[EXECUTION COPY] AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT

Exhibit 2.1

[EXECUTION COPY]

AMENDMENT NO. 1 TO
ASSET PURCHASE AGREEMENT

     This Amendment No. 1 to the Asset Purchase Agreement (the "Amendment") is made and entered into as of January 25, 2007 (the "Effective Date") by and between Verso Technologies Inc., a Minnesota corporation ("Buyer") , Paradyne Networks, Inc., a Delaware corporation ("Seller") , and Zhone Technologies, Inc., a Delaware corporation ("Zhone") , for the purpose of amending that certain Asset Purchase Agreement dated as of December 29, 2006 (the "Purchase Agreement") by and between Buyer, Seller, and for the limited purposes stated therein, Zhone, and certain exhibits and schedules thereto. Capitalized terms not defined herein shall have the meanings given to them in the Purchase Agreement.

RECITALS

     WHEREAS, the parties desire to amend the Purchase Agreement on the terms and conditions set forth herein.

AGREEMENT

     NOW, THEREFORE, the parties hereto agree as follows:

     1.      Amendments to Purchase Agreement . The parties hereby amend the Purchase Agreement as follows:

               (A)      Purchase Price . The definition of "IP Payment Date" in clause (b) of Section 2.3 is hereby changed from "January 19, 2007" to "January 31, 2007" such that clause (b) now reads as follows:

          "(b)      On January 31, 2007 (the "IP Payment Date"), cash in the amount of One Million Five Hundred Thousand Dollars ($1,500,000), payable by wire transfer to an account designated by Seller not later than two (2) business days prior to the IP Payment Date (the "IP Payment"); and"

                (B)      Covenant Not to Compete . The first paragraph of Section 9.5 is hereby amended and replaced in its entirety to read as follows:

     "9.5 Covenant Not to Compete . For the period from the Closing Date until two (2) years from the Closing Date (the " Noncompete Period "), without the prior written consent of Buyer, neither Zhone nor Seller shall (and shall cause each of its respective controlled affiliates not to) (collectively, the " Noncompete Parties" ), on a worldwide basis, directly or indirectly, own, manage, operate or control any business or entity that engages in the design, manufacture or marketing of (a) any products or services provided by the Business as of the Closing Date or (b) any products or services substantially equivalent in form, fit and function to such products or services of the Business ( "