Exhibit 14.1    CODE OF BUSINESS CONDUCT AND ETHICS  (As amended November 18, 2008)  OVERVIEW OF THE CODE  Occams reputation for
honesty and integrity is among our most important assets. The Occam Code of
Business Conduct and Ethics, which may be referred to as the Code, is designed to provide you with a
clear understanding of the conduct we expect from all our employees, directors,
and consultants.  The Code applies to all
directors, officers, and employees of Occam and its subsidiaries, who, unless
otherwise specified, are referred to together in the Code as employees. In
addition, consultants, contractors, and agents acting on behalf of Occam must
review the Code and agree to be bound by its provisions as if they were
employees.  You are required to review the Code carefully. All new
employees of Occam must execute an acknowledgement stating that they agree to
be bound by the Code. Existing employees will be asked from time to time to
provide the Human Resources Department with a similar acknowledgement. Failure
to comply with the Code can and will result in disciplinary or enforcement
action, which could include a termination of employment.  PURPOSES OF THE CODE  We have adopted and
implemented the Code to deter wrongdoing and promote the following:  ·Honest
and ethical conduct, including (i) the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships;
(ii) the ethical conduct of our business; and (iii) the ethical
management of our relationships and transactions with customers, vendors, and
anyone with whom we conduct business;  ·Full,
fair, accurate, timely, and understandable disclosure in reports and documents
we file with, or submit to, the Securities and Exchange Commission and in other
public communications we make;  ·Compliance
with applicable governmental laws, rules, and regulations;  ·Prompt
internal reporting of violations of the Code to an appropriate person or
persons identified in the Code; and  ·Accountability
for adherence to the Code.


HIGHLIGHTS OF THE CODE  The most important principal
embodied in the Code is that as an
employee of Occam, you are our representative, and you must act on behalf of
Occam in all circumstances with honesty and integrity and in conformity with
all applicable laws and regulations.  Key requirements of the Code include those
listed below:  ·You must at all times conduct yourself and
any business you are conducting on Occams behalf in compliance with all
applicable laws or regulations.  ·You must avoid conflicts of interest or the
appearance of conflicts of interest.  ·You must insure that every business or
financial record that you prepare or are involved with, whether related to
internal or external transactions, is prepared timely and accurately. You must
never falsify any Occam document or business record, take any other action that
distorts the true nature of any transaction, or fail to report to appropriate
personnel any information that is necessary to insure that Occam properly
records and accounts for every business transaction.  ·If you are involved in preparation of our
financial statements and reports or other public disclosures, you must use all
reasonable efforts to ensure that all information and disclosures are full,
fair, accurate, timely, and complete.  ·You may not use assets of Occam, including
confidential information, for your personal business or benefit.  ·You must deal with our customers, suppliers,
and other third parties with whom Occam has relationships, and with Occams competitors,
fairly and at arms length and in compliance with all applicable laws,
including those relating to competitive practices.  ·You must protect Occams proprietary
information as well as the proprietary information of third parties that Occam
may obtain and must not use any such information for your personal benefit.  ·You must never bribe or attempt to bribe or
improperly influence a government official.  ·You must report violations or suspected
violations of the Code, including requests by any other employee or colleague
to violate the Code, or any threats or retaliation against someone who has
reported a potential violation or who is cooperating in any investigation.  ·Violating the Code will result in
disciplinary or enforcement action, which could include a termination of your
employment.  YOUR RESPONSIBILITIES  You are responsible for reading and
understanding the Code. You must at all times comply with the Code, both in letter and in
spirit. Ignorance of the Code will not excuse you from its requirements.  You are responsible for conforming your
conduct to the Code. You must comply with the Code as well as other applicable policies of
Occam. You will not be permitted to rely on technical arguments that an action
was within the letter of the Code if it was clearly not within the spirit or
intent of the Code.


You are responsible for seeking guidance if
you have questions about the Code or if a circumstance or situation arises
where you are uncertain as to whether an action is unethical or improper. Some situations may seem ambiguous. No Code
of Conduct or other policy can address every circumstance. Occam encourages you
to trust your instincts, as you will be responsible for your actions. In
evaluating a situation, you should obtain all relevant facts, assess the
responsibilities and roles of those involved, and use your own judgment and
common sense to evaluate whether an action is unethical or improper. If you are
uncertain, seek guidance. You may discuss with your manager any questions or
concerns you have about the Code or other policies of Occam and whether or not
any proposed course of conduct or dealing is appropriate. If for any reason you
are uncomfortable discussing it with your manager, you should consult with
appropriate personnel in the Human Resources Department or the Finance
Department.  You are responsible to assist Occam in
enforcing the Code and to report potential violations. You should be alert to possible violations
and must report them. The process for reporting possible violations is
described in Section III of the Code.  This Code is not an express or implied
contract of continued employment and does not create any contractual rights for
any employee of Occam or its subsidiaries. All employees should understand that
this Code does not modify their employment relationship, whether at will or
governed by contract, except that the employees compliance with the Code will
be deemed a condition of continued employment with Occam.  Occam reserves the rights to amend, alter
or terminate this Code, or to rescind any waiver or consent granted hereunder,
at any time and for any reason.  The policies in this Code do not constitute
a complete list of Occam policies or a complete list of the types of conduct
that can result in disciplinary action, including a termination of employment.


TABLE OF CONTENTS  PageI.
  Introduction
  1II.
  Standards
  of Conduct
  1III.
  Accountability
  and Reporting; Identifying Violations
  1IV.
  Financial
  Records and Public Disclosure
  3V.
  Compliance
  with Laws, Rules and Regulations
  6VI.
  Insider
  Trading
  6VII.
  Conflicts
  of Interest
  6VIII.
  No
  Loans to Executive Officers or Directors
  9IX.
  Corporate
  Opportunities
  9X.
  Fair
  Dealing
  9XI.
  Customer
  Relationships
  9XII.
  Supplier
  Relationships
  10XIII.
  Export
  Controls
  10XIV.
  Gifts
  and Entertainment
  10XV.
  Government
  Business
  11XVI.
  Political
  Contribution
  11XVII.
  Protection
  and Proper Use of Company Assets
  11


XVIII.
  Use
  of Computers and Other Equipment
  12XIX.
  Use
  of Software
  12XX.
  Use
  of Electronic Communications
  12XXI.
  Confidentiality
  12XXII.
  Recordkeeping
  13XXIII.
  Records
  on Legal Hold
  13XXIV.
  Disclosure
  13XXV.
  Outside
  Communications
  14XXVI.
  Discrimination
  and Harassment
  14XXVII.
  Health
  and Safety
  14XXVIII.
  Compliance
  Standards and Procedures
  14XXIX.
  Amendment,
  Modification and Waiver
  16


I.INTRODUCTION  This
Code of Business Conduct and Ethics (the Code)
summarizes the ethical standards and key policies that guide the business
conduct of Occam Networks, Inc. (the Company
or Occam).  The
purpose of this Code is to promote ethical conduct and deter wrongdoing. The
policies outlined in this Code are designed to ensure that the Companys
employees, including its officers (employees),
and members of its board of directors (directors)
act in accordance with not only the letter but also the spirit of the laws and
regulations that apply to the Companys business. The Company expects its
employees and directors to exercise good judgment to uphold these standards in
their day-to-day activities and to comply with all applicable policies and
procedures in the course of their relationship with the Company.  Employees
and directors are expected to read the policies set forth in this Code and
ensure that they understand and comply with them. The Code should also be
provided to and followed by the Companys agents and representatives, including
consultants. The Code does not cover every issue that may arise, but it
provides general guidelines for exercising good judgment. Employees and
directors should refer to the Companys other policies and procedures for
implementing the general principles set forth below. Any questions about the
Code or the appropriate course of conduct in a particular situation should be
directed to the Companys Chief Financial Officer. Any violations of laws,
rules, regulations or this Code should be reported immediately. The Company
will not allow retaliation against an employee or director for such a report
made in good faith. Employees and directors who violate this Code will be
subject to disciplinary action, which may include a termination of employment.  Each
employee and director must sign the acknowledgement form at the end of this
Code and return the form to the Companys Human Resources Department indicating
that he or she has received, read, understood and agreed to comply with the
Code. The signed acknowledgment form will be placed in the individuals
personnel files.  II.STANDARDS OF CONDUCT  The
Company expects all employees and directors to act with the highest standards
of honesty and ethical conduct. The Company considers honest conduct to be
conduct that is free from fraud or deception and is characterized by integrity.
The Company considers ethical conduct to be conduct conforming to accepted
professional standards of conduct. Ethical conduct includes the ethical
handling of actual or apparent conflicts of interest between personal and
professional relationships, as discussed below.  III.ACCOUNTABILITY AND
REPORTING; IDENTIFYING VIOLATIONS  Reporting Procedures  The Company expects employees to assist Occam in enforcing the Code and
to report possible violations to appropriate personnel. Violations may occur as
a result of someones intentional act or, in some cases, because of an
unintentional act, oversight, or error. Employees should report suspected
violations regardless of whether they  1


believe the violation is or
was intentional. Suspected violations should be reported to either of the
following at Occams principal executive offices located at 6868 Cortona Drive,
Santa Barbara, California 93117 (telephone: (805) 692-2900):  ·Occams
Chief Financial Officer, Jeanne Seeley; or  ·Occams
Chief Executive Officer, Robert L. Howard-Anderson.  If an employee has concerns relating to Occams accounting, internal
controls, auditing matters,financial record keeping, or public disclosures, he
or she should also notify the Audit Committee of Occams Board of Directors by
sending a letter to its Chairman, Robert Bylin, c/o Occam Networks, Inc.,
6868 Cortona Drive, Santa Barbara, California 93117. You may also notify the
Audit Committee by sending an email to an internal Audit Committee email
address that is available to all Occam employees at Occams internal website.
Email notifications to the internal Audit Committee link will be delivered
directly to members of the Audit Committee.  To the extent reasonably possible, Occam will preserve a reporting
persons anonymity in connection with any investigation of a suspected
violation. If an employee has concerns about anonymity, we encourage him or her
to send an anonymous letter via mail to the personnel identified above,
outlining the concerns and suspected violation and providing as much detail as
possible to permit, if appropriate, an investigation into the issues raised. In
addition, an employee should review Occams Complaint Procedures for Accounting
and Auditing Matters, which is available on Occams internal and external
websites. It is against Occam policy and this
Code to retaliate in any manner, including harassment or threats, against any
person who has in good faith reported a suspected violation of this Code or any
other Occam policy.  Identifying Violations  ·To assist employees in the day-to-day
monitoring of our business conduct, the following is a partial ist of facts or
circumstances that could suggest a violation of the Code. This list is not
exhaustive but provides examples of situations that employees should avoid and
that should be reported.  ·Oral or written agreements or understandings
with customers modifying payment terms, rights of cancellation or product
return, or any other term or condition, where such modification is not part of
the terms and conditions of sale communicated to the Finance Department for
purposes of recording the transaction.  ·Improper or excessive payments relating to
inaccurate or misleading time sheets, expense reports, billing records, or
similar documents;  ·Improper or excessive payments to agents,
consultants, or professional service providers, particularly where the service
providers are new or unknown to Occam and have not been adequately investigated
or have not signed contracts or letters of engagement as required by Occams
policies, or where an association between Occam and the third party would be
embarrassing if exposed;  ·Improper or excessive payments for miscellaneous
expenses not properly categorized;  2


·Payroll-related expenditures, bonuses,
awards, and gifts given to or by Occam employees without proper approval and
adequate documentation;  ·Payments made in cash or checks drawn to
cash, or bearer or bank accounts or other property not titled in the name of
Occam or a subsidiary of Occam;  ·Any payment or transfer to, or deposit with
the bank account of, an individual or intermediary rather than the individual
or company with which Occam is doing business;  ·Payments or billings made, or fees collected
or paid, that are greater or less than normal payments, billings, or fees for
the services provided or received and made at the request of a supplier or
customer; or any payment made or received in an amount greater or less than, or
for purposes other than, as described in supporting documentation;  ·Unusual transactions occurring with
non-functional, inactive, or shell subsidiaries or involving undisclosed or
unrecorded assets or liabilities; and  ·Any employment, consulting, or business
relationship between an Occam employee and another company, especially in a
business that is the same as or related to Occam or any subsidiary of Occam.  IV.FINANCIAL RECORDS AND PUBLIC
DISCLOSURE  Every Occam financial record 
including sales records, time sheets, expense reports, books and
ledgers, and other financial data and records 
must be accurately and timely prepared and must be prepared in
accordance with all applicable laws, principles, and standards. The integrity
of our financial transactions and records is critical to the operation of our
business and to maintaining the confidence and trust of our stockholders,
customers, suppliers, and employees.  General Principles Applicable to Employees  Each employee having any responsibility for, or involvement in,
financial reporting or accounting must have an appropriate understanding of
relevant accounting and financial reporting principles, standards, laws, rules,
and regulations as well as Occams financial and accounting policies, controls,
and procedures. Each employee having any responsibility for, or involvement in,
the customer sales and support process or managing relationships with Occams
vendors must understand the accounting and financial reporting implications of
Occams transactions with these parties. All such employees should consult with
the Finance Department to discuss any requests for non-standard terms or
conditions. All such employees are responsible for insuring the accuracy and
completeness of all documentation relating to customer sales and support or
vendor transactions. The
terms and conditions of any transaction between Occam and any customer or
vendor must be fully and completely reflected in the documentation governing
the transaction. The existence of oral or written agreements or understandings
of any kind that are not part of the documentation relating to the transaction
and that are not reported to the Finance Department as part of such transaction
is an absolute violation of this Code and constitutes grounds for immediate  3


termination. Examples of such agreements or
understandings include (but are not limited to) requests for payment terms that
differ from those reflected in purchase orders or other documentation or rights
to return or cancel orders or products that are not reflected in the
documentation. Employees
involved in customer and vendor transactions are responsible to consult with
the Finance Department if any customer or vendor requests that Occam consent to
any term or condition that would not be fully reflected in the documentation
relating to the transaction.  Even employees not directly involved in financial reporting,
accounting, sales or purchasing will likely come into contact with financial
records or reports or with other documents on which employees preparing
financial statements will depend. These may include vouchers, time sheets,
invoices, or expense reports. We expect every employee, regardless of his or
her familiarity or involvement with finance or accounting matters or principal
job responsibilities or functions, to use all reasonable efforts to ensure that
every business record or report with which he or she deals is accurate, complete,
reliable, and timely submitted.  Each employee is specifically required to use all reasonable efforts to
ensure the following provisions of the Code are satisfied:  ·All transactions must be recorded and
classified in the proper accounting period and in the appropriate account and
department. Delaying or prepaying invoices to meet budget goals is a violation
of the Code.  ·No employee may falsify any document or
distort the true nature of any transaction.  ·All transactions must be supported by complete
and accurate documentation.  ·Any information or statement in any report,
filing, certification, application, or similar document that Occam may submit
to any governmental authority or entity must be full, fair, accurate, timely,
and complete.  ·Employees must cooperate fully with any
investigation into the accuracy, completeness, and timeliness of Occams
financial records.  ·To the extent estimates and accruals are
required to be made in Occams reports and records, employees involved with
such estimates and accruals will base them on good faith judgments supported by
appropriate documentation.  ·No payment may be made to any supplier,
vendor, or other person, other than the person or firm that actually provided
goods or services to Occam, unless the payment is approved in advance by the
Chief Executive Officer and the Chief Financial Officer.  Employees Controlling Occam Funds  Every employee of Occam is personally responsible for all Occam funds
over which he or she exercises control. No employee may allow any agent or
contractor of Occam to exercise control over any funds of Occam without the
prior approval of the Chief Executive Officer and Chief Financial Officer.  4


Dealing with Auditors  Our auditors have a duty to review our records in a fair and accurate
manner. All employees must cooperate fully with independent and internal
auditors in good faith and in accordance with law. No employee may fraudulently
induce, or influence, coerce, manipulate, or mislead, our independent or
internal auditors regarding any financial record, process, control, procedure
or other matter.  Public Communications and Reports  Occam files reports and other documents with the Securities and
Exchange Commission, the Nasdaq Global Market, and other governmental and
regulatory agencies. In addition, from time to time, Occam makes other public
announcements, such as issuing press releases.  Employees involved in the preparation of these reports, documents, or
announcements are expected to use all reasonable efforts to ensure that Occams
disclosures are complete, accurate, objective, relevant, timely and
understandable. In addition, employees are expected to comply with Occams
disclosure controls and procedures, which are designed to ensure full, fair,
accurate, timely and understandable disclosure in our public reports and
communications.  If an employee believes that any public disclosure by Occam is
materially false or misleading, or if any employee becomes aware of material
information that he or she believes should be disclosed to the public, he or
she should bring the information to the attention of the Chief Executive
Officer, the Chief Financial Officer, or the Audit Committee. An employee
should take similar action if he or she believes that questionable accounting
or auditing conduct or practices have occurred or are occurring.  Intentional Misconduct  Intentional misrepresentations of the Companys financial performance
or any other action by an employee that intentionally compromises the integrity
of Occams reports (financial or otherwise), records, or public disclosures is
a specific and extremely severe violation of this Code. Any violation of this
Code arising from an intentional misrepresentation, including failure to report
potential misrepresentations by others, will be viewed as severe misconduct and
will be subject to severe penalties, including termination of employment.
Examples of such intentional misconduct would include, but are not limited to,
the following:  ·Reporting any information or entering any
information in Occams books, records, or reports that fraudulently or
intentionally hides, misrepresents, or disguises the true nature of any
financial or non-financial transaction;  ·Agreeing orally or in writing to any term or
condition of any transaction with a customer or vendor that is not reflected in
the documentation provided to the Finance Department or failing to disclose to
the Finance Department that any customer or vendor either intends to breach or
otherwise fail to honor any term or condition as reflected in such
documentation or has an understanding of any term or condition that is
inconsistent with the understanding of the Company and the Finance Department;  5


·Establishing any undisclosed or unrecorded
fund, account, asset, or liability for any improper purpose;  ·Entering into any transaction or agreement
that accelerates, postpones, or otherwise manipulates the accurate and timely
reporting of revenues and expenses;  ·Intentionally misclassifying transactions as
to accounts, business units, or accounting periods; Intentionally destroying or
altering any document or record that employee has been notified is subject to a
legal hold; or  ·Knowingly assisting others in any of the
above.  V.COMPLIANCE WITH LAWS,RULES AND
REGULATIONS  Employees and directors must comply with all laws, rules and
regulations applicable to the Company and its business, as well as applicable
Company policies and procedures. Each employee and director must acquire
appropriate knowledge of the legal requirements relating to his or her duties
sufficient to enable him or her to recognize potential problems and to know
when to seek advice from the Companys Chief Financial Officer. Violations of
laws, rules and regulations may subject the violator to individual
criminal or civil liability, as well as to discipline by the Company. These
violations may also subject the Company to civil or criminal liability or the
loss of business. Any questions as to the applicability of any law, rule or
regulation should be directed to the Companys Chief Financial Officer.  VI.INSIDER TRADING  The purpose of the Companys insider trading policy is to establish
guidelines to ensure that all employees and directors comply with laws
prohibiting insider trading. No employee or director in possession of material,
non-public information may trade the Companys securities (or advise others to
trade) from the time they obtain such information until after adequate public
disclosure of the information has been made. Employees and directors who
knowingly trade Company securities while in possession of material, non-public
information or who tip information to others will be subject to appropriate
disciplinary action up to and including termination. Insider trading is also a
crime.  Employees and directors also may not trade in stocks of other companies
about which they learn material, non-public information through the course of
their employment or service.  Any questions as to whether information is material or has been
adequately disclosed should be directed to the Companys Chief Financial
Officer. Additional information regarding insider trading can be found in the
Companys Insider Trading Policy.  VII.CONFLICTS OF INTEREST  An employees personal activities and relationships must not conflict,
or appear to conflict, with those of Occam. An employees decisions and actions
in the course of employment should be based on the best interests of Occam, not
based on his or her own personal relationships or business and financial
interests.  6


We expect each employee to evaluate his or her personal relationships
and activities to determine whether a conflict exists or could appear to exist
and to avoid such relationships and activities. Common conflicts arise through
the employment or business activities of a spouse, significant other, or other
relative or through personal or business relationships through which an
employee or a spouse, significant other, or relative may have a personal or
economic relationship. Any situation where it may be difficult for an employee
to perform his or her work impartially, objectively, or effectively and in the
best interests of Occam could suggest that a conflict exists.  Each employee is required to disclose immediately to a supervisor, the
Finance Department, or the Human Resources Department if he or she becomes
aware that any personal relationship or business or financial interest
conflicts, or may appear to conflict, with those of Occam. Supervisors with
concerns that any actual or suspected conflict, whether their own or related to
a reporting employee, would violate the Code should contact the Finance
Department or Human Resources Department.  Employee Conflicts  Conflicts arise in numerous situations, and it is not possible to
categorize every potential conflict. Again, the employee is responsible to
evaluate these situations and confer with his or her supervisor or finance or
human resources personnel. Conflicts such as those relating to an employees
work schedule, duties, and responsibilities are specifically described in the
employee handbook. In connection with the Code, we have also adopted the
following conflicts policies relating to business or financial interests of
employees (for the following purposes, employee does not include non-employee
directors of Occam):  ·Employees may own up to 1% of the stock of a
competitor, customer, or supplier without obtaining prior approval so long as
the stock is publicly traded and the employee has no discretionary authority in
dealing with the competitor, customer, or supplier. If the employee proposes to
purchase more than 1% of the stock of a competitor, customer, or supplier, if
the company is not publicly traded, or if the employee has discretionary
authority in dealing with the competitor, customer, or supplier, then the stock
may only be purchased with the prior approval of the Chief Financial Officer
or, in the case of any officer, the prior approval of the Audit Committee of
the Board of Directors.  ·Employees must disclose any financial
interest they may have in a transaction between Occam and a third party, and
that interest must be approved by the Chief Financial Officer prior to the
transaction or, in the case of an officer, by the Audit Committee. If the
financial interest relates solely to the fact that a spouse or other relative
works at the third party, then for employees other than officers, no prior
approval will be required unless the employee deals with the supplier or
customer, or the spouse or significant other or other relative deals with Occam
or any subsidiary of Occam. Nevertheless, the employee must still disclose to
his or her supervisor the potential interest in any proposed transaction of
which he or she has knowledge.  7


·No employee may directly or indirectly
exploit for personal gain any opportunities that are discovered through the use
of corporate property, information, or position unless the opportunity is fully
disclosed in writing to the Board of Directors and the Board of Directors
declines to pursue the opportunity.  ·Loans from Occam to any director or officer
of Occam or any relative of any officer or director are prohibited. Loans to
any other employee or employee relative must be approved in advance by the
Board of Directors or a designated committee (excluding travel advances and
similar payments made in connection with Occams business expense reimbursement
policies).  ·No employee may perform services as a
director, employee, agent, or contractor for any competitor of Occam.  ·No employee may perform any services as a
director, employee, agent, or contractor for any customer, supplier, or any
other entity that has a business relationship with Occam, without the prior
approval of the Chief Financial Officer or, in the case of any officer of
Occam, the prior approval of the Audit Committee.  ·Employees may on their own time serve as
officers, directors, or consultants to businesses that are not competitors,
customers, or suppliers of Occam, but any service must be disclosed to and
approved by the employees supervisor or, in the case of an officer, disclosed
to and approved by the Audit Committee. In addition, such service must not
otherwise interfere with the employees responsibilities to Occam.
Notwithstanding the foregoing, employees may serve on boards of charitable
organizations or educational, political, community, or religious institutions
so long as such service does not otherwise create a conflict of interest or
interfere with responsibilities to Occam.  ·No employee may serve on the decision-making
or rule-making panel of any local, regulatory or advisory body of any
governmental entity whose rules or decisions have application to Occams
business activities, without the prior approval of the Audit Committee. Employees
may serve in an elected or appointed public office, however, so long as the
position does not create or appear to create a conflict of interest and does
note interfere with the employees responsibilities to Occam.  The foregoing list of conflicts is not exclusive, and
other situations or circumstances that are not listed could give rise to
conflicts. It is the responsibility of each employee to identify potential
conflicts and consult with his or her supervisor or other appropriate personnel
concerning conflicts.  Occam may, in its sole and absolute discretion,
rescind any approval granted with respect to an actual or potential conflict of
interest if for any reason Occam determines it to be in the best interests of
the company.  8


Additional Conflict Provisions Relating to
Non-Employee Directors  Members of Occams Board of Directors who are not also employees have
special responsibilities to Occam but are also prominent individuals with
substantial other responsibilities. Members of the Board will be required to
disclose to other directors any personal, financial, business, or other
economic interest they may have in any transaction submitted for approval by
the Board and must recuse themselves from participating in any decision in
which there exists a conflict of interest between their personal interests and
the interests of Occam. Each non-employee director must promptly inform Occam
if he or she performs services as a director, employee, consultant, contractor,
or agent for any customer, supplier, or other third party with whom Occam has a
business relationship. No non-employee director may serve as a director,
employee, consultant, contractor, or agent for any competitor of Occam.  VIII.NO LOANS TO EXECUTIVE
OFFICERS OR DIRECTORS  As indicated under Conflicts of Interest, it is the policy of the
Company not to extend or maintain credit, to arrange for the extension of
credit, or to renew an extension of credit, in the form of a personal loan to or
for any director or executive officer of the Company. Any questions about
whether a loan has been made to a director or executive officer in violation of
this policy should be directed to the Companys Chief Financial Officer.  IX.CORPORATE OPPORTUNITIES  As indicated under Conflicts of Interest above, employees and
directors are prohibited from:  ·Personally taking for themselves
opportunities that are discovered through the use of corporate property,
information or position;  ·Using corporate property, information or
position for personal gain; and  ·Competing with the Company.  Employees and directors owe a duty to the Company to advance its
legitimate interests when the opportunity to do so arises.  X.FAIR DEALING  The Company seeks to excel while operating fairly and honestly, never
through unethical or illegal business practices. Each employee and director
should endeavor to deal fairly with the Companys customers, suppliers,
competitors and employees. No employee or director should take unfair advantage
of anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other unfair dealing practices.  XI.CUSTOMER RELATIONSHIPS  Employees must act in a manner that creates value for the Companys
customers and helps to build a relationship based upon trust. The Company and
its employees have provided products and services for many years and have built
up significant goodwill over that time. This goodwill is one of our most
important assets, and Company employees must act to preserve and enhance the
Companys reputation.  9


XII.SUPPLIER RELATIONSHIPS  The Companys suppliers make significant contributions to the Companys
success. To create an environment where the Companys suppliers have an
incentive to work with the Company, suppliers must be confident that they will
be treated lawfully and in an ethical manner. The Companys policy is to
purchase supplies based on need, quality, service, price and terms and
conditions. The Companys policy is to select significant suppliers or enter
into significant supplier agreements though a competitive bid process where
possible. In selecting suppliers, the Company does not discriminate on the
basis of race, color, religion, sex, national origin, age, sexual preference,
marital status, medical condition, veteran status, physical or mental
disability, or any other characteristic protected by federal, state or local
law. A supplier to the Company is generally free to sell its products or
services to any other party, including Company competitors. In some cases where
the products or services have been designed, fabricated, or developed to the
Companys specifications, the agreement between the parties may contain
restrictions on sales.  XIII.EXPORT CONTROLS  The Company requires compliance with laws and regulations governing
export controls in both the United States and in the countries where the
Company conducts its business. A number of countries maintain controls on the
destinations to which products may be exported. Some of the strictest export
controls are maintained by the United States against countries that the U.S.
government considers unfriendly or as supporting international terrorism. The
U.S. regulations are complex and apply both to exports from the United States
and to exports of products from other countries, when those products contain
U.S.-origin components or technology. In some circumstances, an oral
presentation containing technical data made to foreign nationals in the United
States may constitute an export subject to control. Any questions about export
control laws and regulations should be directed to the Companys Chief
Financial Officer  XIV.GIFTS AND ENTERTAINMENT  Business gifts and entertainment are designed to build goodwill and
sound working relationships among business partners. A problem may arise if:  ·The
receipt by one of our employees of a gift or entertainment would compromise, or
could reasonably be viewed as compromising, that persons ability to make
objective and fair business decisions on behalf of the Company; or  ·The
offering by one of our employees of a gift or entertainment would appear to be
an attempt to obtain business through improper means or to gain any special
advantage in our business relationships, or could reasonably be viewed as such
an attempt.  Employees must use good judgment and ensure there is no violation of
these principles. Any questions about whether any gifts or proposed gifts are
appropriate should be directed to the Companys Chief Financial Officer.  10


XV.GOVERNMENT BUSINESS  Employees should understand that special requirements might apply when
contracting with any governmental body (including national, state, provincial,
municipal, or other similar governmental divisions on local jurisdictions).
Because government officials are obligated to follow specific codes of conduct
and laws, special care must be taken in government procurement. Some key
requirements for doing business with government are:  ·Accurately representing which Company
products are covered by government contracts;  ·Not improperly soliciting or obtaining
confidential information, such as sealed competitors bids, from government
officials prior to the award of a contract;  ·Hiring present and former government
personnel may only occur in compliance with applicable laws and regulations (as
well as consulting the Companys Chief Financial Officer).  When dealing with public officials, employees and directors must avoid
any activity that is or appears illegal or unethical. Promising, offering or
giving of favors, gratuities or gifts, including meals, entertainment,
transportation, and lodging, to government officials in the various branches of
U.S. government, as well as state and local governments, is restricted by law.
Employees and directors must obtain pre-approval from the Companys Chief
Financial Officer before providing anything of value to a government official
or employee. The foregoing does not apply to lawful personal political
contributions.  In addition, the U.S. Foreign Corrupt Practices Act prohibits giving
anything of value, directly or indirectly, to officials of foreign governments
or foreign political candidates in order to obtain or retain business. Illegal
payments to government officials of any country are strictly prohibited.
Additional information regarding the Foreign Corrupt Practices Act can be found
in the Companys Foreign Corrupt Practices Act Compliance Policy.  XVI.POLITICAL CONTRIBUTION  It is the Companys policy to comply fully with all local, state,
federal, foreign and other applicable laws, rules and regulations
regarding political contributions. The Companys funds or assets must not be
used for, or be contributed to, political campaigns or political practices
under any circumstances without the prior written approval of the Companys
Chief Financial Officer and, if required, the Companys Board of Directors.  XVII.PROTECTION AND PROPER USE OF
COMPANY ASSETS  Theft, carelessness and waste have a direct impact on the Companys
profitability. Employees and directors should protect the Companys assets and
ensure their efficient use. All Company assets should be used for legitimate
business purposes.  Company assets include intellectual property such as patents,
trademarks, copyrights, business and marketing plans, engineering and
manufacturing ideas,  11


designs,
salary information and any unpublished financial data and reports. Unauthorized
use or distribution of this information is a violation of Company policy.  XVIII.USE OF COMPUTERS AND OTHER
EQUIPMENT  The Company strives to furnish employees with the equipment necessary
to efficiently and effectively perform their jobs. Employees must care for that
equipment and use it responsibly and only for Company business purposes. If
employees use Company equipment at their home or off site, precautions must be
taken to protect such Company equipment from theft or damage. Employees must
immediately return all Company equipment when their employment relationship
with the Company ends. While computers and other electronic devices are made
accessible to employees to assist them to perform their jobs and to promote our
interests, all such computers and electronic devices, whether used entirely or
partially on the Companys premises or with the aid of the Companys equipment
or resources, must remain fully accessible to the Company and will remain the
sole and exclusive property of the Company.  Employees should not maintain any expectation of privacy with respect
to any electronic communications made using Company equipment. To the extent
permitted by applicable law, the Company retains the right to gain access to
any such information, at any time, with or without your knowledge, consent or
approval.  XIX.USE OF SOFTWARE  All software used by employees to conduct Company business must be
appropriately licensed. Employee should never make or use illegal or unauthorized
copies of any software, whether in the office, at home, or on the road, since
doing so may constitute copyright infringement and may expose the employee and
the Company to potential civil and criminal liability. The Companys
information technology department will inspect Company computers periodically
to verify that only approved and licensed software has been installed. Any
non-licensed/supported software will be removed.  XX.USE OF ELECTRONIC
COMMUNICATIONS  Employees must use electronic communication devices in a legal,
ethical, and appropriate manner. Electronic communications devices include
computers, e-mail, connections to the Internet, intranet and extranet and any
other public or private networks, voice mail, video conferencing, facsimiles,
telephones or future types of electronic communication. Employees may not post
or discuss information concerning Company products or business on the Internet
without the prior written consent of the Companys Chief Financial Officer. It
is not possible to identify every standard and rule applicable to the use
of electronic communications devices. Employees are therefore encouraged to use
sound judgment whenever using any feature of the Companys communications
systems.  XXI.CONFIDENTIALITY  Employees and directors should maintain the confidentiality of
information entrusted to them by the Company or its affiliates, customers,
partners, distributors and suppliers, except when disclosure is specifically
authorized by the Companys Chief Financial Officer or required by law.  12


Confidential information includes all non-public information that might
be of use to competitors, or harmful to the Company or its affiliates,
customers, partners, distributors and suppliers if disclosed. Any questions
about whether information is confidential should be directed to the Companys
Chief Financial Officer.  XXII.RECORDKEEPING  All of the Companys books, records, accounts and financial statements
must be maintained in reasonable detail, must appropriately reflect the
transactions and matters to which they relate and must conform both to
applicable legal requirements and to the Companys system of internal controls.
All assets of the Company must be carefully and properly accounted for. The
making of false or misleading records or documentation is strictly prohibited.
Unrecorded funds or assets should not be maintained. Please refer also to the
more detailed requirements under Section IV (Financial Records and Public
Disclosure).  The Company complies with all laws and regulations regarding the
preservation of records. Records should be retained or destroyed only in
accordance with the Companys document retention policies. Any questions about
these policies should be directed to the Companys Chief Financial Officer.  XXIII.RECORDS ON LEGAL HOLD  A legal hold suspends all document destruction procedures in order to
preserve appropriate records under special circumstances, such as litigation or
government investigations. The Companys Chief Financial Officer determines and
identifies what types of Company records or documents are required to be placed
under a legal hold and will notify employees if a legal hold is placed on
records for which they are responsible. Employees must not destroy, alter or
modify records or supporting documents that have been placed under a legal hold
under any circumstances. A legal hold remains effective until it is officially
released in writing by the Companys Chief Financial Officer. If an employee is
unsure whether a document has been placed under a legal hold, such employee
should preserve and protect that document while the Chief Financial Officer is
contacted.  XXIV.DISCLOSURE  The information in the Companys public communications, including
filings with the Securities and Exchange Commission, must be full, fair,
accurate, timely and understandable. All employees and directors are
responsible for acting in furtherance of this policy. In particular, each
employee and director is responsible for complying with the Companys
disclosure controls and procedures and internal controls for financial
reporting. Any questions concerning the Companys disclosure controls and
procedures and internal controls for financial reporting should be directed to
the Companys Chief Financial Officer. Please refer also to the more detailed
requirements under Section IV (Financial Records and Public Disclosure).  Anyone that believes that questionable accounting or auditing conduct
or practices have occurred or are occurring should refer to the Companys
Complaint Procedures for Accounting and Auditing Matters.  13


XXV.OUTSIDE COMMUNICATIONS  The Company has established specific policies regarding who may
communicate information to the public, the press and the financial analyst
communities:  ·The Companys Chief Executive Officer, Chief
Financial Officer and investor relations personnel are official spokespeople
for financial matters.  ·The Companys corporate communications
personnel are official spokespeople for public comment, press, marketing,
technical and other such information.  ·All communications of material non-public
information made to public audiences, including formal communications and
presentations made to investors or the press, require prior approval of the
Companys Chief Financial Officer, which will ensure that all necessary review
is undertaken.  These designees are the only people who may communicate externally on
behalf of the Company. Employees and directors should refer all inquiries or
calls from the press, from stockholders to the Companys Chief Financial
Officer, which will see that the inquiry is directed to the appropriate
authority within the Company.  Employees and directors may not publish or make public statements
outside the scope of employment with or service to the Company that might be
perceived or construed as attributable to the Company without preapproval from
the Companys Chief Financial Officer. Any such statement must include the
Companys standard disclaimer that the publication or statement represents the
views of the specific author and not of the Company.  XXVI.DISCRIMINATION AND
HARASSMENT  The diversity of the Companys employees is a tremendous asset. We are
firmly committed to providing equal opportunity in all aspects of employment
and will not tolerate any illegal discrimination or harassment of any kind.
Examples include derogatory comments based on racial or ethnic characteristics
and unwelcome sexual advances.  XXVII.HEALTH AND SAFETY  The Company strives to provide each employee with a safe and healthy
work environment. Each employee has responsibility for maintaining a safe and
healthy workplace for all employees by following safety and health rules and
practices and reporting accidents, injuries and unsafe equipment, practices or
conditions.  Violence and threatening behavior are not permitted. Employees should
report to work in condition to perform their duties, free from the influence of
illegal drugs or alcohol. The use of illegal drugs in the workplace will not be
tolerated.  XXVIII.COMPLIANCE STANDARDS AND
PROCEDURES  No code of business conduct and ethics can replace the thoughtful
behavior of an ethical employee or director or provide definitive answers to
all questions. Since  14


the Company cannot
anticipate every potential situation, certain policies and procedures have been
put in place to help employees and directors approach questions or problems as
they arise.  A.Designated Ethics Officer  The Companys Chief Financial Officer has been designated as the
Companys Ethics Officer with responsibility for overseeing and monitoring
compliance with the Code. The Ethics Officer reports directly to the Chief
Executive Officer with respect to these matters and also will make periodic
reports to the Companys Audit Committee regarding the implementation and
effectiveness of this Code as well as the policies and procedures put in place
to ensure compliance with the Code.  B.Seeking Guidance  Employees and directors are encouraged to seek guidance from
supervisors, managers or other appropriate personnel when in doubt about the
best course of action to take in a particular situation. In most instances,
questions regarding the Code should be brought to the attention of the Companys
Chief Financial Officer.  C.Reporting Violations  If an employee or director knows of or suspects a violation of the
Code, or of applicable laws and regulations, he or she must report it
immediately as described under Section III (Accountability and Reporting).  Anyone that believes that questionable accounting or auditing conduct
or practices have occurred or are occurring should refer to the Companys
Complaint Procedures for Accounting and Auditing Matters.  D.No Retaliation  Any employee or director who observes possible unethical or illegal
conduct is encouraged to report his or her concerns. Reprisal, threats,
retribution or retaliation against any person who has in good faith reported a
violation or suspected violation of law, this Code or other Company policies,
or against any person who is assisting in any investigation or process with
respect to such a violation, is prohibited.  Any employees involved in retaliation will be subject to serious
disciplinary action by the Company. Furthermore, the Company could be subject
to criminal or civil actions for acts of retaliation against employees who blow
the whistle on U.S. federal securities law violations and other federal offenses.  E.Investigations  Reported violations will be promptly investigated. The Board of
Directors or its designated committee will be responsible for investigating
violations and determining appropriate disciplinary action for matters
involving members of the Board of Directors or executive officers. The Board of
Directors or its designated committee may designate others to conduct or manage
investigations on its behalf and recommend disciplinary action. Subject to the
general authority of the Board of Directors to administer this Code, the Chief
Financial Officer and the Chief Executive Officer will be jointly responsible
for investigating violations and determining appropriate disciplinary action
for other employees, agents and contractors. The Chief Financial Officer and
the Chief Executive Officer may designate others to conduct or manage
investigations on  15


their
behalf and recommend disciplinary action. The Board of Directors reserves the
right to investigate violations and determine appropriate disciplinary action
on its own or to designate others to do so in place of, or in addition to, the
Chief Financial Officer. It is imperative that the person reporting the
violation not conduct an investigation on  his or her own. However, employees and
directors are expected to cooperate fully with any investigation made by the
Company into reported violations.  F.Discipline/Penalties  Employees and directors who violate the laws or regulations governing
the Companys business, this Code, or any other Company policy, procedure or
requirement may be subject to disciplinary action, up to and including
termination. Employees and directors who have knowledge of a violation and fail
to move promptly to report or correct it, or who direct or approve violations,
may also be subject to disciplinary action, up to and including termination.  Furthermore, violations of some provisions of this Code are illegal and
may subject the employee or director to civil and criminal liability.  XXIX.AMENDMENT,MODIFICATION
AND WAIVER  This Code may be amended or modified by the Board of Directors or a
committee of the Board of Directors.  Any waiver of this Code for a director, executive officer and any
financial or accounting officer at the level of the principal accounting
officer or controller or above, may be made only by the Board of Directors, and
must be promptly disclosed to stockholders if and as required by law or the rules of
the stock exchange or over the counter trading system on which the Companys
stock is traded or quoted. Waivers with respect to other employees or
applicable contractors may be made only by the Companys Chief Financial
Officer. Any waiver of this Code with respect to a conflict of interest
transaction required to be disclosed pursuant to Item 404 of Regulation S-K
promulgated under the Securities Act of 1933, as amended, must be approved in
advance by the Companys Audit Committee.  * * * * *  16


ACKNOWLEDGEMENT
OF RECEIPT OF CODE OF  BUSINESS
CONDUCT AND ETHICS  I have received and read this Occam Networks, Inc. Code of
Business Conduct and Ethics. I understand the standards and policies contained
in the Code and understand that there may be additional policies or laws
specific to my job. I agree to comply with the Code.  If I have questions concerning the meaning or application of the Code,
any Company policies or procedures, or the legal and regulatory requirements
applicable to my job, I know that I can consult with the Companys Chief
Financial Officer, knowing that my questions or reports to these sources will
be maintained in confidence.   Print
  NameSignatureDate   Please sign and return this form to the Human
Resources Department.