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                                                                   EXHIBIT 10.57

                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is entered into by and
between MICHAEL S. WARD ("YOU") and PARADYNE CORPORATION, INC., a Delaware
corporation (the "COMPANY"). This agreement will become effective on the day you
begin employment with the Company, (the "EFFECTIVE DATE"), which shall occur on
today's date or a date hereafter not to exceed 30 days, at your choosing.

         WHEREAS, you wish to enter into an employment agreement setting forth
certain rights and benefits regarding your employment by the Company;

         WHEREAS, you are willing to commence your employment based on your
particular qualifications, on the condition that the Company enter into this
Agreement and perform all of its responsibilities hereunder; and

         WHEREAS, you will receive substantial benefits from the entry into this
Agreement by the Company, and agree that you should fully perform all of your
responsibilities and duties and strictly observe all of your obligations
hereunder.

         NOW, THEREFORE, in consideration of your employment by the Company and
the compensation to be paid by the Company to you in accordance with this
Agreement and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, you and the Company hereby agree as
follows:

1.       POSITION AND RESPONSIBILITIES

         (A)      POSITION. In accordance with this agreement, the Company
                  agrees to employ you throughout the Term (defined below) as
                  its Sr. Vice President, Worldwide Sales. You shall report
                  directly to the Company's Chief Executive Officer ("CEO") and
                  will be responsible for providing direction and management for
                  the sales and service organizations of the Company.

         (B)      RESPONSIBILITIES. You shall provide your full business efforts
                  and time to the Company and perform the duties and
                  responsibilities assigned to you in accordance with the
                  standards and policies that the CEO may establish from time to
                  time. You will be assigned a reasonable annual sales quota in
                  accordance with Company requirements. You shall not render
                  services to any other person or entity without prior consent
                  from the CEO or other authorized individual.

2.       TERM OF EMPLOYMENT

                  The Company agrees to continue your employment, and you agree
                  to remain in Employment with the Company, from the Effective
                  Date until the date your employment terminates pursuant to
                  this Agreement. The term of this Agreement is one (1) year
                  with automatic daily extensions.

3.       COMPENSATION

         (A)      BASE COMPENSATION. Your Base Compensation shall be at the
                  annual rate of $200,000 and will be increased at the
                  discretion of the CEO in accordance with performance criteria
                  to be agreed upon.


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         (B)      COMMISSIONS. You shall be eligible for target annual
                  commissions of $100,000 upon successful completion of your
                  annual quota. The annual quota for FY 2002 will be $143M,
                  subject to change at the discretion of the CEO. These
                  commissions are to be paid on a monthly basis as shipments are
                  recognized in accordance with your basic commission rate
                  (BCR). The BCR is calculated by dividing the target commission
                  amount by the annual quota. Additionally, your base commission
                  rate will double for all amounts exceeding your annual quota.
                  You will also be eligible for a Quarterly Objective Bonus of
                  $12,500 based on you meeting your quarterly objective.
                  Commission payment will be paid in accordance to Company
                  compensation plan.

         (C)      STRETCH QUOTA BONUS. You will be awarded a Stretch Quota Bonus
                  of $100,000 if you achieve the stretch quota revenue target
                  set by the CEO. The stretch quota revenue target will be $200M
                  for FY 2002.

         (D)      STOCK OPTIONS. On the Effective Date of this Agreement you
                  will be granted an option to purchase 550,000 shares of Common
                  Stock of the Company. The strike price on 400,000 shares will
                  be at fair market value and the strike price of the remaining
                  150,000 shares will be at $1.00. These options will vest in
                  total over four years. The first vesting will occur one year
                  from the date of grant at 25%, with the remaining 75% vesting
                  quarterly thereafter. However, (A) immediately prior to the
                  occurrence of a Change in Control, the unvested options will
                  automatically vest as to those shares that would have vested
                  in the 12-month period immediately following the Change in
                  Control if such Change in Control had not occurred, and (B)
                  if, at any time within one year following a Change in Control,
                  you voluntarily resign for Good Reason or if you are
                  terminated by the Company without Cause, then the unvested
                  portion of the options will automatically vest as to those
                  shares that would have vested in the 24 month period
                  immediately following the Change in Control if such Change in
                  Control had not occurred. Upon termination of employment due
                  to death, disability or retirement, or termination without
                  Cause or voluntary resignation for any reason, such options,
                  to the extent exercisable as of the date of termination, will
                  remain exercisable for six (6) months. Annually, and from time
                  to time, you may receive additional options from the CEO or
                  compensation committee.

4.       EMPLOYEE BENEFITS

         (A)      IN GENERAL. Except as otherwise provided in this Agreement,
                  you are entitled to participate in all incentive, savings,
                  retirement, health and insurance plans provided by the Company
                  to its senior executive officers generally.

         (B)      VACATION. You shall be entitled to paid time off ("PTO") in an
                  amount each year equal to other senior executive officers in
                  the Company in addition to holidays and time off as specified
                  by Company policy.

5.       TERMINATION OF EMPLOYMENT. Termination of your employment may occur
         under any of the following circumstances:

         (A)      COMPANY'S TERMINATION OF EMPLOYMENT. The Company has the right
                  to terminate your employment at any time, with or without
                  Cause. For all purposes under this Agreement, "Cause" shall
                  mean:

                  i.       A willful failure by you to substantially perform
                           your duties and responsibilities in accordance with
                           this Agreement, other than failure resulting from
                           your complete or partial incapacity due to physical
                           or mental illness or impairment; and

                 ii.       A willful act by you, misconduct or negligence in the
                           performance of duties and responsibilities as an
                           employee;

                iii.       Willful violation of any law, rule or regulation or
                           any cease-and-desist order relating to the operation
                           of the business of the Company; or


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                 iv.       Conviction of, or plea of "guilty" or "no contest"
                           to, a felony or a crime involving moral turpitude.

         No act, or failure to act, by you shall be considered "willful" unless
         committed without good faith and without a reasonable belief that the
         act or omission was lawful and in the Company's best interest.

         (B)      YOUR TERMINATION OF EMPLOYMENT. You have the right to
                  terminate your employment with the Company at any time. You
                  agree to provide thirty (30) days prior written notice to the
                  Company of termination of your employment. The Company may
                  select any date prior to the end of the notice period as the
                  date your employment will terminate.

         (C)      DEATH, RETIREMENT, OR DISABILITY. Your employment will
                  terminate immediately upon your Death or Retirement during the
                  Employment Period. In addition, this agreement will terminate
                  without further obligations to your or your legal
                  representatives, except for payment of any accrued
                  obligations, which will be paid to your or your estate or
                  beneficiary as applicable. However, you or your estate and/or
                  beneficiaries will be entitled to receive, benefits under such
                  plans, relating to death, disability or retirement benefits,
                  if any, as are applicable to you on the date of termination.
                  Retirement shall mean normal retirement as defined in the
                  Company's then current retirement plan. In the event of
                  Disability, if the Company determines in good faith that your
                  Disability has occurred during the Employment Period, it may
                  give written notice of its intention to terminate your
                  employment. In such event, employment will terminate effective
                  on the 30th day after your receipt of such written notice,
                  provided that, within the 30 days after such receipt, you have
                  not returned to full-time performance of your duties.
                  Disability shall mean the inability of you to perform the
                  essential functions of your regular duties and
                  responsibilities, with or without reasonable accommodation,
                  due to a medically determinable physical or mental illness
                  which has lasted (or can reasonably be expected to last) for a
                  period of six consecutive months.

         (D)      SEVERANCE PAYMENTS. If, during the employment period, the
                  Company terminates your employment other than for cause or
                  disability, or if you resign for Good Reason within 90 days
                  after the occurrence of the event giving rise to Good Reason,
                  then upon execution of a Release (in substantially the form of
                  the Exhibit A hereto, you will receive:

                  i.       A lump sum severance payment equal to twelve (12)
                           months base salary in effect as of the date of
                           termination.

                 ii.       Payment of premiums for COBRA continuation for
                           medical and dental benefits for your and your covered
                           dependents, for a period not to exceed 12 months.
                           Such obligation will terminate in the event you
                           obtain other employment that provides such benefits
                           to you.

         (E)      "GOOD REASON" means that:

                  i.       Your compensation terms as contained herein, have
                           been materially reduced;

                 ii.       Your position, duties, or responsibilities have been
                           materially reduced;

                iii.       The Corporation has not paid you when due any salary,
                           bonus, commission, or other material benefit due you.

         6.       INDEMNIFICATION. During the Term and at all times thereafter,
                  the Company shall indemnify you from any claims or actions
                  based upon any acts or omissions, or alleged acts or
                  omissions, by you which arise out of or related to your
                  employment with the Company. You shall be a beneficiary of any
                  directors' or officers' liability insurance policy maintained
                  by the Company.

         7.       MISCELLANEOUS PROVISIONS.


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         (A)      NOTICES. Unless otherwise provided herein, any notice or other
                  information to be provided to the Company will be made in
                  writing to the CEO. Any notice or other information to be
                  provided to you will be sent overnight delivery with receipt
                  acknowledgement to your home address of 407 S. Royal Palm Way
                  Tampa, FL 33609

         (B)      WAIVER. No provision of this Agreement shall be modified,
                  waived or discharged unless the modification, waiver or
                  discharge is agreed to in writing and signed by you and by an
                  authorized officer of the Company. No waiver by either party
                  of any breach of, or of compliance with, any condition or
                  provision of this Agreement by the other party shall be
                  considered a waiver of any other condition or provision or of
                  the same condition or provision at another time.

         (C)      SEVERABILITY. The invalidity or unenforceability of any
                  provision or provisions of this Agreement shall not affect the
                  validity or enforceability of any other provision hereof,
                  which shall remain in full force and effect.

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case
of the Company by its authorized officer, as of the day and year set forth under
their signatures below



PARADYNE NETWORKS, INC.                   MICHAEL S. WARD

BY: /s/ Patrick Murphy                    /s/ Michael S. Ward

Name:  Patrick Murphy                    407 S. Royal Palm Way
                                          Tampa, FL 33609
Title: Chief Financial Officer

Date: January 17, 2002                    Date: January 17, 2002


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