Exhibit 4.10

                  AMENDMENT NUMBER SIX TO AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT

      This  Amendment  Number  Six to Amended  and  Restated  Loan and  Security
Agreement  ("Amendment")  is entered  into as of March 19,  2003 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 and modified, from time to time, 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.  Section  3.4 of the  Agreement  is hereby  deleted  in its
entirety and replaced with the following:

            "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 May 15, 2003,  and the maturity date
      of the Old Term Note and New Term Note  shall  also be May 15,  2003.  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."

      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.  CONDITIONS  PRECEDENT  AND  SUBSEQUENT.   The  effectiveness  of  this
Amendment is expressly  conditioned  upon the receipt by Foothill of an executed
copy of this Amendment.

      5. 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.

      6.  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


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this Amendment shall govern.  In all other respects,  the Agreement,  as amended
and supplemented hereby, shall remain in full force and effect.

      7.  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.

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      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:    /s/ [ILLEGIBLE]
                                              ----------------------------------

                                       Title: Senior Vice President

                                       PORTA SYSTEMS CORP.,
                                       a Delaware corporation

                                       By:    /s/ Michael [ILLEGIBLE]
                                              ----------------------------------

                                       Title:


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