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Teaming Agreement

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Sectors: Telecommunications
Effective Date: January 08, 1998
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THIS AGREEMENT made this 8th day of January, 1998

BETWEEN: Numerex Corp. (the "Company"), a Pennsylvania corporation, having its
principal place of business at 100 Four Falls Corporate Center, Suite
407, Route 23 and Woodmont Road, West Conshohocken, PA 19428-2961

AND: TELEMONITOREO S.A., an Argentine Company, having its principal place of
business at Sarmiento 385, Floor 5, Suite 80, Buenos Aires (1041),

WHEREAS the parties hereto have signed a letter of intent (the "Letter of Intent") whereby the Company has agreed to sell and Telemonitoreo has agreed to buy certain Derived Channel networking equipment (the "Equipment") for deployment in Argentina.

WHEREAS in the Letter of Intent, the parties have agreed to move forward with the preparation and execution of a definitive teaming agreement.

NOW THEREFORE, WITNESSETH that, in consideration of the premises and the terms, conditions and mutual covenants and agreements contained herein, and for other good and valuable consideration the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:


1.1 The following terms used in this Agreement shall have the definitions
assigned to them hereunder, unless the subject matter or context of this
Agreement otherwise requires.

1.1.1 "Agreement" shall mean this teaming agreement.

1.1.2 "Derived Channel Connection" shall mean each port used in the
scanner comprised in the Equipment provided by the Company and
used by a Derived Channel Service provider.

1.1.3 "Derived Channel Network" shall mean the message switches,
scanners and other related equipment including software, used to
provide alarm and other data over voice transport services,
exclusive of subscriber terminal units ("STUs").

1.1.4 "Equipment" shall mean message switches, scanners and other
related equipment, used to provide alarm and other data over
voice services, exclusive of STUs, which form the Derived
Channel Network.

1.1.5 "Intellectual Property" the computer programs, documentation,
the object code and the source code for the computer programs,
the visual expressions, screen formats, report formats and other
design features of the computer programs, all ideas, methods,
algorithms, formulae and concepts used in developing and/or
incorporated into the computer programs or documentation and all
future modifications of the computer programs or documentation
made by the Company and provided to or used by or for
Telemonitoreo under this Agreement, and all copies of the
foregoing provided to or used by or for Telemonitoreo under this

1.1.6 "STU" shall mean subscriber terminal unit, to be supplied by the
Company or a licensed representative or an authorized dealer.

1.1.7 "Distribution Agreement" shall mean the Distribution Agreement
between The Company and Telemonitoreo S.A. dated March 11, 1997.


2.1 The Company has full legal right and authority to enter into this

2.2 The Company hereby agrees to sell to Telemonitoreo the Equipment
listed in Appendix 2.1 hereto.

2.3 The Company hereby grants to Telemonitoreo an exclusive,
non-transferable, paid up license to use the programs and the software
(in object-code only) installed or comprised in the Equipment to be
deployed in Argentina, which such license shall terminate at such time
as the Company ceases to receive payments pursuant to Section 5
hereof, or upon termination of this Agreement pursuant to Section 12

2.4 The Company agrees to provide advice on matters related to sales and
marketing activities.

2.5 The Company shall provide, with regard to the Equipment, the warranty
in the form set forth in the Distribution Agreement.

2.6 The Company warrants that it is the rightful owner of the Equipment
with the right to license the software and warrants that the Equipment
is free and clear from any liens and encumbrances.


2.7 The Company agrees to provide software maintenance free of charge and
hardware maintenance at a rate equal to fifty (50%) percent of its
standard list pricing.

2.8 The Company agrees to sell to Telemonitoreo STUs pursuant to the terms
and conditions set forth in the Distribution Agreement.


3.1 Telemonitoreo has the full legal right and authority to enter into
this Agreement

3.2 Telemonitoreo represents that it has the exclusive contractual right
to provide Derived Channel Network services in Argentina on behalf of
Telecom S.A. and Telefonica de Argentina S.A. and to directly receive
monthly payments from each Derived Channel Connection in an amount in
excess of US$ * per month.

3.3 Telemonitoreo will be solely responsible for the installation,
maintenance and customer service and support for the Derived Channel

3.4 It shall be the obligation of Telemonitoreo to provide sales and
marketing support in connection with the Derived Channel Network.
Telemonitoreo will be the primary supplier of support to TELECOM
and/or Telefonica, and DCX will be the second line of support to
TELECOM and/or Telefonica.

3.5 Telemonitoreo agrees that all STUs used in the Derived Channel Network
shall be purchased solely from the Company, its affiliates or
authorized distributors.

3.6 Telemonitoreo shall be responsible, at its cost and expense, for
complying with all applicable laws and regulations in connection with
the Agreement and the Derived Channel Network, including laws and
regulations pertaining to (a) exports or imports of software and
related property, (b) use or remote use of software and related
property, or (c) registration of this Agreement. Telemonitoreo will
defend, indemnify and hold harmless the Company (and its affiliates,
and the respective directors, officers, employees and agents of the
Company and its affiliates) from and against all actions, claims,
damages or liabilities arising directly out of any violation by
Telemonitoreo of any such laws or regulations. Telemonitoreo will have
the sole right to control the defense thereof, but the Company will
have the right to participate therein at its own cost and expense.

- ---------- * Confidential information which has been omitted pursuant to Rule 24b-2
under the Securities Exchange Act of 1934 and filed separately with the


3.7 The fees and other amounts payable by Telemonitoreo to the Company
under this Agreement do not include any duties, charges or taxes of
any jurisdiction that may be assessed or imposed including export and
import duties and sales, use, excise, value added and personal
property taxes, excluding only taxes based upon the Company's net
income. Telemonitoreo will be responsible for and directly pay any
such duties, charges and taxes (exclusive of those associated with
Section 5 hereof), and Telemonitoreo will promptly reimburse the
Company for any such taxes payable or collectable by the Company.


4.1 Telemonitoreo shall place an initial order (the "Initial Order") for
not less than $1 Million of Equipment, not later than October 17,

4.2 The Company agrees to ship Equipment in connection with the Initial
Order, on or before October 31, 1997.

4.3 Telemonitoreo agrees to pay for the Equipment shipped pursuant to the
Initial Order within 30 days of the earlier occurrence of the
attainment of 360 subscribers or April 30, 1998.

4.4 After receipt of payment in connection with the Initial Order the
Company shall provide $1 Million (or such higher amount equal to the
Initial Order) of additional Equipment, at no additional charge.

4.5 In connection with all subsequent orders (the "Subsequent Orders") of
Equipment, Telemonitoreo shall pay, within thirty (30) days of
receipt, 50% of the standard list price, which shall be deemed payment
in full for Equipment subject to the Subsequent Orders.

4.6 The Company may, at its cost and expense and by giving at least three
(3) business days' prior written notice to Te
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