Exhibit 10.1 2006


    


      Exhibit
        10.1

                              FORM
        OF

      2006
        LONG TERM INCENTIVE PLAN

      NONQUALIFIED
        STOCK OPTION - CONSULTANTS

       

      Name:
        ___________________________________________ 

      No.
        of
        Option Shares: ______________________________

      Option
        Exercise Price per Share: $ _____________________

      Date
        of
        Grant: _____________________________________

      Scheduled
        Termination Date:__________________________

       

      You
        are
        hereby granted an option, effective as of the date hereof (the “Date of Grant”),
        to purchase • shares of Class A Common Stock (the “Common Stock”), no par value,
        of Numerex Corp. (the “Company”) at a price of $ • per share pursuant to the
        Company’s 2006 Long-Term Incentive Plan (as amended from time to time, the
“Plan”).

       

      This
        Option is intended to be a Nonqualified Stock Option and is not intended
        to
        qualify as an Incentive Stock Option as defined in Section 422 of the Internal
        Revenue Code of 1986, as amended and the regulations thereunder (the
        "Code").

      


      Your
        option may first be exercised on and after • months from the Date of Grant, but
        not before that time. On and after • months and prior to • months from the Date
        of Grant, your option may be exercised for up to • % of the total number of
        shares subject to the option minus the number of shares previously purchased
        by
        exercise of the option (as adjusted for any change in the outstanding shares
        of
        the Common Stock of the Company by reason of a stock dividend, stock split,
        combination of shares, recapitalization, merger, consolidation, transfer
        of
        assets, reorganization, conversion or what the Administrator deems in its
        sole
        discretion to be similar circumstances). Each succeeding year thereafter,
        your
        option may be exercised for up to an additional • % of the total number of
        shares subject to the option minus the number of shares previously purchased
        by
        exercise of the option (as adjusted for any change in the outstanding shares
        of
        the Common Stock of the Company by reason of a stock dividend, stock split,
        combination of shares, recapitalization, merger, consolidation, transfer
        of
        assets, reorganization, conversion or what the Administrator deems in its
        sole
        discretion to be similar circumstances). Thus, this option is fully exercisable
        on and after • years after the date of grant, except if terminated earlier as
        provided herein. No fractional shares shall be issued or delivered. This
        option
        shall terminate and is not exercisable after ten years from the date of its
        grant (the “Scheduled Termination Date”), except if terminated earlier as
        hereafter provided.

       

      In
        the
        event of a “change of control” (as hereafter defined) of the Company, your
        option may, from and after the date of the change of control, and
        notwithstanding the foregoing paragraph, be exercised for up to 100% of the
        total number of shares then subject to the option minus the number of shares
        previously purchased upon exercise of the option (as adjusted for stock
        dividends, stock splits, combinations of shares and what the Administrator
        deems
        in its sole discretion to be similar circumstances). A “change of control” means
        a change of control of the Company of a nature that would be required to
        be
        reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in
        response to any similar item on any similar schedule or form) promulgated
        under
        the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or
        not the Company is then subject to such reporting requirement; provided,
        however, that without limitation, a Change of Control shall be deemed to
        have
        occurred if:

       

      1.  after
        the
        date hereof, any person, excluding employee benefit plans of the Company,
        becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the
        Exchange Act), directly or indirectly, of securities of the Company representing
        twenty percent (20%) or more of the combined voting power of the Company’s then
        outstanding securities, provided, however, that such an acquisition of
        beneficial ownership representing between twenty percent (20%) and forty
        percent
        (40%), inclusive, of such voting power shall not be considered a change of
        control if the Board approves such acquisition either prior to or immediately
        after its occurrence;

       

      2.  the
        Company consummates a merger, consolidation, share exchange, or other
        reorganization or transaction of the Company (a “Fundamental Transaction”) with
        any other corporation, other than a Fundamental Transaction that results
        in the
        voting securities of the Company outstanding immediately prior thereto
        continuing to represent (either by remaining outstanding or by being converted
        into voting securities of the surviving entity) at least fifty-one percent
        (51%)
        of the combined voting power immediately after such Fundamental Transaction
        of
        (x) the Company’s outstanding securities or (y) the surviving entity’s
        outstanding securities;

       

      3.  the
        shareholders of the Company approve a plan of complete liquidation or winding-up
        of the Company or an agreement for the sale or disposition (in one transaction
        or a series of transactions) of all or substantially all of the Company’s
        assets; or

       

      4.  as
        a
        result of a proxy contest, individuals who prior to the conclusion thereof
        constituted the Board (including for this purpose any new director whose
        election or nomination for election by the Company’s shareholders in connection
        with such proxy contest was approved by a vote of at least two-thirds (2/3)
        of
        the directors then still in office who were directors prior to such proxy
        contest) cease to constitute at least a majority of the Board (excluding
        any
        Board seat that is vacant or otherwise unoccupied). 

       

      Notwithstanding
        anything to the contrary herein, a divestiture or spin-off of a Company
        subsidiary corporation shall not by itself constitute a “change of
        control.”

       

      You
        may
        exercise your option by giving written notice to the Secretary of the Company
        on
        forms supplied by the Company at its then principal executive office,
        accompanied by payment of the option price for the total number of shares
        you
        specify that you wish to purchase. The payment may be in any of the following
        forms: (a) cash, which may be evidenced by a check; (b) (unless
        prohibited by the Administrator) certificates representing shares of Common
        Stock of the Company, which will be valued by the Secretary of the Company
        at
        the fair market value per share of the Company’s Common Stock (as determined in
        accordance with the Plan) on the date of delivery of such certificates to
        the
        Company, accompanied by an assignment of the stock to the Company;
        (c) (unless prohibited by the Administrator) any combination of cash and
        Common Stock of the Company valued as provided in clause (b); or
        (d) delivery to the Company of a properly executed exercise notice and
        irrevocable instructions to a registered securities broker promptly to deliver
        to the Company cash equal to the option price for that portion of the option
        being exercised. Any assignment of stock shall be in a form and substance
        satisfactory to the Secretary of the Company, including guarantees of
        signature(s) and payment of all transfer taxes if the Secretary deems such
        guarantees necessary or desirable.

       

      If
        you
        cease to be an consultant or independent contractor of the Company for any
        reason, your option will, to the extent not previously exercised by you,
        terminate three months after the date on which your Service to the Company
        or a
        Company subsidiary corporation is terminated (whether such termination is
        voluntary or involuntary) other than by reason of disability as defined in
        Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”),
        and the regulations thereunder, or death. After the date your Service terminates
        or is terminated, as aforesaid, you may exercise this option only for the
        number
        of shares that you had a right to purchase and did not purchase on the date
        your
        Service terminated. If you are providing services to a Company subsidiary
        corporation, your Service shall be deemed to have terminated on the date
        such
        entity ceases to be a Company subsidiary corporation, unless you are on that
        date transferred to the Company or another Company subsidiary corporation.
        Your
        Service shall not be deemed to have terminated if you are transferred from
        the
        Company to a Company subsidiary corporation, or vice versa, or from one Company
        subsidiary corporation to another Company subsidiary corporation, or if the
        capacity in which you provide Service changes, provided that the Service
        is
        continuous notwithstanding such change. “Service” shall mean the period during
        which you have a provide business services to the Company or one of its
        subsidiaries.

       

      Upon
        your
        death during your Service to the Company or a Company subsidiary corporation,
        your executor or administrator, as the case may be, may, at anytime within
        one
        year after the date of your death (but in no event later than the Scheduled
        Termination Date), exercise the option as to any shares which you had a right
        to
        purchase and did not purchase during your lifetime. If your Service to the
        Company or a Company parent or subsidiary corporation is terminated by reason
        of
        your becoming disabled (within the meaning of Section 22(e)(3) of the Code
        and the regulations thereunder), you or your legal guardian or custodian
        may at
        any time within one year after the date of such termination (but in no event
        later than the Scheduled Termination Date), exercise the option as to any
        shares
        which you had a right to purchase and did not purchase prior to such
        termination. Your executor, administrator, guardian or custodian must present
        proof of his authority satisfactory to the Company prior to being allowed
        to
        exercise this option.

       

      In
        the
        event of any change in the outstanding shares of the Common Stock of the
        Company
        by reason of a stock dividend, stock split, combination of shares,
        recapitalization, merger, consolidation, transfer of assets, reorganization,
        conversion or what the Administrator deems in its sole discretion to be similar
        circumstances, the number and kind of shares subject to this option and the
        option price of such shares shall be appropriately adjusted in a manner to
        be
        determined in the sole discretion of the Administrator.

      


      This
        option is not transferable otherwise than by will or the laws of descent
        and
        distribution, and is exercisable during your lifetime only by you, including,
        for this purpose, your legal guardian or custodian in the event of disability.
        Until the option price has been paid in full pursuant to due exercise of
        this
        option and the purchased shares are delivered to you, you do not have any
        rights
        as a shareholder of the Company. The Company reserves the right not to deliver
        to you the shares purchased by virtue of the exercise of this option during
        any
        period of time in which the Company deems, in its sole discretion, that such
        delivery would violate a federal, state, local or securities exchange rule,
        regulation or law.

       

      Notwithstanding
        anything to the contrary contained herein, this option is not exercisable
        until
        all the following events occur and during the following periods of
        time:

       

      (a)  Until
        the
        Plan pursuant to which this option is granted is approved by the shareholders
        of
        the Company in the manner prescribed by the Code and the regulations
        thereunder;

       

      (b)  Until
        this option and the optioned shares are approved and/or registered with such
        federal, state and local regulatory bodies or agencies and securities exchanges
        as the Company may deem necessary or desirable; or 

       

      (c)  During
        any period of time in which the Company deems that the exercisability of
        this
        option, the offer to sell the shares optioned hereunder, or the sale thereof,
        may violate a federal, state, local or securities exchange rule, regulation
        or
        law, or may cause the Company to be legally obligated to issue or sell more
        shares than the Company is legally entitled to issue or sell.

       

      This
        option shall be subject to the terms of the Plan in effect on the date this
        option is granted, which terms are hereby incorporated herein by reference
        and
        made a part hereof. In the event of any conflict between the terms of this
        option and the terms of the Plan in effect on the date of this option, the
        terms
        of the Plan shall govern. This option constitutes the entire understanding
        between the Company and you with respect to the subject matter hereof and
        no
        amendment, modification or waiver of this option, in whole or in part, shall
        be
        binding upon the Company unless in writing and signed by the President of
        the
        Company. This option and the performances of the parties hereunder shall
        be
        construed in accordance with and governed by the laws of the Commonwealth
        of
        Pennsylvania.

       

      The
        Company’s obligation to issue or deliver shares of Common Stock upon the
        exercise of the Option shall be subject to the satisfaction of any applicable
        federal, state and local tax withholding requirements. You may satisfy any
        such
        withholding obligation by any of the following means or by a combination
        of such
        means: (a) tendering a cash payment; (b) authorizing the Company to withhold
        shares of Common Stock from the shares otherwise issuable to you upon exercise
        of the Option; or (c) delivering to the Company already-owned and unencumbered
        shares of Common Stock. Shares of Common Stock that are withheld or delivered
        to
        satisfy applicable withholding taxes shall be valued at their Fair Market
        Value
        on the date the withholding tax obligation arises, and in no event shall
        the
        aggregate Fair Market Value of the shares of Common Stock withheld and/or
        delivered exceed the minimum amount of taxes required to be withheld in
        connection with exercise of the Option.

       

      Neither
        the grant of the Option evidenced by this Agreement nor any term or provision
        of
        this Agreement shall constitute or be evidence of any understanding, express
        or
        implied, on the part of the Company to employ or retain you for any
        period.

       

      Notices
        hereunder shall be mailed or delivered to the Company at its principal place
        of
        business and shall be mailed or delivered to you at the address on file with
        the
        Company or, in either case, at such other address as one party may subsequently
        furnish to the other party in writing.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Please
        sign the copy of this option and return it to the Company’s Secretary, thereby
        indicating your understanding of and agreement with its terms and
        conditions.

       

                                      NUMEREX
        CORP.

      


                                 
                             
        _____________________

                                      By:  Alan
        B.
        Catherall

                                      Chief
        Financial
        Officer

      


      I
        hereby
        acknowledge receipt of a copy of the foregoing stock option and, having read
        it
        hereby signify my understanding of, and my agreement with, its terms and
        conditions.

      


      


      


      _____________________________

      (Signature) (Date)

      


      Address:

      


      _________________________________

      _________________________________

      _________________________________