DEF 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12

NUMEREX CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/ / No fee required.

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.

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

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(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
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/ / Fee paid previously with preliminary materials.

/ / 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.

(1) Amount Previously Paid:

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NUMEREX CORP.
1600 PARKWOOD CIRCLE SE
SUITE 200
ATLANTA, GA 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 10:00 a.m. on May 4, 2001, at the Parkwood Room at
Hawthorn Suites, 1500 Parkwood Circle, Atlanta, Georgia 30339.

At the Annual Meeting, you will be asked to (i) elect six nominees to
serve as directors of the Company, (ii) approve the Numerex Corp. 2001 Employee
Stock Purchase Plan, and (iii) ratify the appointment of Grant Thornton LLP as
the independent accountants of the Company.

The Board of Directors hopes that you will be able to attend the
shareholders' 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 enveloped 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.

Sincerely yours,

Stratton J. Nicolaides
Chairman and Chief Executive Officer

April 5, 2001

Enclosures

NUMEREX CORP.

--------------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 4, 2001

--------------------------

TO OUR SHAREHOLDERS:

Notice is hereby given that the annual meeting of shareholders of
NUMEREX CORP. (the "Company") will be held on May 4, 2001, at 10:00 a.m. (local
time), at 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 six persons to
serve until the next annual meeting of shareholders and until
their respective successors shall have been duly elected and
qualified;

2. To approve the Numerex Corp. 2001 Employee Stock Purchase
Plan;

3. To consider and vote upon the ratification of the appointment
by the Board of Directors of Grant Thornton LLP as independent
accountants of the Company for the current fiscal year ending
December 31, 2001; and

4. To transact such other business as may properly come before
this meeting or any postponement or adjournment thereof.

The Board of Directors has fixed April 2, 2001 as the record date for
the determination of shareholders entitled to vote at the 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.

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 5, 2001 By Order of the Board of Directors

Andrew J. Ryan
Secretary

NUMEREX CORP.
1600 Parkwood Circle SE
Suite 200
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 200, Atlanta,
Georgia 30339, hereby solicits your proxy in the form enclosed for use at the
Annual Meeting of Shareholders to be held on May 4, 2001, at 10:00 a.m. (local
time), or at any postponement or adjournment thereof (the "Annual Meeting"). The
expense of soliciting your proxy will be borne by the Company. The approximate
date on which this Proxy Statement and the accompanying form of proxy will first
be sent or given to shareholders is April 5, 2001.

At the Annual Meeting, shareholders will be asked to (i) elect six
nominees to serve as directors of the Company, each to serve until the next
annual meeting, (ii) approve the Numerex Corp. 2001 Employee Stock Purchase Plan
(the "Purchase Plan"), and (iii) ratify the appointment of Grant Thornton LLP as
the independent accountants of the Company for the current fiscal year ending
December 31, 2001.

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 4, 2001, at 10:00 a.m. (local
time), at the Parkwood Room at Hawthorn Suites, 1500 Parkwood Circle, Atlanta,
Georgia 30339.

RECORD DATE; VOTING RIGHTS

The Company had 10,391,104 shares of Class A Common Stock, no par value
(the "Common Stock"), outstanding at the close of business on April 2, 2001, 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 all of the shares
of stock entitled to vote constitutes 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 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. In all matters, other than the election of directors, the affirmative
vote of the majority of the votes cast in person or represented by proxy at the
Annual Meeting and entitled to vote on the matter will be the act of the
shareholders. Under Pennsylvania law, the act of "voting" does not include
either recording the fact of abstention or failing to vote for a candidate or
for approval or disapproval of a proposal, whether or not the person entitled to
vote characterizes the conduct as voting. In other words, only those who
indicate an affirmative or negative decision on a matter are treated as voting,
so that ordinarily abstention or a mere absence or failure to vote is not
equivalent to a negative decision.

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, for approval
of the Purchase Plan 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 telegraph, 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 1998" means the Company's
fiscal year ended October 31, 1998, "fiscal 1999" means the Company's fiscal
year ended October 31, 1999, and "fiscal 2000" means the Company's fiscal year
ending December 31, 2000.

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 March 2, 2001, 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
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.

Name of Beneficial Owner
or Identity of Group Shares Beneficially Owned (1) (2)
- ------------------------------------------------------- ------------------------------------------------
Number Percent
- ------------------------------------------------------- ----------------------- --------------------

Gwynedd Resources, Ltd. (3)
900 Market Street
Suite 200
Wilmington, DE 19801 3,207,280 30.2%

Elizabeth Baxavanis, Trustee (4)
Dominion Holdings #5
Revocable Trust for the
Benefit of Maria E. Nicolaides
900 Market Street
Suite 200
Wilmington, DE 19801 3,207,280 30.2%

Maria E. Nicolaides (5)
4193 Las Palmas Way
Sarasota, FL 34238 3,207,280 30.2%

Douglas Holsclaw, MD (6)
42 Llanberries Road
Bala Cynwyd, PA 19004 752,382 7.1%

Kenneth F. Manser
21 Keswick Close
Dunstable, Bedfordshire LU6-3AW
United Kingdom 834,658 7.9 %

George Benson 47,000 *

Matthew J. Flanigan 23,700 *

Allan H. Liu 4,000 *

Robert M. Madonna 50,000 *

Stratton J. Nicolaides (7) 37,000 *

Peter J. Quinn 18,056 *

John G. Raos 64,185 *

Andrew J. Ryan (8) 27,000 *

All Current Directors and Executive Officers as a
group (8 persons) 270,941 2.6%

* Less than 1%

(1) 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 March
2, 2001.

(2) Includes shares subject to options in the following amounts: Mr.
Benson, 42,000 shares; Mr. Flanigan, 18,700 shares; Mr. Liu, 4,000
shares; Mr. Madonna, 30,000 shares; Mr. Nicolaides 25,000 shares; Mr.
Quinn, 11,250 shares; and Mr. Raos, 4,000 shares.

(3) 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. Gwynedd has the same
shareholders as Dominion Group Limited, a Member Company of Dominion
Holdings. See "Certain Relationships and Related Transactions." See
footnotes (4), (5), (6) and (8).

(4) 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.

(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. Maria E. Nicolaides disclaims beneficial ownership of 325,651
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.

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

(7) Mr. Nicolaides disclaims beneficial ownership of the 3,207,280 shares
of Common Stock owned by Gwynedd.

(8) Mr. Ryan disclaims beneficial ownership of the 3,207,280 shares of
Common Stock owned by Gwynedd. Also excludes 100,000 shares subject to
an option granted to Salisbury & Ryan, a law firm of which Mr. Ryan is
a partner. Mr. Ryan's address is: Salisbury & Ryan, 1325 Avenue of the
Americas, Seventh Floor, New York, NY 10019-6026.

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 to be elected, subject to the foregoing limits, shall be determined
from time to time by the Board of Directors. The Board has set the number of
directors at six. At the Annual Meeting six 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 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.

All of the nominees currently serve as directors of the Company and
have consented to being named in this Proxy Statement and to serve if elected.

The Board of Directors will consider shareholder nominations for
directors 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 prior to the meeting. To be timely, the notice must be
delivered by December 5, 2001. Such notice must be accompanied by the nominee's
written consent, contain information relating to the business experience and
background of the nominee and contain information with respect to the nominating
shareholder.

INFORMATION AS TO DIRECTORS AND NOMINEES

The following table contains information with respect to the nominees
for Directors.

NAME AGE POSITION DIRECTOR SINCE

George Benson(l)(2) 66 Director 1995
Matthew J. Flanigan(l)(2) 55 Director 1994
Allan H. Liu 44 Director 2000
Stratton J. Nicolaides 47 Chairman of the Board and Chief Executive Officer 1999
John G. Raos(l)(2) 52 Director 2000
Andrew J. Ryan 42 Director 1996

(1) Member of Audit Committee
(2) Member of Compensation Committee

GEORGE BENSON has served as a Director of the Company since June 1995.
Since September 1992 Mr. Benson has served as Chairman and Chief Executive
Officer of Wisconsin Wireless Communications Corporation. From September 1992
until July 1999 Mr. Benson also served as Chairman and Chief Executive Officer
of Airadigm Communications Inc.

MATTHEW J. FLANIGAN has served as a Director of the Company since July
1994. Since April 1994, Mr. Flanigan has been the President of the
Telecommunication Industry Trade Association, a trade association for
telecommunication companies.

ALLAN H. LIU has served as a Director of the Company since January
2000. Since 1997, Mr. Liu has been the President and a member of the Board of
Directors of The China Retail Fund, LDC, a direct investment private equity fund
sponsored by American International Group in conjunction with the Ministry of
Internal Trade of the People's Republic of China.

STRATTON J. NICOLAIDES has served 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 since December 1999. From July 1994 until April
1999, Mr. Nicolaides managed a closely held investment partnership and provided
consulting services to Dominion Group Limited.

JOHN G. RAOS has served as a Director of the Company since February
2000. Since early 2000 Mr. Raos has been President and Chief Executive Officer
of Precision Partners, Inc., a precision machining 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 was
Chairman and Chief Operating Officer of Strategic Industries, Inc., a US
Industries subsidiary. Prior to June 1995, Mr. Raos served as President and
Chief Operating Officer of Hanson Industries, Inc.

ANDREW J. RYAN has served as a Director of the Company since May 1996.
Mr. Ryan has practiced law with the law firm of Salisbury & Ryan from August
1994 to present and serves as the Board designee of Gwynedd.

BOARD OF DIRECTORS, COMMITTEES AND ATTENDANCE AT MEETINGS

During fiscal 2000, the Board of Directors of the Company held 7
meetings. Each director attended 75% or more of the meetings of the Board and
committees of which they were members during fiscal 2000.

During fiscal 2000, the Audit Committee held 2 meetings. The purpose of
the Audit Committee is to review all recommendations made by the Company's
independent public accountants with respect to the accounting methods used and
the system of internal control followed by the Company and to advise the Board
of Directors with respect thereto. The Board of Directors has adopted a written
charter for the Audit Committee. The current members of the Audit Committee are
George Benson, Matthew J. Flanigan and John G. Raos.

During fiscal 2000, the Compensation Committee held 3 meetings. The
Compensation Committee makes recommendations to the Board with respect to the
compensation of the officers and key employees. The current members of the
Compensation Committee are George Benson, Matthew J. Flanigan and John G. Raos.

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. Additionally, in the event 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 ten
percent of the outstanding shares of the Company's Common Stock. Mr. Ryan
currently serves as Gwynedd's designee.

DIRECTOR COMPENSATION

Each director of the Company who is not also an employee of the Company
or a Gwynedd designated director receives an annual fee of $12,000 and a fee of
$250 for each meeting (except telephonic meetings, in which case the fee is
$125) of the Board or a committee thereof attended plus reimbursement of
expenses incurred in attending meetings. No additional fee is paid for committee
meetings held the same day as Board meetings.

On March 27, 2001, the Board of Directors approved the Numerex
Corporation Directors' Stock Plan. Under this plan, in lieu of cash
compensation, each non-employee director may elect to receive either fifty
percent or one hundred percent of his or her annual compensation in shares of
Common Stock. The total number of shares of Common Stock to be received will be
determined by dividing the amount of such annual compensation payable in shares
of Common Stock by the fair market value of the Common Stock on the date of
payment.

Under the Company's Non-Employee Director Stock Option Plan (the
"Director Plan"), each director who is not also an employee of the Company or a
Gwynedd designated director automatically is granted annual options covering
4,000 shares of Common Stock. On each anniversary of the initial option granted
hereunder, such person shall be granted an option to purchase 4,000 shares of
the Common Stock, or such lower number of shares as shall be equal to the number
of shares as shall then be available (if any) for grant under this Director Plan
divided by the number of persons who are to receive an option on such
anniversary.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

In March 1993, the Resolution Trust Corporation ("RTC"), as receiver
for Nassau Savings and Loan Association ("Nassau"), filed a complaint for
damages against Mr. Nicolaides arising out of five loans ("Loans") made by
Nassau between 1982 and 1985 to five partnerships of which Mr. Nicolaides was
one of the general partners. Mr. Nicolaides also was a guarantor of such Loans.
On November 22, 1995, without admitting liability for the claims asserted, Mr.
Nicolaides settled the RTC action for $2,125,000. On March 10, 1997, in a
separate criminal action arising out of the Loans, which was filed in the United
States District Court for the District of New Jersey, Mr. Nicolaides agreed to
plead guilty to one count of bank fraud. The court sentenced Mr.

Nicolaides to three-years probation and required payment of a $250,000 fine. Mr.
Nicolaides' probation has ended.

Neither the RTC action nor the criminal action included any ban on Mr.
Nicolaides engaging in any type of business activity.

Mr. Nicolaides is the spouse of Maria E. Nicolaides, who may be deemed
the indirect beneficial owner of approximately 30.2% of the Company's
outstanding Common Stock. See "Security Ownership of Certain Beneficial Owners
and Management."

On July 28, 1999, Airadigm Communications Inc. filed for chapter 11
bankruptcy protection. Mr. Benson served as Chairman and Chief Executive Officer
of Airadigm Communications Inc. until July 13, 1999. Airadigm Communications
Inc. was released from chapter 11 bankruptcy protection on October 11, 2000.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF
THE NOMINEES NAMED HEREIN.

PROPOSAL TWO
APPROVAL OF THE EMPLOYEE STOCK PURCHASE PLAN

On March 26, 2001, the Board of Directors adopted, subject to
shareholder approval, the Numerex Corp. 2001 Employee Stock Purchase Plan (the
"Purchase Plan") and reserved 500,000 shares of Common Stock for issuance under
the Purchase Plan subject to the shareholder approval solicited by this proxy
statement.

DESCRIPTION OF THE PLAN

The purpose of the Purchase Plan is to provide eligible employees of
the Company and its designated affiliates with an opportunity to purchase shares
of Common Stock of the Company through accumulated payroll deductions. It is the
Company's intention that the Purchase Plan qualify as an employee stock purchase
plan under Section 423 of the Internal Revenue Code of 1983, as amended.

The following summary of the material terms of the Purchase Plan is
qualified in its entirety by reference to the full text of the Purchase Plan, a
copy of which is available by writing to the Company at its principal executive
office, 1600 Parkwood Circle SE, Suite 200, Atlanta, Georgia 30339. Unless
otherwise specified, capitalized terms used herein have the meaning assigned to
them in the Purchase Plan.

ELIGIBILITY. Shares are purchased under the Purchase Plan by means of
the grant of Options to participants on the first day of recurring Option
Periods (described below), which Options are then exercised on the last day of
the respective Option Periods. As of the commencement of the first Option Period
occurring at least six (6) months after becoming an employee, any individual who
is customarily employed by the Company or any designated affiliate for more than
(a) 20 hours per week and (b) five (5) months in any calendar year will be
eligible to participate in the Purchase Plan. As of March 26,

2001, approximately 125 employees would have been eligible to participate in the
Purchase Plan if the Purchase Plan were in effect as of such date.

A participant is not eligible for the grant of an Option to purchase
shares under the Purchase Plan if, immediately after such grant, the participant
would own capital stock constituting five percent (5%) or more of the total
combined voting power or value of all classes of capital stock of the Company or
of any affiliate of the Company. For purposes of determining whether a
participant meets this five percent (5%) limit, stock, which may be purchased
under all outstanding options, is treated as stock owned by the participant.

SHARES SUBJECT TO PURCHASE. A total of 500,000 shares of Common Stock
are available for sale pursuant to the Purchase Plan, subject to adjustment
pursuant to antidilution provisions. Should any shares covered by an Option fail
to be sold at the end of any Option Period, such shares may again be available
for purchase in subsequent Option Periods.

ADMINISTRATION. The Purchase Plan will be administered by an
Administrator appointed by the Board of Directors. Unless otherwise determined
by the Board, the Company's Chief Financial Officer will be the Administrator.
The Administrator shall have full authority to adopt such rules and procedures,
as it may deem necessary for proper plan administration and to interpret the
provisions of the Purchase Plan.

OPTION PERIODS. Shares will be issued through a series of successive
Option Periods, each of approximately six (6) months duration, subject to the
right of the Administrator to change the duration of Option Periods. Each
participant will be granted a separate Option to purchase shares of Common Stock
for each Option Period in which he or she participates. Options under the
Purchase Plan will be granted on the first Business Day of January and July of
each year and will be automatically exercised on the last Business Day in the
immediately succeeding June and December, respectively, of each year. Each
Option entitles the participant to purchase the number of shares of Common Stock
obtained by dividing the participant's payroll deductions for the Option Period
by the purchase price in effect for such period. The Administrator has the power
to change the duration and/or frequency of Option Periods without shareholder or
participant approval.

PURCHASE PROVISIONS. Each participant may authorize periodic payroll
deductions in any multiple of one percent (1%) of his or her cash Compensation,
up to a maximum of ten percent (10%) (or such lesser percentage as may be
specified by the Administrator prior to the Offering Date for the applicable
Option Period). A participant may not increase his or her rate of payroll
deduction for an Option Period after the start of that period, but he or she may
decrease the rate once per Option Period. On the last Business Day of each
Option Period, the accumulated payroll deductions of each participant will
automatically be applied to the purchase of shares of Common Stock at the Option
Price in effect for that Option Period.

OPTION PRICE. The Option Price per share of Common Stock that will be
purchased on the participant's behalf for each Option Period will be equal to
eighty-five percent (85%) (or such greater percentage as may be specified by the
Administrator prior to the Offering Date for the applicable Option Period) of
the lower of (i) the fair market value per share of Common Stock on the start
date of that Option Period or (ii) the fair market value per

share of Common Stock on the last day of that Option Period. In no event shall
the Option Price per share be less than the par value per share of the Common
Stock.

LIMITATIONS. The Purchase Plan imposes certain limitations on a
participant's rights to acquire Common Stock. No participant may purchase more
than 12,500 shares of Common Stock (subject to adjustment pursuant to
antidilution provisions) with respect to any Option Period. Furthermore, no
Option granted to a participant may permit such individual to purchase Common
Stock at a rate greater than $25,000 worth of such Common Stock (valued at the
time such Option is granted) for each calendar year during which the Option is
outstanding at any time.

WITHDRAWAL; TERMINATION OF PURCHASE RIGHTS. A participant may withdraw
from participation in the Purchase Plan during an Option Period by giving
written notice of withdrawal at least five (5) Business Days before the end of
the applicable Option Period (or such other period as may be specified by the
Administrator). Upon withdrawal from participation in the Purchase Plan, the
participant's accumulated payroll deductions will be refunded as soon as
possible without interest. An employee is eligible to participate in the
Purchase Plan during subsequent Option Periods after withdrawing from
participation in the Purchase Plan during an Option Period.

A participant's Option will immediately terminate as of the date the
participant ceases to be an employee for any reason, and his or her accumulated
payroll deductions will be promptly refunded, without interest.

DURATION, AMENDMENT AND TERMINATION. The Purchase Plan will terminate
upon the earliest to occur of (i) March 25, 2011 or (ii) the date on which all
available shares are issued. The Board of Directors may at any time amend or
terminate the Purchase Plan. Any amendment of the Purchase Plan must be approved
by shareholders of the Company to the extent shareholder approval is required by
applicable law or regulations or the requirements of the principal securities
exchange upon which the Common Stock then is listed. In addition, any amendment
of the Purchase Plan must be approved by each affected participant if such
amendment or termination would adversely affect his or her rights or obligations
under any Option granted prior to the date of such amendment or termination.

SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following discussion briefly summarizes certain federal income tax
consequences of participation in the Purchase Plan. It does not attempt to
describe all possible federal or any foreign, state, local or other tax
consequences of such participation or tax consequences based upon particular
circumstances.

The Purchase Plan is intended to be an "employee stock purchase plan"
within the meaning of Section 423 of the Code. A participant will be taxed on
amounts withheld for the purchase of shares as if such amounts were actually
received by the participant. No other income with respect to the shares
purchased will be taxable to the participant until disposition of the shares
acquired or the participant's death. The tax consequences upon disposition will
generally depend upon the holding period of the purchased shares.

If a participant disposes of purchased shares within two (2) years
after the first day of the Option Period in which such shares were acquired (the
"Option Grant Date") or within one (1) year after the last day of such Option
Period (the "Option Exercise Date") (the "required holding period"), then the
participant will recognize ordinary income in the year of sale or disposition
equal to the amount by which the fair market value of the shares on the Option
Exercise Date exceeded the purchase price paid for those shares. In addition,
the participant will recognize (i) capital gain equal to the excess, if any, of
the proceeds from the sale over the fair market value of the shares as of the
applicable Option Exercise Date, or (ii) capital loss equal to the amount the
proceeds from disposition of the shares are less than the fair market value of
the shares as of the Option Exercise Date. The Company generally will be
entitled to a deduction for federal income tax purposes equal to the amount of
ordinary income a participant recognizes upon disposition of the shares prior to
expiration of the required holding period.

If a participant disposes of the purchased shares (i) more than two (2)
years after the Option Grant Date and more than one (1) year after the Option
Exercise Date or (ii) in the event of the participant's death, then the
participant will recognize ordinary income in the year of sale or disposition
equal to the lesser of (i) the amount by which the fair market value of the
shares on the date of disposition or the date of the participant's death
exceeded the purchase price paid for those shares or (ii) fifteen percent (15%)
of the fair market value of the shares on the Option Grant Date. The participant
will recognize capital gain equal to the excess, if any, of the proceeds from
the disposition over the sum of the purchase price paid by the participant for
the shares and the amount of ordinary income the participant recognizes. If the
proceeds from the disposition of the shares are less than the purchase price
paid by the participant, the participant will be entitled to a capital loss. The
Company will not be entitled to any income tax deduction with respect to such
sale or disposition.

The rules governing employee stock purchase plans are very technical,
so that the above description of the tax consequences is general in nature and
does not purport to be complete. Moreover, statutory provisions are subject to
change, as are their interpretations, and their application may vary in
individual circumstances. Finally, the consequences under applicable state and
local income tax laws may not be the same as under the federal income tax laws.

ACCOUNTING TREATMENT

Under current accounting principles utilized by the Company, the
issuance of Common Stock under the Purchase Plan will not require any charge
against earnings. The Company is required to disclose in a footnote to its
financial statements the pro forma effects of stock-based compensation
arrangements on net income and earnings per share, based on the fair value of
the purchase rights granted under the Purchase Plan.

CERTAIN OTHER INFORMATION

Approval of the Purchase Plan requires the affirmative vote of a
majority of the total votes cast on the proposal in person or represented by
proxy at a meeting at which a quorum is present.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL
OF THE COMPANY'S EMPLOYEE STOCK PURCHASE PLAN.

PROPOSAL THREE
RATIFICATION OF INDEPENDENT ACCOUNTANTS

Effective March 31, 1999, the Company dismissed Deloitte & Touche LLP
as the Company's independent accountants. The decision to dismiss Deloitte &
Touche LLP was recommended by the Audit Committee and approved by the Board of
Directors. No report on the financial statements of the Company by Deloitte &
Touche LLP contained an adverse opinion or disclaimer of opinion, or was
qualified or modified as to uncertainty, audit scope, or accounting principles
during for the fiscal year ended October 31, 1998 or any subsequent period
through March 31, 1999.

In connection with the audit for the fiscal year ended October 31, 1998
and through March 31, 1999, there have been no disagreements between the Company
and Deloitte & Touche LLP on any matter or accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of Deloitte & Touche LLP would
have caused them to make reference thereto in their report on the financial
statements for those years.

On March 31, 1999, the Board of Directors, upon recommendation of the
Audit Committee, selected the firm of Grant Thornton LLP as independent
accountants of the Company for the fiscal years ending October 31, 1999 and
December 31, 2000, respectively.

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, 2001. This nationally known firm
has no direct or indirect financial interest in the Company.

Although not legally required to do so, the Board is submitting the
appointment of Grant Thornton LLP as the Company's independent accountants for
fiscal 2001 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 will reconsider its appointment of Grant
Thornton LLP 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.

Audit and Other Fees:

Audit Fees: $ 139,600
Financial Information Systems Design and
Implementation Fees: $ 0
All Other Fees: $ 76,400 - for tax services

The Audit Committee has considered the compatibility of nonaudit
services with the auditor's independence.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS
INDEPENDENT ACCOUNTANTS FOR FISCAL 2001.

REPORT OF THE AUDIT COMMITTEE

The Board of Directors of the Company has appointed an Audit Committee
composed of three directors, each of whom is independent under the National
Association of Securities Dealers listing standards, as applicable and as may be
modified or supplemented.

The Board of Directors has adopted a written charter for the Audit
Committee. A copy of that Charter is included as Exhibit A to this Proxy
Statement. The Audit Committee's job is one of oversight as set forth in its
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 auditors 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 LLP,
the Company's independent auditors for 2000.

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

The Audit Committee has received from Grant Thornton LLP 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 the year ended December 31, 2000 for filing with the Securities
and Exchange Commission (the "SEC").

THE AUDIT COMMITTEE

George Benson
Matthew J. Flanigan
John G. Raos.

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, and shall not be deemed to be soliciting
material or to be filed with the SEC under the Securities Exchange Act of 1934.

EXECUTIVE COMPENSATION

Under rules established by the SEC, the Company is required to provide
certain data and information with respect to the compensation and benefits
provided to the Company's Chief Executive Officer and other executive officers
of the Company. The disclosure requirements for the Chief Executive Officer and
other executive officers include the use of tables and a report explaining the
rationale and considerations that led to fundamental compensation decisions
affecting those individuals. In fulfillment of this requirement, the
Compensation Committee of the Company (the "Committee"), at the direction of the
Board of Directors, has prepared the following report for inclusion in this
proxy statement.

REPORT OF THE COMPENSATION COMMITTEE

OVERVIEW AND PHILOSOPHY

The Committee is currently comprised of Matthew J. Flanigan, as
Chairman, George Benson and John G. Raos. The Committee's responsibilities
include reviewing and making recommendations to the Board of Directors regarding
the compensation of the Chief Executive Officer and approving the compensation
paid to the Company's other executives. In addition, the Committee also
considers and recommends to the Board of Directors the award of options to key
employees and executive officers to purchase shares of Common Stock pursuant to
the Company's 1999 Long-Term Incentive Plan (the "1999 Plan").

The compensation structure is aimed at establishing levels of
compensation sufficient to attract and retain qualified executive talent. To do
so, the Company seeks to provide total compensation packages that it believes
are comparable to those offered by other companies of similar size, complexity
and financial performance. The Committee does not, however, rely on survey or
other statistical data when setting levels of compensation.

The compensation program also seeks to align the interests of management with
those of the Company's shareholders through the use of stock-based forms of
compensation, including compensation through stock option grants.

COMPENSATION PROGRAM ELEMENTS

During fiscal 2000, the senior employees compensation program consisted
of a base salary, long-term incentive compensation in the form of options to
purchase Common Stock under the 1999 Plan, and miscellaneous fringe benefits,
including group benefits generally available to employees of the Company. During
fiscal 2000, the Compensation Committee did not pay any cash bonuses, although
it may do so in the future. Overall, the Company's process of setting the levels
and mix of each component of compensation is subjective, with no precise,
mathematical weight given to any of the factors discussed below.

BASE SALARY. The Company's salary levels are subjectively established
based on the Compensation Committee's subjective assessment of each executive
officer's level of responsibility. Salary increases are intended to reflect the
overall financial performance of the Company, as well as the specific
contributions of the individual executive officer.

STOCK OPTIONS. Grants of stock options are made at the Committee's
discretion based on the level and importance of the management position to the
overall long-term success of the Company and the contribution of the executive
officer. Grants are intended to motivate the executive officers to build
shareholder value and to relate a significant portion of the executive's
compensation directly to the financial performance of the Company.

OTHER BENEFITS. In addition to the items of compensation described
above, the Company provides medical and life insurance and a 401(k) plan to its
executive officers, which are generally available to Company employees. The
Company also provides certain executive officers with a company car.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

Mr. Nicolaides has served as Chief Executive Officer since April 2000,
having served as Chief Operating Officer from April 1999 until March 2000.
During fiscal 2000, Mr. Nicolaides received an annual base salary compensation
of $273,958. The Compensation Committee based Mr. Nicolaides' base salary on its
subjective assessment of his performance and leadership in refocusing the
Company's business strategy.

Consistent with its belief that equity incentives help to align the
interests of the Chief Executive Officer with those of shareholders, in April
2000, the Compensation Committee granted Mr. Nicolaides a stock option to
purchase 100,000 shares with an exercise price equal to $8.50 per share vesting
over four years. In making this grant, the Compensation Committee considered its
subjective assessment of Mr. Nicolaides' performance, Mr. Nicolaides' leadership
of the Company, and the Company's historical compensation practices.

The above compensation was based upon the Company's belief that the
background and skills brought to the Company by the Chief Executive Officer, as
well as such person's contribution since commencing employment, were important
to the Company's achievement of its long range strategic goals.

POLICY WITH RESPECT TO SECTION 162(m) OF THE INTERNAL REVENUE CODE

Subject to certain exceptions, Section 162(m) of the Code disallows a
federal income tax deduction for compensation over $1 million paid to any
individual who, as of the close of the taxable year, is the chief executive
officer, or is among the four highest compensated officers (other than the chief
executive officer) for the taxable year. One exception applies to compensation
paid pursuant to shareholder-approved plans that are performance-based. The
Compensation Committee intends that awards made under the 1999 Plan, if approved
by shareholders, will be eligible for the performance-based exception, and
therefore eligible as a federal income tax deduction for the Company. The
Compensation Committee has taken and will continue to take actions necessary to
minimize the Company's nondeductible compensation expense under Section 162(m).
While keeping this goal in mind, the Committee also will try to maintain the
flexibility, which the Compensation Committee believes to be an important
element of the Company's executive compensation program.

THE COMPENSATION COMMITTEE

George Benson
Matthew J. Flanigan
John G. Raos

SUMMARY COMPENSATION TABLE

The following summary compensation table sets forth all cash
compensation paid to the Company's Chief Executive Officer and senior executives
of the Company during the Company's fiscal years ended December 31, 2000,
October 31, 1999, and 1998.

ANNUAL LONG TERM
COMPENSATION COMPENSATION
----------------------------------- ------------
SECURITIES
FISCAL ANNUAL OTHER ANNUAL UNDERLYING ALL OTHER(1)
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION

Stratton J. Nicolaides 2000 $273,958 $ 0 $ 0 100,000 $ 20,645
Chairman and Chief 1999 81,250 0 0 0 0
Executive Officer

Robert M. Madonna 2000 $135,321 $ 0 $ 0 0 $ 0
Executive Vice President

Peter J. Quinn 2000 $140,000 $ 0 $ 0 0 $ 14,400
Executive Vice President
and Chief Financial Officer

(1) Reflects accommodation allowance.

The following table sets forth certain information concerning stock
options granted under the Company's 1999 Long-Term Incentive Plan during the
fiscal year ended December 31, 2000 to the executive officers of the Company
named in the Summary Compensation Table.

OPTION GRANTS IN FISCAL 2000

INDIVIDUAL GRANTS (1)

PERCENT OF
NUMBER OF TOTAL OPTIONS
SECURITIES GRANTED UNDER GRANT
UNDERLYING THE 1999 DATE
OPTIONS PLAN IN EXERCISE EXPIRATION PRESENT
NAME GRANTED FISCAL YEAR PRICE DATE VALUE(2)
---- ----------- -------------- --------- ---------- --------

Stratton J. Nicolaides 100,000 74.9% $8.50 April 4, 2010 $790,000
Chairman and Chief
Executive Officer

(1) Generally, options become exercisable at cumulative annual rates of
25%, commencing one year from the date of grant, and expire ten years
from the date of grant. Notwithstanding the foregoing, options are
fully exercisable in the event of a change of control of the Company.
Options generally will terminate three months after the date employment
with the Company or a subsidiary terminates. During such three-month
period, options may be exercised only for the number of shares eligible
to be exercised on the date employment terminates.

(2) The Grant Date Present Value on the date of grant was estimated using
the Black-Scholes options pricing model with the following weighted
average assumptions: no dividend yield; expected volatility of 130%;
risk-free interest rate of 5.28%; expected option life of 7 years; and
a forfeiture rate of 2%.

The following table sets forth certain information concerning the
number of unexercised options and the value of unexercised options at the end of
the fiscal year ended December 31, 2000 held by the executive officers of the
Company named in the Summary Compensation Table. No options were exercised by
such executive officers in fiscal 2000.

AGGREGATED OPTION EXERCISES IN FISCAL 2000
AND DECEMBER 31, 2000 OPTION VALUES

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT DECEMBER 31, 2000 (#) OPTIONS AT DECEMBER 31, 2000 ($)(1)
----------------------------------- ----------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ---------------- ------------- ------------ -------------

Stratton J. Nicolaides 0 100,000 0 25,000
Robert M. Madonna 30,000 20,000 136,250 95,000
Peter J. Quinn 11,250 38,750 46,406 162,969

(1) On December 31, 2000 the fair market value of a share was $8.25.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company had, in prior fiscal years, entered into various
transactions and arrangements with Dominion Group Limited, a Member Company of
Dominion Holdings or a corporation, which previously carried on certain
activities of such entity (collectively, "Dominion"). Dominion was an investment
and merchant-banking firm that had in prior fiscal years provided financial
advisory and investment banking services to the Company. Gwynedd owns
approximately 30.2% of the outstanding Common Stock of the Company. The
shareholders of Dominion are also the shareholders of Gwynedd. See "Security
Ownership of Management and Certain Beneficial Owners."

Mr. Ryan is a partner in the law firm of Salisbury & Ryan. Salisbury &
Ryan provided legal services to the Company in 2000 and will continue to provide
such services during 2001. During fiscal 2000 Salisbury & Ryan charged the
Company legal fees of approximately $270,240.

STOCK PERFORMANCE GRAPH

The following graph shows a comparison of the cumulative total return
for the Company's Common Stock, the Nasdaq Composite Index and the Nasdaq
Telecomm Index assuming an investment of $100 in each on December 29, 1995, the
last trading day before the beginning of the Company's five preceding years,
and, in the case of the Indices, the reinvestment of all dividends.

==================================================================================================================================
SHAREHOLDER VALUE AT YEAR END
==================================================================================================================================
12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00
- --------------------------------------- --------------- --------------- -------------- -------------- -------------- -------------

NUMEREX CORP. $100.00 $59.90 $98.20 $44.20 $194.50 $129.70
- --------------------------------------- --------------- --------------- -------------- -------------- -------------- -------------
NASDAQ US INDEX $100.00 $123.00 $150.70 $212.50 $394.90 $237.60
- --------------------------------------- --------------- --------------- -------------- -------------- -------------- -------------
NASDAQ TELECOMM INDEX $100.00 $102.30 $149.30 $247.00 $438.30 $188.40
======================================= =============== =============== ============== ============== ============== =============

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under Section 16(a) of the Securities Exchange Act of 1934, the
Company's directors and officers and persons who are the beneficial owners of
more than 10% of the Common Stock are required to report their beneficial
ownership of Common Stock and any changes in that ownership to the SEC. Specific
due dates for these reports have been established, and the Company is required
to report any failure to file by these dates during 2000. The Company believes
that all of these filing requirements were satisfied by its directors and
officers and by the beneficial owners of more than 10% of the common stock,
except that Messrs. Madonna and Quinn were late in filing Initial Statements of
Beneficial Ownership on Form 3 upon their election as executive officers, and
Mr. Madonna was late in filing one report relating to one open market purchase.
In making the foregoing statements, the Company has relied on copies of the
reporting forms received by it or the written representations from certain
reporting persons that no Forms 5 (Annual Statements of Changes in Beneficial
Ownership) was required to be filed under the applicable rules of the SEC.

OTHER BUSINESS

The Company does not presently know of any matters that will be
presented for action at the meeting other than those set forth herein. If other
matters properly come before the meeting, proxies submitted on the enclosed form
will be voted by the persons named in the enclosed proxy with respect to such
other matters in accordance with their best judgment.

SHAREHOLDER PROPOSALS

It is presently contemplated that the annual meeting of shareholders
following fiscal 2001 will be held on or about May 3, 2002. Under the current
rules of the SEC and the Company's bylaws, in order for any appropriate
shareholder proposal to be considered for inclusion in the proxy materials of
the Company for the fiscal 2002 annual meeting of shareholders, it must be
received by the Secretary of the Company no later than December 5, 2001.
However, if the date of the fiscal 2002 annual meeting is changed by more than
30 days from the date of the fiscal 2001 annual meeting (May 4), then the
deadline for submission of shareholder proposals is a reasonable time before the
Company begins to print and mail its proxy materials.

In addition, pursuant to the Company's Bylaws, notice of a shareholder
proposal or of a nomination by shareholders of individuals for election to the
Company's Board of Directors must be accompanied by the nominee's written
consent, contain information relating to the business experience and the
background of the nominee and contain certain information with respect to the
nominating shareholder and persons acting in concert with the nominating
shareholder. Shareholders are also advised to review the Company's Bylaws, which
contain additional requirements with respect to shareholder proposals and
director nominations. If a shareholder proposal is received after the notice
date, but the presiding officer of the meeting permits the proposal to be made,
the proxies appointed by the Company may exercise discretionary authority when
voting on such proposals.

ANNUAL REPORT

The Annual Report to Shareholders of the Company (the "Annual Report")
for the fiscal year ended December 31, 2000 accompanies this proxy statement.
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 200, Atlanta, Georgia 30339, Attention: Investor Relations. The Form 10-K
report and Annual Report are 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 THE FISCAL YEAR ENDED DECEMBER 31, 2000
REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, EXCEPT FOR
EXHIBITS TO THE REPORT, BY SENDING A REQUEST THEREFOR TO: 1600 PARKWOOD CIRCLE
SE, SUITE 200, ATLANTA, GEORGIA 30339. OUR SEC FILINGS ARE ALSO AVAILABLE AT THE
SEC'S WEBSITE AT HTTP://WWW.SEC.GOV.

By Order of the Board of Directors

Andrew J. Ryan
Secretary

EXHIBIT A

CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS OF NUMEREX CORP

I. PURPOSE

The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing: the
financial reports and other financial information provided by the Corporation to
any governmental body or the public; the Corporation's systems of internal
controls regarding finance, accounting, legal compliance and ethics that
management and the Board have established; and the Corporation's auditing,
accounting and financial reporting processes generally. Consistent with this
function, the Audit Committee should encourage continuous improvement of, and
should foster adherence to, the corporation's policies, procedures and practices
at all levels. The Audit Committee's primary duties and responsibilities are to:

o Serve as an independent and objective party to monitor the
Corporation's financial reporting process and internal control
system.

o Review and appraise the audit efforts Corporation's
independent accountants and internal auditing department.

o Provide an open avenue of communication among the independent
accountants, financial and senior management, the internal
auditing department, and the Board of Directors.

The Audit Committee will primarily fulfill theses responsibilities by
carrying out the activities enumerated in Section IV of this Charter.

II. COMPOSITION

The Audit Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be independent directors,
and free from any relationship that, in the opinion of the Board, would
interfere with the exercise of his or her independent judgment as a
member of the Committee. All members of the Committee shall have a
working familiarity with basic finance and accountings practices, and
at least one member of the Committee shall have accounting or related
financial management expertise. Committee members may enhance their
familiarity with finance and accounting by participating in educational
programs conducted by the Corporation or an outside consultant.

The members of the Committee shall be appointed by the Board at the
annual organizational meeting of the Board or until their successors shall be
duly elected and

qualified. Unless a Chair is elected by the full Board, the members of the
Committee may designate a Chair by majority vote of the full Committee
membership.

III. MEETINGS

The Committee shall meet at least four times annually, or more
frequently as circumstances dictate. As part of its job to foster open
communication, the Committee should meet at least annually with management, the
director of the internal auditing department and the independent accountants in
separate executive sessions to discuss any matters that the Committee or its
Chair requests. The Committee or its Chair should meet with the independent
accountants and management quarterly to review the Corporations financials
consistent with IV.4 below.

IV. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Audit Committee shall:

Documents/Reports Review

1. Review and update this Charter periodically, as conditions dictate.

2. Review the organization's annual financial statements and any reports
or other financial information submitted to any governmental body, or
the public, including any certification, report, opinion, or review
rendered by the independent accounts.

3. Review the regular internal reports to management prepared by the
internal auditing department and management's response.

4. Review with financial management and the independent accountants the
10Q prior to its filing or prior to the release of earnings. The Chair
of the Committee may represent the entire Committee for purposes of
this review.

Independent Accountants

5. Recommend to the Board of Directors the selection of the independent
accountants, considering independence and effectiveness and approve the
fees and other compensation to be paid to the independent accountants.
On an annual basis, the Committee should review and discuss with the
accountants all significant relationships the accountants have with the
Corporation to determine the accountants' independence.

6. Review the performance of the independent accountants and approve any
proposed discharge of the independent accountants when circumstances
warrant.

7. Periodically consult with the independent accountants out of the
presence of management about internal controls and the fullness and
accuracy of the of the organization's financial statements.

Financial reporting processes

8. In consultation with the independent accounts and the internal
auditors, review the integrity of the organization's financial
reporting processes, both internal and external.

9. Consider the independent accountant's judgments about the quality and
appropriateness of the Corporation's accounting principles as applied
in its financial reporting.

10. Consider and approve, if appropriate, major changes to the
Corporation's auditing and accounting principles and practices as
suggested by the independent accountants, management, or internal
auditing department.

Process Improvement

11. Establish regular and separate systems of reporting to the Audit
Committee by each of management, the independent accountants and
internal auditors regarding any significant judgments made in
management's preparation of the financial statements and the view of
each as to appropriateness of such judgments.

12. Following completion of the annual audit, review separately with each
of management, the independent accounts and internal auditors regarding
any significant difficulties encountered during the course of the
audit, including any restrictions on the scope of work or access to
required information.

13. Review any significant disagreement among management and the
independent accountants or the internal auditing department in
connection with the preparation of the financial statements.

14. Review with the independent accountants, the internal auditing
department and management the extent to which changes or improvements
in financial or accounting practices, as approved by the Audit
Committee, have been implemented.

Ethical and Legal Compliance

15. Establish, review and update periodically a Code of Ethical Conduct and
ensure that management has established a system to enforce this Code.

16. Review management's monitoring of the Corporation's compliance with the
organization's Ethical Code, and ensure that Corporation's financial
system in

place to ensure that Corporation's financial statements, reports and
other financial information disseminated to governmental organizations,
and the public satisfy legal requirements.

17. Review activities, organizational structure, and qualifications of the
internal audit department.

18. Review, the organization's counsel, legal compliance matters including
corporate securities trading policies.

19. Review, with the organization's counsel, any legal matter that could
have a significant impact on the organization's financial statements.

20. Perform any other activities consistent with this Charter, the
Corporation's By-laws and governing law, as the Committee or the Board
deems necessary or appropriate.

NUMEREX CORP.

Proxy for Annual Meeting of Shareholders
May 4, 2001
Solicited on behalf of the Board of Directors

The undersigned hereby constitutes and appoints Andrew J. Ryan and
Peter J. Quinn, and each of them with full power to act alone, as
attorneys-in-fact and proxies of the undersigned, with full power of
substitution for and in the name, place and stead of the undersigned to
appear at the Annual Meeting of Shareholders of Numerex Corp. (the
"Company"), to be held on the 4th day of May, 2001, and at any
postponement or adjournment thereof, and to vote all of the shares of
Common Stock of the Company which the undersigned is entitled to vote,
with all the powers and authority the undersigned would possess if
personally present. The undersigned directs that this proxy be voted as
indicated on the reverse side of this proxy. The proxy agents present
and acting in person or by their substitute (or, if only one is present
and acting, then that one) may exercise all the powers conferred by
this proxy.

(to be Completed and Signed on Reverse Side)

[X] Please mark your votes as in this example.

FOR all nominees WITHHOLD AUTHORITY
listed (except to vote for all directors,
as marked to the check this box.
contrary below). Nominees: George Benson
Matthew J. Flanigan
Allan H. Liu
Stratton J. Nicolaides
John G. Raos
1. The election of Andrew J. Ryan
the nominees
listed at right ____________ _____________
as Directors
of the Company, as more fully described
in the accompanying Proxy Statement.

To withhold authority to vote for any individual nominee or nominees, write the
name of the nominee or nominees on the space provided below.

- -----------------------------------

2. Proposal to approve the Company's 2001 Employee Stock Purchase Plan.

------- --------- ---------
For Against Abstain

3. Proposal to ratify Grant Thornton LLP as the Company's independent
accountants for the fiscal year ending December 31, 2001.

------- --------- ---------
For Against Abstain

4. In their discretion, to transact such other business as may properly come
before this 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
proposals listed in Item 2 and 3. If no directions to the contrary are
indicated, the persons named herein intend to vote FOR the election of the named
nominees for director, FOR the approval of the Company's 2001 Employee Stock
Purchase Plan 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 2000
Annual Report to Shareholders, Notice of the Company's 2001 Annual Meeting of
Shareholders and the Proxy Statement relating thereto.

NAME DATE
------------------------------ ------------------------

Note: Please sign here personally. Signature of the shareholder(s) should
correspond exactly with the name(s) in which the shares are registered. If the
shares are registered in more than one name, each joint owner or fiduciary
should sign personally. Only authorized officers should sign for a corporation.

FORM OF
NUMEREX CORP.
2001 EMPLOYEE STOCK PURCHASE PLAN

1. DEFINITIONS. In this Plan, except where the context otherwise
indicates, the following definitions apply:

1.1. "Account" means a bookkeeping account established and
maintained hereunder by the Administrator and/or the Custodian in the name of
each Participant.

1.2. "Administrator" means such committee(s) or person(s) as
the Board may appoint to administer the Plan. Unless otherwise determined by the
Board, the Company's Chief Financial Officer shall be the Administrator.

1.3. "Affiliate" means a parent or subsidiary corporation of
the Company, as defined in Sections 424(e) and (f) of the Code (but substituting
"the Company" for "employer corporation"), including parents or subsidiaries of
the Company that become such after adoption of the Plan.

1.4. "Board" means the Board of Directors of the Company.

1.5. "Business Day" means any day other than a Saturday,
Sunday or legal holiday in New York, New York, except as otherwise determined by
the Administrator.

1.6. "Code" means the Internal Revenue Code of 1986, as
amended

1.7. "Common Stock" means the class A common stock, no par
value per share, of the Company.

1.8. "Company" means Numerex Corp., a Pennsylvania
Corporation, and any successor thereto.

1.9. "Compensation" means the base salary (consisting of
regular straight time gross earnings, including holiday, vacation and sick pay
and any salary reduction contribution by an Employee to a plan described in
Section 401(k) or Section 125 of the Code that is maintained by the Company or a
Designated Affiliate), commissions, payments for overtime, shift premiums and
shift differentials paid to an Employee by the Company or a Designated Affiliate
in accordance with established payroll procedures. By way of illustration and
not by way of limitation, "Compensation" shall not include relocation assistance
payments, geographical hardship pay, noncash compensation, prizes, awards,
automobile allowances, severance-type payments, deferred compensation, income
realized as a result of participation in any stock option, stock purchase or
similar plan maintained by the Company or a Designated Affiliate, contributions
(other than payroll deduction contributions) by the Company or a Designated
Affiliate to a plan described in Section 401(k) or Section 125 of the Code that

is maintained by the Company or a Designated Affiliate and other special
payments or reimbursements.

1.10. "Custodian" means a custodian, or any successor thereto,
as appointed by the Administrator from time to time with respect to Shares
issued under this Plan.

1.11. "Designated Affiliate" means any Affiliate that has been
designated by the Board or the Administrator as eligible to participate in the
Plan.

1.12. "Employee" means any person who is an employee of the
Company or a Designated Affiliate and whose customary employment by the Company
or a Designated Affiliate is: (a) more than twenty (20) hours per week, and (b)
more than five (5) months in any calendar year. The status of a person as an
Employee shall not be affected by a leave of absence from employment agreed to
in writing by the Company or a Designated Affiliate, as the case may be,
provided that such leave is for a period of not more than ninety (90) days or
reemployment upon the expiration of such leave is guaranteed by contract,
policy, or statute.

1.13. "Enrollment Form" means the form prescribed by the
Administrator, that must be (a) completed and executed by an Employee who elects
to participate in the Plan and (b) filed with the Administrator.

1.14. "Exercise Date" means June 30th and December 31st of
each Plan Year and/or such other date(s) as may be specified by the
Administrator; provided, however, that if any Exercise Date shall not be a
Business Day in any Plan Year, then for purposes of that Plan Year such Exercise
Date shall be the first Business Day following such Exercise Date, except that
if any Exercise Date falling on December 31st shall not be a Business Day, then
such Exercise Date shall be the next Business Day preceding such December 31st.

1.15. "Fair Market Value" means, unless otherwise determined
by the Administrator, an amount equal to the last reported sale price for a
Share in the Nasdaq Stock Market as reported by such source as the Administrator
may select, or, if such price quotations of the Common Stock are not then
reported, then the fair market value of a Share, as determined by the
Administrator, pursuant to a reasonable method adopted in good faith for such
purpose.

1.16. "Notice" means a notice provided by an Employee to the
Administrator (or other designated party) in such form (which may be written,
telephonic, electronic, or other means of communication) as may be specified by
the Administrator (or other designated party).

1.17. "Offering Date" means January 1st and July 1st of each
Plan Year and/or such other date(s) as may be specified by the Administrator;
provided, however, that (a) if any Offering Date shall not be a Business Day in
any Plan Year, then for purposes of that Plan Year such Offering Date shall be
the first Business Day following

such Offering Date, and (b) the first Offering Date shall be July 2, 2001 (or
such later date as may be prescribed by the Administrator).

1.18. "Option" means an option granted pursuant to Section 7
hereof.

1.19. "Option Period" means the period beginning on an
Offering Date and ending on the next succeeding Exercise Date.

1.20. "Option Price" means the purchase price of shares of
Common Stock hereunder as provided in Section 8 hereof.

1.21. "Participant" means any Employee who (a) is eligible to
participate in the Plan under Section 5 hereof and (b) elects with respect to an
Offering Period to participate in this Plan pursuant to Section 5 hereof.

1.22. "Plan" means the Numerex Corp. 2001 Employee Stock
Purchase Plan, as amended from time to time.

1.23. "Plan Year" means the twelve (12) month period beginning
January 1 of each year and ending on the following December 31; provided,
however, that the first Plan Year shall begin on the date the Plan is approved
by the Company's stockholders and end the following December 31.

1.24. "Share" means a share of Common Stock.

2. PURPOSE

The purpose of this Plan is to provide Employees of the Company and its
Designated Affiliates with an opportunity to purchase shares of Common Stock of
the Company and thereby to encourage Employee participation in the ownership and
economic success of the Company. It is the Company's intention that this Plan
qualify as an employee stock purchase plan under Section 423 of the Code and be
construed in a manner consistent with the requirements thereof.

3. ADMINISTRATION OF PLAN

3.1. The Administrator shall administer the Plan. Subject to
the provisions of the Plan, the Administrator shall have plenary authority and
full power to construe and interpret the Plan and any Enrollment Form or Notice,
to prescribe, adopt, amend and rescind rules and regulations not inconsistent
with the Plan or Section 423 of the Code relating to and, in the Administrator's
discretion, deemed desirable and appropriate for, the administration of the
Plan, and to make all other determinations deemed necessary or advisable for the
administration of the Plan. The interpretations, determinations and decisions of
the Administrator in respect to the Plan shall be final, binding and conclusive.
The Administrator shall have the authority to appoint any other person (or
persons) or entity (or entities) to manage the Plan (or specified aspects
thereof) and to delegate to them such authority with respect to the
administration of the Plan as the Administrator, in its sole discretion, deems
advisable from time to time.

3.2. The Custodian shall act as custodian with respect to
Shares issued under the Plan, and shall perform such duties as are set forth in
the Plan and in any agreement between the Company and the Custodian.

4. EFFECTIVE DATE; TERM OF PLAN

4.1. The Plan and any amendment thereto shall become effective
on the date established by the Board.

4.2. Unless sooner terminated pursuant to Section 15 hereof or
Section 21 hereof, the Plan shall terminate on the earlier of the tenth (10th)
anniversary of the date on which the Plan is adopted by the Board or approved by
the Company's stockholders. Upon any termination of the Plan, the amount, if
any, credited to each Participant's Account shall be refunded to each such
Participant or, in cases where such a refund may not be possible, otherwise
disposed of in accordance with policies and procedures prescribed by the
Administrator.

5. ELIGIBILITY

An Employee shall be eligible to participate in the Plan as of the
first Offering Date occurring at least six (6) months after becoming an
Employee. An eligible Employee may become a Participant as of such Offering Date
or as of any subsequent Offering Date by executing and filing an Enrollment Form
with the Administrator at least fifteen (15) days (or such other period as may
be specified by the Administrator) prior to the applicable Offering Date.
Notwithstanding any other provision of this Plan, no Employee may participate in
the Plan if, immediately after an Offering Date, such Employee would be deemed
for purposes of Section 423(b)(3) of the Code to possess five percent (5%) or
more of the total combined voting power or value of all classes of stock of the
Company or any Affiliate.

6. PAYROLL DEDUCTIONS

6.1. Payment by a Participant for Shares to be purchased by
the Participant under the Plan shall be made by authorized payroll deductions
from each payment of Compensation to the Participant on each payday during an
Option Period in an amount not less than one percent (1%) and not more than ten
percent (10%) (or such lesser percentage as may be specified by the
Administrator prior to the Offering Date for the applicable Option Period) of
the Participant's Compensation on each such payday in accordance with the
Enrollment Form executed by the Participant.

6.2. Payroll deductions for each Option Period shall commence
on the first payday following the Offering Date for the applicable Option Period
and shall end on the last payday prior to the Exercise Date for the applicable
Option Period; provided, however, that any payday within five (5) Business Days
(or such other period as may be specified by the Administrator) preceding the
Exercise Date shall be included in the immediately subsequent Option Period and
shall, for purposes of this Plan, be treated as if occurring during such
subsequent Option Period.

6.3. All amounts deducted from a Participant's Compensation
pursuant to this Section 6 shall be credited to such Participant's Account. A
Participant may not have any amounts credited to his or her Account other than
payroll deductions pursuant to the provisions of this Section 6.

6.4. A Participant may not increase the percentage of his or
her payroll deductions hereunder during any Option Period. A Participant may
decrease the percentage of his or her payroll deductions hereunder once during
any Option Period by executing and filing a new Enrollment Form with the
Administrator. Any such decrease in percentage shall be effective as of the
beginning of the next calendar month following the date of such filing if such
filing occurred at least ten (10) Business Days (or such other period as may be
specified by the Administrator) prior to the beginning of such month or, if such
filing did not occur at least ten (10) Business Days (or such other period as
may be specified by the Administrator) prior to the beginning of such month, as
of the beginning of the next succeeding calendar month following the date of
filing by the Participant of such new Enrollment Form.

6.5. A Participant may increase or decrease the percentage of
his or her payroll deductions hereunder for any subsequent Option Period by
executing and filing a new Enrollment Form with the Administrator at least
fifteen (15) days (or such other period as may be specified by the
Administrator) prior to the Offering Date on which such subsequent Option Period
commences.

6.6. By filing Notice with the Administrator, a Participant
may discontinue his or her payroll deductions hereunder during an Option Period
and have the payroll deductions previously made by him or her hereunder during
that Option Period remain in the Participant's Account to purchase Shares on the
Exercise Date for such Option Period, provided that he or she is an Employee as
of that Exercise Date. If a Participant discontinues payroll deductions during
an Option Period pursuant to this Section 6.6, any amount credited to the
Participant's Account after the purchase of Common Stock on the Exercise Date
shall be refunded without interest to the Participant. Any Participant who
discontinues payroll deductions hereunder during an Option Period pursuant to
this Section 6.6 may again become a Participant for a subsequent Option Period
by executing and filing a new Enrollment Form in accordance with Section 5
hereof.

7. GRANT OF OPTION

Subject to the provisions of the Plan, on the Offering Date for each
Option Period, each Participant shall be granted an Option to purchase on the
Exercise Date for such Option Period the largest number of Shares that can be
purchased with the Participant's Account balance. Unless otherwise determined by
the Administrator, Shares purchased shall include fractional Shares calculated
to at least three decimal places. The number of Shares purchased during an
Option Period shall be determined by dividing the Participant's Account balance
as of such Exercise Date by the Option Price per Share.

8. OPTION PRICE

The Option Price per Share purchased by a Participant pursuant to the
exercise of an Option shall be eighty-five percent (85%) (or such greater
percentage as may be specified by the Administrator prior to the Offering Date
for the applicable Option Period) of Fair Market Value on either the Offering
Date or the Exercise Date for the applicable Option Period, whichever is lower,
but in no event shall the Option Price per share be less than the par value per
share of the Common Stock.

9. PURCHASE OF SHARES

Subject to the provisions of the Plan, on the Exercise Date for each
Option Period, the Option granted to each Participant under Section 7 hereof on
the Offering Date for such Option Period shall be exercised automatically and
the largest number of Shares, including fractional Shares (unless otherwise
determined by the Administrator) subject to such Option shall be purchased by
the Participant by charging the Participant's Account with the amount equal to
the product of (a) the Option Price of such Option and (b) the number of Shares
covered by the Option as determined in accordance with Section 7 hereof. If
fractional Shares are not purchased for a Participant's Account, the balance, if
any, credited to a Participant's Account that is not sufficient to purchase a
full Share on an Exercise Date shall be retained in the Participant's Account
for the subsequent Offering Period, subject to earlier withdrawal by the
Participant pursuant to Section 18 hereof.

10. LIMITATIONS ON PURCHASE

Subject to adjustment pursuant to Section 14 hereof, no Participant
shall purchase more than 12,500 Shares with respect to any Option Period.
Notwithstanding any provision of this Plan to the contrary, no Participant shall
be granted an Option under Section 7 hereof that gives the Participant the right
to purchase Shares that will exceed the limitations imposed by Section 423(b)(8)
of the Code (relating to an annual $25,000 per Participant limitation on
purchases of Shares).

11. TRANSFERABILITY OF RIGHTS

During a Participant's lifetime, an Option granted to a Participant
hereunder shall be exercisable only by the Participant. Neither amounts credited
to a Participant's Account nor any rights of a Participant with regard to an
Option may be assigned, alienated, encumbered, transferred, pledged or otherwise
disposed of in any way by the Participant other than by will or the laws of
descent and distribution. Any attempt by a Participant to make any such
prohibited assignment, alienation, encumberment, transfer, pledge or disposition
shall be null and void and without effect, provided that the Administrator may
treat any such attempted assignment, transfer, pledge or disposition as a
withdrawal Notice in accordance with Section 18 hereof.

12. DELIVERY

As promptly as practicable after each Option Period, the Company shall
arrange for the Shares purchased by each Participant on the Exercise Date for
such Option Period to be delivered to the Custodian for crediting to the
Participant's Account.

13. COMMON STOCK SUBJECT TO THE PLAN

13.1. Subject to adjustment as provided in Section 14 hereof,
the maximum number of Shares that may be issued under the Plan shall be 500,000
Shares.

13.2. If an Option shall terminate for any reason without
being exercised under Section 9 hereof, the unissued Shares which had been
subject to such Option shall be available for the grant of additional Options
and for issuance and sale under the Plan.

14. CAPITAL ADJUSTMENTS

In the event of any change or adjustment in the outstanding Shares by
reason of any stock dividend, stock split (or reverse stock split),
recapitalization, reclassification, reorganization, reincorporation, combination
or exchange of shares, merger, consolidation, liquidation or other similar
change in corporate structure or otherwise, the Administrator, in its
discretion, may make or provide for a substitution for, or adjustment in, (a)
the number and class of stock or other securities that may be reserved for
purchase or purchased under the Plan, (b) the number of Shares covered by each
Option that has not yet been exercised, (c) the maximum number of Shares that
may be purchased by a Participant with respect to any Option Period, (d) the
Option Price, and (e) the aggregate number and class of Shares that may be
issued and purchased under the Plan.

15. INSUFFICIENT SHARES

Notwithstanding any provision of this Plan to the contrary, if the
aggregate funds available for the purchase of Shares on any Exercise Date would
cause an issuance of Shares in excess of the number of Shares then available for
issuance and sale under the Plan, then (a) the Administrator shall
proportionately reduce the number of Shares that would otherwise be purchased by
each Participant on such Exercise Date in order to eliminate such excess, and
(b) the Plan shall automatically terminate immediately after such Exercise Date.
In such event, the Company shall give Notice of such reduction to each
Participant affected thereby.

16. CONFIRMATION

Each purchase of Shares under the Plan by a Participant shall be
confirmed by the Company in writing to the Participant.

17. RIGHTS AS STOCKHOLDERS

17.1. Shares purchased by a Participant on any Exercise Date
shall, for all purposes, be deemed to have been issued, sold and transferred to
the Participant as of

the close of business on such Exercise Date. Prior to such time, none of the
rights or privileges of a stockholder of the Company shall exist with respect to
such Shares and the Participant shall have no interest or voting rights in such
Shares.

17.2. As of the close of business on the Exercise Date for the
applicable Option Period, each Participant shall be entitled to vote the number
of Shares credited to his or her Participant Account (including fractional
Shares credited to such Account to the extent permitted by, and subject to such
rules as may prescribed by, the Administrator) on any matter as to which the
approval of the Company's stockholders is sought. If a Participant does not vote
or grant a valid proxy with respect to Shares credited to his or her Account,
such Shares shall be voted by the Custodian in accordance with any stock
exchange or other rules governing the Custodian in the voting of shares held for
customer accounts. Similar procedures shall apply in the case of any consent
solicitation of Company stockholders.

17.3. Cash dividends on any Share credited to a Participant's
Account shall be automatically reinvested in additional Shares, unless otherwise
directed by the Administrator. All cash dividends paid on Shares credited to
Participants' Accounts shall be paid over by the Company to the Custodian at the
dividend payment date. The Custodian shall aggregate all purchases of Shares in
connection with the Plan for a given dividend payment date. Purchases of Shares
for purposes of dividend reinvestment shall be made as promptly as practicable
(but not more than 30 days) after a dividend payment date. The Custodian shall
make such purchases, as directed by the Administrator, either (a) in
transactions on any securities exchange upon which the Shares are traded, or if
the Shares are not so traded, in the over-the-counter market or in negotiated
transactions, or (b) directly from the Company at 100% of the Fair Market Value
of a Share on the dividend reinvestment date. Any Shares distributed as a
dividend or distribution in respect of Shares or in connection with a split of
the Shares shall be credited to the Participants' Accounts. In the event of any
other non-cash dividend or distribution with respect to Shares credited to
Participants' Accounts, the Custodian shall, if reasonably practicable and at
the direction of the Administrator, sell any property received in such dividend
or distribution as promptly as practicable and use the proceeds to purchase
additional Shares in the same manner as cash paid to the Custodian for purposes
of dividend reinvestment.

18. VOLUNTARY WITHDRAWAL

18.1. A Participant may withdraw from participation in the
Plan by filing with the Administrator a withdrawal Notice at least five (5)
Business Days (or such other period as may be specified by the Administrator)
prior to an Exercise Date. Upon withdrawal, (a) the entire amount, if any,
credited to a Participant's Account shall be refunded to the Participant without
interest as soon as practicable after receipt of the Participant's withdrawal
Notice, (b) the Participant's Option for the Option Period during which the
Participant filed a withdrawal Notice automatically shall be terminated, (c) the
Participant shall not purchase any Shares under Section 9 hereof on the Exercise
Date for such Option Period, (d) no further payroll deductions for the purchase
of Shares under the Plan may be made by the Participant during such Option
Period, and (e) the withdrawing

Participant shall cease to be a Participant with respect to subsequent Option
Periods. Any Participant who withdraws from the Plan pursuant to this Section 18
may again become a Participant with respect to subsequent Option Periods in
accordance with Section 5 hereof.

18.2. A Participant may elect to withdraw Shares acquired on
the Exercise Date for such Option Period from his or her Account in certificated
form or, with respect to Shares that have been held at least two (2) years from
the date of grant of the Option pursuant to which the Shares were acquired and
at least one (1) year from the date of exercise of such Option, to transfer such
Shares from his or her Account to an account of the Participant maintained with
a broker-dealer, financial institution or such other person or entity as may be
permitted by the Administrator. If a Participant elects to withdraw Shares, one
or more certificates for whole Shares shall be issued in the name of, and
delivered to, the Participant, with such Participant receiving cash in lieu of
fractional Shares based on the Fair Market Value of a Share on the date of
withdrawal. If Shares are transferred from a Participant's Account to a
broker-dealer, financial institution or other permitted recipient, only whole
Shares shall be transferred and cash in lieu of any fractional Share shall be
paid to such Participant based on the Fair Market Value of a Share on the date
of transfer. A Participant seeking to withdraw or transfer Shares shall provide
instructions to the Custodian in such manner and form as may be prescribed by
the Administrator and the Custodian, which instructions shall be acted upon as
promptly as practicable. Withdrawals and transfers shall be subject to any fees
imposed in accordance with Section 30 hereof.

18.3. Upon termination of employment of a Participant for any
reason, Shares credited to the Participant's Account shall be withdrawn or
transferred as elected by the Participant or, in the absence of such election,
as determined by the Administrator.

19. TERMINATION OF ELIGIBILITY

If a Participant ceases to be an Employee for any reason then, as of
the date such Participant ceases to be an Employee, (a) the entire amount, if
any, credited to the Participant's Account, shall as soon as practicable, be
refunded without interest to the Participant or, in the event of the
Participant's death, to the beneficiary designated by the Participant pursuant
to Section 26 hereof, (b) the Participant's Option for the Option Period during
which the Participant ceases to be eligible automatically shall terminate, (c)
the Participant shall not purchase any Shares under Section 9 hereof on the
Exercise Date for such Option Period, and (d) no further payroll deductions for
the purchase of Shares under the Plan may be made by the Participant during such
Option Period.

20. NOTICES

Any Notice that a Participant provides pursuant to the Plan shall be
made in such form and manner as prescribed by the Administrator (or other
designated person) and any such Notice or other communications by a Participant
to the Administrator (or other designated person) under or in connection with
the Plan shall be effective when received by the Administrator or by the person
designated by the Administrator for receipt thereof.

21. TERMINATION OR AMENDMENT OF PLAN

21.1. The Board may amend or terminate this Plan in any
respect at any time; provided, however, that, after this Plan has been approved
by the stockholders of the Company, no amendment or termination of the Plan
shall be made by the Board without approval of (a) the Company's stockholders to
the extent stockholder approval is required by applicable law or regulations or
the requirements of the principal securities exchange or interdealer quotation
system upon which the Common Stock then is listed or quoted, if any, and (b)
each affected Participant if such amendment or termination would adversely
affect his or her rights or obligations under any Option granted prior to the
date of such amendment or termination. No Options may be granted, no Shares may
be issued and no payroll deductions may be made under the Plan after any
termination of the Plan. In the event of the termination of the Plan during an
Option Period, the entire amount, if any, in the Participant's Account shall as
soon as practicable be refunded without interest to the Participant or, in the
event of the Participant's death, to the beneficiary designated by the
Participant pursuant to Section 26 hereof.

21.2. Notwithstanding Section 21.1 hereof, the Administrator
shall have the power to change the duration and/or frequency of Option Periods
with respect to future offerings without stockholder or Participant approval.
Any such change shall be communicated to Participants prior to the scheduled
beginning of the first Option Period to be so affected.

22. USE OF FUNDS

All funds received by the Company in connection with this Plan may be
used by the Company for any corporate purpose, and the Company shall be under no
obligation to segregate such funds.

23. LEGAL RESTRICTIONS

23.1. Notwithstanding any other provision of the Plan, the
Company shall not be obligated to issue or sell Shares under the Plan (a) unless
the approval of all regulatory bodies deemed necessary by the Administrator have
been obtained and unless the issuance, sale and delivery of such Shares pursuant
to the Plan shall comply, to the Administrator's complete satisfaction, with all
provisions of federal, state or local law deemed applicable by the Administrator
and all rules and regulations thereunder, and the requirements of any securities
exchange upon which the Common Stock may then be listed or interdealer quotation
system upon which the Common Stock is then quoted, or (b) if the Administrator
determines that the issuance, sale or delivery of such Shares pursuant hereto
would violate any applicable law or regulation.

23.2. The Administrator may require any person acquiring
Shares pursuant to the Plan hereunder to represent to, and agree with, the
Company in writing that such person is acquiring the Shares without a view to
distribution thereof. The certificates for such Shares may include any legend
that the Administrator deems appropriate to reflect any restrictions on
transfer. All certificates for Shares issued

pursuant to this Plan shall be subject to such stock transfer orders and other
restrictions as the Administrator may deem advisable under the rules,
regulations and other requirements of the Securities and Exchange Commission,
any stock exchange upon which the Common Stock is then listed or interdealer
quotation system upon which the Common Stock is then quoted, and any applicable
federal or state securities laws. The Administrator may place a legend or
legends on any such certificates to make appropriate reference to such
restrictions.

24. GOVERNING LAW

The Plan and all rights and obligations thereunder shall be governed,
construed, administered and enforced in accordance with the laws of the State of
Pennsylvania.

25. NOTICE OF DISPOSITION OF SHARES

Each Participant shall agree in such form as may be prescribed by the
Administrator to promptly provide Notice to the Administrator of any disposition
of Shares purchased under the Plan that occurs either within two (2) years after
the date of grant of the Option pursuant to which such Shares were purchased or
within one (1) year of the date of exercise of such Option.

26. DESIGNATION OF BENEFICIARY

A Participant may file with the Administrator a written designation of
beneficiary who is to receive Shares or cash in the case of the Participant's
death. Such designation of beneficiary may be changed by the Participant in
writing at any time. In the event of the absence of a beneficiary validly
designated under the Plan who is living at the time of the Participant's death,
the Participant's beneficiary for purposes of the Plan shall be the
Participant's surviving spouse or, if the Participant is not survived by a
spouse, the executor or administrator of the Participant's estate.

27. INDEMNIFICATION OF ADMINISTRATOR

In addition to such other rights of indemnification as they may have as
members of the Board or as the Administrator, each person serving as the
Administrator (either alone or with one or more other persons) shall be
indemnified by the Company against the reasonable expenses, including attorneys'
fees, actually and reasonably incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal therein, to which
such person may be a party by reason of any action taken or failure to act under
or in connection with the Plan or any Option and against all amounts reasonably
paid by such person in settlement thereof or paid by such person in satisfaction
of a judgment in any such action, suit or proceeding, if such person acted in
good faith and in a manner which such person believed to be in, and not opposed
to, the best interests of the Company.

28. REPORTS

Individual accounts shall be maintained for all Participants. A
statement of account shall be provided to each Participant as soon as possible
following each Exercise Date, which statement shall set forth the amounts
credited to the Participant's Account, the Option Price per share for Shares
purchased by the Participant on such Exercise Date, the number of Shares
purchased on such Exercise Date and the remaining balance, if any, credited to
the Participant's Account.

29. WITHHOLDING

The Company or any Designated Affiliate shall be authorized to withhold
from any payment to be made to a Participant, including any payroll or other
payments not related to the Plan, amounts of withholding and other taxes due in
connection with any transaction under the Plan, including any disposition of
Shares acquired under the Plan. A Participant's enrollment in the Plan by
executing an Enrollment Form shall be deemed to constitute his or her consent to
such withholding. At the time of a Participant's exercise of an Option or the
disposition of Shares acquired under the Plan, the Company may require the
Participant to make other arrangements to satisfy tax withholding obligations as
a condition to exercise of rights or the issuance or payment of Shares or other
amounts credited to the Participant's Account.

30. COSTS

Costs and expenses incurred in the administration of the Plan and
maintenance of Accounts shall be paid by the Company, including annual fees of
the Custodian, provided that brokerage fees and commissions for the purchase of
Shares upon reinvestment of dividends and in connection with distributions shall
be charged to Participants' Accounts to the extent not paid by the Company. The
Custodian may impose or charge to Participants' Accounts a reasonable fee for
the withdrawal of Shares in the form of stock certificates, and reasonable fees
for other services unrelated to the purchase of Shares under the Plan, to the
extent approved in writing by the Company and communicated to Participants. In
no event shall the Company pay any brokerage fees and commissions for the sale
of Shares acquired under the Plan by a Participant.

31. MISCELLANEOUS

31.1. The establishment of the Plan shall not confer upon any
Employee any legal or equitable right against the Company, any Affiliate or the
Administrator, except as expressly provided in the Plan.

31.2. Participation in this Plan shall not give an Employee
any right to be retained in the service of the Company or any Affiliate.

31.3. Neither the adoption of the Plan nor its submission, to
or approval by, the stockholders of the Company shall be taken to impose any
limitations on the powers of the Company or its Affiliates to issue, grant, or
assume options otherwise than

under this Plan, or to adopt other stock option plans, stock purchase plans, or
other plans, or to impose any requirement of stockholder approval upon the same.

31.4. No interest shall accrue on any amounts credited to
Participants' Account under the Plan.