ESCROW AGREEMENT



      THIS ESCROW AGREEMENT (this "Agreement"), dated as of the 19 day of June

2007 by and among Kenneth Manser ("Mr. Manser"), Rye 68, LLC a Delaware limited

liability company ("Rye 68") and Alan Catherall ("Escrow Agent"). Capitalized

terms used but undefined herein shall have the meanings set forth in the Note

and Pledge (as defined herein).



      WHEREAS, Mr. Manser and Rye 68 are parties to that certain Stock Purchase

Agreement dated on or about the date hereof (the "Stock Purchase Agreement"), a

copy of which is attached hereto, providing for the sale by Mr. Manser to Rye 68

of 500,000 shares of Class A Common Stock of Numerex Corp.



      WHEREAS, pursuant to the Stock Purchase Agreement, Rye 68 is required to

deposit 250,000 shares of Numerex Corp. Class A Common Stock (together with any

Additional Shares, the "Numerex Stock") as security for payment of the balance

of the purchase price for the Purchased Shares (as defined in the Stock Purchase

Agreement);



      WHEREAS, the Numerex Stock is to be delivered to the Escrow Agent to be

held and released by the Escrow Agent in accordance with the terms and

conditions of this Agreement; and



      WHEREAS, the Escrow Agent is willing to serve as escrow agent pursuant to

the terms and conditions of this Agreement.



      NOW THEREFORE, the parties agree as follows:



{PAGE}



                    ARTICLE I: DELIVERIES TO THE ESCROW AGENT



1.1 Delivery of Numerex Stock to Escrow Agent. On the date hereof, Rye 68 shall

deliver to the Escrow Agent for Mr. Manser certificates representing the Numerex

Stock together with stock powers or other instruments of transfer with

appropriate signature guarantees relating thereto, executed in blank. In

addition, after the date hereof, Rye 68 shall deliver to the Escrow Agent for

Mr. Manser certificates representing any Additional Shares together with stock

powers or other instruments of transfer with appropriate signature guarantees

relating thereto, executed in blank.



1.2 Intention to Create Escrow Over Numerex Stock. Mr. Manser and Rye 68 intend

that the Numerex Stock be held in escrow by the Escrow Agent for Mr. Manser

pursuant to this Agreement as set forth herein.



1.3 Escrow Agent to Deliver Numerex Stock. The Escrow Agent shall hold and

release the Numerex Stock only in accordance with the terms and conditions of

this Agreement.



1.4 Voting Rights and Distributions. The Numerex Stock held by the Escrow Agent

shall remain registered in the name of Rye 68 and Rye 68 shall be entitled to

vote the Numerex Stock. As long as any shares of Numerex Stock continue to be

held by the Escrow Agent pursuant to this Agreement, Rye 68 shall deposit with

the Escrow Agent, to be held pursuant to the terms hereof, any additional shares

that Rye 68 may be entitled to receive in respect of such escrowed Numerex Stock

by way of conversion, stock dividend, stock split, reclassification,

recapitalization or corporate reorganization. The term "Numerex Stock," as used

in this Agreement, shall include any additional securities delivered to the

Escrow Agent pursuant to the preceding sentence of this Section 1.4.



1.5 Stock Pledge. The parties acknowledge and agree that the Numerex Stock held

by the Escrow Agent represents shares pledged pursuant to a Promissory Note and

Stock Pledge Agreement executed by Rye 68 in favor of Mr. Manser of even date

herewith (the "Note and Pledge").



                      ARTICLE II: RELEASE OF NUMEREX STOCK



2.1   Release of Escrow. The Escrow Agent shall release the Numerex Stock as

      follows:



            (a) Upon receipt by the Escrow Agent of joint written instructions

      ("Joint Instructions") signed by Mr. Manser and Rye 68, Escrow Agent shall

      deliver the Numerex Stock in accordance with the Joint Instructions.



            Upon receipt by the Escrow Agent of written instructor from Rye 68

      to release Numerex Stock to Rye 68 whereby Rye 68 confirms to Escrow Agent

      and Mr. Manser that (x) the released Numerex Stock will be sold pursuant

      to Rule 144 and/or applicable registration requirements and (y) that the

      proceeds of such sale will be applied to prepay or to pay the principal of

      and accrued but unpaid interest on the Note and Pledge in part or in

      whole, as applicable.

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