$ 45,263	$	15,159	$	290,422
		2006		$225,000		$269,700		$112,500	$	23,733	$	630,933
Michael Marett (COO)		2007		$246,250		—		$ 38,609	$	15,695	$	300,554


(1)		For a description of these awards, see section “Compensation Discussion and Analysis — Non-Equity Incentive Plan Compensation.”

(2)		Includes Company contributions to a qualified defined contribution plan, i.e., a 401(k) plan to which the Company matches 50% of the named executive’s contribution up to a maximum of 6% of the executive’s salary, and further includes contributions by the Company to the executive’s medical, dental, life insurance, and disability premiums. Those benefits are generally available to all of the Company’s full time employees.

Allocation among Compensation Elements

~~The Company’s~~Our overall compensation plan ~~includes~~for our named executive officers consists of a relatively consistent mix of base salary, non-equity, and equity-based incentive plan components. At the outset, we note that a distinguishing feature of our compensation ~~for~~plan, as compared with the plans offered by our peers, is its greater emphasis on non-equity incentive based compensation. As a percentage of their base salaries, our executive officers’ cash bonuses ranged from 41% to 46%. By contrast, and again expressed as a percentage of their bases salaries, our peers’ median cash bonuses ranged from 16% to 25%.

While the levels we have established with respect to non-equity incentive based compensation represent more than what the Company’s analysis of our peers might suggest, the Committee has concluded that they are appropriate in view of the Company’s performance in the M2M subsector of the “Telecom Technology” field—performance that we believe is reflective, in significant part, of a compensation program that aligns our executive officers interests with the Company’s growth strategy. We believe that our named executive ~~officers. We believe that these~~officers are the three employees who have the greatest ability to influence the Company’s performance and that a significant percentage of their compensation should therefore be performance based. Consequently, ~~our named executive officers’~~their base salaries are somewhat lower than those of their peers within the group of companies we studied. ABut by the same token, a greater portion of our named ~~executive officers’~~executives’ compensation is ~~by the same token~~ at risk and thus their targeted non-equity incentive plan compensation will only be earned if revenue, EBITDA, and ~~EBITDA~~other goals are met or exceeded. Moreover, we note the Company is one of very few publicly traded companies in the M2M subsector, with the direct consequence that our named executives’ responsibilities are appreciably greater than those of their counterparts at comparable privately held companies.

Base Salaries. The Committee’s goal is to provide our named executive officers with a level of assured cash compensation ~~commensurate~~competitive with what is offered by ~~the Company’s~~our peers. In fiscal 2006, our Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer received base salaries of $275,000, $200,000, and $225,000, respectively. The Committee considered these amounts appropriate based upon its ~~experience.~~experience but recommended adjustments based on the results of the studies conduced in fiscal 2007 and again in fiscal 2008. For our Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer, updated allocations with respect to their 2007 targeted overall compensation packages resulted in 2007 base salaries of $305,000, $230,000, and $246,250, respectively. The new allocations were based on our initial study as detailed above. Further adjustments were made for fiscal 2008 based on the follow on analysis we conducted in fiscal 2007, resulting in salary increases of $15,000 and $4,750 for Mr. Catherall and Mr. Marett respectively. Again, we note that while our executive officers’ base salaries are somewhat lower than their peers, that is consistent with our emphasis on non-equity incentive plan compensation awards as a larger component of aggregate compensation.

Non-Equity Incentive Plan Awards. The Committee’s practice is to award cash payments based upon ~~specified~~financial objectives relating to the Company’s ~~revenues~~revenue and EBITDA figures, as one component, and, as a second component, ~~certain “MBO” or~~ “Management by Objective” or “MBO” goals ~~specific~~germane to each named executive ~~officer.~~officer’s specific responsibilities. The revenue and EBITDA based component of the plan is structured entirely around achievement of certain revenue and EBITDA targets and isin fiscal 2007 was weighted such that 25% of payments earned ~~are~~were dependent upon the revenue portion and 75% upon the EBITDA portion. ~~In 2006, Mr. Nicolaides’s non-equity incentive award plan,~~For purposes of calculating payments,

Mr. Marett’s and Mr. Catherall’s non-equity incentive award plans, ~~provide~~again, exclusive of their MBO opportunities, provided for maximum ~~revenue and EBITDA based~~ opportunities of ~~45% and~~ 50% of their respective base salaries. For example, achieving 100% - 105% of the 2007 revenue target, and 90% — 100% of the EBITDA target implies an 85% and 70% pay-out respectively. Given the 2007 base salary of $305,000, Mr. Nicolaides would receive an award of $146,209. Under the same scenario, given a fiscal 2007 base salary of $230,000, Mr. Catherall would receive an award of $76,331. Given a fiscal 2007 base salary of $245,250, Mr. Marett would receive an award of $90,805. For purposes of calculating payments, revenue and EBITDA targets are established by the Compensation Committee at the beginning of each fiscal year.~~The table below sets forth our named executive officers’ fiscal 2007 threshold, target, and maximum opportunities based upon revenue and EBITDA targets.~~


	~~Threshold~~	~~Target~~	~~Maximum~~
~~Name~~	~~Performance Level~~	~~Performance Level~~	~~Performance Level~~
~~Stratton Nicolaides~~	~~6.5% of base salary~~	~~55% of base salary~~	~~65% of base salary~~
~~Alan Catherall~~	~~4.5% of base salary~~	~~38% of base salary~~	~~45% of base salary~~
~~Michael Marett~~	~~5% of base salary~~	~~48% of base salary~~	~~50% of base salary~~

Each named executive officer will earn 100% of his targeted award if two conditions are met: (1) the Company exceeds its revenue target by 105% or more and (2) the Company attains 105% of its EBITDA target. He will receive his award at a lesser level if the Company fails to exceed its revenue or EBITDA target by 105% or more. If both criteria are below 77.3% and 59.1%, respectively, no awards can be earned.

MBO Awards. For meeting specified “MBO” ~~(management~~or “Management by ~~objective)~~Objective” targets in fiscal 2007, Mr. Nicolaides, Mr. Catherall, and Mr. Marett ~~are~~were eligible for additional maximum cash payments of $22,500, $40,000, and $41,875 respectively. ~~For fiscal 2006,~~ Mr. ~~Nicolaides’s,~~Nicolaides was awarded $62,500. Mr. ~~Catherall’s, and~~Catherall was awarded $37,500. Mr. Marett’s ~~MBO awards were $24,500, $25,000, and $33,750 respectively.~~award was $29,375. MBO award plan metrics for fiscal ~~2006~~2007 are ~~set forth~~summarized in the following table.

Name Metric MBO Award, Component 1 MBO Award, Component 2 Total
Stratton Nicolaides
Sole component: 100% of SG&A target under 2006 budget $ 24,500 — $ 24,500
Alan Catherall
Component 1: 100% of SG&A target under 2006 budget
Component 2: 100% of targeted financial performance of specified product lines $ 20,000 $ 5,000 $ 25,000
Michael Marett
100% of SG&A target under 2006 budget $ 33,750 — $ 33,750

MBO award plan metrics for fiscal 2007 are set forth in the following table.
Name Metric MBO Award, Component 1 MBO Award, Component 2 Total
Stratton Nicolaides
Sole component: 100% of SG&A target in under 2007 budget $ 22,500 — $ 22,500
Alan Catherall
Component 1: 100% of SG&A target under 2007 budget
Component 2: 100% of targeted financial performance of specified product lines $ 15,000 $ 25,000 $ 40,000
Michael Marett
Component 1: 100% of SG&A target under 2007 budget
Component 2: 100% of targeted financial performance of specified product lines $ 16,875 $ 25,000 $ 41,875

MBO award plan metrics — fiscal 2007


		MBO Award,	MBO Award,	MBO Award
		Component 1	Component 2	Component 3	Total	Awarded
Name	Metric	($)	($)	($)	($)	($)
Stratton Nicolaides	Sole component: 100% of SG&A target in under 2007 budget Component 2: Not Applicable Component 3: Successful completion of Orbit One Communications, Inc. asset acquisition	$22,500	—	$40,000	$22,500	$62,500

~~25% per year.~~fiscal 2007. The following table summarizes each named executive officer’s outstanding equity awards as of the end of fiscal ~~2006.~~2007.

~~Fringe Benefits~~. In fiscal 2006, Mr. Nicolaides received payments totaling $5,553 to help defray apartment rental expenses incurred in association with his need to frequently travel to Atlanta, Georgia, where the Company is headquartered. In fiscal 2006, Mr. Catherall and Mr. Marett each earned net payments of $6,000 to help defray their business-related automobile expenses but will not receive any such payments in 2007. Each of our named executive’s medical, dental, and life insurance benefits totaled approximately $8,000. Company matching with respect to each named executive’s 401(k) plan equaled just under $10,000.

Outstanding Equity Awards At Fiscal Year-End — fiscal 2007


	No. of Securities		No. of Securities						No. of Securities		No. of Securities
	Underlying		Underlying Unexercised						Underlying Unexercised		Underlying Unexercised
	Unexercised Options		Options						Options		Options
	(#)		(#)		Option Exercise Price		Option Expiration		(#)		(#)		Option Exercise Price		Option Expiration
Name	Exercisable		Unexercisable		($)		Date (1)		Exercisable		Unexercisable		($)		Date⁽¹⁾
		0		50,000	$	9.46		10/25/2016
		6,250		18.750	$	4.75		01/02/2016
		100,000		0	$	1.62		3/31/2013
Stratton Nicolaides		55,000		0	$	2.79		01/30/2013		12,500		37,500	$	9.46		10/25/2016
		50,000		0	$	6.10		10/25/2011
		100,000		0	$	8.50		04/13/2010

		0		30,000	$	9.46		10/25/2016
		2,500		7,500	$	4.57		12/19/2015
Stratton Nicolaides										12,500		12,500	$	4.75		01/02/2016
										10,000		0	$	1.62		3/30/2013
										55,000		0	$	2.79		01/30/2013
										50,000		0	$	6.10		10/25/2011
										100,000		0	$	8.50		04/13/2010
		12,500		12,500	$	4.00		11/08/2014		7,500		22,500	$	9.46		10/25/2016
		56,250		18,750	$	2.84		06/03/2013

		0		50,000	$	9.46		10/25/2016
		3,750		11,250	$	4.57		12/19/2015
		12,500		12,500	$	4.00		11/05/2014
Alan Catherall										5,000		5,000	$	4.57		12/19/2015
										18,750		6,250	$	4.00		11/08/2014
										75,000		0	$	2.84		06/03/2013
		12,500		12,500	$	4.59		06/29/2014		12,500		37,500	$	9.46		10/25/2016
		21,000		0	$	2.79		01/30/2013
		25,000		0	$	6.10		10/25/2011
		25,000		0	$	7.38		01/30/2013
Michael Marett										7,500		7,500	$	4.57		12/19/2015
										18,750		6,250	$	4.00		11/08/2014
										18,750		6,250	$	4.59		06/29/2014
										21,000		0	$	2.79		01/30/2013
										25,000		0	$	6.10		10/25/2011
										25,000		0	$	7.38		02/22/2011

Potential Payments upon Termination or Change in Control

The Company’s named executive officers have each made major contributions towards building the Company into the enterprise that it is today, and the Company believes that it is important to protect them in the event of involuntary termination following change in control. Further, it is the Company’s belief that the interests of ~~stockholders~~our shareholders will be best served if the interests of the Company’s senior management team are aligned with them, and providing change in control benefits should eliminate, or at least reduce, the reluctance of senior management to pursue potential change in control transactions that ~~may~~are not be in the best interests of our shareholders. Accordingly, on November 10, 2006, the Company entered into a change in control agreements with each of ~~Mssrs.~~Messrs. Nicolaides, Catherall, and Marett.

Pursuant to the change in control agreements, “involuntary termination” is deemed to be a “separation from service” as defined under Section 409A of the Internal Revenue Code of 1986 (“the Code”) at any time within two years following a change in control if such separation is without cause. The concept of separation without cause encompasses termination of employment following a diminution in title, responsibility, or salary level as well as required relocation outside of 50 miles from Numerex’s current headquarters location. A “change in control” as defined in the change in control agreements is deemed to occur if (a) Numerex consummates a sale, transfer, assignment, exchange, or other conveyance of all or substantially all of the assets of Numerex, (b) there is a sale, transfer, assignment, exchange, or other conveyance resulting in any third party’s acquisition of more than 50% of the outstanding voting stock of Numerex, or (c) a merger or consolidation occurs which results in a third party’s ownership of more than 50% of the merged or consolidated entity. Each agreement provides that if the officer’s employment is terminated, without cause, within two years of a change of control, he will receive a lump sum payment equal to 12 months of his base salary. The payment will be made six months after the date of termination or upon such earlier date as is permitted under the Code. In the event of termination following a change in control, the Company will also continue to provide health and medical benefits, asi.e., COBRA coverage, to the extent required by applicable law. All outstanding options will vest immediately.

The tables below reflect the amount of compensation payable to each of our named executive officers in the event of termination of employment. For illustrative purposes, the tables assume that such termination was effective as of December 31, ~~2006,~~2007, and thus include amounts earned through that date. The option price used was the closing price of our common stock on December 31, 2007, or $8.25 per share.

Involuntary Not for Involuntary Not for
Stratton Executive Benefit and Cause Termination Cause Termination
Nicolaides Payments upon Absent Change in Following Change in
(CEO) Separation Voluntary Termination Control For Cause Termination Control
Cash Severance Payment — — — $ 245,000
Fair Market Value of Vested Options (1 ) (1 ) (1 ) $ 1,602,695
Total $ 1,847,695

Involuntary Not for Involuntary Not for
Executive Benefit and Cause Termination Cause Termination
Alan Catherall Payments upon Absent Change in Following Change in
(CFO) Separation Voluntary Termination Control For Cause Termination Control
Cash Severance Payment — — — $ 200,000
Fair Market Value of Vested Options (1 ) (1 ) (1 ) $ 346,450
Total $ 546,450

Involuntary Not for Involuntary Not for
Executive Benefit and Cause Termination Cause Termination
Michael Marett Payments upon Absent Change in Following Change in
(COO) Separation Voluntary Termination Control For Cause Termination Control
Cash Severance Payment — — — $ 225,000
Fair Market Value of Vested Options (1 ) (1 ) (1 ) $ 702,829
Total $ 927,829


											Involuntary Not
					Involuntary Not for						for Cause
	Executive Benefit				Cause Termination						Termination
Stratton	and Payments upon	Voluntary			Absent Change in			For Cause			Following Change
Nicolaides (CEO)	Separation	Termination			Control			Termination			in Control
	Cash Severance Payment		—			—			—		$	305,000
	Fair Market Value of Vested Options		(1	)		(1	)		(1	)	$	1,074,475
Total											$	1,379,475


											Involuntary Not
					Involuntary Not for						for Cause
	Executive Benefit				Cause Termination						Termination
Alan Catherall	and Payments upon	Voluntary			Absent Change in			For Cause			Following Change
(CFO)	Separation	Termination			Control			Termination			in Control
	Cash Severance Payment		—			—			—		$	245,000
	Fair Market Value of Vested Options		(1	)		(1	)		(1	)	$	494,763
Total											$	739,763


											Involuntary Not
					Involuntary Not for						for Cause
	Executive Benefit				Cause Termination						Termination
Michael Marett	and Payments upon	Voluntary			Absent Change in			For Cause			Following Change
(COO)	Separation	Termination			Control			Termination			in Control
	Cash Severance Payment		—			—			—		$	250,000
	Fair Market Value of Vested Options		(1	)		(1	)		(1	)	$	350,948
Total											$	600,498


(1)		Vested options can be exercised up to 90 days from the date of termination.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee during fiscal year ~~2006~~2007 served as an officer, former officer, or employee of the Company or had a relationship ~~discloseable~~requiring disclosure under “Related Person Transactions.” Further, during ~~2006,~~2007, no executive officer of the Company served as:

	•		A member of the Compensation Committee (or equivalent) of any other entity, one of whose executive officers served as one of our directors or was an immediate family member of a director, or served on our Compensation Committee; or

	•		A director of any other entity, one of whose executive officers or their immediate family member served on our Compensation Committee.

Director Compensation — Fiscal 2007

~~Prior to February 17, 2006, each director of the Company who is not also an employee of the Company or a Gwynedd-designated director received an~~The annual fee ~~of $12,000 and a fee of $250~~ for ~~each meeting (except telephonic meetings, in which case the fee~~directors is ~~$125) of the Board of Directors or a Committee thereof attended. As of February 17, 2006, the annual fee was increased to~~ $16,000 and the fee of for each meeting ~~(except telephonic meetings, in which case the fee is $175)~~ that the Board of Directors or a Committee thereof attended was increased to ~~$350.~~$350 except for meetings attended telephonically, in which case the fee is $175. Directors also receive reimbursement of expenses incurred in attending meetings. No additional fee is paid for Committee meetings held the same day as Board of Directors meetings. The lead director and Vice-Chairman of the Board of Directors, Mr. Raos, is paid an additional $4,000 fee. ~~Directors also receive reimbursement of expenses incurred in attending meetings.~~ In ~~addition, in~~ accordance with ~~Numerex Corp.~~the Company’s Directors’ Stock Plan, in ~~2006,~~2007 three directors elected to have their annual fees paid entirely in cash and ~~three~~2 directors elected to have their annual fees paid in stock.

~~Under the Company’s Non-Employee Director Stock Option Plan and 1999 Long-Term Incentive Plan, each director who is not also an employee~~ Directors receive a grant of ~~the Company or a Gwynedd-designated director automatically was granted~~6,000 options ~~to purchase 4,000 shares of Common Stock on each annual shareholder meeting date. As of February 17, 2006, the option grant was increased to 6,000~~ upon appointment, with each such director receiving an additional annual grant of options to purchase ~~6,000~~12,000 shares of Common Stock granted on the date of the Annual Shareholders Meeting.

The following table provides information concerning compensation paid by the Company to its non-employee ~~directors.~~directors for fiscal 2007. Mr. Nicolaides and Mr. Ryan are not compensated for their services as directors.


				2006 Option				2007 Fees Earned and Paid in		2007 Option		2007 Option
	2006 Fees Earned or Paid in Cash			Awards		Total		Cash or Equivalent Shares		Awards		Awards		Total
Name	($)			($)(2)		($)		($)⁽¹⁾		(#)		($)⁽²⁾		($)
Brian C. Beazer	$	17,925.00	(1)	$	27,312.00	$	45,237.00		$19,150		12,000		$74,136		$93,286
George Benson	$	19,150.00		$	27,312.00	$	46,462.00		$19,675		12,000		$74,136		$93,811
Nicholas A. Davidge	$	18,625.00	(1)	$	27,312.00	$	45,937.00		$18,100		12,000		$74,136		$92,236
Matthew J. Flanigan	$	18,275.00		$	27,312.00	$	45,587.00		$18,275		12,000		$74,136		$92,411
Allan H. Liu	$	16,700.00		$	27,312.00	$	44,012.00
John Raos	$	22,800.00	(1)	$	27,312.00	$	50,112.00
John G. Raos									$24,025		12,000		$74,136		$98,161

CODE OF ETHICS

The Company has adopted a Code of Ethics and Business Conduct (the “Code”), as defined in applicable SEC and NASDAQ rules, that applies to the Company’s directors, officers, and employees, including the Company’s Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial and accounting officer). Waivers of the requirements of the Code or associated polices with respect to members of the Board or executive officers are subject to approval of the full Board of Directors. The Code is available on the Company’s website at ~~www.nmrx.com.~~www.numerex.com.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Review and Approval of Related Person Transactions. The Company does not have a formal written policy regarding the review of related party transactions. We review all relationships and transactions in which the company and our directors and senior executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest. The company’s senior management is primarily responsible for the development and implementation of processes and controls to obtain information from the directors and senior executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether the company or a related person has a direct or indirect material interest in the transaction. As required under SEC rules, transactions, if any, that are determined to be directly or indirectly material to the company or a related person are disclosed in the company’s proxy statement. In addition, the Audit Committee reviews and approves or ratifies any related person transaction that is required to be disclosed. In the course of its review and approval or ratification of a disclosable related party transaction, the Audit Committee considers such factors as:

	•		the nature of the related person’s interest in the transaction;

	•		the material terms of the transaction, including, without limitation, the amount and type of transaction;

	•		the importance of the transaction to the related person;

	•		the importance of the transaction to the Company;

	•		whether the transaction would impair the judgment of a director or executive officer to act in the best interest of the company; and

	•		any other matters the Committee deems appropriate.

Any member of the Audit Committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote respecting approval or ratification of the transaction, provided, however, that such director may be counted in determining the presence of a quorum at a meeting of the Committee that considers the transaction.

Mr. Ryan, a Director of the Company, is a partner in the law firm of Salisbury & Ryan LLP. Salisbury & Ryan ~~LLP~~ provided legal services to the Company in fiscal ~~2004, 2005,~~2006 and ~~2006~~2007 and will continue to provide such services during fiscal ~~2007. During~~2008. For service performed in fiscal ~~2006,~~2007, Salisbury & Ryan ~~LLP charged~~invoiced the Company legal fees of approximately ~~$172,000.~~$504,000.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under Section 16(a) of the Exchange Act, the Company’s directors and officers and persons who are the beneficial owners of more than 10% of the outstanding Common Stock are required to report their beneficial ownership of Common Stock and any changes in that ownership to the SEC. Based solely on a review of the copies of reports furnish to, or filed by, us and written representations that no other reports were required, we believe that during fiscal ~~2006,~~2007, our executive officers and Directors complied with all applicable Section 16(a) filing requirements with the exceptions described below. The following Form 4 filings were filed late due to administrative oversights: a Form 4 filed by Nicholas Davidge regarding shares purchased in February 2006 was filed 8 days late in March 2006; a Form 4 filed by George Benson reflecting shares sold in February 2006 was filed 2 days late; and a Form 4 filed by George Benson reflecting shares sold in February 2006 was filed 6 days late.

2022

ANNUAL REPORT

The Annual Report to Shareholders of the Company (the “Annual Report”) for fiscal ~~2006~~2007 accompanies this proxy statement. Additional copies of the Annual Report are available upon written request to the Company at its principal executive offices which are located at 1600 Parkwood Circle SE, Suite 500, Atlanta, Georgia 30339, Attention: ~~Investor Relations.~~Shareholder Communications. The Annual Report is not part of these proxy solicitation materials.

EACH PERSON SOLICITED HEREUNDER CAN OBTAIN WITHOUT CHARGE A COPY OF THE COMPANY’S ANNUAL REPORT ON FORM 10-K FOR FISCAL ~~2006~~2007 FILED WITH THE SEC, EXCEPT FOR EXHIBITS TO THE REPORT, BY SENDING A REQUEST THEREFOR TO: NUMEREX CORP., ATTN: SHAREHOLDER COMMUNICATIONS, 1600 PARKWOOD CIRCLE SE, SUITE 500, ATLANTA, GEORGIA 30339. OUR SEC FILINGS ARE ALSO AVAILABLE AT THE SEC’S WEBSITE AT ~~http://www.sec.gov~~WWW.SEC.GOV.


		By Order of the Board of Directors

		Andrew J. Ryan
		Secretary

2223

ANNUAL MEETING OF SHAREHOLDERS OF

NUMEREX CORP.

May ~~11, 2007~~9, 2008

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

— Please detach and mail in the envelope provided. —

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF
DIRECTORS AND “FOR” PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERExþ


1.		The election of the nominees listed at right as Directors of the Company, as more fully described in the accompanying Proxy Statement.


		NOMINEES

o FOR ALL NOMINEES		0 Brian Beazer
		0 George Benson
		0 Nicholas Davidge
		0 Matthew J. Flanigan
o WITHHOLD AUTHORITY FOR ALL NOMINEES		0 Stratton Nicolaides
		0 John G. Raos
		0 Andrew J. Ryan
		0 Jeffrey O. Smith
o FOR ALL EXCEPT (See instructions below)


INSTRUCTION:		To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: l•

To change the address on your account, please check the box at right and indicate your new address in the address
space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. o


		FOR	AGAINST	ABSTAIN
2.	Proposal to ratify Grant Thornton LLP as the Company’s independent accountants for the fiscal year ending December 31, ~~2007.~~2008.	o	o	o

3.	In their discretion, to transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

This proxy, when properly executed, will be voted as directed. The Board of Directors recommends a vote FOR all nominees listed in Item 1 and FOR the proposal listed in Item 2. If no directions to the contrary are indicated, the persons named herein intend to vote FOR the election of the named nominees for director and FOR the ratification of Grant Thornton LLP as the Company’s independent accountants for the current fiscal year.

PLEASE DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE.

The undersigned hereby acknowledges receipt of the Company’s ~~2006~~2007 Annual Report to Shareholders, Notice of the Company’s ~~2007~~2008 Annual Meeting of Shareholders and the Proxy Statement relating thereto.

Signature of ~~Shareholder~~

~~Date:~~

Signature of

Shareholder

Date:

Shareholder

Date:


Note:		This proxy must be signed exactly as the name appears hereon. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.


o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12


(1)		~~Grant date of option awards.~~No options or other stock awards were made to our named executives in fiscal 2007.

(2)		The awards falling into the indicated range were earned in ~~2006~~2007 and ~~were~~ paid in ~~2007.~~2008. For additional information on those awards, ~~including their actual amounts,~~ see section “Compensation Discussion and Analysis –— Non-Equity Incentive Plan Compensation.”

(3)		Calculations exclude MBO based awards, which are treated separately in the section “MBO Awards”.

~~(4)~~		~~The amounts shown in this column reflect the number of option granted to each named executive officer pursuant to the Stock Option Plan, and vest at a rate of 25% per year.~~


(1)	Title of each class of securities to which transaction applies:


(2)	Aggregate number of securities to which transaction applies:


(1)		Member of Audit Committee

(2)		Member of Compensation Committee

(3)		Member of Nominating Committee

(4)		Mr. Smith was appointed to the Board of Directors on March 18, 2008.


(1)		Estimated. Grant Thornton LLP certified the Company’s compliance with the requirements of the Sarbanes-Oxley Act for fiscal 2007, which was the first year with respect to which the Company was required to attain full compliance with the requirements of the Sarbanes-Oxley Act; the increase in fees over fiscal 2006 is, in significant part, reflective of the additional auditing functions associated with the certification effort.


					Option		Non-Equity Incentive		All Other
			Salary		Awards		Plan		Compensation		Total
Name & Principal Position	Year		($)		($)(1)		Compensation(2)		($)(3)		($)
Stratton Nicolaides (CEO)		2006	$	275,000	$	269,700	$	129,500	$	23,580	$	697,780
Alan Catherall (CFO)		2006	$	200,000	$	161,820	$	95,000	$	23,957	$	480,777
Michael Marett (COO)		2006	$	225,000	$	269,700	$	112,500	$	23,733	$	630,933


	Company Contributions to									Total
	Qualified Defined Contribution							Insurance Benefits		All Other
Name	Plan(1)		Living Expenses			Car Allowance		(2)		Compensation
Stratton Nicolaides	$	9,999	$	5,553	(3)		—	$	8,028	$	23,580
Alan Catherall	$	9,999		—		$	6,000	$	7,958	$	23,957
Michael Marett	$	9,736		—		$	6,000	$	7,997	$	23,733


(1)		“Composite” view combining peer companies across all three categories described above. All dollar figures rounded to the nearest thousand.

(2)		~~Effective March 1,~~Data generally specific to fiscal 2006, the most recent year for which peer group data is generally available through the Equilar database.

(3)		Bonus figures reflect an interpolation of the awards for fiscal 2006, which, with regard to non-equity incentive compensation, we view as ~~discussed above.~~a more normative year for comparison purposes.


Name	Metric	MBO Award, Component 1		MBO Award, Component 2	Total
Stratton Nicolaides	Sole component: 100% of SG&A target under 2006 budget	$	24,500	—	$	24,500
Alan Catherall	Component 1: 100% of SG&A target under 2006 budget Component 2: 100% of targeted financial performance of specified product lines	$	20,000	$ 5,000	$	25,000
Michael Marett	100% of SG&A target under 2006 budget	$	33,750	—	$	33,750

MBO award plan metrics for fiscal 2007 are set forth in the following table.
Name	Metric	MBO Award, Component 1		MBO Award, Component 2	Total
Stratton Nicolaides	Sole component: 100% of SG&A target in under 2007 budget	$	22,500	—	$	22,500
Alan Catherall	Component 1: 100% of SG&A target under 2007 budget Component 2: 100% of targeted financial performance of specified product lines	$	15,000	$ 25,000	$	40,000
Michael Marett	Component 1: 100% of SG&A target under 2007 budget Component 2: 100% of targeted financial performance of specified product lines	$	16,875	$ 25,000	$	41,875


(1)		All options vest at the rate of 25% per year over four years. For example, if 1000 shares are awarded on January 1, 2008, 250 shares would vest on January 1, 2009, another 250 shares on January 1, 2010, another 250 shares on January 1, 2011, and the remaining 250 shares on January 1, 2012 at which time all 1000 shares would have fully vested.



									All Other																All Other				Grant
									Option				Grant												Option				Date Fair
									Awards;		Exercise		Date Fair												Awards;		Exercise		Market
			Estimated Possible Payouts Under						Number of		or Base		Value of												Number of		or Base		Value of
			Non-Equity Incentive Plan Awards						Securities		Price of		Stock and				Estimated Possible Payouts Under								Securities		Price of		Stock and
			(2)(3)						Underlying		Option		Option				Non-Equity Incentive Plan Awards⁽²⁾⁽³⁾								Underlying		Option		Option
	Grant		Threshold		Target		Maximum		Options⁽⁴⁾		Awards		Awards		Grant		Threshold		Target		High		Awarded		Options		Awards		Awards
Name	Date⁽¹⁾		($)		($)		($)		(#)		($sh)		($)		Date⁽¹⁾		($)		($)		($)		($)		(#)		($sh)		($)
Stratton Nicolaides		10/26/2006	$	15,000	$	127,500	$	150,000		50,000	$	9.46	$	269,700		—		£ $15,000	$	127,500	$	150,000	$	14,869		—		—		—
Alan Catherall		10/26/2006	$	10,000	$	85,000	$	100,000		30,000	$	9.46	$	161,820		—		£ $10,000	$	85,000	$	100,000	$	7,763		—		—		—
Michael Marett		10/26/2006	$	11,250	$	95,625	$	112,500		50,000	$	9.46	$	269,700		—		£ $11,250	$	95,625	$	112,500	$	9,234		—		—		—


(1)	Amount Previously Paid:


(2)	Form, Schedule or Registration Statement No.:


(3)	Filing Party:


(1)		Includes meeting fees. Directors may elect to have all or a portion of their annual retainer and other fees paid in shares of the Company’s stock. Each of ~~Mssrs.~~Messrs. Beazer, Davidge, and Raos elected to have those fees paid in stock as follows: Mr. Beazer, ~~2,166~~2,061 shares; Mr. Davidge, ~~2,220~~1,915 shares; and Mr. Raos, ~~2,714~~2,588 shares.

(2)		The amounts in this column reflect the FAS 123R expense recognized in fiscal ~~2006~~2007 for the subject option awards. The following Directors had stock options outstanding at the end of fiscal 2006: Brian C. Beazer, 28,000, George Benson, 30,000, Nicholas A. Davidge, 10,000, Matthew J. Flanigan, 40,000, Allan H. Liu, 30,000, John Raos, 50,000.

~~(3)~~		~~Because he provides professional legal services to the Company and serves as its Secretary, Mr. Ryan receives no compensation as a Director.~~