Exhibit
10.7

    


    
      	 
      	 
      	
              Warrant
      to Purchase

              **
      201,093 **

              Shares
      of Common Stock

            


    

    


    NEITHER
THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY STATE SECURITIES LAWS, AND NEITHER THIS WARRANT NOR SUCH SHARES MAY BE SOLD,
ENCUMBERED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT,
AND, IF AN EXEMPTION SHALL BE APPLICABLE, THE HOLDER SHALL HAVE DELIVERED AN
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.

    


    Void
after 5:30 P.M. New York City time on September 8, 2013

    


    COMMON
STOCK PURCHASE WARRANT

    OF

    PORTA
SYSTEMS CORP.

    


    This is to certify that, FOR VALUE
RECEIVED, ADVICORP, PLC or registered assigns (“Holder”), is entitled to
purchase, on the terms and subject to the provisions of this Warrant, from Porta
Systems Corp., a Delaware corporation (the “Company”), two hundred one thousand
and ninety three (201,093) shares of the common stock, par value $.01 per share
(“Common Stock”), of the Company at an exercise price (the “Exercise
Price”)  per share of 10/100 dollars ($0.10), at any time during the
period (the “Exercise Period”) commencing on the date of this Warrant and ending
at 5:30 P.M. New York City time on September 8, 2013; provided, however, that if
such date is a day on which banking institutions in the State of New York are
authorized by law to close, then on the next succeeding day on which such banks
are not authorized to be closed.

    


    (a)           EXERCISE
OF WARRANT.  This Warrant may be exercised in whole at any time or in
part from time to time during the Exercise Period by presentation and surrender
of this Warrant to the Company at its principal office, or at the office of its
stock transfer agent, if any, with the Purchase Form annexed hereto duly
executed and accompanied by payment of the Exercise Price for the number of
shares of Common stock specified in such form.  Payment of the
Exercise Price shall be made by wire transfer or check (subject to collection)
in the amount of the Exercise Price payable to the order of the
Company.  If this Warrant should be exercised in part only, the
Company shall, upon surrender of this Warrant for cancellation, execute and
deliver a new Warrant evidencing the rights of the Holder to purchase the
balance of the shares of Common Stock purchasable hereunder.  Upon
receipt by the Company of this Warrant at its office, or by the stock transfer
agent of the Company at its office, in proper form for exercise, accompanied by
payment of the Exercise Price as provided in this Paragraph (a), the Holder
shall be deemed to be the holder of record of the shares of Common Stock
issuable upon such exercise, notwithstanding that the stock transfer books of
the Company shall then be closed or that certificates representing such shares
of Common Stock shall not then be actually delivered to the Holder; provided,
however, that if payment is made other than by wire transfer of funds, the
shares of Common Stock issuable upon exercise of this Warrant shall not be
deemed issued until the Company has been advised by its bank that the check has
cleared.  The shares of Common Stock issued or issuable upon exercise
of this Warrant are referred to as the “Warrant Shares”.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    (b)           RESERVATION
OF SHARES.  The Company hereby agrees that at all times there shall be
reserved for issuance and/or delivery upon exercise of this Warrant such number
of shares of Common Stock as shall be required for issuance and delivery upon
exercise of this Warrant.

    


    (c)           FRACTIONAL
SHARES.  No fractional shares or script representing fractional shares
shall be issued upon the exercise of this Warrant.  With respect to
any fraction of a share called for upon any exercise of this Warrant, the
Company shall issue to the Holder cash equal to the value of the fractional
share.  The value of one share, for purposes of computing fractional
share interests shall mean the current value per share of Common Stock, which
shall be determined as follows:

    


    (1)           If
the Common Stock is listed on the New York or American Stock Exchange or
admitted to unlisted trading privileges on such exchanges or listed for trading
on the Nasdaq Stock Market (“Nasdaq”) or other automated quotation system which
provides information as to the last sale price, the current value shall be the
reported last sale price of one share of Common Stock on such exchange or system
on the trading day prior to the date of exercise of this Warrant, or if, on such
date, no such sale is made, the closing bid price on such exchange or system
shall be used; or

    


    (2)           If
the Common Stock is not so listed or admitted to unlisted trading privileges,
the current value shall be the last asked price of one share of Common Stock as
reported by Nasdaq, the National Quotation Bureau, Inc. or other similar
reporting service, on the trading day prior to the date of the exercise of this
Warrant; or

    


    (3)           If
the Common Stock is not so listed or admitted to unlisted trading privileges and
bid prices are not so reported, the current value of one share of Common Stock
shall be an amount, not less than book value, determined in such reasonable
manner as may be prescribed by the Board of Directors of the
Company.

    


    (d)           EXCHANGE,
TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.  This Warrant is
exchangeable, without expense, at the option of the Holder, upon presentation
and surrender hereof to the Company or at the office of its stock transfer
agent, if any, for other Warrants of different denominations entitling the
holder thereof to purchase in the aggregate the same number of shares of Common
Stock purchasable hereunder.  Subject to the provisions of Paragraph
(j) of this Warrant, upon surrender of this Warrant to the Company or at the
office of its stock transfer agent, if any, with the Assignment Form annexed
hereto duly executed and funds sufficient to pay any transfer tax, the Company
shall, without charge, execute and deliver a new Warrant in the name of the
assignee named in such instrument of assignment and this Warrant shall promptly
be canceled.  This Warrant may be divided or combined with other
Warrants which carry the same rights upon presentation hereof at the office of
the Company or at the office of its stock transfer agent, if any, together with
a written notice specifying the names and denominations in which new Warrants
are to be issued and signed by the Holder hereof.  The term “Warrant”
as used herein includes any Warrants into which this Warrant may be divided or
exchanged.  Upon receipt by the Company of evidence satisfactory to it
of the loss, theft, destruction or mutilation of this Warrant, and (in the case
of loss, theft or destruction) of reasonably satisfactory indemnification, and
upon surrender and cancellation of this Warrant, if mutilated, the Company will
execute and deliver a new Warrant of like tenor.  Any such new Warrant
executed and delivered shall constitute an additional contractual obligation on
the part of the Company, whether or not this Warrant so lost, stolen, destroyed,
or mutilated shall be at any time enforceable by anyone.


    
      
         


      

      
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    (e)           RIGHTS
OF THE HOLDER.  The Holder shall not, by virtue of this Warrant, be
entitled to any rights of a stockholder in the Company, either at law or equity,
and the rights of the Holder are limited to those expressed in the Warrant and
are not enforceable against the Company except to the extent set forth in this
Warrant.

    


    (f)           ANTI-DILUTION
PROVISIONS.  The Exercise Price in effect at any time and the number
and kind of securities purchasable upon exercise of each Warrant shall be
subject to adjustment in case the Company shall, subsequent to September 9,
2008, (i) pay a dividend or make a distribution on its shares of Common Stock in
shares of Common Stock, (ii) subdivide or reclassify its outstanding Common
Stock into a greater number of shares, or (iii) combine or reclassify its
outstanding Common Stock into a smaller number of shares or otherwise effect a
reverse split, the Exercise Price in effect at the time of the record date for
such dividend or distribution or of the effective date of such subdivision,
combination or reclassification shall be proportionately adjusted so that the
Holder of this Warrant exercised after such date shall be entitled to receive
the aggregate number and kind of shares which, if this Warrant had been
exercised immediately prior to such time, he would have owned upon such exercise
and been entitled to receive upon such dividend, subdivision, combination or
reclassification.  Such adjustment shall be made successively whenever
any event listed in this Paragraph (f) shall occur.

    


    (g)           OFFICER’S
CERTIFICATE.  Whenever the Exercise Price shall be adjusted as
required by the provisions of Paragraph (f) of this Warrant, the Company shall
forthwith file in the custody of its Secretary or an Assistant Secretary at its
principal office and with its stock transfer agent, if any, an officer’s
certificate showing the adjusted Exercise Price and the adjusted number of
shares of Common Stock issuable upon exercise of each Warrant, determined as
herein provided, setting forth in reasonable detail the facts requiring such
adjustment, including a statement of the number of additional shares of Common
Stock, if any, and such other facts as shall be necessary to show the reason for
and the manner of computing such adjustment.  Each such officer’s
certificate shall be made available at all reasonable times for inspection by
the Holder, and the Company shall, forthwith after each such adjustment, mail by
first class mail, a copy of such certificate to the Holder at the Holder’s
address set forth in the Company’s Warrant Register.

    


    (h)           NOTICES
TO WARRANT HOLDERS.  So long as this Warrant shall be outstanding, (1)
if the Company shall pay any dividend or make any distribution upon Common Stock
(other than a regular cash dividend payable out of retained earnings) or (2) if
the Company shall offer to the holders of Common Stock for subscription or
purchase by them any share of any class or any other rights or (3) if any
capital reorganization of the Company, reclassification of the capital stock of
the Company, consolidation or merger of the Company with or into another
corporation, sale, lease or transfer of all or substantially all of the property
and assets of the Company to another corporation, or voluntary or involuntary
dissolution, liquidation or winding up of the Company shall be effected, then in
any such case, the Company shall cause to be mailed by certified mail, return
receipt requested, to the Holder, at least fifteen days prior to the date
specified in clauses (i) and (ii), as the case may be, of this Paragraph (h) a
notice containing a brief description of the proposed action and stating the
date on which (i) a record is to be taken for the purpose of such dividend,
distribution or rights, or (ii) such reclassification, reorganization,
consolidation, merger, conveyance, lease, dissolution, liquidation or winding up
is to take place and the date, if any is to be fixed, as of which the holders of
Common Stock or other securities shall receive cash or other property
deliverable upon such reclassification, reorganization, consolidation, merger,
conveyance, dissolution, liquidation or winding up.


    
      
         


      

      
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    (i)           RECLASSIFICATION,
REORGANIZATION OR MERGER.  In case of any reclassification, capital
reorganization or other change of the outstanding shares of Common Stock of the
Company, or in case of any consolidation or merger of the Company with or into
another corporation (other than a merger in which the Company is the continuing
corporation and which does not result in any reclassification, capital
reorganization or other change of outstanding shares of Common Stock of the
class issuable upon exercise of this Warrant) or in case of any sale, lease or
conveyance to another corporation of the property of the Company as an entirety,
the Company shall, as a condition precedent to such transaction, cause effective
provisions to be made so that the Holder shall have the right thereafter by
exercising this Warrant, to purchase the kind and amount of shares of stock and
other securities and property receivable upon such reclassification, capital
reorganization and other change, consolidation, merger, sale or conveyance by a
holder of the number of shares of Common Stock which might have been purchased
upon exercise of this Warrant immediately prior to such reclassification,
change, consolidation, merger, sale or conveyance.   Any such
provision shall include provision for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this
Warrant.  The foregoing provisions of this Paragraph (i) shall
similarly apply to successive reclassifications, capital reorganizations and
changes of shares of Common Stock and to successive consolidations, mergers,
sales or conveyances.

    


    (j)           TRANSFER
TO COMPLY WITH THE SECURITIES ACT.  This Warrant or the Warrant Shares
or any other security issued or issuable upon exercise of this Warrant may not
be sold or otherwise disposed of except to a person who, in the reasonable
opinion of counsel for the Company, is a person to whom this Warrant or Warrant
Shares may legally be transferred without registration and without the delivery
of a current prospectus under the Securities Act and in compliance with
applicable state securities laws with respect thereto and then only against
receipt of an opinion of counsel to the Holder and an agreement of the proposed
transferee to comply with the provisions of this Paragraph (j) with respect to
any resale or other disposition of such securities which agreement shall be
satisfactory in form and substance to the Company and its counsel.

    


    Dated as
of September 9, 2008

    


    
      
        	
                PORTA
      SYSTEMS CORP.

              
	 
      	 
      
	
                By:

              	
                /s/ Edward B. Kornfeld

              
	 
      	
                Edward
      B. Kornfeld

              
	 
      	
                Chief
      Executive Officer and

              
	 
      	
                Chief
      Financial Officer

              


      

    


    
      
         


      

      
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    PURCHASE
FORM

    


    Dated:_____________,
20___

    


    The
undersigned hereby irrevocably exercises this Warrant to the extent of
purchasing ___________ shares of Common Stock and hereby makes payment of
$______________in payment of the Exercise Price therefor.

    


    INSTRUCTIONS FOR
REGISTRATION OF STOCK

    


    Name:  ________________________________________________________

    (Please typewrite or print in block
letters)

    


    Signature:
______________________________________________________ 

    


    Social
Security or Employer Identification No.:_________________________ 

    


    ASSIGNMENT
FORM

    


    FOR VALUE
RECEIVED, _____________________________hereby sells, assigns and transfers
unto

    


    Name:  _______________________________________________________

    (Please typewrite or print in block
letters)

    


    Address:  _____________________________________________________

    


              
     _____________________________________________________


    


    Social
Security or Employer Identification No.________________________ 

    


    the right
to purchase Common Stock represented by this Warrant to the extent of
__________shares as to
which such right is exercisable and does hereby irrevocably constitute and
appoint attorney to transfer the same on the books of the Company with full
power of substitution.

    


    Dated:
______________, 20___

    


    
      
        
          	
                    

                
	
                  Signature

                


        

      



    Signature
Medallion Guaranteed:


    
      
         


      

      
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