Zhone's eLuminant Products Acquired by Communications Test Design, Inc.

OAKLAND, Calif. & WEST CHESTER, Pa. -- Zhone Technologies, Inc. (Nasdaq: ZHNE), the first company dedicated to building total-delivery solutions for voice, data and video content services worldwide, today announced that it's eLuminant products have been acquired by Communications Test Design, Inc. (CTDI).

Products included in the acquisition include Zhone's eLuminant ISC-303 digital loop carrier, the VISTA Access Sonet ADM, the RC-28D and the FD-6 multiplexer. As the primary subcontractor currently providing test and repair service for these products, CTDI is uniquely qualified to provide continued sales and service of these products to the eLuminant customer base.

"We are pleased that CTDI has chosen to include Zhone's eLuminant products in its family of telecommunications infrastructure offerings," said Mory Ejabat, Chairman and CEO of Zhone. "With this transaction, Zhone's customers benefit not only from CTDI's continued product sales and support of the eLuminant products, but also from their extensive knowledge and experience in servicing and testing these products."

"CTDI's acquisition of Zhone's eLuminant products expands our portfolio of access and transport product solutions for the carrier marketplace," said Jerry Parsons, President and CEO of CTDI. "Our expanding product portfolio enhances the value of CTDI's test and repair capabilities to deliver a comprehensive portfolio of lifecycle services to our customers".

The product portfolio includes Multiplexer Products that combine low bandwidth signals into a higher bandwidth signal and are used to connect central offices and to provide services from the central office to the subscriber. The RC-28D M13 multiplexers provide economical and reliable DS1 delivery. The FD-6 system offers optical delivery of DS1 services to the customer premise.

The ISC-303 Digital Loop Carrier (DLC) consolidates subscribers' copper pair lines into higher bandwidth circuits. The ISC-303 product line was specifically designed to support a variety of voice and data services and is ideally suited to replace previously deployed low-density applications.

The VISTA SONET Multiplexer Product utilizes digital technology for flexibility and comprehensive command and control features. The VISTA is an economical OC3 "gateway" designed for interoffice, loop transport and customer premise applications.

Under the terms of the agreement, Zhone will receive $9.0 million in exchange for the inventory, equipment, intellectual property and liabilities associated with the products.

About Communications Test Design, Inc. (CTDI)

CTDI has provided groundbreaking maintenance service solutions to the telecommunications industry since 1975. Over the years, CTDI has strategically diversified our Service Portfolio to include: Wireline Repair & Logistics, Wireless Repair & Logistics, Engineering and Installation services, Global Supply Chain solutions, and Product Engineering & Manufacturing. Today, CTDI services our global customers from 30 worldwide strategic repair and logistics locations supported by an experienced team of over 2,400 telecommunications professionals.

About Zhone Technologies, Inc.

Zhone designs and manufactures network equipment for network operators worldwide. Zhone's products allow network operators to deliver a rich array of voice, data, video, and entertainment services over their existing networks while simultaneously retooling for converged packet-based voice (VoIP) and video (IPTV) over copper or fiber access lines. Zhone's advanced networking solutions include the Single Line Multi-Service architecture (SLMS(TM)), Multi-Access Line Concentrator (MALC(TM)), Raptor(TM) and GrandSLAM ATM/IP DSLAMs, ReachDSL(TM), Network Extender Ethernet in the First Mile bonded solutions, Zhone Residential Gateways (ZRG(TM)), GigaMux(TM), Optical Transport Systems and Zhone Management System (ZMS(TM)).With deployments at over 400 carriers including among some of the world's largest networks, Zhone has enabled network operators to reinvent their businesses. For more information, please visit www.zhone.com.

Zhone, the Zhone logo, and all Zhone product names are trademarks of Zhone Technologies, Inc. Other brand and product names are trademarks of their respective holders. Specifications, products, and/or product names are all subject to change without notice. Copyright (C)2005 Zhone Technologies, Inc. All rights reserved.