RELM WIRELESS CORP
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>9
<FILENAME>0009.txt
<TEXT>

                                                                    EXHIBIT 10.7

                             INTERCREDITOR AGREEMENT
                             -----------------------

                              MILBERG FACTORS, INC.
                                 99 PARK AVENUE
                            NEW YORK, NEW YORK 10015

                                                                   June 16, 1997

Fort Orange Paper Co., Inc.
1900 River Road
Castleton-on-Hudson, New York  12033

         Re:      FORT ORANGE ACQUISITION CO., INC. (THE "COMPANY")
                  -------------------------------------------------

Gentlemen:

         Pursuant to our Security Agreement (Accounts Receivable-Financing), the
Inventory supplement thereto, our Security Agreement-Goods and Chattels, and
related documents with the Company (collectively, the "Security Documents") we
have been granted a lien on and security interest in certain assets of the
Company, including but not limited to (a) all its accounts, accounts receivable,
contract rights, chattel paper, leases, and general intangibles, all proceeds of
the foregoing, and all returned and repossessed goods represented thereby (the
"Accounts"), (b) all its inventory, as such term is defined in the Uniform
Commercial Code, including but not limited to its raw materials, work in
process, and finished goods and all products and proceeds thereof (the
"Inventory"), and (c) all its goods, machinery, and equipment, whether now owned
or hereafter acquired and wherever located, all replacements and substitutions
therefor or accessions thereto and all proceeds thereof (the "Goods," and
together with the Accounts and Inventory hereinafter collectively referred to as
the "Collateral") as security for any indebtedness or obligations now or
hereafter owing to us by the Company, all as more fully set forth in the
Security Documents.

         We understand that pursuant to certain agreements entered into between
you and the Company you have been granted a lien on and security interest in
some or all of the same Collateral as security for certain loans or other
financial accommodations made by you to the Company. Each of us has file or will
file financing statements under the Uniform Commercial Code covering our
interests.

         The purpose of this letter is set to forth, as between you and us, our
understanding relative to our respective priority and positions in the
Collateral. Notwithstanding any agreement or arrangement which you may not or
hereafter have with the Company, or any rule of law, and notwithstanding the
time, order or method of attachment, perfection, filing or recording, or
existing priority position, you hereby subordinate to us any security interest,
lien, claim or right not or hereafter asserted by you with respect to the
Collateral and agree that the same will be subject, junior and subordinate to
any security interest, lien, claim or right now or hereafter asserted by us with
respect to the Collateral. Furthermore, so long as the Company may be

<PAGE>

indebted or obligated to us in any manner whatsoever, including indebtedness
arising from or in connection with the Security Documents or otherwise, you
confirm that you will not exercise any right, assert any claim or interest, take
any action, or institute any proceeding with respect to any of the Collateral,
provided, however, that if we fail to take action which is reasonably necessary
to preserve the integrity of our interest in the Collateral, as a result of
which the integrity of your interest in the Collateral is compromised, then upon
no less than ten (10) days prior written notice to us, you may take such action
as shall be necessary to preserve the integrity of your interest in the
Collateral, including, but not limited to, the payment of taxes in arrears,
payment of insurance and filing of proofs of claim in insolvency proceedings;
provided, further, however, that all such action shall be subject to our prior
lien and security interest in the Collateral and our rights under this
agreement. You agree to execute any documents, releases or amendments which may
be necessary to effect this result on any applicable public records.

         We also agree that, until the Company defaults or breaches any
obligations or fails to timely pay any indebtedness due and owing to us, we will
not obtain a security interest or other lien (other than an execution lien) on
any assets of John B. Hay, Jr., ("Hay") the guarantor under a Guaranty dated
June ___, 1997 (the "Milberg Guaranty") in our favor, to secure Hay's
obligations under the Milberg Guaranty.

         Notwithstanding anything contained to the contrary in a certain
Guaranty dated June 16, 1997 (the "Seller's Guaranty") made by John B. Hay, Jr.
("Hay"), the guarantor, in your favor, you acknowledge and agree that you do not
have and will not obtain a security interest or other lien on any assets of Hay
(the "Hay Assets") to secure any of Hay's obligations under the Seller's
Guaranty.

         In the event that we, in accordance with the terms and conditions of
this agreement, obtain a security interest or other lien on the Hay Assets, you
may obtain a security interest or other lien in the same Hay Assets as those in
which we obtained our security interest or lien, provided, however, that
notwithstanding any agreement or arrangement which you may now or hereafter have
with Hay, or any rule of law, and notwithstanding the time, order or method of
attachment, perfection, filing or recording, or priority position, you hereby
agree to subordinate to us any security interest, lien, claim or right ever
asserted by you with respect to any of the Hay Assets and agree that the same
will be subject, junior and subordinate to any security interest, lien, claim or
right asserted by us with respect to any of the Hay Assets. Furthermore, so long
as the Company may be indebted or obligated to us in any manner whatsoever,
including indebtedness arising from or in connection with the Security Documents
or otherwise, you confirm that you, if you obtain a security interest or other
lien in any of the Hay Assets, in accordance with and subject to the terms of
this agreement, you will not exercise any right, assert any claim or interest,
take any action, or institute any proceeding with respect to any of the Hay
Assets; provided, however, that if we fail to take action which is reasonably
necessary to preserve the integrity of our interest in such Hay Assets, as a
result of which the integrity of your interest in the Hay Assets is compromised,
then upon no less than ten (10) days prior written notice to us, you may take
such action as shall be necessary to preserve the integrity of your interest in
the Hay Assets, including, but not limited to, the payment of taxes in arrears,
payment of insurance and filing of proofs of claim in insolvency proceedings;
provided, further, however,


                                       2
<PAGE>

that all such action shall be subject to our prior lien and security interest in
the Hay Assets and our rights under this agreement.

         You agree to execute any documents, releases or amendments which may be
necessary to effect the results contemplated by this letter on any applicable
public records.

         Except as herein otherwise specifically provided, the rights and
priorities of the parties shall be determined in accordance with applicable law.
This agreement shall be governed by the laws of the State of New York and,
unless the context of this agreement otherwise requires, all terms used herein
which are defined in the Uniform Commercial Code shall have the meanings therein
stated.

         This agreement is solely for the benefit of both of us, and our
respective successors and assigns. No other person, firm, entity or corporation
shall have any right, benefit, priority or interest under, or because of, the
existence of this agreement.

         If the foregoing is in accordance with your understanding, please sign
and return to us the enclosed copy of this letter to so indicate. Although the
Company is not a party to this agreement, it has signed below to indicate its
confirmation of and agreement with the foregoing.

                                                   Very truly yours,

                                                   MILBERG FACTORS, INC.

                                                   By: /s/ JOSEPH GOLDEN
                                                       -------------------------
                                                   Title: PRESIDENT
                                                          ----------------------

Accepted and agreed to:

FORT ORANGE PAPER CO., INC.

By:   /s/ DONALD GOEBERT
     -------------------------------

Title:  CHAIRMAN
      ------------------------------

Confirmed:

FORT ORANGE ACQUISITION CO., INC.

By:   /s/ JOHN P. HAY, JR.
     -------------------------------

     /s/ JOHN P. HAY, JR.
------------------------------------
John B. Hay, Jr., Individually


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