Exhibit
10.4

    


    AMENDMENT
TO EMPLOYMENT AGREEMENT

    


    THIS AMENDMENT TO EMPLOYMENT
AGREEMENT (this “Amendment”), made and entered into as of
April 1, 2008, by and between Porta Systems Corp., a Delaware corporation (the
"Company"), and Edward B. Kornfeld (the "Executive").  Capitalized
terms not defined herein shall have the meanings set forth in the Employment
Agreement, as defined hereunder.

    


    WHEREAS, the Executive is
employed by the Company in a senior management position and the Company wishes
to continue to employ the Executive upon the terms and conditions set forth in
this Agreement; and

    


    WHEREAS, the Executive and the
Company entered into an Employment Agreement, dated April 1, 2007 ( the
“Employment Agreement”); and

    


    WHEREAS, the Executive and
Company wish to modify the Employment Agreement, as set forth in this
Amendment.

    


    NOW, THEREFORE, in
consideration of the foregoing and the mutual promises and agreements
hereinafter set forth, the Company and the Executive agree as
follows:

    


    Paragraph 4(c) of the Employment
Agreement, setting forth provisions in the event of termination for reasons
other than Cause is deleted and replaced in its entirety by the
following:

    


    4.          
 TERMINATION OF EMPLOYMENT.

    


    (c)           The
Company may at any time at its option, exercised by not less than 10 days’
written notice to the Executive (or pay in lieu thereof), terminate his
Employment prior to the expiration of the Term other than for Cause, provided
that, if the Company so terminates the Executive’s employment other than for
Cause, the Executive shall be entitled to continue to receive, as severance,
payment of Salary at the most recent annual rate in effect prior to the date of
such termination for a period of twenty-four (24) months following the date of
such termination of employment, and provided further that the amount of
severance payable under this Section 4(c) shall continue to be paid in the event
of the Executive’s death after termination of his Employment. If the annual
bonus payable to the Executive has already been determined by the Company at the
time his employment is terminated other than for Cause, the Executive shall
receive a bonus payment in such amount following his termination of employment.
In all other circumstances, no bonus shall be payable to the Executive under
this Section 4(c) following his termination of employment. The Company shall
continue to pay insurance premiums for the same medical and dental health care
benefits to which the Executive was entitled prior to such termination for the
period of time permitted under the relevant policy but no longer than the period
of such salary continuance, provided that the Company’s medical and dental
health carrier or carriers are willing to continue to provide such coverage upon
the payment of such premium or premiums.  The failure of the Company
not to renew or extend this Agreement shall not entitle the Executive to the
severance referred to above.

    


    All of
the other provisions of the Employment Agreement remain in full force and
effect.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties have executed and delivered this Agreement as of the date first above
written.

    


    
      
        	
                PORTA
      SYSTEMS CORP.

              	 
      
	 
      	 
      
	
                By:

              	
                /s/ Michael Tancredi

              	 
      
	 
      	
                Michael
      Tancredi

              	 
      
	 
      	
                Senior
      Vice President, Secretary and Treasurer

              	 
      
	 
      	 
      	 
      
	
                /s/ Edward B. Kornfeld

              	 
      
	
                Edward
      B. Kornfeld

              	 
      


      

    


    
      
         


      

      
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