EXHIBIT 4.8

             COMBINED AMENDMENT NUMBER FOUR TO AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT

      This  Combined  Amendment  Number  Four to Amended and  Restated  Loan and
Security  Agreement  ("Amendment")  is  entered  into as of March 1, 2002 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 by amendments number 1 through 15 (collectively, the "Agreement").

            B.  Borrower and Foothill  desire to further amend the Agreement and
combine and restate  amendments 4 through 15 to 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. AMENDMENTS. The Agreement is amended as follows

            (a) Section 1.1 of the Agreement is amended as follows:

                  (1) The  following  definitions  are hereby  deleted,  and any
            references to such  definitions in the Agreement should no longer be
            effective.

                  "Deferred  Fee  Notes",   "Deferred  Funding  Fee",  "Deferred
            Funding  Fee  Note",   Eligible  Accounts",   "Eligible  Inventory",
            "Facility  Fee",  "NWE Advance",  "NWE Deferred  Funding Fee",  "NWE
            Deferred  Funding Fee Note",  "NWE Line",  "NWE Line Maximum Amount"
            and "Renewal Date".

                  (2) The following definitions are hereby added:

                  "New Term Loan" means that certain term loan in the  principal
      amount of up to  $1,500,000  which is evidenced  by that  certain  Secured
      Promissory  Note,  of even date  herewith  (the "New Term Note") a copy of
      which is attached hereto as Exhibit A.

                  "Old Term Loan" means that certain term loan in the  principal
      amount of $22,609,930.30  (the Outstanding  Obligations as of the close of
      business on February 28, 2002 (other than L/Cs and L/C Guarantees))  which
      is  evidenced  by  that  certain  Second  Amended  and  Restated   Secured
      Promissory  Note of even date  herewith  (the "Old  Term  Note")  which is
      attached hereto as Exhibit B.

<PAGE>

            (b) Foothill and Borrower  agree that as of the close of business on
February 28, 2002, the outstanding Obligations, including accrued interest, were
$22,609,930.30, in the aggregate, as follows:

                  (i) Revolving Advances - $12,464,600.08

                  (ii) Term Loan - $10,145,330.22

                  (iii) L/C and/or L/C Guarantees - $572,538"

            (c) Sections 2.1, 2.2(a),  (b) and (c), 2.4 and 2.8 of the Agreement
are hereby deleted.

            (d) The first  sentence of Section  2.2(b)(i)  of the  Agreement  is
amended to read as follows:

                  "(i) Subject to the terms and  conditions  of this  Agreement,
      Foothill  agrees to issue  commercial or standby letters of credit for the
      account of Borrower (each, an "L/C") or to issue standby letters of credit
      or guarantees of payment (each such letter of credit or guarantee, an "L/C
      Guaranty")  with respect to commercial or standby letters of credit issued
      by another  person for the account of Borrower in an aggregate face amount
      not to exceed $572,538."

            (e) Section 2.3 of the Agreement is amended to read as follows:

                  "2.3 Term Loans.

                        (a)  Foothill  has  agreed  to make the New Term Loan to
Borrower to be  evidenced  by and  repayable  in  accordance  with the terms and
conditions of the New Term Note, executed by Borrower in favor of Foothill.  All
amounts  evidenced by the New Term Note shall constitute  Obligations.  Borrower
may draw monies under the New Term Loan weekly,  subject to receipt and approval
of Borrower's weekly  disbursements  budget.  Such budgets shall be submitted to
Foothill on Friday before Noon for funding on the following Monday.

                        (b) Borrower has executed and  delivered to Foothill the
Old Term Note  evidencing the outstanding  Obligations  (other than the L/Cs and
L/C  Guarantees)  as of the close of business on February 28, 2002.  All amounts
evidenced by the Old Term Note shall constitute Obligations."


                                       2
<PAGE>

            (f) Section 2.5 of the Agreement is amended by adding the following:

                  "(g) The  Obligations  under  the New  Term  Note  shall  bear
      interest at the rate of 12% per annum, which interest shall accrue monthly
      and shall be added to principal  until September 1, 2002 when interest for
      the month of August 2002 shall be paid and interest  shall  continue to be
      paid on the first day of each subsequent month.

                  (h) The  Obligations  under the Old Term  Loan  shall not bear
      interest  from  March 1, 2002  until  such time as  Foothill,  in its sole
      discretion,  notifies  Borrower in writing that it shall thereafter accrue
      interest which shall be payable in accordance  with Section 2.5(a) through
      (f)."

            (g) Section 2.9 of the Agreement is amended to read as follows:

                  2.9  Sales  of  Assets  or  Divisions.   Borrower   agrees  to
      diligently  pursue the sale of one or more of its three  business units to
      non-Affiliates  of  Borrower  in arms  length  transactions.  The  initial
      proceeds of any such sale,  after expenses of such sale,  shall be paid to
      Foothill to pay accrued  interest on the New Term Note and the outstanding
      principal balance of the New Term Note.

            (h) Section 3.4 of the Agreement is amended to read as follows:

                  "3.4 Term.  This  Agreement  shall become  effective  upon the
      execution and delivery  hereof by Borrower and Foothill and shall continue
      in full force and effect for a term ending on December 31,  2002,  and the
      maturity  date of the Old  Term  Note  and New  Term  Note  shall  also be
      December 31, 2002. The foregoing notwithstanding,  Foothill shall have the
      right to terminate its  obligations  under this Agreement  immediately and
      without notice upon the occurrence and during the continuation of an Event
      of Default.

            (i) Section 9.3 of the Agreement is hereby deleted.

            (j) During the period from March 1, 2002 through  December 31, 2002,
Borrower  shall  not  make  any  payments  on  Indebtedness  to the  holders  of
Borrower's:  (i) 6% Convertible Subordinated Debentures or (ii) 12% Subordinated
Notes,  but Borrower shall not be prohibited from paying accounts payable in the
ordinary course of business

            (k) This Amendment combines,  amends and restates Amendments numbers
4 through 15 of the Agreement.

      3.  EXHIBITS.  Exhibits "A", "B" and "C" hereto are added to the Agreement
as Exhibits "A", "B" and "C" thereto.

      4.  REPRESENTATIONS  AND  WARRANTIES.  Borrower hereby affirms to Foothill
that (a) all of  Borrower's  representations  and  warranties  set  forth in the
Agreement  (except  for  those set  forth in  Sections  5.10 and 5.11) are true,
complete  and accurate in all respects as of the date hereof and (b) Exhibit "C"
hereto updates Section 5.9 of the Agreement.


                                       3
<PAGE>

5. CONDITIONS PRECEDENT AND SUBSEQUENT.

            (a) The  effectiveness  of this  Amendment is expressly  conditioned
upon the following:

                  (i) Receipt by Foothill of an executed copy of this Amendment,
the New Term Note and the Old Term Note.

            (b) Prior to the close of business on March 5, 2002,  Borrower shall
deliver to Foothill  its updated  projections  for the year ending  December 31,
2002 ("Fiscal 2002").  Upon Foothill's  reasonable  approval of the projections,
Foothill and Borrower shall, on or before March 11, 2002,  amend Section 6.13 of
the Agreement to establish  financial  covenants for Fiscal 2002 based upon such
projections.

      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, 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.


                                       4
<PAGE>

            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: Ed Stearns
                                      -----------------------------------------
                                   Title:  Sr V.P.
                                         --------------------------------------


                                   PORTA SYSTEMS CORP.,

                                   a Delaware corporation

                                   By: /s/ William V. Carney
                                      -----------------------------------------
                                   Title: CEO
                                         --------------------------------------


                                       5

<PAGE>

                            SECURED PROMISSORY NOTE

$1,500,000                                               Los Angeles, Ca1ifornia
                                                                   March 1, 2002

      FOR VALUE RECEIVED,  the undersigned  ("Maker")  hereby promises to pay to
FOOTHILL CAPITAL  CORPORATION  ("Foothill"),  or order, at 2450 Colorado Avenue,
Suite 3000W,  Santa Monica,  California  90404,  or at such other address as the
holder may specify in writing,  the  principal  sum of One Million  Five Hundred
Thousand  Dollars  ($l,500,000)  or such  lesser sum as is advanced by Holder to
Maker as the New Term Loan under that  certain  Amended  and  Restated  Loan And
Security Agreement between the Maker and Foothill, dated as of November 28, 1994
(as amended, the "Agreement") plus interest in the manner and upon the terms and
conditions set forth below:

      1.    Rate of Interest

            This Secured  Promissory  Note ("Note")  shall bear interest at such
times and at such rates as set forth in the Agreement

      2.    Schedule of Payments.

            Principal  and interest  under this Note shall be due and payable on
December 31, 2002, or sooner as provided in the Agreement.

      3.    Prepayment

            This Note may be  prepaid  at any time in whole or in part,  without
any premium or penalty whatsoever.

            Maker is required to prepay  this Note under  certain  circumstances
set forth in the Agreement.

      4.    Holder's Right of Acceleration.

            Upon the  occurrence  of an Event of  Default  under  the  Agreement
including,  but not limited to, the failure to pay any  installment of principal
or interest  hereunder  when due,  the Holder may, at its  election  and without
notice to the Maker,  declare  the entire  balance  hereof  immediately  due and
payable.

      5.    Additional Rights of Holder.

            If any  installment  of principal or interest  hereunder is not paid
when due,  the Holder  shall have the right to  compound  interest by adding the
unpaid interest to principal,  with such amount  thereafter  bearing interest at
the rate  provided in this Note in addition to the tights set forth  herein,  in
the Agreement, and under law.


                                   Exhibit A
                                       1
<PAGE>

      6.    General Provisions.

            (a) If this Note is not paid when due, the Maker further promises to
pay all costs of collection,  foreclosure  fees, and reasonable  attorneys' fees
incurred by the Holder, whether or not suit is filed hereon.

            (b) The Maker hereby consents to any and all renewals, replacements,
and/or extensions of time for payment of this Note before, at or after maturity.

            (c)  The  Maker  hereby  consents  to the  acceptance,  release,  or
substitution of security for this Note.

            (d) Presentment for payment, notice of dishonor, protest, and notice
of protest are hereby expressly waived

            (e) Any waiver of any rights  under this  Note,  the  Agreement,  or
under any other agreement,  instrument,  or paper signed by the Maker is neither
valid nor effective unless made in writing and signed by the Holder.

            (f) No delay or omission on the part of the Holder in exercising any
right shall operate as a waiver thereof or of any other right.

            (g) A waiver  by the  Holder  upon  any one  occasion  shall  not be
construed as a bar or waiver of any right or remedy on any future occasion.

            (h)  Should  any  one or  more of the  provisions  of  this  Note be
determined  illegal or unenforceable  all other  provisions  shall  nevertheless
remain effective.

            (i) This Note cannot be changed,  modified,  amended,  or terminated
orally.

      7.    Security for the Note

            This Note is secured by the Agreement, and by various other security
documents.  This Note is  subject  to all of the terms  and  conditions  thereof
including, but not limited to, the remedies specified therein.

      8.    Choice of Law and Venue.

            THE VALIDITY OF THIS NOTE,  ITS  CONSTRUCTION,  INTERPRETATION,  AND
ENFORCEMENT,  AND THE RIGHTS OF THE MAKER AND THE  HOLDER,  SHALL BE  DETERMINED
UNDER,  GOVERNED BY, AND CONSTRUED IN  ACCORDANCE  WITH THE INTERNAL LAWS OF THE
STATE OF  CALIFORNIA,  WITHOUT  REGARD TO  PRINCIPLES OF CONFLICT OF LAW. TO THE
MAXIMUM  EXTENT  PERMITTED BY LAW,  THE MAKER HEREBY  AGREES THAT ALL ACTIONS OR
PROCEEDINGS  ARISING IN CONNECTION  WITH THIS NOTE SHALL BE TRIED AND DETERMINED
ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES, STATE
OF CALIFORNIA, OR AT THE SOLE OPTION OF


                                   Exhibit A
                                       2
<PAGE>

THE  HOLDER,  IN THE  STATE OF NEW YORK OR ANY OTHER  COURT IN WHICH THE  HOLDER
SHALL  INITIATE  LEGAL OR  EQUITABLE  PROCEEDINGS  AND WHICH HAS SUBJECT  MATTER
JURISDICTION OVER THE MATTER IN CONTROVERSY.  TO THE MAXIMUM EXTENT PERMITTED BY
LAW, MAKER HEREBY  EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE
OF FORUM NON  CONVENIENS  OR TO OBJECT TO VENUE TO THE EXTENT ANY  PROCEEDING IS
BROUGHT IN ACCORDANCE WITH THIS SECTION.

      9.    Waiver of Jury Trial

            THE MAKER,  TO THE EXTENT IT MAY  LEGALLY  DO SO,  HEREBY  EXPRESSLY
WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION,
OR  PROCEEDING  ARISING  UNDER  OR  WITH  RESPECT  TO THIS  NOTE,  OR IN ANY WAY
CONNECTED WITH,  RELATED TO, OR INCIDENTAL TO THE DEALINGS OF THE HOLDER AND THE
MAKER WITH RESPECT TO THIS NOTE, OR THE  TRANSACTIONS  RELATED  HERETO,  IN EACH
CASE WHETHER NOW  EXISTING OR HEREAFTER  ARISING,  AND  IRRESPECTIVE  OF WHETHER
SOUNDING  IN  CONTRACT,  TORT,  OR  OTHERWISE.  THE MAKER,  TO THE EXTENT IT MAY
LEGALLY DO SO,  HEREBY  AGREES THAT ANY SUCH  CLAIM,  DEMAND,  ACTION,  CAUSE OF
ACTION,  OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT
THE HOLDER MAY FILE AN ORIGINAL  COUNTERPART OF THIS SECTION 9 WITH ANY COURT AS
WRITTEN  EVIDENCE OF THE CONSENT OF MAKER TO THE WAIVER OF ITS RIGHT TO TRIAL BY
JURY.

            IN WITNESS WHEREOF, this Note has been executed and delivered on the
date first set forth above.

                                   PORTA SYSTEMS CORP.,
                                   a Delaware corporation

                                   By: /s/ William V. Carney
                                      -----------------------------------------


                                   Exhibit A
                                       3
<PAGE>

                          SECOND AMENDED AND RESTATED
                             SECURED PROMISSORY NOTE

$22,609,930.30                                           Los Angeles, California
                                                                    March 1,2002

      FOR VALUE RECEIVED,  the undersigned  ("Maker")  hereby promises to pay to
FOOTHILL CAPITAL  CORPORATION  ("Foothill"),  or order, at 2450 Colorado Avenue,
Suite 3000W,  Santa Monica,  California  90404,  or at such other address as the
holder may  specify in  writing,  the  principal  sum of Twenty Two  Million Six
Hundred   Nine   Thousand   Nine  Hundred   Thirty   Dollars  and  Thirty  Cents
($22,609,930.30)  plus interest in the manner and upon the terms and  conditions
set forth below.

1.    Rate of Interest

            This Second Amended and Restated  Secured  Promissory  Note ("Note")
shall bear interest at such times and at such rates as set forth in that certain
Amended and Restated Loan And Security Agreement between the Maker and Foothill,
dated as of November 28, 1994 (as amended, the "Agreement").

2.    Schedule of Payments

            Principal  and interest  under this Note shall be due and payable on
December 31, 2002, or sooner as provided in the Agreement.

3.    Prepayment.

            This Note may be prepaid at any time,  in whole or in part,  without
any premium or penalty whatsoever.

            Maker is required to prepay  this Note under  certain  circumstances
set forth in the Agreement.

4.    Holder's Right of Acceleration.

            Upon the  occurrence  of an Event of  Default  under  the  Agreement
including,  but not limited to, the failure to pay any  installment of principal
or interest  hereunder  when due,  the Holder may, at its  election  and without
notice to the Maker,  declare  the entire  balance  hereof  immediately  due and
payable.

5.    Additional Rights of Holder.

            If any  installment  of principal or interest  hereunder is not paid
when due,  the Holder  shall have the right to  compound  interest by adding the
unpaid interest to principal,  with such amount  thereafter  bearing Interest at
the rate  provided in this Note in addition to the rights set forth  herein,  in
the Agreement and under law.


                                   Exhibit B
                                       1
<PAGE>

6.    General Provisions.

            (a) If this Note is not paid when due, the Maker further promises to
pay all costs of collection,  foreclosure  fees and reasonable  attorneys'  fees
incurred by the Holder, whether or not suit is filed hereon.

            (b) The Maker hereby consents to any and all renewals, replacements,
and/or  extensions  of time  for  payment  of this  Note  before,  at,  or after
maturity.

            (c)  The  Maker  hereby  consents  to the  acceptance,  release,  or
substitution of security for this Note.

            (d) Presentment for payment, notice of dishonor,  protest and notice
of protest are hereby expressly waived.

            (e) Any waiver of any rights  under this  Note,  the  Agreement,  or
under any other agreement,  instrument,  or paper signed by the Maker is neither
valid nor effective unless made in writing and signed by the Holder.

            (f) No delay or omission on the part of the Holder in exercising any
right shall operate as a waiver thereof or of any other right.

            (g) A  waiver  by  the  Holder  on any  one  occasion  shall  not be
construed as a bar or waiver of any right or remedy on any future occasion.

            (h)  Should  any  one or  more of the  provisions  of  this  Note be
determined  illegal or unenforceable  all other  provisions  shall  nevertheless
remain effective.

            (i) This Note cannot be changed,  modified,  amended,  or terminated
orally.

7.    Security for the Note.

            This Note is secured by the Agreement, and by various other security
documents.  This Note is  subject  to all of the terms  and  conditions  thereof
including, but not limited to, the remedies specified herein.

8.    Amendment and Restatement.


            This Note amends,  restates and  replaces  that certain  Amended and
Restated  Secured  Promissory Note in the original  principal amount of Thirteen
Million Five Hundred Two  Thousand  One Hundred  Eighty Seven  Dollars and Fifty
Cents  ($13,502,187.50)  dated February 13, 1995,  which note shall be returned,
marked "paid by renewal" to the Maker.

9.    Choice of Law and Venue.

            THE VALIDITY OF THIS NOTE,  ITS  CONSTRUCTION,  INTERPRETATION,  AND
ENFORCEMENT, AND THE RIGHTS OF THE MAKER AND


                                   Exhibit B
                                       2
<PAGE>

THE HOLDER, SHALL BE DETERMINED UNDER,  GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA  WITHOUT  REGARD TO PRINCIPLES
OF CONFLICTS OF LAW. TO THE MAXIMUM  EXTENT  PERMITTED  BY LAW, THE MAKER HEREBY
AGREES  THAT ALL ACTIONS OR  PROCEEDINGS  ARISING IN  CONNECTION  WITH THIS NOTE
SHALL BE TRIED AND DETERMINED ONLY IN THE STATE AND COURTS LOCATED IN THE COUNTY
OF LOS ANGELES,  STATE OF CALIFORNIA,  AT THE SOLE OPTION OF THE HOLDER,  IN THE
STATE OF NEW YORK OR ANY OTHER COURT IN WHICH THE HOLDER SHALL INITIATE LEGAL OR
EQUITABLE  PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER
IN CONTROVERSY.  TO THE MAXIMUM EXTENT  PERMITTED BY LAW, MAKER HEREBY EXPRESSLY
WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON  CONVENIENS  OR
TO OBJECT TO VENUE TO THE EXTENT ANY  PROCEEDING IS BROUGHT IN  ACCORDANCE  WITH
THIS SECTION.

10.   Waiver of Jury Trial.

            THE MAKER,  TO THE EXTENT IT MAY  LEGALLY  DO SO,  HEREBY  EXPRESSLY
WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION,
OR PROCEDURE ARISING UNDER OR WITH RESPECT TO THIS NOTE, OR IN ANY WAY CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE DEALINGS OF THE HOLDER AND THE MAKER WITH
RESPECT TO THIS NOTE, OR THE TRANSACTIONS  RELATED HERETO,  IN EACH CASE WHETHER
NOW EXISTING OR  HEREAFTER  ARISING,  AND  IRRESPECTIVE  OF WHETHER  SOUNDING IN
CONTRACT,  TORT,  OR OTHERWISE.  THE MAKER,  TO THE EXTENT IT MAY LEGALLY DO SO,
HEREBY  AGREES  THAT  ANY SUCH  CLAIM,  DEMAND,  ACTION,  CAUSE  OF  ACTION,  OR
PROCEEDING  SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT THE HOLDER
MAY FILE AN  ORIGINAL  COUNTERPART  OF THIS  SECTION 9 WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF MAKER TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

      IN WITNESS WHEREOF,  this Note has been executed and delivered on the date
first set forth above.

                                   PORTA SYSTEMS CORP.,
                                   a Delaware corporation

                                   By: /s/ William V. Carney
                                      -----------------------------------------


                                   Exhibit B
                                       3
<PAGE>

      The  following   represents  the  status  of  current   litigations  being
maintained against Porta Systems Corp.

      1) In July  1996,  an action  entitled  Greenwich  Management  Consultants
Group, et al. v. Porta Systems Corp.,  et al. was commenced  against the company
in New  York  State  Supreme  Court.  The  action  arises  out of the  Company's
acquisition  of Aster  Corporation  in which  the  plaintiffs  received  certain
unregistered  shares and and/or warrants to purchase shares in the Company under
a merger agreement. The complaint alleges breach of contract against the Company
and breach of  fiduciary  duty against the  directors  arising out of an alleged
failure  to  register  certain  restricted  shares  and  warrants  owned  by the
plaintiffs. The complaint seeks damages of $413,000.  Although several years ago
counsel for the plaintiff advised the Company that additional  plaintiffs may be
added and, as a result,  the amount of damages claimed may become  substantially
greater,  no further  plaintiffs  have been added and  plaintiffs  have taken no
steps to prosecute the case in the last two years. The Company believes that the
defendants have valid defenses to the claims.  The case remains in the discovery
stage.

      2) In March 2000, the Company  suspended,  with pay, two of its executives
from their  positions  pending  completion  of the  Company's  investigation  of
certain  matters  that  had  come  to  the  Company's  attention.  Prior  to the
completion  of  this  investigation,  however,  these  two  executives  accepted
positions  with  another  company and thereby  voluntarily  resigned  from their
positions with the Company. In February 2001, the two executives,  together with
a third who similarly resigned from his position with the Company, filed suit in
the Supreme Court for the State of New York, County of New York, entitled Ronald
Wilkins,  Michael  Bahlo and  Michael  Lamb v. Porta  Systems  Corp.,  Index No.
6006771.  The  Complaint  in this  action  was  served  on the  Company  in late
February.  The Company  asserts  various claims against the Company based on the
allegation that each of the former executives was improperly terminated from his
employment  without cause. The time to answer the Complaint has not yet expired.
The Company intends vigorously to defend against this lawsuit,  and has asserted
counterclaims  against these three former executives based,  among other things,
on their own breaches of their employment agreements with the Company.

      3) In July 2001 an action  entitled  OBOD, et al. v. Porta Systems  Corp.,
Index No. 01, Civ.  6426 (JES),  was  commenced in U.S.  District  Court for the
Southern  District of New York.  The  plaintiffs  are  trustees of a Trust which
holds a  subordinate  note from the Company in the amount of  $500,000  which is
currently in default. By this action,  plaintiffs  seek to enforce payment under
the Note plus  interest.  Plaintiffs'  motion for summary  judgment was recently
denied by the Court on the grounds  that the terms of the Note did not give them
permission  to obtain a judgment  while Porta  remained in default to the Senior
Debtholder. The action continues to pend but is currently inactive.

                                   Exhibit B
                        (to Combined Amendment Number 4)