<PAGE>

                                                                     EXHIBIT 4.6

                             INTERCREDITOR AGREEMENT

FOR VALUE RECEIVED, and in order to induce LAURUS MASTER FUND, LTD. ("Laurus")
now and from time to time hereafter to extend financial accommodations to, or
otherwise extend or continue to extend credit to or for the benefit of NUMEREX
CORP., NUMEREX SOLUTIONS LLC, CELLEMETRY LLC, NUMEREX INVESTMENT CORP.,
BROADBANK NETWORKS INC., BNI SOLUTIONS LLC, DIGILOG INC., DCX SYSTEMS INC., DCX
SYSTEMS AUSTRALIA PTY LIMITED, MOBILEGUARDIAN LLC AND ANY SUBSIDIARIES FORMED
AFTER THE DATE HEREOF (each a "Company" and, collectively, the "Companies"), the
undersigned (the "Creditor") does hereby subordinate payment of all indebtedness
of each Company to Creditor of every nature, howsoever evidenced, incurred or
created (including, without limitation, under any guaranty agreement), and
whether now or hereafter owing (collectively, the "Subordinated Indebtedness")
to: (x) the Obligations (as defined in the Security Agreement among Laurus and
each Company as the same may from time to time be or have been amended,
restated, extended or supplemented, the "Security Agreement"), and (y) all other
indebtedness of each Company to Laurus of every nature, howsoever evidenced,
incurred or created, and whether now or hereafter owing ((x) and (y)
collectively, the "Obligations").

Creditor further subordinates to Laurus any and all liens and security interests
on the assets of each Company heretofore and from time to time hereafter
received by Creditor to secure the payment of the Subordinated Indebtedness or
as security for any other indebtedness of any Company to Creditor, howsoever
evidenced, incurred or created, and whether now or hereafter owing ("Creditor's
Liens"), and in connection therewith agrees that: (i) any and all liens and
security interests upon the assets of each Company heretofore and from time to
time hereafter received by Laurus as security for the Obligations shall be
superior to and take priority over Creditor's Liens, regardless of the order of
filing or perfection; (ii) Laurus shall not owe any duty to Creditor whatsoever
as a result of or in connection with Creditor's Liens, and, without limiting the
foregoing, Laurus shall not owe to Creditor any duty of notice, marshalling of
assets or protection of the rights or interests of Creditor; and (iii) so long
as this Intercreditor Agreement shall be in effect, Creditor will not take any
action to foreclose or otherwise enforce any of Creditor's Liens. Laurus shall
have the exclusive right to manage, perform and enforce the underlying terms of
the Security Agreement relating to the assets of each Company and to exercise
and enforce its rights according to its discretion. Creditor waives all rights
to affect the method or challenge the appropriateness of any action taken by
Laurus in connection with Laurus's enforcement of its rights under the Security
Agreement and any and all documents, instruments and agreements entered into in
connection therewith. Only Laurus shall have the right to restrict, permit,
approve or disapprove the sale, transfer or other disposition of the assets of
any Company; provided, however, that Laurus shall have no right to restrict,
permit, approve or disapprove a Non-Core Asset Sale (as defined in the Security
Agreement) so long as such Non-Core Asset Sale is permitted to be made in
accordance with the terms of the Security Agreement. As between Laurus and
Creditor, the terms of this Intercreditor Agreement shall govern even if all or
part of Laurus's liens are avoided, disallowed, set aside or otherwise
invalidated.

Upon any distribution of the assets or readjustment of the indebtedness of any
Company, whether by reason of liquidation, composition, bankruptcy, arrangement,
receivership, assignment for the benefit of creditors or any other action or
proceeding involving the readjustment of all or any of the Subordinated
Indebtedness, or the application of the assets of any Company to the payment or
liquidation thereof, Laurus shall be entitled to receive payment in full of any
and all Obligations then owing to it by each Company prior to the payment of all
or any part of the Subordinated Indebtedness, and in order to enable Laurus to
enforce its rights hereunder in any such action or proceeding, Laurus is hereby
irrevocably authorized and empowered in its discretion as attorney in fact for
Creditor to make and present for and on behalf of Creditor such proofs of claims
against each Company on account of the Subordinated Indebtedness as Laurus may
deem expedient or proper and to vote such proofs of claims in any such
proceeding and to receive and collect any and all dividends or other payments or
disbursements made thereon in whatever form the same may be paid or issued and
to apply same on account of any Obligations owing to Laurus by each Company.

Creditor will execute and deliver to Laurus from time to time such assignments
or other instruments as may be required by Laurus in order to enable it to
enforce any and all such claims and to collect any and all dividends or other
payments or disbursements which may be made at any time on account of all or any
part of the Subordinated Indebtedness.

Creditor hereby acknowledges that the Subordinated Indebtedness is and shall be
expressly subordinated in right of payment to the Obligations. Creditor will not
now or hereafter directly or indirectly ask, demand, sue for, take or receive
payment of all or any part of the Subordinated Indebtedness or any collateral
therefor, and no Company will be obligated to make any such payment, and the
failure of any Company so to do shall not constitute a default by such Company
in respect of the Subordinated Indebtedness; provided, however, so long as no
Event of Default (as defined in the Security Agreement) shall have occurred and
be continuing or would occur after giving effect to such payment, Digilog Inc.
may pay and Creditor may receive regularly scheduled payments of interest on the
Subordinated Indebtedness as in effect on the date hereof. In the event Creditor
shall receive any payment in respect of the Subordinated Indebtedness when
Creditor is not permitted to receive such payment in accordance with the terms
of this Intercreditor Agreement, then Creditor shall forthwith deliver, or cause
to be delivered, the same to Laurus in precisely the form held by Creditor
(except for any necessary endorsement) and until so delivered the same shall be
held in trust by Creditor as the property of Laurus.

Creditor will not at any time while this Intercreditor Agreement remains in
effect, assign or transfer any right, claim or interest of any kind in or to any
of the Subordinated Indebtedness or any collateral therefor without the prior
written consent of Laurus. Creditor will, upon request of Laurus, deliver to
Laurus any note or other agreement, instrument or document which evidences any
Subordinated Indebtedness.

Laurus may at any time, in its discretion, renew or extend the time of payment
of all or any existing or future Obligations of any Company to Laurus or waive
or release any collateral which may be held therefor at any time, and in
connection therewith may make and enter into any such agreement or agreements as
it may deem proper or desirable without notice to or the consent of Creditor and
without in any manner impairing or affecting this Intercreditor Agreement or any
of Laurus's rights hereunder.

                                       1
<PAGE>

Creditor warrants to Laurus that: (i) Creditor is the owner of the Subordinated
Indebtedness; (ii) Creditor has the full right, power and authority to make,
execute and deliver this Intercreditor Agreement; (iii) Creditor has not
heretofore assigned, pledged or granted a security interest or other lien, right
or interest in the Subordinated Indebtedness or any instrument or document
evidencing the Subordinated indebtedness to any third party; (iv) this
Intercreditor Agreement is valid and binding upon Creditor and is and will be
enforceable by Laurus in accordance with its terms (except as limited by
bankruptcy and other laws affecting the rights of creditors generally); and (v)
no Company is now in default with respect to the Subordinated Indebtedness or
any part thereof. This Intercreditor Agreement shall be effective as of the date
hereof and shall continue in effect until all of the Obligations have been paid
in cash, performed and satisfied in full.

This Intercreditor Agreement shall be binding upon Creditor and Creditor's
heirs, personal representatives, successors and assigns, as applicable, and
shall inure to the benefit of Laurus and its successors and assigns.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.

THE PARTIES HERETO DO HEREBY WAIVE ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY
ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT. EACH PARTY HERETO
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN
THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS INTERCREDITOR AGREEMENT. EACH
PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT
ACTION OR PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. EACH PARTY AGREES THAT A FINAL JUDGMENT IN ANY SUCH SUIT ACTION OR
PROCEEDING BROUGHT IN SUCH A COURT, AFTER ALL APPROPRIATE APPEALS, SHALL BE
CONCLUSIVE AND BINDING UPON IT.

Dated: January __, 2004

CREDITOR:

ALETHEA LIMITED PARTNERSHIP

/s/ Stratton J. Nicolaides
---------------------------------------------------
By:  Stratton J. Nicolaides
Its: Chairman

Address: c/o Salisbury & Ryan
        -------------------------------
1325 Avenue of The Americas, New York, NY 10019
------------------------------------------------
Attention: Stratton J. Nicolaides/Andrew J. Ryan
          --------------------------------------
Telephone No.: 212-977-4660
              ----------------------------------
Telefax No.: 212-977-4668
            ------------------------------------

ACKNOWLEDGED AND ACCEPTED:

LAURUS MASTER FUND, LTD.

By: /s/ David Grin
   ----------------------------
Its:
    ----------------------------

Address: 825 Third Avenue
         New York, NY 10022
Attention: David Grin
Telephone No.: (212) 541-5800
Telefax No.: (212) 541-4434

                                       2
<PAGE>

                 AGREEMENT NOT TO PAY SUBORDINATED INDEBTEDNESS

The undersigned hereby acknowledge receipt of a copy of the above and foregoing
Intercreditor Agreement and agree not to pay any of the Subordinated
Indebtedness except as expressly permitted therein.

NUMEREX CORP.

By: /s/ Stratton J. Nicolaides
   ----------------------------------------
Its: Chairman and CEO
    ---------------------------------------

NUMEREX SOLUTIONS LLC

By: /s/ Stratton J. Nicolaides
   ----------------------------------------
Its: Manager
    ---------------------------------------

CELLEMETRY LLC

By: /s/ Stratton J. Nicolaides
   ----------------------------------------
Its: Manager
    ---------------------------------------

NUMEREX INVESTMENT CORP..

By: /s/ Stratton J. Nicolaides
   ----------------------------------------
Its: CEO
    ---------------------------------------

BROADBANK NETWORKS INC.

By: /s/ Stratton J. Nicolaides
   ----------------------------------------
Its: CEO
    ---------------------------------------

BNI SOLUTIONS LLC

By: /s/ Stratton J. Nicolaides
   ----------------------------------------
Its: Manager
    ---------------------------------------

DIGILOG INC.

By: /s/ Stratton J. Nicolaides
   ----------------------------------------
Its: CEO
    ---------------------------------------

DCX SYSTEMS INC.

By: /s/ Stratton J. Nicolaides
   ----------------------------------------
Its: CEO
    ---------------------------------------

DCX SYSTEMS AUSTRALIA PTY LIMITED

By: /s/ Stratton J. Nicolaides
   ----------------------------------------
Its: Director
    ---------------------------------------

MOBILEGUARDIAN LLC

By: /s/ Stratton J. Nicolaides
   ----------------------------------------
Its: Manager
    ---------------------------------------

                                       3
<PAGE>

STATE OF Georgia   )
         :  ss.:
COUNTY OF Cobb     )

On the 13th day of January, 2004, before me personally came Stratton J.
Nicolaides to me known, who, being by me duly sworn did depose and say that s/he
is the Chairman/CEO of Numerex Corp., the corporation described in and which
executed the above instrument; and that s/he signed her/his name thereto by
order of the board of directors of said corporation.


                                                     /s/ Pamela S. Lester
                                                     -------------------------
                                                     Notary Public

STATE OF Georgia   )
         :  ss.:
COUNTY OF Cobb     )


On the 13th day of January, 2004, before me personally came Stratton J.
Nicolaides to me known, who, being by me duly sworn did depose and say that s/he
is the Manager of Numerex Solutions LLC, the limited liability company described
in and which executed the above instrument; and that s/he signed her/his name
thereto by order of the board of directors of said limited liability company.


                                                     /s/ Pamela S. Lester
                                                     -------------------------
                                                     Notary Public

STATE OF Georgia   )
         :  ss.:
COUNTY OF Cobb     )


On the 13th day of January, 2004, before me personally came Stratton J.
Nicolaides to me known, who, being by me duly sworn did depose and say that s/he
is the CEO of Numerex Investment Corp., the corporation described in and which
executed the above instrument; and that s/he signed her/his name thereto by
order of the board of directors of said corporation.


                                                     /s/ Pamela S. Lester
                                                     -------------------------
                                                     Notary Public

STATE OF Georgia   )
         :  ss.:
COUNTY OF Cobb     )


On the 13th day of January, 2004, before me personally came Stratton J.
Nicolaides to me known, who, being by me duly sworn did depose and say that s/he
is the CEO of BroadBank Networks Inc., the corporation described in and which
executed the above instrument; and that s/he signed her/his name thereto by
order of the board of directors of said corporation.


                                                     /s/ Pamela S. Lester
                                                     -------------------------
                                                     Notary Public

STATE OF Georgia   )
         :  ss.:
COUNTY OF Cobb     )


On the 13th day of January, 2004, before me personally came Stratton J.
Nicolaides to me known, who, being by me duly sworn did depose and say that s/he
is the Manager of BNI Solutions LLC, the limited liability company described in
and which executed the above instrument; and that s/he signed her/his name
thereto by order of the board of directors of said limited liability company.

                                                     /s/ Pamela S. Lester
                                                     -------------------------
                                                     Notary Public





                                       4
<PAGE>

STATE OF Georgia   )
         :  ss.:
COUNTY OF Cobb     )


On the 13th day of January, 2004, before me personally came Stratton J.
Nicolaides to me known, who, being by me duly sworn did depose and say that s/he
is the CEO of Digilog Inc., the corporation described in and which executed the
above instrument; and that s/he signed her/his name thereto by order of the
board of directors of said corporation.


                                                     /s/ Pamela S. Lester
                                                     -------------------------
                                                     Notary Public

STATE OF Georgia   )
         :  ss.:
COUNTY OF Cobb     )


On the 13th day of January, 2004, before me personally came Stratton J.
Nicolaides to me known, who, being by me duly sworn did depose and say that s/he
is the CEO of DCX Systems Inc., the corporation described in and which executed
the above instrument; and that s/he signed her/his name thereto by order of the
board of directors of said corporation.


                                                     /s/ Pamela S. Lester
                                                     -------------------------
                                                     Notary Public

STATE OF Georgia   )
         :  ss.:
COUNTY OF Cobb     )


On the 13th day of January, 2004, before me personally came Stratton J.
Nicolaides to me known, who, being by me duly sworn did depose and say that s/he
is the Director of DCX Systems Australia PTY Limited, the ______________
described in and which executed the above instrument; and that s/he signed
her/his name thereto by order of the board of directors of said
__________________.


                                                     /s/ Pamela S. Lester
                                                     -------------------------
                                                     Notary Public

STATE OF Georgia   )
         :  ss.:
COUNTY OF Cobb     )


On the 13th day of January, 2004, before me personally came Stratton J.
Nicolaides to me known, who, being by me duly sworn did depose and say that s/he
is the Chairman of Alethea Limited Partnership, the limited partnership
described in and which executed the above instrument; and that s/he signed
her/his name thereto by order of the board of directors of said limited
partnership.


                                                     /s/ Pamela S. Lester
                                                     -------------------------
                                                     Notary Public

STATE OF Georgia   )
         :  ss.:
COUNTY OF Cobb     )


On the 13th day of January, 2004, before me personally came Stratton J.
Nicolaides to me known, who, being by me duly sworn did depose and say that s/he
is the Manager of MobileGuardian LLC, the limited liability company described in
and which executed the above instrument; and that s/he signed her/his name
thereto by order of the board of directors of said limited liability company.


                                                     /s/ Pamela S. Lester
                                                     -------------------------
                                                     Notary Public


                                       5