SECURED PROMISSORY NOTE



US $5,000,000

                                                           Atlanta, Georgia

                                                           As of March 28, 2003



         For value received, the undersigned, NUMEREX CORP., a Pennsylvania

limited liability corporation with an office located at 1600 Parkwood Circle,

Atlanta, Georgia 30339 ("NUMEREX") promises to pay to the order of BELLSOUTH

PERSONAL COMMUNICATIONS LLC, a Georgia limited liability company, at its office

located at 5565 Glenridge Connector, Atlanta, Georgia 30342 and its successors

and assigns (the "HOLDER"), the principal sum of Five Million United States

Dollars (US $5,000,000), together with interest on so much of the principal

balance of the Note as may be outstanding and unpaid from time to time,

calculated on the basis of a 360-day year and actual days elapsed at a rate of

8.00% per annum.



         Payments of principal and interest shall be due under this Note as

follows: (i) on December 15, 2003, Numerex shall pay one million five hundred

thousand dollars ($1,500,000) of the principal amount hereof, plus all interest

accrued thereon through such date; (ii) on March 31, 2004, Numerex shall pay two

million dollars ($2,000,000) of the principal amount hereof, plus all interest

accrued thereon through such date; and (iii) on December 15, 2004, Numerex shall

pay the remaining principal balance of one million five hundred thousand dollars

($1,500,000), plus all interest accrued thereon through such date (each of the

foregoing, an "INSTALLMENT PAYMENT").



         This Note is subject to all of the terms set forth in Sections 3.B and

3.C of that certain Stock Purchase Agreement of even date herewith, between

Numerex and the Holder (the "STOCK PURCHASE AGREEMENT"), and all such terms

shall be deemed incorporated into this Note as if set forth in full herein,

including, without limitation, any and all representations and warranties made

by Numerex. Capitalized terms utilized herein and not otherwise defined shall

have the meaning ascribed thereto in the Stock Purchase Agreement.



         The principal balance of this Note, together with all accrued interest

thereon and all other amounts owed hereunder may be prepaid by Numerex, at any

time, without premium or penalty. Such prepayment shall be made in minimum

increments of One Hundred Thousand Dollars ($100,000), provided that (1) Numerex

provides at least three (3) days' prior written notice to Cingular of such

prepayment, and (2) such prepayment is accompanied by all accrued and unpaid

interest on the total principal amount of the Note so prepaid through the date

of prepayment. Any amounts so prepaid shall be credited against the next

Installment Payment due hereunder.



<PAGE>



         To the extent that Numerex completes any Individual Permitted Sale or

Permitted Sale (as such terms are defined in the Security Agreement) during the

term of this Note, Numerex shall be obligated to apply 100% of the net cash

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