Exhibit 4.9

                  AMENDMENT NUMBER FIVE TO AMENDED AND RESTATED
                          LOAN AND SECURITY AGREEMENT

      This  Amendment  Number Five to Amended  and  Restated  Loan and  Security
Agreement  ("Amendment")  is  entered  into  as of May 10,  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  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. AMENDMENTS.

            (a)  The  definition  of  "New  Term  Loan"  in  Section  1.1 of the
Agreement is amended to read as follows:

            "New Term Loan" means that certain term loan in the principal amount
      of up to  $2,250,000  which  is  evidenced  by that  certain  Amended  and
      Restated  Secured  Promissory  Note,  dated  May 10,  2002  (the "New Term
      Note"), a copy of which is attached hereto as Exhibit A.

            (b) Section 2.3(a) 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;
      provided,  however,  that all draw monies in excess to $1,500,000 shall be
      made solely in the absolute discretion of Foothill.  Such budgets shall be
      submitted to Foothill on Friday  before Noon for funding on the  following
      Monday.

      3. EXHIBIT. Exhibit "A" hereto is hereby added to the Agreement.

      4.  REPRESENTATIONS  AND  WARRANTIES.  Borrower hereby affirms to Foothill
that (a) all of  Borrower's  representations  and  warranties  set  forth in the
Agreement

<PAGE>

(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.

      5. CONDITIONS PRECEDENT AND SUBSEQUENT.

            (a) The  effectiveness  of this  Amendment is expressly  conditioned
upon the receipt by Foothill of:

                  (i)   an executed copy of this Amendment, and

                  (ii)  the New Term Note.

      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.

            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/ [ILLEGIBLE]
                                              ----------------------------------
                                       Title:


<PAGE>

                              AMENDED AND RESTATED
                             SECURED PROMISSORY NOTE

$2,250,000                                               Los Angeles, California
                                                                    May 10, 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 $2,250,000 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 Amended and Restated  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 rights 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. Amendment and Restatement.

            This  Note  amends,  restates  and  replaces  that  certain  Secured
Promissory  Note in the  principal  amount of  $1,500,000,  dated March 1, 2002,
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 THE  HOLDER,  SHALL BE  DETERMINED
UNDER, GOVERNED BY, AND CONSTRUED


                                    Exhibit A
                                        2

<PAGE>

IN ACCORDANCE WITH THE INTERNAL LAWS OF TEE 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  FEDERAL  COURTS
LOCATED  IN THE  COUNTY OF LOS  ANGELES,  STATE OF  CALIFORNIA,  OR, AT THE SOLE
OPTION OF THE  HOLDER,  IN THE STATE OF NEW YORK OR IN 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, THE 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  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:  [ILLEGIBLE]
                                              ----------------------------------


                                    Exhibit A
                                        3