AMENDMENT NUMBER NINE TO AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT

      This  Amendment  Number Nine to Amended  and  Restated  Loan and  Security
Agreement  ("Amendment")  is  entered  into as of June  9,  2000 by and  between
FOOTHILL CAPITAL CORPORATION,  a California corporation ("Foothill"),  and PORTA
SYSTEMS CORP., a Delaware corporation ("Borrower"), in light of the following:

      A. Borrower and Foothill have previously entered into that certain Amended
and Restated  Loan and  Security  Agreement,  dated as of November 28, 1994,  as
amended as of February 13,  1995,  March 30,  1995,  March 12, 1996,  August 26,
1997,  November  30, 1997,  August 1, 1998,  December 1, 1998 and March 24, 2000
(collectively, the "Agreement").

      B. Borrower and Foothill desire to further amend the Agreement as provided
for and on the conditions herein.

      NOW,  THEREFORE,  Borrower  and  Foothill  hereby  amend the  Agreement as
follows:

      1.  DEFINITIONS.  All initially capitalized  terms used in this  Amendment
shall  have the  meanings  given to them in the  Agreement  unless  specifically
defined herein.

      2. AMENDMENT.

      A. The definition of "Revolving Line Maximum Amount" in Section 2.1 of the
Agreement is hereby amended to be $11,000,000 from June 9, 2000 through December
31, 2000. As of January 1, 2001,  the "Revolving  Line Maximum  Amount" shall be
$9,000,000.

      3.  REPRESENTATIONS  AND  WARRANTIES.  Borrower hereby affirms to Foothill
that all of Borrower's representations and warranties set forth in the Agreement
are true, complete and accurate in all respects as of the date hereof.

      4. NO  DEFAULTS.  Borrower  hereby  affirms to  Foothill  that no Event of
Default has occurred and is continuing as of the date hereof.

      5. CONDITIONS PRECEDENT.  The effectiveness of this Amendment is expressly
conditioned  upon receipt by Foothill of: (a) an executed copy of this Amendment
and (b)  Borrower  issuing to  Foothill a warrant  for the  purchase  of 100,000
shares of Borrower's  common stock at a price of $2.00 per share initially,  and
subject to adjustment for dilution.  The warrants shall be excisable by Foothill
for a period of 5 years from the date of their issuance.

      6. COSTS AND  EXPENSES.  Borrower  shall pay to Foothill all of Foothill's
out-of-pocket costs and expenses  (including,  without limitation,  the fees and
expenses of its  counsel,  which  counsel may include any local  counsel  deemed
necessary, search fees, filing and recording fees,


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documentation fees, appraisal fees, travel expenses,  and other fees) arising in
connection with the preparation,  execution,  and delivery of this Amendment and
all related documents.

      7  LIMITED  EFFECT.  In the  event of a  conflict  between  the  terms and
provisions of this Amendment and the terms and provisions of the Agreement,  the
terms and provisions of this Amendment shall govern. In all other respects,  the
Agreement,  as amended and supplemented  hereby,  shall remain in full force and
effect.

      8.  COUNTERPARTS:  EFFECTIVENESS.  This  Amendment may be executed in any
number of counterparts and by different parties on separate  counterparts,  each
of which when so executed and delivered  shall be deemed to be an original.  All
such counterparts,  taken together, shall constitute one and the same Amendment.
This  Amendment  shall become  effective  upon the execution of a counterpart of
this Amendment by each of the parties hereto.

      IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as of
the date first set forth above.

                                              FOOTHILL CAPITAL CORPORATION,
                                              a California corporation


                                              By:
                                                 ------------------------------
                                              Title:
                                                    ---------------------------


                                              PORTA SYSTEMS CORP.,
                                              a Delaware corporation


                                              By: [Signature Illegible]
                                                 ------------------------------
                                              Title:
                                                    ---------------------------


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