LINE OF CREDIT AGREEMENT



         This Line of Credit Agreement (this "Agreement") is dated as of March

28, 2003 by and between Digilog, Inc., a Pennsylvania corporation ("Debtor")

and Alethea Limited Partnership, a Delaware limited partnership ("Lender").



         WHEREAS, the Debtor seeks to establish a line of credit with the

Lender, and the Lender desires to extend funds to the Debtor through a line of

credit, on the terms and conditions set forth herein.



         NOW, THEREFORE, in consideration of the premises and other good and

valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto agree as follows.



         Section 1.        The Line of Credit and the Note.



                  A.       Subject to the terms and conditions of this

Agreement, the Lender hereby offers, and the Debtor hereby accepts, a line of

credit for the Debtor (the "Line of Credit"), pursuant to which the Debtor may

borrow up to an aggregate of One Million Dollars ($1,000,000) (the "Credit

Limit") during the Term thereof (as defined below). Advances under the Line of

Credit shall be made by the Lender in accordance with the terms set forth in

this Agreement, and the repayment obligations incurred by such advances shall be

represented by the term promissory note, dated as of the date hereof, issued by

the Debtor to the Lender in the form of Exhibit A hereto in the original

principal amount of up to One Million Dollars ($1,000,000) (the "Note").



                  B.       Advances and Repayments.

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



                           (i)      ADVANCES. At any time commencing on the date

hereof and throughout the Term (as defined in Section 1(C) below), the Debtor

may request advances to be made to it under the Line of Credit by sending

written notice to the Lender at its address appearing in the "Notices" section

hereof, indicating the total amount of funds sought in such advance (each such

request, a "Draw"). The minimum amount in any Draw requested by the Debtor shall

be at least One Hundred Thousand Dollars ($100,000). Within three Business Days

of its receipt of such notice from the Debtor, the Lender shall advance to the

Debtor an amount equal to the requested Draw. Simultaneously with advancing such

funds to the Debtor, the Lender shall have the right to notate on the SCHEDULE A

attached to the Note, the amount of money advanced by it pursuant to such Draw,

together with the sum total of all advances made by the Lender under the Line of

Credit through such date. In the absence of manifest error, the Schedule

attached to the Note shall be deemed a conclusive accounting of the sums

advanced to the Debtor.



{PAGE}



                                    (a)      For purposes of this Agreement, a

"Business Day" shall mean any day on which commercial banks located in Florida

are required or permitted by law to be open for the purpose of conducting

commercial banking business.



                           (ii)     Repayments. The Debtor shall have the right

at any time during the Term to repay any or all of the principal amounts

outstanding under the Line of Credit, provided that the minimum amount of any

repayment shall be at least One Hundred Thousand Dollars ($100,000) and that

such repayment is accompanied by all accrued and unpaid interest thereon and

other amounts (if any) incurred in connection therewith through the date of

repayment. There shall be no penalty or premium assessed with respect to any

repayment of principal prior to the Maturity Date (as defined below). The Debtor

shall give notice of any repayment to the Lender at least three Business Days in

advance of such repayment, indicating therein the total amount being repaid and

the anticipated repayment date. On such repayment date, the Debtor shall repay

to the account of the Lender the total amount being repaid. Upon its receipt of

a repayment, the Lender shall have the right to notate on the Schedule A

attached to the Note, the amount of money so repaid, together with the sum total

of all repayments made through such date. In the absence of manifest error, the

Schedule attached to the Note shall be deemed a conclusive accounting of the

sums repaid by the Debtor.



                  C.       The Term. The Debtor may request Draws under the Line

of Credit, in amounts up to the Credit Limit, at any time and from time to time

after the date hereof and through the first anniversary of the date hereof (the

"Maturity Date", and the period extending from date hereof through the Maturity

Date, the "Term" of the Line of Credit). Unless earlier accelerated in

accordance with Section 4(A)(i) hereof, on the Maturity Date, all outstanding

advances made hereunder, together with all interest accrued thereon and all

other amounts (if any) incurred in connection therewith, shall be due and

payable in full to the Lender.



                  D.       The Guarantee. The prompt payment and performance of

all of the obligations of the Debtor under the Line of Credit and the Note shall

be guaranteed by Numerex Corp., a Pennsylvania corporation and the parent

corporation of the Debtor ("Numerex") pursuant to the terms of a Guarantee in

the form of Exhibit B hereto (the "Guarantee"), to be executed and delivered

simultaneously herewith.



                  E.       Security for the Obligations. Simultaneously with the

execution and delivery hereof, the Debtor and Numerex shall execute and deliver

to the Lender a security and pledge agreement in the form of Exhibit C hereto

(the "Security and Pledge Agreement"). Pursuant to the Security and Pledge

Agreement, the Debtor and Numerex shall provide the collateral described therein

as security for the obligations to the Lender under the Line of Credit and the

Note.



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

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