<PAGE>   1
                                                                   Exhibit 10.47


                      FIRST AMENDMENT AND CONSENT AGREEMENT


         THIS FIRST AMENDMENT AND CONSENT AGREEMENT ("Amendment"), dated as of
August 25, 1997, is made by and among BANKAMERICA BUSINESS CREDIT, INC., a
Delaware corporation ("Lender") and PARADYNE CORPORATION, a Delaware corporation
("Borrower").


                                R E C I T A L S:


         1. Lender and Borrower are parties to that certain Loan and Security
agreement dated as of July 31, 1996 (as amended by this Amendment and as may be
further amended from time to time, (the "Loan Agreement"), pursuant to which
Lender extended credit to Borrower; and

         2. Borrower has requested that Lender enter into this Amendment and
provide certain consents, as required by the Loan Agreement and the other Loan
Documents (as defined in the Loan Agreement), all as set forth in greater
detail below;

         NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties covenant
and agree as follows:

                                   AGREEMENT:

         1. Defined Terms. Capitalized terms used herein without definition
shall have the respective meanings set forth in the Loan Agreement.

         2. Amendments to Loan Agreement. Effective upon Lender's application of
the cash proceeds received pursuant to Section 3(c) below (except that the
amendment described in Section 2(c) below shall be effective upon the Effective
Date (as defined in Section 5 below)):

            (a) Section 1.1 of the Loan Agreement is hereby amended by deleting
subsection (i) of subparagraph (b) in the definition of "Availability" in its
entirety, and inserting in its place the following:

                "(i) eighty-five percent (85%) of the Net Amount of Eligible
            Accounts, and"

            (b) Section 1.1 of the Loan Agreement is hereby amended by deleting
subparagraph (a) in the definition of "Reserve Calculation Amount" in its
entirety, and inserting in its place the following:




                                       1
<PAGE>   2

                "(a) the Net Amount of Eligible Accounts as of such date
            multiplied by the Percentage, if any, by which the actual dilution
            of all Accounts over the previous twelve (12) month period exceeds
            five percent (5%); and"

            (c) Section 10.17 of the Loan Agreement is hereby amended by
deleting such section in its entirety, and inserting in its place the following:

                "10.17 New Subsidiaries. The Borrower shall not, directly or
            indirectly, organize or acquire any Subsidiary other than (a) a
            wholly-owned "commission" Foreign Sales Corporation to act as an
            international marketing agent for Borrower, provided that such
            Subsidiary will never hold title or exert ownership control over any
            of the Collateral and that such Subsidiary will execute a guaranty
            in form and substance satisfactory to the Lender guaranteeing the
            Obligations of the Borrower, and (b) a Subsidiary to engage in the
            XDSL modem and associated product business (the "Broadband
            Subsidiary"), provided that upon the formation of the Broadband
            Subsidiary this Agreement shall be amended to include the Broadband
            Subsidiary as a borrower hereunder or as a guarantor of the
            Obligations as the Lender may elect, all on terms and conditions
            (including, without limitation, Liens on its assets in favor of the
            Leader) and pursuant to documentation in form and substance
            satisfactory to the Lender."

         3. Consents by Lender

            (a) Pursuant to Section 7.4(d) and any other applicable provisions
of the Loan Agreement, Lender hereby approves of and consents to the sale of
that certain technology, inventory and test equipment owned by Borrower and
transferred to Access Beyond, Inc. under the terms of that 2290 Remote Access
Gateway ("Hawk") Technology Transfer Agreement between Borrower and Access
Beyond, Inc. dated May 2, 1997.

            (b) Pursuant to Section 7.4(d) and any other applicable provisions
of the Loan Agreement, Lender hereby approves of and consents to the sale of
that certain used equipment owned by Borrower and transferred to Telcor
Communications Inc. ("Telcor") under the terms of that certain Agreement for the
Sale and Purchase of Paradyne Corporation's Used Equipment dated June 27, 1997
(the "Telcor Agreement")" provided that (i) Borrower files such Uniform
Commercial Code financing statements and takes such further action as may be
necessary in order to perfect with first priority the security interest granted
to it by Telcor in paragraph 4.2 of the Telcor Agreement, and (ii) Borrower
files assignments of such financing statements and takes such further action as
Lender may require to reflect of record Lender's status as assignee, and to
perfect with first priority Lender's security interest in the obligations owing
by Telcor to Borrower under the Telcor Agreement.




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<PAGE>   3

            (c) Pursuant to Sections 7.4(d), 10.7, 10.13(g) and any other
applicable provisions of the Loan Agreement, Lender hereby approves of and
consents to the Borrower's sale to Rental Acquisition Corp. ("RentalCo") of the
lease receivables and fixed assets described in that certain Rental Co /
Paradyne Asset Purchase Agreement between Borrower and RentalCo dated as of
August 29, 1997, for a purchase price in cash for such lease receivables of the
greater of their net book value or $2,000,000, and a purchase price in cash for
such fixed assets of $300,000; provided that the cash proceeds so received are
applied as a payment of the Revolving Loans under the Loan Agreement.

            (d) Lender agrees to execute and deliver such instruments or
agreements as may be necessary to effect a release of Lender's security interest
in the Collateral transferred under the transactions described in Sections 3(a),
(b) and (c) herein.

            (e) Pursuant to Section 10.11(f), 10.12 and 10.13 of the Loan
Agreement, Lender hereby approves of and consents to a $5,000,000 loan from
Paradyne Partners, L.P. to Borrower (the "Partners Loan") on the terms set forth
in the Subordinated Revolving Promissory Note dated August 25, 1997 (a copy of
which is attached hereto as Exhibit A), provided that such Partners Loan will
be an unsecured loan and subordinated to the Obligations by the terms of that
certain Subordination Agreement executed by the Borrower, Lender and Paradyne
Partners, L.P. substantially in the form of that attached hereto as Exhibit B.

         4. Representations and Warranties. The Borrower hereby represents and
warrants to Lender as follows:

            (a) The execution, delivery and performance by the Borrower of this
Amendment have been duly authorized by all necessary corporate and other Action
and do not and will not (i) require any registration with, consent or approval
of, notice to or action by, any person (including any governmental authority)
in order to be effective and enforceable, (ii) contravene the terms of the
Borrower's Certificate of Incorporation or bylaws, or (iii) conflict with, or
result in any breach or contravention of, any other document to which the
Borrower is a party or any order, injunction, writ or decree of any governmental
authority to which the Borrower or its property is subject. The Loan Agreement
as amended by this Amendment constitutes a legal, valid and binding obligation
of the Borrower, enforceable against the Borrower in accordance with its
respective terms, without defense, counterclaim or offset.

            (b) True and correct copies of the agreements referred to in
Sections 3(a), (b) and (c) hereof, have been delivered by the Borrower to the
Lender.

            (c) All representations and warranties of the Borrower contained in
the Loan Agreement and the other Loan Documents are true and correct as though
made on and as of the date hereof (except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were
true and correct as of such




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<PAGE>   4

earlier date, and except as specifically disclosed in the quarterly
representations of the Borrower's Chief Financial Officer).

         5. Effective Date. This Amendment will become effective as of the date
that each of the following conditions precedent has been satisfied (the
"Effective Date"):

            (a) The Lender shall have received from the Borrower an original or
counterpart copies of this Amendment duly executed by the Borrower and Paradyne
Canada, Ltd.

            (b) All representations and warranties contained herein and in the
Loan Agreement and other Loan Documents are true and correct as of the date that
the original or counterpart copies referred to in Section 5(a) are received by
Lender (except to the extent such representations and warranties specifically
relate to an earlier date, in which case they were true and correct as of such
earlier date, and except as specifically disclosed in the quarterly
representations of the Borrower's Chief Financial Officer), and no Event of
Default exists as of the date such original or counterpart copies are received
by Lender.

         6. Miscellaneous.

            (a) This Amendment shall be binding upon and shall inure to the
benefit of the parties hereto and each of their respective successors and
assigns.

            (b) This Amendment shall be governed by and construed in accordance
with the law of the State of California.

            (c) This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which, when taken
together, shall be deemed to constitute but one and the same instrument.

            (e) This Amendment, together with the Loan Agreement and the other
Loan Documents, contains the entire and exclusive agreement of the parties
hereto with reference to the matters discussed herein and therein, and cannot be
amended, modified or supplemented except by an instrument in writing executed by
each party hereto. This Amendment supersedes all prior drafts and communications
with respect thereto.

            (f) If any term or provision of this Amendment shall be deemed
prohibited by or invalid under any applicable law, such provision shall be
invalidated without affecting the remaining provisions of this Amendment or the
Loan Agreement, respectively.

            (g) Without limiting any provisions of any of the Loan Documents:
(i) Borrower agrees to pay on demand all costs and expenses of Lender in
connection with the preparation, execution, delivery and enforcement of this
Amendment, including,




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<PAGE>   5

without limitation, the reasonable fees and expenses of counsel for Lender
with respect thereto and with respect to advising Lender as to its rights and
responsibilities hereunder; and (ii) Borrower, agrees to execute and deliver
such instruments and documents and take such other action as Lender shall deem
necessary or advisable in order to carry out the intent of this Amendment.

            (h) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of Lender under the Loan Documents, nor constitute a
waiver of any provisions of the Loan Documents. The Loan Documents are and
shall continue to be in full force and effect and are hereby in all respects
ratified and confirmed.

         IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Amendment as to the date first above written.


                                    BANKAMERICA BUSINESS CREDIT, INC.


                                    By: /s/ Gary Whitaker
                                    ---------------------------------
                                    Name:  Gary Whitaker
                                    Title: VP


                                    PARADYNE CORPORATION


                                    By: /s/ Patrick Murphy
                                    ---------------------------------
                                    Name:  Patrick Murphy
                                    Title: CFO


         The undersigned, Paradyne Canada, Ltd. ("Guarantor"), hereby
acknowledges the terms and conditions agreed to by Lender and Borrower under the
foregoing Amendment, and affirms and agrees that (a) the execution and delivery
by the Borrower and that performance of this Amendment shall not in any way
amend, impair, invalidate or otherwise affect any of the obligations of
Guarantor or the rights of the Lender under that certain Guaranty executed by
Guarantor for the benefit of the Lender on July 31, 1996 ("Guaranty"), or any
other document or instrument made or given by




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<PAGE>   6

Guarantor in connection therewith, (b) the term "Indebtedness" as used in the
Guaranty includes, without limitation, the Obligations of the Borrower under the
Loan Agreement as amended by this Amendment, and (c) the Guaranty remains in
full force and effect and is in all respects ratified and confirmed.


                                    PARADYNE CANADA, LTD.


                                    By: /s/ Patrick Murphy
                                    ---------------------------------
                                    Name:   Patrick Murphy
                                    Title:  VP















                                       6
<PAGE>   7

                                   EXHIBIT A

                     SUBORDINATED REVOLVING PROMISSORY NOTE


$5,000.000                                                Dated: August 25, 1997


         FOR VALUE RECEIVED, the undersigned. PARADYNE CORPORATION, a Delaware
corporation (the "Company"), hereby promises to pay to the order of PARADYNE
PARTNERS, L.P., a Delaware limited partnership ("Partnership"), or to any other
holder of this Note (Partnership or such other holder being the "Payee"), the
principal amount of FIVE MILLION UNITED STATES DOLLARS (U.S. $5,000,000) on
August 25, 2002 (the "Maturity Date"). Subject to the terms and conditions of
this Note, amounts borrowed pursuant to this Note may be repaid and reborrowed
at any time during the term of this Note. Both principal and interest hereunder
are payable in lawful money of the United States of America to the Payee at its
principal place of business at 201 Main Street, Suite 2420, Fort Worth, Texas
76102, or at such other place as the Payee may designate from time to time in
writing (such principal place of business or other place being the "Payment
Place"), in cash or other immediately available funds. Unless otherwise defined
in the text of this Note, capitalized terms used herein shall have the meaning
ascribed 'to such terms in SECTION 10.

         SECTION 1. INTEREST. The Company hereby promises to pay interest on the
unpaid principal amount of this Note from the date hereof until this Note shall
be paid in full in cash or other immediately available funds at the Applicable
Rate, payable on the last calendar day of each month during the term hereof (the
"Payment Date"), and computed on the basis of a year, of 365/6 days for the
actual number of days elapsed. Interest accruing pursuant to this SECTION 1 on
the unpaid principal amount of this Note from and after the date hereof shall be
payable in lawful money of the United States of America, in cash or other
immediately available funds, to the Payee at the Payment Place. If the Payment
Date or other date fixed for payment hereunder is not a Business Day, such
payment date shall be extended to the next succeeding Business Day, and during
any such extension, interest on the unpaid principal amount of this Note shall
accrue and be payable at the Applicable Rate as set forth in this SECTION 1.

         SECTION 2. PAYMENT OF PRINCIPAL.

         (a) SCHEDULED PAYMENT. On the Maturity Date, the Company shall pay to
the Payee, in cash or other immediately available funds, the entire unpaid
principal amount of this Note plus all accrued and unpaid interest thereon.

         (b) OPTIONAL PREPAYMENT. Provided that no "Event of Default" (as
defined in that certain Loan and Security Agreement by and among BankAmerica
Business Credit, Inc. ("BABC") and the Company dated as of July 31, 1996, the
"Loan Agreement") has occurred and is continuing or will result from such
action, the Company may, at any time and from time to time, without premium or
penalty, prepay all or a portion of the unpaid principal amount of this Note,
together with unpaid accrued interest on the amount so prepaid to the date
chosen for prepayment, payable in cash or other immediately available funds.
















<PAGE>   8
         SECTION 3.        EVENTS OF DEFAULT.

         (a)      For purposes of this Note, an "Event of Default" shall be
deemed to have occurred upon:

                  (i)      any failure by the Company to pay all or any portion
of principal or interest under this Note when the same shall be due and payable
in accordance with the terms hereof, whether on the Maturity Date, by
acceleration or otherwise, which failure continues unremedied for a period of
30 Business Days; or


                  (ii)     (A) the filing by the Company or any of its
Significant Subsidiaries of a voluntary petition seeking liquidation,
reorganization, arrangement or readjustment, in any form, of its debts under
Title 11 of the United States Code (or corresponding provisions of future laws)
or any other applicable bankruptcy, insolvency or similar law, or the filing by
the Company or any of its Significant Subsidiaries of an answer consenting to
or acquiescing in any such petition, (B) the making by the Company or any of its
Significant Subsidiaries of any assignment for the benefit of its creditors, or
the admission by the Company or any of its Significant Subsidiaries in writing
of its inability to pay its debts as they become due, (C) the filing of (x) an
involuntary petition against the Company or any of its Significant Subsidiaries
under Title 11 of the United States Code, or any other applicable bankruptcy,
insolvency or similar law (or corresponding provisions of future laws), (y) an
application for the appointment of a custodian, receiver, trustee or other
similar official for the Company or any of its Significant Subsidiaries for all
or a substantial part of the assets of the Company or any of its Significant
Subsidiaries or (z) an involuntary petition against the Company or any of its
Significant Subsidiaries seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief or composition of the Company or
any of its Significant Subsidiaries or any of the Company's or any such
Significant Subsidiary's debts under any other federal or state insolvency
law; provided that any such filing shall not have been vacated, set aside or
stayed within a 45 day period from the date thereof, or (D) the entry against
the Company or any of its Significant Subsidiaries of a final and nonappealable
order for relief under any bankruptcy, insolvency or similar law now or
hereafter in effect.

         (b)      Upon the occurrence and during the continuance of any Event
of Default described in Section 3(a)(i) or (ii), the Payee may, by
written notice to the Company, declare all or any portion of the unpaid
principal amount of this Note and all interest accrued thereon to be
immediately due and payable. Demand, presentment, protest and notice of
non-payment are hereby waived by the Company.


         SECTION 4. REMEDIES CUMULATIVE. No failure to exercise or delay in
exercising any right, remedy, power or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges provided herein are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.


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<PAGE>   9

         SECTION 5. NOTICES. Any notices or other communications required or
permitted hereunder shall be given in writing and personally delivered with
receipt acknowledged or mailed, postage prepaid, via registered mail, return
receipt requested, if to the Payee, at its address first set forth above or any
other address notified in writing by the Payee to the Company, and if to the
Company, at its address at 8545 126th Avenue North, Largo, Florida  33773,
Attention: Chief Financial Officer, with a copy to Texas Pacific Group, 201
Main Street, Suite 2420, Fort Worth, Texas 76102, Attention: Richard A.
Ekleberry, or any other address notified in writing by the Company to the Payee.
Any notice given in conformity with the foregoing shall be deemed given when
personally delivered or upon the date of delivery specified in the registered
mail receipt.

         SECTION  6. GOVERNING LAW. This Note shall be governed by, and
construed and enforced in accordance with the law of the State of Florida as in
effect from time to time, without giving effect to any choice of laws or
conflict of laws principles thereof.

         SECTION  7. SEVERABILITY. If any provision of this Note is invalid or
unenforceable in any jurisdiction, the other provisions hereof shall remain in
full force and effect in such jurisdiction and the remaining provisions hereof
shall be liberally construed in favor of the holder hereof in order to
effectuate the provisions hereof and the invalidity of any provision hereof in
any jurisdiction shall not affect the validity or enforceability of any other
provision in any other jurisdiction, including the State of Florida.

         SECTION  8. SUCCESSORS AND ASSIGNS; TRANSFERABILITY. This Note shall
be binding upon and inure to the benefit of the Payee and the Company and their
respective transferees, successors and assigns.

         SECTION  9. REPLACEMENT OF NOTE. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Note, and the Company's receipt of an indemnity agreement of the Payee
reasonably satisfactory to the Company, the Company will, at the expense of the
Payee, execute and deliver, in lieu thereof, a new Note of like terms.

         SECTION 10. DEFINITIONS.

         (a)      For purposes of this Note, the following terms have the
following meanings:

                  "APPLICABLE RATE" means 8% per annum.

                  "BUSINESS DAY" shall mean a day other than a Saturday, Sunday
or other day on which commercial banks in Florida are authorized or required by
law to close.

                  "COMPANY" shall have the meaning ascribed to such term in the
first paragraph of this Note.



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<PAGE>   10


         "HOLDERS" shall mean the Payee and each other holder of all or any
portion of this Note.

         "INDEBTEDNESS" shall mean any indebtedness, whether or not contingent,
for or in respect of borrowed money or evidenced by bonds, notes, debentures or
similar instruments or letters of credit (or reimbursement agreements in
respect thereof) or representing the balance deferred and unpaid of the
purchase price of any property, including pursuant to capital leases (except
any such balance that constitutes an accrued expense or a trade payable), if
and to the extent any of the foregoing indebtedness would appear as a liability
upon a balance sheet of such person or entity prepared on a consolidated basis
in accordance with generally accepted accounting principles, and including, to
the extent not otherwise included, the guaranty (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct, or indirect, in any manner (including, without limitation, letters of
credit and reimbursement agreements in respect thereof), of all or any part of
the foregoing indebtedness.

         "MATURITY DATE" shall have the meaning ascribed to such term in the
first paragraph of this Note.

         "PARTNERSHIP" shall mean Paradyne Partners, L.P., a Delaware limited
partnership.

         "PAYEE"  shall have the meaning ascribed, to such term in the first
paragraph of this Note.

         "PAYMENT PLACE" shall have the meaning ascribed to such term in the
first paragraph of this Note.

         "PERSON" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization and a governmental entity or any department, agency or political
subdivision.

         "SIGNIFICANT SUBSIDIARY" shall mean a "significant subsidiary" of the
Company as defined in Rule 1-02(v) of Regulation S-X under the Securities
Exchange Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended, as said Regulation may be amended from time to time, or any other
Subsidiary of the Company that has guaranteed or assumed any obligations of the
Company under this Note.

         "SUBSIDIARY" shall mean any person or entity of which at least a
majority of the capital stock or other equity interests (including partnership
interests) having ordinary voting power for the election of directors or other
governing body of such person or entity is owned or controlled by the Company,
directly or indirectly through one or more subsidiaries.

         (b)      Unless otherwise provided herein, (i) the word "from" shall
mean from and including and (ii) the words "to" or "until" shall mean to and
until but excluding.



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<PAGE>   11

         (c)      All references to "Sections" of this Note shall be to
Sections of this Note unless otherwise specifically provided.

         SECTION  11. SUBORDINATION TO CREDIT AGREEMENT. This Note is issued as
subordinate to the "Obligations" of the Company under the Loan Agreement in
the manner and to the extent set forth in the Subordination Agreement dated of
even date herewith among the Partnership, the Company, and BABC.

         SECTION  12. DESCRIPTIVE HEADINGS. The descriptive headings of this
Note are inserted for convenience only and do not constitute a part of this
Note.




















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<PAGE>   12

         IN WITNESS WHEREOF, each of the Company and the Payee has caused this
Note to be executed by its duly authorized officer as of the day and year first
written above.



                                             PARADYNE CORPORATION



                                             By:
                                                ------------------------------
                                             Name:
                                                  ----------------------------
                                             Title:
                                                   ---------------------------




                                             PARADYNE PARTNERS, L.P.

                                             By: Paradyne GenPar, Inc.,
                                                 its sole general partner



                                             By:
                                                ------------------------------
                                             Name:
                                                  ----------------------------
                                             Title:
                                                   ---------------------------






















                                       6

<PAGE>   13

                                                                      Exhibit B



                                    FORM OF
                            SUBORDINATION AGREEMENT

         THIS SUBORDINATION AGREEMENT, dated as of___________ among Paradyne
Corporation ("Company"), Paradyne Partners, L.P. ("Partners"), and BankAmerica
Business Credit, Inc. ("BABC");

                                  WITNESSETH:

         Whereas all of the stock of Company is owned by Paradyne Acquisition
Corp. ("PAC") and all of the stock of PAC is owned by Partners, and Company
may, in each case upon offering the written consent of BABC, from time to time
in the future be indebted to Partners for loans and advances by Partners to it
(all such indebtedness and loans being hereinafter called the "Advances");

         Whereas Company, pursuant to a Loan and Security Agreement dated as of
July 31, 1996, among Company and BABC, (as amended, modified or supplemented
from time to time, the "Agreement") has borrowed and will from time to time
borrow and reborrow money from BABC (which borrowings at any time outstanding,
together with interest thereon, fees of any kind in connection therewith, and
all other sums which may become due from Company to BABC or either of them and
which are included in the Obligations as that term is defined in the Agreement
are herein called the "BABC Debt");

         Whereas Partners, as an inducement to BABC to continue present credit
extensions to Company and from time to time make further loans and credit
available to Company, desires to subordinate, in the manner and to the extent
herein set forth, the payment of the Advances to the due and punctual payment
of the BABC Debt:

         Now, Therefore, it is mutually agreed:

         1.       Partners, for itself, its successors and assigns, covenants
and agrees that the payment of the principal of and interest on all Advances
now or hereafter outstanding is hereby expressly subordinated, to the extent
and in the manner hereinafter set forth, to the payment of the BABC Debt.

         2.       Upon the occurrence and during the continuance of an Event of
Default (as defined in the Agreement), Partners agrees that it will not demand,
collect or receive, and Company agrees that it will not make, any payments upon
the principal of, or interest on, or fees with respect to, any Advance, and
Partners further agrees that, if payment of any such amounts is received by it,
it will forthwith pay the same to BABC to be applied upon the BABC Debt in the
manner described in the Agreement.




                                       1
<PAGE>   14

         3.       In the event of any receivership, insolvency, bankruptcy,
assignment for the benefit of creditors, reorganization (whether or not
pursuant to bankruptcy laws), sale of all or substantially all of the assets,
dissolution, liquidation or any other marshalling of the assets and
liabilities of Company, Partners will prove, enforce and endeavor to obtain
payment of the principal of and interest on all Advances and will pay over, but
only out of and to the extent of any proceeds realized therefrom to amounts
thereof sufficient, after application of all other amounts then or theretofore
realized for payment of principal of and interest on, or other payments with
respect to the BABC Debt, to pay in full the BABC Debt, as provided in
paragraph 2 hereof; and, with respect to any receivership, insolvency,
bankruptcy, assignment for the benefit of creditors, reorganization or any
other voluntary or involuntary proceeding under any bankruptcy or insolvency
law, Partners and Company agree that BABC may, at its option, claim directly
from the trustee or representative of Company's estate in such proceeding.
Partners and Company agree to furnish all assignments, powers or other documents
requested by BABC to facilitate such direct collection by BABC or the
perfection of any interest of BABC hereunder. BABC may file claims in any such
proceeding on Partners's behalf and in no event shall Partners waive, forgive
or cancel any claim it may now or hereafter have against Company. In the event
that BABC does so elect to claim directly against the trustee or representative
of the Company's estate, Partners hereby grants to BABC an irrevocable proxy to
vote its claim in any such proceeding or at any meeting of creditors and agrees
to execute all further documents requested by BABC to facilitate exercise of
this proxy.

         4.       Partners covenants and agrees that, until the payment in
full of the BABC Debt, it will not sell, assign or otherwise transfer or
encumber any Advance or interest therein without first procuring and delivering
to BABC evidence in writing of the consent and agreement of the purchaser,
pledgee, assignee or transferee of such Advance or interest therein to comply
with all terms, conditions and provisions of this Subordination Agreement. The
rights of BABC hereunder shall inure to the benefit of its respective
successors and assigns.

         5.       BABC may at any time in its discretion renew or extend the
time of payment of the BABC Debt or exercise, fail to exercise, waive or amend
any other of its rights under any instrument evidencing or securing or delivered
in connection with any BABC debt, and in reference thereto may make and enter
into such agreements as to them may seem proper or desirable, all without
notice to or further assent from Partners, and any such action shall not in any
manner impair or affect this Subordination Agreement or any of BABCs rights
hereunder. Partners hereby waives and agrees not to assert against BABC any
rights which a guarantor or surety with respect to any indebtedness of Company
could exercise; but nothing in this Subordination Agreement shall constitute
Partners a guarantor or surety.

         6.       Partners and Company agree that all Advances shall be
evidenced by a promissory note or other instrument in form satisfactory to
BABC, and that upon the



                                       2
<PAGE>   15

request of BABC, Partners shall immediately deliver such promissory note or
other instrument evidencing such Advances to BABC.

         7.       This Subordination Agreement shall be deemed to be a contract
made under shall be construed in accordance with and governed by the laws of
the State of California.



                                             BANKAMERICA BUSINESS CREDIT, INC.


                                             By:
                                                ------------------------------
                                             Name:
                                                  ----------------------------
                                             Title:
                                                   ---------------------------




                                             PARADYNE CORPORATION


                                             By:
                                                ------------------------------
                                             Name:
                                                  ----------------------------
                                             Title:
                                                   ---------------------------



                                             PARADYNE PARTNERS, L.P.


                                             By:
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                                             Name:
                                                  ----------------------------
                                             Title:
                                                   ---------------------------



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