AUTHORIZATION LETTER

July 30, 2004



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
ATTN:  Filing Desk

To Whom It May Concern:

By means of this letter I authorize Patrick M. Murphy,
Sean E. Belanger and Barry Black, or any of them
individually, to sign on my behalf all forms required
under Section 16(a) of the Securities Exchange Act of
1934, as amended, relating to transactions involving the
stock or derivative securities of Paradyne Networks, Inc.
(the "Company").  Either such individual is accordingly
authorized to sign any Form 3, Form 4, Form 5 or amendment
thereto and any Form 13D or 13G which I am required to
file with the same effect as if I had signed them myself.

This authorization shall remain in effect until revoked in
writing by me.

Yours truly,



______________________________
Scott Chandler
POWER OF ATTORNEY


	Know all by these presents, that the undersigned hereby
authorizes Patrick M. Murphy, Sean E. Belanger and Barry Black,
to execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer or director of the Company,
Forms 3, 4 and 5, and any Amendments thereto, and any Form
13D or 13G, and cause such form(s) to be filed with the
United States Securities and Exchange Commission
pursuant to Section 16(a) of the Securities Act of 1934,
relating to the undersigned's beneficial ownership of
securities in the Company.  The undersigned hereby grants
to each such attorney-in-fact full power and authority to do
and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any
of the rights and powers herein granted, as fully to
all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution
or revocation, hereby ratifying and confirming all that
such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue
of this power of attorney and the rights and powers
herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is
the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
	This Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to
file Forms 3, 4, 5, 13G and 13D with respect to the
undersigned's holdings of, and transactions in, securities
 issued by the Company,
unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
	IN WITNESS WHEREOF, the undersigned
has caused this Power of Attorney to be executed as
of this 30th day of July, 2004.
____________________________
Scott Chandler