UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K

(Mark One)

|ý                                           | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|------------------------------------------- | ----------------------------------------------------------------------------------------
|For the fiscal year ended December 31, 2007
|OR                                         
|o                                           | TRANSITION REPORT PURSUANT TO SECTION 13 Or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period
from                        to

Commission file number: 000-33069

Occam Networks, Inc.(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction of
incorporation or organization)               |  | 77-0442752(I.R.S. Employer
Identification Number)
|------------------------------------------------------------------------------------ |  | -------------------------------------------------
|6868 Cortona Drive
Santa Barbara, California(Address of principal executive offices) |  | 93117(Zip Code)                                  

Registrant's telephone number, including area code:

(805) 692-2900

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registered:Common Stock, $0.001 par value

The NASDAQ Stock Market LLC
(The NASDAQ-GM)


Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes o No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes o No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.    Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K.    o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

|Large accelerated filer o |  | Accelerated filer ý |  | Non-accelerated filer o (Do not check if a smaller reporting company) |  | Smaller reporting company o
|------------------------- |  | ------------------- |  | --------------------------------------------------------------------- |  | ---------------------------

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes o No ý

The aggregate market value of voting and non-voting common equity held by non-affiliates of the Registrant was approximately
$128.6 million as of June 30, 2007 based upon the closing price on the NASDAQ Global Market reported for such date. This calculation does not reflect a determination that certain persons
are affiliates of the Registrant for any other purpose. The number of shares outstanding of the Registrant's Common Stock on December 31, 2007, was 19,773,730 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Proxy Statement for its 2008 Annual Meeting of Stockholders (the "Proxy Statement"), to be filed with the Securities and Exchange Commission, are
incorporated by reference into Part III of this Form 10-K.



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OCCAM NETWORKS, INC. AND SUBSIDIARY  ANNUAL REPORT ON FORM 10-K        INDEX

|         |                               |            |                                                                                                                  | Page
|-------- | ----------------------------- | ---------- | ---------------------------------------------------------------------------------------------------------------- | ----
|PART I   |                               |            |                                                                                                                  |     
|         | Item 1.                       |            | Business                                                                                                         |     
|         | Item 1A.                      |            | Risk Factors                                                                                                     |     
|         | Item 1B.                      |            | Unresolved Staff Comments                                                                                        |     
|         | Item 2.                       |            | Properties                                                                                                       |     
|         | Item 3.                       |            | Legal Proceedings                                                                                                |     
|         | Item 4.                       |            | Submission of Matters to A Vote of Security Holders                                                              |     
|         | Item 4A.                      |            | Executive Officers of the Registrant                                                                             |     
|PART II  |                               |            |                                                                                                                  |     
|         | Item 5.                       |            | Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |     
|         | Item 6.                       |            | Selected Financial Data                                                                                          |     
|         | Item 7.                       |            | Management's Discussion and Analysis of Financial Condition and Results of Operations                            |     
|         | Item 7A.                      |            | Quantitative and Qualitative Disclosures about Market Risk                                                       |     
|         | Item 8.                       |            | Financial Statements and Supplementary Data                                                                      |     
|         | Item 9.                       |            | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                             |     
|         | Item 9A.                      |            | Controls and Procedures                                                                                          |     
|         | Item 9B.                      |            | Other Information                                                                                                |     
|PART III |                               |            |                                                                                                                  |     
|         | Item 10.                      |            | Directors, Executive Officers and Corporate Governance                                                           |     
|         | Item 11.                      |            | Executive Compensation                                                                                           |     
|         | Item 12.                      |            | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                   |     
|         | Item 13.                      |            | Certain Relationships and Related Transactions, and Director Independence                                        |     
|         | Item 14.                      |            | Principal Accountant Fees and Services                                                                           |     
|PART IV  |                               |            |                                                                                                                  |     
|         | Item 15.                      |            | Exhibits and Financial Statement Schedules                                                                       |     
|         |                               | Signatures |                                                                                                                  | 75  
|         | Index to Financial Statements |            | F-1                                                                                                             

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PART I

ITEM 1.    BUSINESS

This Annual Report on Form 10-K for the fiscal year ended December 31, 2007, or this
Form 10-K, contains forward-looking statements. These forward-looking statements include, among other things, predictions regarding our future:



You can identify these and other forward-looking statements by the use of words such as "may," "will," "should," "expects," "plans," "anticipates," "believes,"
"estimates," "predicts," "intends," "potential," "continue," or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or
relating to any of the foregoing statements.

Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in
Item 1A, Risk Factors of this Form 10-K. All forward-looking statements included in this document are based on information available to us on the date hereof. We assume no
obligation to update any forward-looking statements.

Corporate Information

In May 2002, Occam Networks, Inc., a private California corporation merged with Accelerated Networks, Inc., a publicly-traded Delaware corporation.
We are the successor corporation. Occam Networks was incorporated in California in July 1999. Accelerated was incorporated in California in October 1996 under the name "Accelerated
Networks, Inc.," and was reincorporated in Delaware in June 2000. The May 2002 merger of these two entities was structured as a reverse merger transaction in which Accelerated Networks
succeeded to the business and assets of Occam Networks. In connection with the merger, Accelerated changed its name to Occam Networks, Inc., a Delaware corporation. Unless the context otherwise
requires, references in this Form 10-K to "Occam Networks," "Occam," "we," "us," or "our" refer to Occam Networks, Inc. as a Delaware corporation and include the predecessor
businesses of Occam, the California corporation, and Accelerated Networks. As required

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by
applicable accounting rules, financial statements, data, and information for periods prior to May 2002 are those of Occam, the California corporation. Occam, the California corporation, as a
predecessor business or corporation, is sometimes referred to in this Form 10-K as "Occam CA."

Our
principal executive offices are located at 6868 Cortona Drive, Santa Barbara, California 93117. Our telephone number at that address is (805) 692-2900. Our website is www.occamnetworks.com.
The contents of our website are not incorporated by reference into this Form 10-K. We provide free of charge through a
link on our website access to our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as amendments to those reports, as soon as
reasonably practical after the reports are electronically filed with, or furnished to, the Securities and Exchange Commission, or SEC. Occam is a trademark of Occam Networks, Inc. This
Form 10-K also includes other trademarks of Occam and of other companies.

Overview

We develop, market and support innovative broadband access products designed to enable telecom service providers to offer bundled voice, video and data, or Triple
Play, services over both copper and fiber optic networks. Our Broadband Loop Carrier, or BLC, is an integrated hardware and software platform that uses Internet Protocol, or IP, and Ethernet
technologies to increase the capabilities of local access networks, enabling our customers to deliver advanced services, including voice-over-IP, or VoIP, websurfing and other
high speed data communications services, IP-based television, or IPTV, high-definition television, or HDTV, or in some cases all three of these services, referred to Triple
Play. Our platform simultaneously supports traditional voice services, enabling our customers to leverage their existing networks and migrate to IP services and networks without disruption. In
addition to providing our customers with increased bandwidth, our products provide incremental value by offering software-based features to improve the quality, resiliency and security of Triple Play
services.

We
market our products through a combination of direct and indirect channels. Our direct sales efforts are focused on the North American independent operating company, or IOC, segment of
the telecom service provider market. These are companies that never were a part of the original Bell System. Recently, we have expanded our sales activities to include the Caribbean and certain other
international locations, but sales outside North America continue to represent an insignificant portion of our business. As of December 31, 2007, we shipped our BLC platform to over 270
telecommunications customers.

Industry Background



In recent years, the number of broadband subscribers has increased significantly on a worldwide basis. This growth has been driven, in large part, by increasing
demand for bandwidth intensive applications, such as music and video downloads, electronic commerce, telecommuting and online gaming. In addition, services are increasingly being delivered over
broadband networks using IP, the underlying communications technology of the Internet. For example, VoIP services are now widely available to consumers, and many telecom service providers have
announced or initiated plans to offer IPTV services to their subscribers. The rapid growth in broadband subscribers, coupled with the growing amount and diversity of IP-based services, has
strained the capacity of many traditional telecommunications networks. Capacity constraints are being exacerbated as HDTV and other bandwidth-intensive services become more prevalent. We believe the
rapid growth in
IP-based communications traffic is prompting many telecom service providers to modify their network architectures and substantially upgrade the capacity of their networks.

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While telecom service providers historically faced little competition in the market for basic voice services, competition has increased significantly in recent
years. Deregulation efforts have generally allowed incumbent, competitive and long-distance telecom service providers to compete with one another. Most cable operators now offer
high-speed Internet access and VoIP as part of a Triple Play offering. Specialized service providers such as Vonage Holdings Corp. and eBay's Skype Limited have introduced
low-cost VoIP services, and many incumbent service providers have responded by offering their own VoIP services. With the widespread use of mobile telephones, some wireless subscribers
have elected to discontinue their traditional wired telephone service. For many telecom service providers, these trends have resulted in pricing pressure for basic voice services, subscriber losses
and a reduction in profit margins related to voice services. As consumers now have a greater variety of service providers to choose from, telecom service providers face challenges in differentiating
their offerings and retaining customers.



In response to increased competition and pricing pressure for standalone voice services, many telecom service providers are seeking to offer Triple Play services,
which provides them with the opportunity to increase revenue per subscriber, create flexible pricing plans and promotions, improve customer loyalty and offer the convenience of a single bill, among
other benefits. While traditional voice and data services leave little room for differentiation, and the prices of these services are decreasing steadily, video represents an important source of
spending by consumers and has therefore emerged as a critical Triple Play offering. Once largely the domain of broadcasters, cable operators and satellite providers, video is increasingly viewed by
telecom service providers as an essential element of their business plans. However, because traditional telecom networks were not designed to carry video traffic, telecom service providers must
substantially upgrade the capacity, quality and design of their networks in order to deliver IPTV and other broadband services.



Throughout the past decade, telecom service providers have invested considerable resources to upgrade the capacity of their core and metro networks. Core networks
connect cities over long distances, while metro networks connect telecom facilities within cities. However, the access network, which serves as the final connection to a residence or business,
represents a significant network capacity bottleneck. The access network was originally designed for low-speed voice traffic and is comprised largely of copper telephone lines. In order to
overcome the inherent limitations of the access network, service providers deployed first-generation DSL technology. The most prevalent form of this technology generally enables maximum downstream
speeds of 1.5 megabits per second, which is far lower than the data transmission rates offered by competing cable companies. These DSL downstream speeds are adequate for basic data applications such
as web browsing and emailing, but are less viable for the concurrent or standalone operation of more bandwidth intensive Triple Play services and applications such as HDTV and two-way
video conferencing. More recently, enhanced variations of DSL technology supporting greater throughput, including ADSL2Plus and VDSL2, have been standardized, and in the case of ADSL2Plus, have been
widely deployed. Enhanced DSL services support bandwidth intensive applications and create a more competitive alternative to cable services. Some service providers have begun replacing portions of
their copper access network with a fiber optic technology known as fiber-to-the-premise, or FTTP. Given the cost and effort of replacing copper telephone lines with
fiber optic cables, FTTP is today most often deployed in either densely populated regions or new housing developments where a copper access network is not already present.

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Traditional telecom networks were designed to support low-capacity voice calls using complex voice switches and circuit-switched transmission
technology, in which a fixed amount of network capacity is reserved throughout the duration of a voice call, regardless of whether signals are being transmitted. While traditional networks adequately
support voice calls, they are inherently inefficient in handling large volumes of high-bandwidth communications. With the emergence of the Internet and the growing demand for broadband
services, telecom service providers have begun deploying new packet-based technologies, including IP, Ethernet and softswitching, to overcome the limitations of the traditional, circuit-switched
telephone network. IP-based networks handle the combination of voice, data and video traffic more efficiently by using bandwidth only when signals are being transmitted. Ethernet is the
most widely adopted networking technology for business and home networks, and is being increasingly utilized in telecom networks because of its low cost, simplicity and pervasiveness. Softswitching
refers to a network architecture in which the key
functions of traditional voice switches are separated and performed by various VoIP gateways and call servers built upon open standards.

Networks
employing packet-based technologies are generally simpler, more flexible and cheaper to construct and maintain than traditional circuit-switched voice networks. However, the
process of transitioning traditional networks to packet-based technologies is lengthy and costly. Most telecom service providers are therefore implementing packet-based technologies gradually and are
seeking products that can coexist in circuit-switched and packet-switched networks. Packet-based technologies were first used in core networks to more cost-effectively process
long-distance voice and Internet traffic, and were more recently adopted in many metro networks. The next step in this evolution, which has already begun, is the deployment of packet-based
technologies such as Ethernet and IP, in the access portion of the network.



Telecom service providers are seeking to upgrade their access networks to increase capacity, support IP-based services, such as VoIP and IPTV and
capitalize on the advantages of packet-based technologies. However, most existing solutions for upgrading access networks are generally insufficient, and include:



We
believe telecom service providers are seeking a new class of innovative broadband access products that can address the access network bottleneck, deliver the advantages of
packet-based technologies and provide simultaneous support for traditional and newer IP-based services. This new class of product must provide a compelling total cost of ownership, be
simple to install and manage and meet the stringent quality and performance standards of telecom service providers.

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The Occam Networks Solution

We develop, market and support innovative broadband access products designed to allow telecom service providers to increase the capacity of local access networks
and deliver Triple Play services. Our primary product, the Broadband Loop Carrier, or BLC, is an advanced broadband access platform that supports a range of IP-based and traditional
services in a single platform. Our BLC platform can be deployed in either a local telecom central office, or closer to the end-user in a remote terminal. We also provide a range of
ancillary products as part of our total solution, including optical network terminals and remote terminal cabinets. We believe our products enable service providers to deliver new revenue-generating
services while minimizing capital expenditures and operating costs.

Our
solution offers the following key benefits:

Supports multiple services.Our products support a range of IP-based services, including broadband Internet
access, VoIP and IPTV, in addition to traditional circuit-switched voice services. The ability to offer bundled Triple Play services allows telecom service providers to increase average revenue per
subscriber, increase customer retention and differentiate themselves versus their competitors. In particular, our support for IPTV enables our customers to address competitive threats posed by cable
operators and other competitors.

Addresses the access network bottleneck.We have designed our products to address capacity constraints in the local access
network. Our platform employs advanced DSL technologies, such as ADSL2Plus, to enable access speeds to the subscriber in excess of 20 megabits per second. In addition, we provide a
Point-to-Point Gigabit Ethernet fiber-to-the-premise, or FTTP, blade for our BLC product, enabling dedicated access speeds to the subscriber
of up to 1,000 megabits per second. Finally, we recently announced a Gigabit Passive Optical Network (GPON) product family that we currently expect to begin shipping in the second quarter of 2008 that
will enable our customers to offer copper, point-to-point and point-to-multipoint
(PON) services from the same BLC. By significantly increasing the capacity of local access networks, our customers are able to offer bandwidth-intensive services such as HDTV, on-line
gaming and two-way video conferencing.

Employs packet-based technologies.Our BLC platform features an innovative design that is built upon packet-based
technologies, including IP, Ethernet and softswitching. Our IP-based product efficiently utilizes network capacity and natively supports VoIP, IPTV and other IP-based services.
Because we utilize Ethernet in the design of our products, our customers benefit from the simplicity and economies of scale related to this pervasive networking technology. Our BLC platform also
features an integrated media gateway, which allows our customers to more easily and cost-effectively adopt softswitches within their access networks.

Integrated and flexible platform.Our BLC platform performs many of the functions that have traditionally been derived from
standalone products dedicated to circuit-switched voice, VoIP, DSL access, fiber optic access, DSL testing and Ethernet switching. We believe the integration of our platform delivers substantial
performance advantages while helping our customers to conserve costs, space and power, and simplify their networks by minimizing the number of discrete components. Our platform also features a modular
design, allowing our customers to purchase our product with minimal initial investment, and add capacity and features incrementally as their requirements grow. The BLC platform is economical for
low-capacity sites, but can scale to support tens of thousands of telephone subscribers from a single site in the network. With the recent introduction of our GPON family of
products, and our shipping of point-to-point Gigabit Ethernet FTTP products, our customers have the flexibility to adopt either copper or fiber optic access technologies.

Reliable and simple to install and operate.Our products are designed to meet the most stringent performance and reliability
standards of telecom service providers. Our field-proven BLC platform contains redundancy features to maximize network uptime and has been designed to withstand harsh

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environmental
conditions. We believe our products are simple to install and allow for the rapid introduction of new services. We offer sophisticated network management tools that allow our customers
to monitor and optimize the quality of their networks, which is critical when deploying services that are particularly sensitive to network quality, such as VoIP and IPTV.

Strategy

Our objective is to become the leading provider of innovative broadband access products to telecom service providers. Key elements of our strategy include the
following:

Extend technology leadership position.Our management team and technical personnel possess a unique combination of expertise
in both telecom and data networking technologies. We believe our technical leadership differentiates us from our competitors and has been key to our success in attracting customers to date. We will
continue to leverage our technical expertise and invest in research and development to design, engineer and sell innovative products that address our customers' needs.

Continue to enhance and extend our product line.We will continue to enhance our BLC platform to support new technologies and
features to address the evolving requirements of our customers. For example, we recently enhanced our BLC platform with support for 10 Gigabit Ethernet transport. We intend to broaden our product line
with introduction of new, innovative broadband access products. For example, in fiscal 2007, we announced the introduction of a GPON blade and a line of GPON optical network terminals,
or ONTs, providing our customers with a more complete FTTP solution. We also intend to continue to reduce the cost of our new and existing products to bring increased value to our customers.

Focus initially on independent operating companies.We currently focus our direct sales and marketing efforts on North
American independent operating companies, or IOCs, because, in our experience, they quickly adopt new technologies and are more willing to purchase products from focused suppliers like us. In
addition, a number of favorable regulatory, demographic, financial and competitive factors make IOCs attractive target customers for us. IOCs benefit from government funding for telecom projects aimed
at increasing broadband access to rural regions. Some of the areas IOCs serve are experiencing population growth as residents leave cities and suburbs for less populated surrounding areas. IOCs are
upgrading their local access networks to support population growth and demand for advanced services by deploying advanced copper and fiber-optic broadband access products such as ours. In addition,
IOCs tend to be financially stable with excellent credit and payment characteristics.

Expand customer focus by partnering with market leaders.While we expect to continue concentrating our direct sales efforts
on IOCs, we plan to prudently expand our target customer base to include larger telecom service providers in the U.S. and internationally. To assist in these efforts, we will continue to develop
distribution relationships with third parties that we believe have strong market positions and customer relationships. We believe this strategy allows us to expand our addressable market while
focusing resources on product development and our other core strengths.

Continue to prioritize customer satisfaction.We seek to consistently provide our customers with high levels of support and
service throughout the sales cycle and after installation of our products. We believe that our commitment to service and support has been an important contributing factor to our success to date. We
plan to expand our customer support and service capabilities to keep pace with the growth in our customer base, and will continue to make customer satisfaction a top priority for our Company.

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Products

BLC 6000 System.The BLC 6000, our primary product line, was announced in May 2003 and became commercially available in June
2003. The BLC 6000 is an advanced broadband access platform that increases the capacity of local access networks and allows telecom service providers to deliver Triple Play services to their
subscribers. The BLC 6000 is a highly-integrated platform that performs functions that have traditionally been delivered by separate voice, video, DSL access, fiber optic access and data networking
products. The BLC platform has a modular design composed of a central housing unit, or chassis, and a variety of electronic assemblies or blades to support various services or features. Key elements
of the system include:



|Model |  | Function                      |  | Description                                                                                                                                                                                                       
|----- |  | ----------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6150  |  | Lifeline POTS                 |  | Provides 48 POTS ports, multiple Gigabit Ethernet ports, and four T1 ports and converts analog voice traffic to VoIP                                                                                              
|6151  |  | Lifeline POTS                 |  | Provides 48 POTS ports and converts analog voice traffic to VoIP                                                                                                                                                  
|6152  |  | Lifeline POTS                 |  | Provides 48 ports of POTS, multiple Gigabit Ethernet ports, and converts analog voice traffic to VoIP                                                                                                             
|6214  |  | ADSL2plus                     |  | Provides 48 ADSL2plus ports with integrated POTS splitters for data and video                                                                                                                                     
|6244  |  | ADSL2Plus and POTS Blade      |  | Provides for 24 combination POTS and ADSL2Plus ports for voice, data, and video service delivery and multiple Gigabit Ethernet ports for optical fiber transport and blade interconnection                        
|6246  |  | ADSL2plus and POTS            |  | Provides 24 combination POTS and ADSL2plus ports for voice, data and video service delivery and multiple Gigabit Ethernet ports and four T1 ports                                                                 
|6252  |  | ADSL2plus and POTS            |  | Provides 48 combination POTS, multiple Gigabit Ethernet ports and ADSL2plus ports for voice, data and video service delivery                                                                                      
|6312  |  | Optical Line Termination      |  | Provides 20 Gigabit Ethernet ports for customer data and video services, optical fiber transport and blade interconnection                                                                                        
|6314  |  | Optical Line Termination      |  | Provides 16 Gigabit Ethernet ports for customer data and video services and two optical 10 Gigabit Ethernet transport ports and two copper 10 Gigabit interconnection ports                                       
|6322  |  | GPON Optical Line Termination |  | Provides 4 GPON OLT ports for customer voice, data and video services, one optical 10Gigabit Ethernet transport port and two copper 10Gigabit interconnection ports. (Announced October 2007 for delivery in
2008)
|6440  |  | Optical Packet Transport      |  | Provides 8 T1 ports and Gigabit Ethernet ports for optical fiber transport and blade interconnection                                                                                                              
|6450  |  | 10Gigabit Optical Aggregation |  | Provides 16 Gigabit Ethernet ports for customer subnetworks and two optical 10 Gigabit Ethernet transport ports and two copper 10 Gigabit interconnection ports                                                   
|6640  |  | Subscriber Trunk Gateway      |  | Interconnects VoIP to traditional voice switches using the TR-08 or GR-303 voice interface protocols                                                                                                              
|6600  |  | Emergency Standalone          |  | Provides local dialing to emergency service facilities and calls between local POTS subscribers during network outages                                                                                            

Chassis.Our chassis house our blade products, perform cooling, power and cable distribution and are offered in two model
types. The BLC 6001 chassis houses a single blade and can be deployed as a standalone unit for low-capacity applications or stacked for medium-capacity applications. The BLC 6012
chassis houses up to twelve blades for deployment in high-capacity applications.

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OccamView.OccamView is a distributed element management system that allows our customers to remotely manage Triple Play
services from any secure web browser. OccamView features an open architecture that can be integrated into a wide variety of telecom network management systems.

Optical network terminals.Our ON 2300 and ON 2400 series of optical network terminals, or ONTs, reside at either
residential or business locations and terminate active Gigabit Ethernet FTTP services delivered by the BLC platform. Voice, video and data traffic from the customer premises is fed to the ONT which
converts the traffic into optical signals for transmission to the BLC platform. We have introduced two families of ONTs for residential and business applications.

|Model   |  | Function                        |  | Description                                                                                                                         
|------- |  | ------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------
|ON 2300 |  | Optical Network Terminal Series |  | Enables the connection of single family and multi-dwelling units to Point-to-Point GigE FTTH networks                               
|ON 2400 |  | Optical Network Terminal Series |  | Enables the connection of single family and multi-dwelling units to GPON FTTH networks (Announced October 2007 for delivery in 2008)

Remote terminal cabinets.We offer a series of remote terminal cabinets that house our BLC platform and protect the system
from harsh environmental conditions. We source these cabinets from third parties who integrate our BLCs with a variety of accessory devices into the cabinets. We offer our customers versions for low-,
medium- and high-density deployments in a variety of geographical areas. Our cabinets are environmentally controlled, and we believe they deliver reliable protection with a high degree of deployment
flexibility.



We currently have under development products, features and functions that we believe will further enhance our product family. These development activities are
generally focused on the following areas:



Technology

We have a set of differentiated hardware and software technology elements and skills that we apply to the development of our products. We have recruited a
technical staff that possesses a unique combination of telecom and data networking expertise, which we believe provides a critical advantage in the design of our products. Our technical staff is
responsible for the introduction of several key developments, including Point-to-Point Gigabit Ethernet FTTP, 10
Gigabit transport, Ethernet Protection Switching, Emergency Standalone and Network Security Management.

In
October 2007, we purchased certain assets of Terawave Communications, Inc., including its gigabit passive optical networking, or GPON, technology. We believe this acquisition, along
with the subsequent hiring of certain former Terawave technical personnel, augmented our skills with knowledge of GPON and other standards associated with its development and eventual deployment.

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Key
components of our technology and expertise include:

IP/Ethernet architecture.Our system architecture is based upon IP and Ethernet technologies. We selected this design because
we believe that IP and Ethernet will account for a growing portion of communications traffic, and that telecom service providers will increasingly adopt IP and Ethernet technologies in local access
networks. Because our platform processes IP and Ethernet traffic natively, we believe our platform is more efficient, scalable and cost-effective than competing products based on legacy
technologies. We believe that our IP/Ethernet-based design will allow for continued cost-reductions due the significant economies of scale associated with these pervasive technologies.

Telecom expertise.Transitioning telecom networks to IP will be a lengthy process, and telecom service providers will
continue to deliver circuit-switched voice services for the foreseeable future. For this reason, we have designed our products to support a range of legacy switching, signaling and transport protocols
and have recruited engineering personnel with expertise in these areas. In order to help telecom service providers maintain the reliability of their networks as they transition to IP, we have designed
our products with key resiliency features, including Emergency Standalone, clustering and Ethernet Protection Switching.

Data networking expertise.Our products are designed for the secure and reliable delivery of critical services over IP
networks. Our engineering staff has expertise in the areas of switching, routing, native IP security management and VoIP signaling protocols such as SIP and MGCP. To assist in the deployment of
broadband Internet services, we have designed our products with integrated subscriber management, automated provisioning and policy enforcement tools.

Video delivery expertise.Delivering video services over telecom access networks is challenging because these networks were
not designed to carry bandwidth-intensive traffic, and video is more sensitive to disruption than other services, such as Internet access. We have designed our platform to address these
challenges and assist our customers in the rapid delivery of IPTV services. For example, our BLC platform provides sufficient capacity to support multiple channels of HDTV and provides integrated
video diagnostic tools for proactive video service quality management. We also believe our customers benefit from the experience we have gained in a multitude of IPTV deployments.

Transport and access interfaces.Our products interface with a wide variety of communications networks. We have applied our
diverse expertise in access and transport interfaces to design a family of blades, providing our customers with significant flexibility in the deployment of our products. Specific interface
technologies supported by our platform include: Gigabit Ethernet, 10 Gigabit Ethernet,, ADSL2plus, DS1 and standard POTS telephone service.

Network management.Our network provisioning and management system, OccamView, enables our customers to monitor the status of
their network, services and equipment through a web-based graphical user interface. OccamView interfaces with commonly used telecom network management systems and features a variety of
tools to facilitate service provisioning, activation, monitoring and access to service profiles.

Customers

For the year ended December 25, 2005, CT Communications, Inc. accounted for approximately 11% of our revenue. For the year ended December 31, 2006,
no single customer accounted for 10% or more of our revenue. For the year ended December 31, 2007 Goldfield Telecom and Farmers Telephone Cooperative accounted for 20% of our revenue, or
10% each.

To
date, we have primarily focused our sales and marketing efforts on independent operating companies, or IOCs. We believe there are more than 1,100 IOCs in the North America. These
companies vary in size ranging from small, rural companies serving limited geographic areas with a

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limited
number of lines to large independent providers serving multiple states. We have chosen to focus on IOCs because of the following favorable characteristics:



We
also believe there are significant opportunities to sell our products to large telecom service providers, including the national local exchange carriers, competitive local exchange
carriers and international telecom service providers. To date, we have not recognized a material amount of revenue from these segments.

Sales and Marketing

We have implemented a three-pronged sales strategy composed of the following elements:



In
March 2005, we entered into a strategic relationship with Tellabs and certain of its subsidiaries in which we granted Tellabs, Inc., or Tellabs, certain rights, including (i) a
nonexclusive license to

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integrate
certain parts of our Gigabit Ethernet switching and transport subsystems technology into Tellabs' fiber-to-the-curb (FTTC) card products, (ii) rights to manufacture certain of our BLC
products, and (iii) exclusive rights to sell such BLC products to identified categories of customers, including several of the regional Bell operating companies and other large incumbent local
exchange carriers as well as a number of large IOCs. We have agreed not to sell such BLC products to certain identified customers subject to these exclusive rights for a period of two or three years,
with the time period depending on the potential customer. In March 2006, we amended this strategic relationship to, among other things, (i) add a requirement that Tellabs purchase directly from
us a certain percentage of the BLC products that it sells to the listed exclusive customers, which percentage varies over time, and (ii) reduce the number of prospective customers with respect
to whom Tellabs' rights to sell our BLC products are exclusive. In particular, Tellabs' exclusive rights with respect to regional Bell operating companies and large incumbent local exchange carriers
are now limited to one incumbent local exchange carrier. Tellabs' exclusivity expired with respect to the large IOCs in March 2007. Tellabs' exclusivity will expire with respect to the remaining large
incumbent local exchange carrier in March 2008, unless Tellabs elects to extend the applicable exclusivity periods, which it may do at its sole discretion, subject to satisfaction of certain
milestones or payment of fees that extend the relevant milestone deadlines. Tellabs is obligated to pay us a royalty for each BLC product sold to one of the listed exclusive customers and each FTTC
product sold to any customer by Tellabs under this strategic relationship. We have not realized and do not expect to realize a material amount of revenues from the Tellabs relationship.

Our
marketing efforts are designed to create brand awareness with these customers and to demonstrate our technological leadership and cost advantages in the broadband access equipment
market. We educate potential customers about our products and the benefits of our solutions through industry publications and trade shows. We also conduct education programs to describe our products
and the
benefits of our solutions for senior management of engineering design firms who design networks for IOCs.

An
important element in our marketing strategy is the development of relationships with companies who have an established presence in our target market segments. We have developed the
Occam Packet Access Network Alliance, whereby independent companies work with us to define broader solutions, perform interoperability tests, develop joint-business cases and provide cooperative
customer support.

Technical Service and Customer Support

Our technical service and customer support organization is responsible for customer training, post-sales technical support and maintenance. We have
established a technical assistance center and a test and interoperability lab, which allows us to provide effective and timely customer support 24 hours a day, seven days a week. We work with
various third-party engineering, furnishing and installation companies to assist our customers with the design engineering, staging, installation and initial activation of our products. We also employ
a staff of interoperability and test engineers to ensure that our products are interoperable with various standards-based network elements including voice gateways, softswitches, DSLAMs, Ethernet
switches, DSL modems, optical network terminals, integrated access devices and residential gateways.

The
equipment that Occam sells is typically implemented as a part of the service provider's local access network, and is sometimes combined with additional work by the service provider
to update the copper wire or to install new fiber optic cable. As a result, a large percentage of the work is done in the late spring, summer and early fall in portions of the country that experience
colder weather, including snow and ice. As a result, there can be seasonality to Occam shipments biased towards these seasons.

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Research and Development

We have a team of engineers dedicated to conducting research and development in specific technology areas that are strategic to our business. Our research and
development team has expertise covering a range of telecom and data networking technologies, including digital loop carrier, voice signaling, call control, IP and Ethernet networking, DSL, optical
networking and network management.

We
expect to continue to make substantial investments in research and development. Research and development expenses, including amortization of stock-based compensation, were
approximately $7.4 million, $9.6 million and $13.3 million during the fiscal years ended 2005, 2006 and 2007, respectively. Our primary research and development center is based in
Santa Barbara, California. We have additional development centers in Camarillo, California and Hayward, California.

Patents and Intellectual Property

We currently rely on a combination of patent, copyright and trademark and trade secret laws, confidentiality procedures and contractual provisions to protect our
proprietary rights with respect to our technology and proprietary information. We have been granted 24 patents, we also have several additional patent applications pending and we intend to file more
patent applications. Our granted patents expire over the next 13 to 15 years. Our patent strategy is designed to protect corporate technology assets, provide access to additional technology
through cross-licensing opportunities and create opportunities for additional revenue through technology licensing. We cannot provide any assurance that any patents will be issued from pending
applications or that any issued patents will adequately protect our intellectual property.

While
we rely on patent, copyright, trademark and trade secret laws to protect our technology, we also believe that factors such as the technological and creative skills of our
personnel, new product developments, frequent product enhancements and product reliability are essential to establishing and maintaining a technology leadership position. We selectively license
technologies from third parties when necessary or useful.

We
maintain a program to identify and obtain patent protection for our inventions. It is possible that we will not receive patents for every application we file. Furthermore, our issued
patents may not adequately protect our technology from infringement or prevent others from claiming that our products infringe the patents of those third parties. Our failure to protect our
intellectual property could materially harm our business. In addition, our competitors may independently develop similar or superior technology, duplicate our products, or design around our patents.
It is possible that litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary
rights of others. Litigation could result in substantial costs and diversion of resources and could materially harm our business.

We
may receive in the future, notice of claims of infringement of other parties' proprietary rights. Infringement or other claims could be asserted or prosecuted against us in the
future, and it is possible that past or future assertions or prosecutions could harm our business. Any such claims, with or without merit, could be time-consuming, result in costly
litigation and diversion of technical and management personnel, cause delays in the development and release of our products, or require us to develop non-infringing technology or enter
into royalty or licensing arrangements. Such royalty or licensing arrangements, if required, may require us to license back our technology or may not be available on terms acceptable to us, or at all.
For these reasons, infringement claims could materially harm our business.

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Manufacturing

We outsource significant portions of our manufacturing operation to third parties and have entered into a manufacturing outsourcing contract with Flash
Electronics, located in Fremont, California, for the manufacture of our BLC 6000 blade products. This agreement provides for material procurement, board level assembly, testing, purchase commitments
and quality control by the manufacturer, and delivery to our end customers. Our products are manufactured in the United States, China and Mexico. We design, specify and monitor all applicable testing
in order to meet our internal and customer quality standards. Occam is ISO 9001:2000 Certified. ISO 9000:2000 is a series of standards agreed to by the International Organization for
Standardization covering various aspects of design, development, production of equipment and distribution.

We
have several single or limited source suppliers. Although our products could be redesigned to avoid using any sole source supplier, it would be expensive and time consuming to make
such a change.

Competition

Competition in our market is intense and we expect competition to increase. The market for broadband access equipment is dominated primarily by large suppliers
such as ADTRAN Inc., Alcatel- Lucent SA and Tellabs. While these suppliers focus primarily on large service providers, they have competed, and may increasingly compete, in the IOC market
segment. In addition, a number of emerging companies, including Calix, have developed, or are developing, products that compete with ours, including within our core IOC segment.

Our
ability to compete successfully depends on a number of factors, including:



Although
we believe we compete favorably on the basis of product quality and performance, many of our existing and potential competitors are larger than we are, and have greater
financial resources and more well- established brands and customer relationships than we do. Unlike many of our competitors, we do not provide equipment financing to potential customers.
In addition, many of our competitors have broader product lines than we do, so they can offer bundled products, which may appeal to certain customers.

As
the market for our products is new and evolving, winning customers early in the growth of this market is critical to our ability to expand our business and increase sales. Service
providers are typically reluctant to switch equipment suppliers once a particular supplier's product has been installed due to the time and cost associated with such replacements. As a result,
competition among equipment suppliers to secure initial contracts with key potential customers is particularly intense and will continue to place pressure on product pricing. If we are forced to
reduce prices in order to secure customers, we may be unable to sustain gross margins at desired levels or maintain profitability.

Governmental Regulation

The markets for our products are characterized by a significant number of laws, regulations and standards, both domestic and international, some of which are
evolving as new technologies are

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deployed.
Our products, or the deployment of our products, are required to comply with these laws, regulations and standards, including those promulgated by the Federal Communications Commission, or
FCC, and counterpart foreign agencies. Subject to certain statutory parameters, we are required to make available to our customers, on a reasonably timely basis and at a reasonable charge, such
features or modifications as are necessary to permit our customers to meet those capability requirements. In some cases, we are required to obtain certifications or authorizations before our products
can be introduced, marketed or sold. While we believe that our products comply with all current applicable governmental laws, regulations and standards, we cannot assure that we will be able to
continue to design our products to comply with all necessary requirements in the U.S in the future. Accordingly, any of these laws, regulations and standards may directly affect our ability to market
or sell our products.

In
addition, the Federal Communications Commission and state public utility commissions regulate our customers, including the rates that our customers may charge for telecommunications
services. In particular, our IOC customers, but also others including regional Bell operating companies and competitive local exchange carriers, receive substantial revenue from intercarrier
compensation (including interstate and intrastate access charges) and federal and state universal service subsidies. In 2001, the FCC initiated a rulemaking proceeding to seek comment as to whether
and how the FCC should change its rules governing intercarrier compensation. In 2004, the FCC issued a further notice of proposed rulemaking seeking comment on various proposals for changes in its
intercarrier compensation rules, which also could increase the amount of federal universal service subsidies. In addition, the FCC is currently considering several other rulemaking proceedings
addressing the level and structure of federal universal service subsidies. Congress may also consider legislation addressing some or all of these issues. Furthermore, the state public utility
commissions also from time to time review rates charged by our customers, and state legislatures from time to time consider legislation that affects telephone company rates and regulation. If some or
all of these proposed changes are adopted, they could, individually and collectively, substantially change the amount and sources of revenues of our customers. Should those revenues be adversely
affected, our customers could reduce their capital expenditures.

FCC
regulatory policies that affect the availability of broadband access services may impede the penetration of our customers in their respective markets, affecting the prices that our
customers are able to charge, or otherwise affecting the ability of our customers to market their services and grow their business. For example, FCC regulations addressing interconnection of competing
networks, collocation, unbundling of network elements and line sharing impact our potential regional Bell operating company, IOC and competitive local exchange provider customers.

Furthermore,
legislation is currently before the United States Congress that could affect the demand for our products. Various proposals before the United States Congress would alter the
regulatory regime for franchising multichannel video providers, the regulatory status and obligations of VoIP, broadband video and broadband data providers, and the extent to which broadband Internet
access providers are subject to non-discrimination or other duties with respect to applications or service provided over broadband networks. Some of these issues are also being considered
by state legislatures in various forms.

State
regulation of telecommunications networks and service providers may also affect the regulatory environment of our market. As discussed above, states generally regulate the rates
for intrastate telecommunications services, particularly those offered by incumbent local exchange carriers such as the RBOCs and IOCs, and some states provide state universal service subsidies to our
customers. State regulators also, for example, typically settle disputes for competitive access to some incumbent local exchange carrier network elements or collocation in incumbent local exchange
carrier offices, which competitive carriers use to offer various services. State regulators may also regulate and arbitrate disputes concerning interconnection of networks of incumbent local exchange
carriers and

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competitive
carriers. To the extent that our customers are adversely affected by these changes in the regulatory environment, our business, operating results, and financial condition may be harmed.

In
addition to federal and state telecommunications regulations, an increasing number of other domestic laws and regulations are being adopted to specifically address broadband and
telecommunications issues such as liability for information retrieved from or transmitted over the Internet, online content regulation, user privacy, taxation, consumer protection, security of data
and access by law enforcement, as well as intellectual property ownership, obscenity and libel. For instance, the FTC has recommended that Congress enact legislation to ensure adequate protection of
online privacy and federal online privacy legislation is currently pending in Congress. The adoption of this or other restrictive legislation could increase the costs of communicating over the
Internet or decrease the acceptance of the Internet as a commercial and advertising medium, thus dampening the growth of the Internet. Because our customers use our products to facilitate both
commercial and personal uses of the Internet, our business could be harmed if the growth of the Internet were adversely affected by such regulations or standards.

Countries
in the European Union, or EU, have also adopted laws relating to the provision of Internet services, the use of the Internet, and Internet-related applications. For example, in
the United
Kingdom, an Internet service provider, or ISP, may be liable for defamatory material posted on its sites. In Germany, an ISP may be liable for failing to block access to content that is illegal in the
country. In addition, the EU has adopted a data protection directive to address privacy issues, impacting the use and transfer of personal data within and outside the EU. The application of this
directive within the EU and with respect to U.S. companies that may handle personal data from the EU is unsettled. Similarly, countries in Europe restrict the use of encryption technology to varying
degrees, making the provision of such technology unclear. Other laws relating to Internet usage are also being considered in the EU.

The
applicability of laws, regulations and standards affecting the voice telephony, broadband telecommunications and data industry in which we and our customers operate is continuing to
develop, both domestically and internationally. We cannot predict the exact impact that current and future laws, regulations and standards may have on us or our customers. These laws, regulations and
standards may directly impact our products and result in a material and adverse effect on our business, financial condition and results of operations. In addition, should our customers be adversely
impacted by such regulation, our business, financial condition and results of operations would likely be adversely affected as well.

Employees

As of December 31, 2007, we employed 170 full-time employees in the United States and 4 full-time employees in Canada. Of our total number of
employees, 44 were in sales and marketing, 36 were in operations and manufacturing, 67 were in engineering and 25 were in finance and administration. None of our employees is represented by collective
bargaining agreements. We consider our relations with employees to be good.

Facilities

We have lease agreements related to the following properties:



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We
expect to consolidate our Hayward, California and Milpitas, California facilities into one new location in 2008.

We
believe that our facilities adequately meet our current requirements for the foreseeable future and that we will be able to secure additional facilities as needed on commercially
acceptable terms.

Backlog

Our backlog primarily consists of purchase orders from customers for products to be delivered within the next quarter. Our backlog as of December 31, 2007
was approximately $8.0 million. Due in part to factors such as the timing of product release dates, customer purchase orders, product availability, allowing customers to delay scheduled
delivery dates without penalty, allowing customers to cancel orders within negotiated time frames without significant penalty, and other factors that may adversely affect or delay our ability to
recognize revenue under applicable revenue recognition rules, our backlog may not be indicative of sales during any subsequent quarter.

Geographic Information

During our last three years, substantially all of our revenue was generated within North America, and all of our long-lived assets are located within the United
States.

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ITEM 1A.    RISK FACTORS

This Annual Report on Form 10-K, or Form 10-K, including any information incorporated by reference
herein, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, referred to as the Securities Act, and Section 21E of the
Securities Exchange Act of 1934, as amended, referred to as the Exchange Act. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expect," "plan,"
"intend," "forecast," "anticipate," "believe," "estimate," "predict," "potential," "continue" or the negative of these terms or other comparable terminology. The forward-looking statements contained
in this Form 10-K involve known and unknown risks, uncertainties and situations that may cause our or our industry's actual results, level of activity, performance or achievements
to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these statements. These factors include those listed below in this
Item 1A and those discussed elsewhere in this Form 10-K. We encourage investors to review these factors carefully. We may from time to time make additional written and oral
forward-looking statements, including statements contained in our filings with the SEC. We do not undertake to update any forward-looking statement that may be made from time to time by or on behalf
of us, whether as a result of new information, future events or otherwise, except as required by law.

Before you invest in our securities, you should be aware that our business faces numerous financial and market risks, including those described below, as well as
general economic and business risks. The following discussion provides information concerning the material risks and uncertainties that we have identified and believe may adversely affect our
business, our financial condition and our results of operations. Before you decide whether to invest in our securities, you should carefully consider these risks and uncertainties, together with all
of the other information included in this Annual Report on Form 10-K.

Risks Related to Our Restatement

Matters relating to or arising from the restatement, errors in our historic revenue recognition practices, and weaknesses in our internal controls,
including adverse publicity and potential concerns from our customers and prospective customers, regulatory inquiries, and litigation matters, could have a material adverse effect on our business,
revenues, operating results, or financial condition.

As described in the section captioned "Management's Discussion of Financial Condition and Results of Operations" and Note 3 Restatement of Consolidated
Financial Statementsof the notes to our consolidated financial statements included in this Annual Report or
Form 10-K, in March 2007, our audit committee initiated a review of our historic revenue recognition practices that resulted in the restatement of our previously filed financial
statements for the fiscal years ended December 26, 2004 and December 25, 2005, each of the interim quarterly periods of such fiscal years, and the first, second, and third quarters of
the fiscal year ended December 31, 2006. The audit committee conducted its investigation and review with the assistance of independent counsel and an independent forensic accounting advisor. On
October 16, 2007, we announced the completion of the investigation and filed our Annual Report on Form 10-K for the year ended December 31, 2006, which included our
consolidated financial statements for the year ended December 31, 2006 and our restated financial statements for the years ended December 26, 2004 and December 25, 2005.

The
investigation and resulting restatement could have a material adverse effect on our relationships with customers and customer prospects, has already resulted in the initiation of
securities class action litigation, and could result in other civil litigation or formal or informal regulatory inquiries or litigation, any of which could have a material adverse effect on our
business, revenues, operating results, or financial condition. Under Delaware law, our bylaws, and certain indemnification agreements, we may have an obligation to indemnify certain current and former
officers and directors in relation to these matters. Such indemnification may have a material adverse effect on our business, results of operations, and financial condition to the extent insurance
does not cover our costs. The insurance carriers that provide our directors' and officers' liability policies may seek to rescind or deny

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coverage
with respect to those pending investigations or actions in whole or in part, or we may not have sufficient coverage under such policies, in which case our business, results of operations, and
financial condition may be materially and adversely affected.



As a result of the investigation, we filed our 2006 Form 10-K approximately six and one-half months late, and we also failed until
October 2007 to file our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2007 and June 30, 2007, which had been due in May 2007 and August 2007,
respectively. Our non-compliance with public reporting obligations also subjected us to delisting proceedings from the NASDAQ Global
Market, which have since been resolved. Our prior delinquencies, the restatement, resulting litigation, any regulatory inquiries, and other adverse publicity could continue to affect our relationships
with customers and customer prospects and could have a material adverse effect on our business, revenues, operating results, and financial condition. In particular, in the second quarter of fiscal
2007, following the disclosure of our audit committee investigation and after we became subject to NASDAQ delisting proceedings, we identified a softening of our business that continued into the third
quarter of fiscal 2007. We believe this softening was attributable in part to delays associated with our customers' evaluations of strategic investment decisions concerning their movement from copper
wire to fiber, in part to a shift in our customer base toward longer term loan projects funded by the U.S. Department of Agriculture's Rural Utilities Service, or RUS program, and in part to delays in
our financial reporting. In the fourth quarter of 2007, we experienced an improvement in our business, with both revenues and gross margins increasing significantly from the third quarter. Our
customers consist largely of small, conservatively managed telecommunications companies, and we expect that these customers and customer prospects may continue to evaluate the results of the
restatement and conclusions of the internal investigation when determining whether to initiate or continue purchasing from us. Moreover, we anticipate that our competitors will seek to leverage the
restatement and investigation to raise concerns about us in the minds of our customers and customer prospects. Any adverse publicity or customer uncertainty resulting from our announcement of the
restatement, associated litigation, and any regulatory actions could have a material adverse effect on our business, revenues, results of operations, and financial condition.

As
a result of the audit committee investigation, we have implemented personnel changes in our sales department that could adversely affect our revenues and results of operations in
future periods if we are not successful in managing the transition of relationships with our existing customers and key prospects. In particular, we have terminated two sales personnel, including a
senior sales executive who managed a geographic region that generated a substantial portion of our revenues in recent years. In order to manage the customer transition as effectively as possible, we
have engaged the former sales executive to consult with us on certain customer prospects. We believe personal relationships between our customers and our sales/customer support personnel are critical
factors in winning new customers and maintaining existing customers, and loss of key sales and customer support personnel could have a material adverse effect on our future business, revenues, results
of operations, and financial condition.



We, certain of our directors and executive officers and others are defendants in a consolidated federal securities class action. The consolidated complaint
alleges that defendants violated sections 10(b), 20(a) and 20A of the Exchange Act and SEC Rule 10b-5 promulgated thereunder, as well as sections 11 and 15 of the
Securities Act by making false and misleading statements and omissions relating to our financial statements and internal controls with respect to revenue recognition that required restatement. We
cannot provide any assurances that the final outcome of this consolidated securities class action will not have a material adverse effect on our business, results of operations, or financial
condition. We may become subject to additional litigation, regulatory inquiries,

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and
others, or other proceedings or actions arising out of the audit committee review and the related restatement of our historic financial statements. Litigation and any potential regulatory actions
or proceedings can be time-consuming and expensive and could divert management time and attention from our business, which could have a material adverse effect on our revenues and results
of operations. The adverse resolution of any specific lawsuit or potential regulatory action or proceeding could have a material adverse effect on our business, results of operations, and financial
condition.

If we fail to establish and maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis
could be impaired, which would adversely affect our consolidated operating results, our ability to operate our business and our stock price.

Ensuring that we have adequate internal financial and accounting controls and procedures in place to produce accurate financial statements on a timely basis is a
costly and time-consuming effort that needs to be re-evaluated frequently. Failure on our part to have effective internal financial and accounting controls would cause our
financial reporting to be unreliable, could have a material adverse effect on our business, operating results, and financial condition and could cause the trading price of our common stock to fall
dramatically. We and our current and former independent registered public accounting firms have identified control deficiencies in the past, and in connection with its investigation and determination
to restate our financial statements, our audit committee, management, and current independent registered public accounting firm have recently identified deficiencies in our internal controls that
contributed to the need to restate our historic financial statements. As a result of these identified control deficiencies, our chief executive officer and chief financial officer have determined
that, as of December 31, 2007, our internal controls over financial reporting were not effective to provide reasonable assurance regarding the reliability of our financial reporting and the
preparation of financial statements for external reporting in accordance with generally accepted accounting principles in the United States.

Our
audit committee's investigation of revenue recognition issues identified weaknesses and other control deficiencies relating principally to revenue recognition and the processes and
procedures associated with customer transactions and interaction with and review by our finance department. As part of its internal control deficiencies letter dated October 15, 2007, our
current independent registered public accounting firm identified a material weakness relating to revenue recognition. Our independent registered public accounting firm noted that we did not have
policies and procedures in place to ensure that modifications to, or side agreements associated with, our standard terms of contract are properly documented and approved. Our independent registered
public accounting firm also cited a lack of understanding of the accounting consequences of modifications to standard terms by certain sales employees and a lack of communication among our sales,
engineering, and finance departments to ensure that all sales transactions are properly tracked, documented, approved, and recorded.

In
their October 2007 letter, our independent registered public accounting firm identified additional control deficiencies that it determined to be significant deficiencies but that it
did not deem to be material weaknesses. In particular, it identified a significant deficiency relating to segregation of duties, noting among other things that in certain instances journal entries and
account reconciliations were approved by the preparer of the entry or reconciliation. Our independent registered public accounting firm also noted a significant deficiency relating to
post-closing adjusting journal entries and recommended that we reassess the timeline of our financial statement process to ensure that we have reasonable time to conclude a thorough
financial statement closing process. Finally, our independent registered public accounting firm identified significant deficiencies relating to recording certain purchase transactions, where parts
were ordered and accepted by our engineering department, without approval or involvement of our finance department, and where fixed assets were not properly classified for depreciation purposes.

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In
connection with the audit of our consolidated financial statements for the year ended December 31, 2007 and the effectiveness of our internal control over financial reporting
as of December 31, 2007, our independent registered public accounting firm identified a material weakness and some significant deficiencies in our internal control over financial reporting in a
letter dated March 10, 2008. Specifically, our independent registered public accounting firm noted a continuing material weakness relating to revenue recognition and our policies and procedures
to ensure that modifications to, or side agreements associated with, our standard terms of contract were properly approved, documented, tracked and recorded.

Remedying
our material weakness and other control deficiencies will require substantial management time and attention and will result in our incurring substantial incremental expenses,
including with respect to increasing the size of our finance organization and retaining outside consultants to assist in the implementation of new internal controls. Any failure to remedy our
identified control deficiencies or any additional errors or delays in our financial reporting, whether or not resulting from a failure to remedy the deficiencies that resulted in the current
restatement, would have a material adverse effect on our business and results of operations and could have a substantial adverse impact on the trading price of our common stock and our relationships
with customers.

Our
management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States. Our management does not expect
that our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not
absolute, assurance that the control system's objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that
misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company will have been detected. As discussed in this
Form 10-K, our audit committee and management, together with our current and former independent registered public accounting firms, have identified numerous control deficiencies in
the past and may identify additional deficiencies in the future.

We
are required to comply with Section 404 of the Sarbanes-Oxley Act of 2002 in connection with this Annual Report on Form 10-K for our year ending
December 31, 2007. We have expended significant resources in developing the necessary documentation and testing procedures required by Section 404 of the Sarbanes-Oxley Act. Our
management and independent registered public accounting firm have concluded that we did not maintain effective control over financial reporting as of December 31, 2007 based on the criteria in
Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. We cannot be certain that the actions we have taken and are taking to improve our
internal controls over financial reporting will be sufficient or that we will be able to implement our planned processes and procedures in a timely manner. In addition, we may be unable to produce
accurate financial statements on a timely basis. Any of the foregoing could cause investors to lose confidence in the reliability of our consolidated financial statements, which could cause the market
price of our common stock to decline and make it more difficult for us to finance our operations and growth.

Risks Related to Our Business and Industry

Our focus on independent telephone operating companies limits our sales volume with individual customers and makes our future operating results
difficult to predict.

We currently focus our sales efforts on the independent telephone operating companies, or IOCs, in North America. These customers generally operate relatively
small networks with limited capital expenditure budgets. Accordingly, we believe the total potential sales volume for our products at any individual IOC is limited, and we must identify and sell
products to new IOC customers each quarter

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to
continue to increase our sales. In addition, the spending patterns of many IOCs are characterized by small and sporadic purchases. Moreover, because our sales to IOCs are predominantly based on
purchase orders rather than long-term contracts, our customers may stop purchasing equipment from us with little advance notice. As a result, we have limited backlog, our future operating
results are difficult to predict and we will likely continue to have limited visibility into future operating results.

Fluctuations in our quarterly and annual operating results may adversely affect our business and prospects.

A number of factors, many of which are outside our control, may cause or contribute to significant fluctuations in our quarterly and annual operating results.
These fluctuations may make financial planning and forecasting more difficult. In addition, these fluctuations may result in unanticipated decreases in our available cash, which could limit our growth
and delay implementation of our expansion plans. Factors that may cause or contribute to fluctuations in our operating results include:



As
a consequence, operating results for a particular future period are difficult to predict and prior results are not necessarily indicative of results to be expected in the future. Any
of the foregoing factors may have a material adverse effect on our consolidated results of operations.

We have a history of losses and negative cash flow, and we may not be able to generate positive operating income and cash flows in the future to support
the expansion of our operations.

We have incurred significant losses since our inception. As of December 31, 2007, we had an accumulated deficit of $119.8 million. We incurred
substantial losses in 2007. We expect to continue to incur losses in 2008. We cannot assure you that we will not continue to incur losses or experience negative cash flow in the future. We have only
generated operating income in the quarters ended
December 25, 2005, September 24, 2006, and December 31, 2006. Our continued inability to generate positive operating income and cash flow would materially and adversely affect our
liquidity, consolidated results of operations and consolidated financial condition.

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A
significant portion of our expenses is fixed, and we expect to continue to incur significant expenses for research and development, sales and marketing, customer support, and general
and administrative functions. Given the rate of growth in our customer base, our limited operating history and the intense competitive pressures we face, we may be unable to adequately control our
operating costs. In order to achieve and maintain profitability, we must increase our sales while maintaining control over our expense levels.

Because our markets are highly competitive and dominated by large, well-financed participants, we may be unable to compete effectively.

Competition in our market is intense, and we expect competition to increase. The market for broadband access equipment is dominated primarily by large,
established suppliers such as ADTRAN, Inc., Alcatel, and Tellabs, Inc. While these suppliers focus primarily on large service providers, they have competed, and may increasingly compete,
in the IOC market segment. In addition, a number of emerging companies, including Calix Networks, Inc., have developed, or are developing, products that compete with ours, including within our
core IOC segment.

Our
ability to compete successfully depends on a number of factors, including:



Many
of our existing and potential competitors are larger than we are and have greater financial resources and better-established brands and customer relationships. Unlike many of our
competitors, we do not provide financing to potential customers. In addition, many of our competitors have broader product lines than we do, so they can offer bundled products, which may appeal to
certain customers.

As
the market for our products is new and evolving, winning customers early in the growth of this market is critical to our ability to expand our business and increase sales. Because the
products that we
and our competitors sell require a substantial investment of time and funds to install, customers are typically reluctant to switch equipment suppliers once a particular supplier's product has been
installed. As a result, competition among equipment suppliers to secure contracts with potential customers is particularly intense and will continue to place pressure on product pricing. Some of our
competitors have in the past and may in the future resort to offering substantial discounts to win new customers and generate cash flows. If we are forced to reduce prices in order to secure
customers, we may be unable to sustain gross margins at desired levels or achieve profitability.

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We have relied, and expect to continue to rely, on our BLC 6000 product line for the substantial majority of our sales, and a decline in sales of our
BLC 6000 line would cause our overall sales to decline proportionally.

We have derived a substantial majority of our sales in recent years from our BLC 6000 product line. We expect that sales of this product line will continue to
account for a substantial majority of our sales for the foreseeable future. Any factors adversely affecting the pricing of, or demand for, our BLC 6000 line, including competition or technological
change, could cause our sales to decline materially and our business to suffer.

If we fail to enhance our existing products and develop new products and features that meet changing customer requirements and support new technological
advances, our sales would be materially and adversely affected.

Our market is characterized by rapid technological advances, frequent new product introductions, evolving industry standards and recurring changes in
end-user requirements. Our future success will depend significantly on our ability to anticipate and adapt to such changes and to offer, on a timely and cost-effective basis,
products and features that meet changing customer demands and industry standards. The timely development of new or enhanced products is a complex and uncertain process, and we may not be able to
accurately anticipate market trends or have sufficient resources to successfully manage long development cycles. We may also experience design, manufacturing, marketing and other difficulties that
could delay or prevent the development, introduction or marketing of new products and enhancements. The introduction of new or enhanced products also requires that we manage the transition from older
products to these new or enhanced products in order to minimize disruption in customer ordering patterns and ensure that adequate supplies of new products are available for delivery to meet
anticipated customer demand. If we are unable to develop new products or enhancements to our existing products on a timely and cost-effective basis, or if our new products or enhancements
fail to achieve market acceptance, our business, consolidated financial condition and consolidated results of operations would be materially and adversely affected.

We
recently enhanced our BLC 6000 platform to support active Gigabit Ethernet fiber-to-the-premises, or FTTP, services. Although we have invested
significant time and resources to develop this enhancement, these FTTP-enabled products are relatively new, with limited sales to date, and market acceptance of these products may fall
below our expectations. The introduction of new products is also expected to place pressure on our gross margins as most new products require time and increased sales volumes to achieve
cost-saving efficiencies in production. To the extent our new products and enhancements do not achieve broad market acceptance, we may not realize expected returns on our investments, and
we may lose current and potential customers.

Our efforts to increase our sales and marketing efforts to larger telecom operators, which may require us to broaden our reseller relationships, may be
unsuccessful.

To date, our sales and marketing efforts have been focused on small and mid-sized IOCs. A key element of our long-term strategy is to
increase sales to large IOCs, competitive local exchange carriers, regional Bell operating companies and international telecom service providers. We may be required to devote substantial technical,
marketing and sales resources to the pursuit of these customers, who have lengthy equipment qualification and sales cycles. In particular, sales to these customers may require us to upgrade our
products to meet more stringent performance criteria, develop new customer-specific features or adapt our product to meet international standards. We may incur substantial technical, sales and
marketing expenses and expend significant management effort without any assurance of generating sales. Because we have limited resources and large telecom operators may be reluctant to purchase
products from a relatively small supplier like us, we plan to target these customers in cooperation with strategic resellers. These reseller relationships may not be available to us, and if formed,
may include terms, such as exclusivity and non-competition provisions,

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that
restrict our activities or impose onerous requirements on us. Moreover, in connection with these relationships, we may forego direct sales opportunities in favor of forming relationships with
strategic resellers. If we are unable to successfully increase our sales to larger telecom operators or expand our reseller relationships, we may be unable to implement our long-term
growth strategy.

Our strategic relationship with Tellabs has not resulted and may never result in a material increase in our sales.

In March 2005, we announced a strategic relationship with Tellabs, Inc., or Tellabs, and certain of its subsidiaries in which we granted Tellabs exclusive
rights to sell certain of our BLC products to identified categories of customers, including several of the regional Bell operating companies and other large incumbent local exchange carriers as well
as a number of large IOCs. In March 2006, we amended this strategic relationship to, among other things, reduce the number of prospective customers
with respect to whom Tellabs' rights to sell our BLC products are exclusive. In particular, Tellabs' exclusive right with respect to regional Bell operating companies and large incumbent local
exchange carriers is now limited to one incumbent local exchange carrier. To date, sales from the Tellabs relationship have been negligible. We cannot predict whether we will realize material sales
from this relationship, particularly given that we have not recognized material sales to date and, as discussed below, our agreement with Tellabs expires with respect to the remaining incumbent local
exchange carrier in March 2008. In particular, Tellabs has no minimum purchase commitments under its agreement with us. Moreover, Tellabs is a competitor of ours in certain markets. Although Tellabs
has agreed that it will not sell, or help a third party to sell, products that are similar to our BLC products to any of the identified customers where Tellabs has been granted exclusive sales rights,
with the exception of these identified exclusive customers, Tellabs remains free to compete with us. Tellabs' agreement not to sell similar products to the exclusive customers expires upon the
expiration of Tellabs' exclusivity under our agreement. Tellabs' exclusivity will expire with respect to the remaining large incumbent local exchange carrier in March 2008 and expired with respect to
the large IOCs in March 2007, unless Tellabs elects, with respect to the large incumbent local exchange carrier, to extend the applicable exclusivity period, which it may do at its sole discretion,
subject to satisfaction of certain milestones or payment of extension fees that extend the relevant milestone deadlines. We have not realized and do not expect to realize a material amount of revenues
from this Tellabs relationship. We expect Tellabs to end this resale agreement and the exclusive arrangement relating to one large incumbent local exchange carrier in March 2008.

We may be unable to successfully expand our international operations. In addition, our international expansion plans, if implemented, will subject us to
a variety of risks that may adversely affect our business.

We currently generate almost all of our sales from customers in North America and have very limited experience marketing, selling and supporting our products and
services outside North America or managing the administrative aspects of a worldwide operation. While we intend to expand our international operations, we may not be able to create or maintain
international market demand for our products. In addition, regulations or standards adopted by other countries may require us to redesign our existing products or develop new products suitable for
sale in those countries. If we invest substantial time and resources to expand our international operations and are unable to do so successfully and in a timely manner, our business, financial
condition and results of operations will suffer.

In
the course of expanding our international operations and operating overseas, we will be subject to a variety of risks, including:



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If we lose any of our key personnel, or are unable to attract, train and retain qualified personnel, our ability to manage our business and continue our
growth would be negatively impacted.

Our success depends, in large part, on the continued contributions of our key management, engineering, sales and marketing personnel, many of whom are
highly-skilled and would be difficult to replace. None of our senior management or key technical or sales personnel is bound by a written employment contract to remain with us for a specified period.
In addition, we do not currently maintain key-man life insurance covering our key personnel. If we lose the services of any key personnel, our business, financial condition and results of
operations may suffer.

Competition
for skilled personnel, particularly those specializing in engineering and sales is intense. We cannot be certain that we will be successful in attracting and retaining
qualified personnel, or that newly-hired personnel will function effectively, either individually or as a group. In particular, we must continue to expand our direct sales force, including hiring
additional sales managers, to grow our customer base and increase sales. Even if we are successful in hiring additional sales personnel, new sales representatives require up to a year to become
effective, and the recent loss of a senior sales executive could have an adverse impact on our ability to recruit and train additional sales personnel. In addition, our industry is characterized by
frequent claims relating to unfair hiring practices. We may become subject to such claims and may incur substantial costs in defending ourselves against these claims, regardless of their merits. If we
are unable to effectively hire, integrate and utilize new personnel, the execution of our business strategy and our ability to react to changing market conditions may be impeded, and our business,
financial condition and results of operations could suffer.

We may have difficulty managing our growth, which could limit our ability to increase sales and cash flow.

We have experienced significant growth in our sales and operations in recent years. We expect to expand our research and development, sales, marketing and support
activities, including our activities outside the U.S. Our historical growth has placed, and planned future growth is expected to continue to place, significant demands on our management, as well as
our financial and operational resources, as required to:



In
addition, as discussed in this Form 10-K under Part II, Item 9A, our internal controls over financial reporting are currently ineffective, and we will
need to expand our finance organization and retain outside advisors to implement adequate and effective financial controls. If we cannot grow or

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manage
our business growth effectively, we may not be able to execute our business strategies and our business, consolidated financial condition and consolidated results of operations would suffer.

Because we depend upon a small number of outside contractors to manufacture our products, our operations could be disrupted if we encounter problems
with any of these contractors.

We do not have internal manufacturing capabilities and rely upon a small number of contract manufacturers to build our products. In particular, we rely on Flash
Electronics, Inc. for the manufacture of our BLC 6000 blade products. Our reliance on a small number of contract manufacturers makes us vulnerable to possible capacity constraints and reduced
control over component availability, delivery schedules, manufacturing yields and costs. We do not have long-term supply contracts with our primary contract manufacturers. Consequently,
these manufacturers are not obligated to supply products to us for any specific period, in any specific quantity or at any certain price, except as may be provided by a particular purchase order. If
any of our manufacturers were unable or unwilling to continue manufacturing our products in required volumes and at high quality levels, we would have to identify, qualify and select acceptable
alternative manufacturers. It is possible that an alternate source may not be available to us when needed or may not be in a position to satisfy our production requirements at commercially reasonable
prices and quality. Any significant interruption in manufacturing would require us to reduce our supply of products to our customers, which in turn could have a material adverse effect on our customer
relations, business, consolidated financial condition and consolidated results of operations.

We
recently moved a portion of our manufacturing to the overseas facilities of our primary contract manufacturer. This transition presents a number of risks, including the potential for
a supply interruption or a reduction in manufacturing quality or controls, any of which would negatively impact our business, customer relationships and results of operations.

We depend on sole source and limited source suppliers for key components and license technology from third parties. If we are unable to source these
components and technologies on a timely basis, we will not be able to deliver our products to our customers.

We depend on sole source and limited source suppliers for key components of our products. Any of the sole source and limited source suppliers upon which we rely
could stop producing our components, cease operations entirely, or be acquired by, or enter into exclusive arrangements with, our competitors. We do not have long-term supply agreements
with our suppliers, and our purchase volumes are currently too low for us to be considered a priority customer by most of our suppliers. As a result, these suppliers could stop selling components to
us at commercially reasonable prices, or at all. Any such interruption or delay may force us to seek similar components from alternate sources, if available at all. Switching suppliers may require
that we redesign our products to accommodate the new component and may potentially require us to re-qualify our products with our customers, which would be costly and
time-consuming. Any interruption in the supply of sole source or limited source components would adversely affect our ability to meet scheduled product deliveries to our customers and
would materially and adversely affect our business, consolidated financial condition and consolidated results of operations.

Periodically,
we may be required to license technology from third parties to develop new products or product enhancements. These third-party licenses may be unavailable to us on
commercially reasonable terms, if at all. Our inability to obtain necessary third-party licenses may force us to obtain substitute technology of lower quality or performance standards or at greater
cost, any of which could seriously harm the competitiveness of our products and which would result in a material and adverse effect on our business, consolidated financial condition and consolidated
results of operations.

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If we fail to accurately predict our manufacturing requirements and manage our inventory, we could incur additional costs, experience manufacturing
delays, or lose revenue.

Lead times for the materials and components that we order through our contract manufacturers may vary significantly and depend on numerous factors, including the
specific supplier, contract terms and market demand for a component at a given time. If we overestimate our production requirements, our contract manufacturers may purchase excess components and build
excess inventory. If our contract manufacturers purchase excess components that are unique to our products or build excess products, we could be required to pay for these excess parts or products and
recognize related inventory write-down costs. If we underestimate our product requirements, our contract manufacturers may have inadequate component inventory, which could interrupt
manufacturing of our products and result in delays or cancellation of sales. In prior periods we have experienced excess and obsolete inventory write-downs which impact the Company's cost of goods
sold. This may continue in
the future, which would have an adverse effect on our gross margins, consolidated financial condition and consolidated results of operations.

If our products contain undetected defects, including errors and interoperability issues, we could incur significant unexpected expenses to remedy the
defects, which could have a material adverse effect on our sales, results of operations or financial condition.

Although our products are tested prior to shipment, they may contain software or hardware errors, defects or interoperability issues (collectively described as
"defects") that can only be detected when deployed in live networks that generate high amounts of communications traffic. We also continue to introduce new products that may have undetected software
or hardware defects. Our customers may discover defects in our products after broad deployment and as their networks are expanded and modified. Any defects in our products discovered in the future, or
failures of our customers' networks, whether caused by our products or those of another vendor, could result in lost sales and market share and negative publicity regarding our products. For example,
during fiscal 2004, we experienced unusually high repair costs related to the effect of lightning strikes on selected BLC 6000 installations. As a result, we experienced higher than anticipated costs
of sales, which management believes were necessary to maintain customer satisfaction. In 2007, we experienced higher than average failures of certain assemblies that were fabricated between October
2005 and January 2006 and identified a design issues associated with a transistor that resulted in equipment disruption and that required a rework effort. As a result, we increased our warranty
accruals in 2007. Any similar occurrences in the future could have a material adverse effect on our business, consolidated financial condition and consolidated results of operations.

Our business is dependent on the capital spending patterns of telecom operators, and any decrease or delay in capital spending by our customers, such as
recently appears to have occurred among IOCs evaluating their capital expenditures and investment decisions in light of the industry transition from copper wire to fiber, would adversely affect our
consolidated operating results and consolidated financial condition.

Demand for our products depends on the magnitude and timing of capital spending by telecom service providers as they construct, expand and upgrade their networks.
The capital spending patterns of telecom service providers are dependent on a variety of factors, including:



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Beginning
in late 2000 and continuing into 2004, the telecom industry experienced a severe downturn, and many telecom service providers filed for bankruptcy. Those companies that
survived the downturn substantially reduced their investments in new equipment. In addition, uncertain and volatile capital markets depressed the market values of telecom service providers and
restricted their access to capital, resulting in delays or cancellations of certain projects. More recently, we believe capital expenditures among IOCs have been adversely affected as our customers
consider their investment and capital expenditure decisions in light of the industry transition from copper wire to fiber. Because many of our customers are IOCs, their revenues are particularly
dependent upon intercarrier payments (primarily interstate and intrastate access charges) and federal and state universal service subsidies. The FCC and some states are considering changes to both
intercarrier payments and universal service subsidies, and such changes could reduce IOC revenues. Furthermore, many IOCs use government-supported loan programs or grants to finance capital spending.
Changes to those programs, such as the United States Department of Agriculture's Rural Utility Service, could reduce the ability of IOCs to access capital. Any decision by telecom service providers to
reduce capital expenditures, whether caused by economic cycles, changes in government regulations and subsidies, or other reasons, would have a material adverse effect on our business, consolidated
financial condition and results of operations.

Demand for our products is dependent on the willingness of our customers to deploy new services, the success of our customers in selling new services to
their subscribers, and the willingness of our customers to utilize IP and Ethernet technologies in local access networks.

Demand for our products is dependent on the success of our customers in deploying and selling services to their subscribers. Our BLC 6000 platform simultaneously
supports IP-based services, such as broadband Internet, VoIP, IPTV and FTTP, and traditional voice services. If end-user demand for IP-based services does not grow
as expected or declines and our customers are unable or unwilling to deploy and market these newer services, demand for our products may decrease or fail to grow at rates we anticipate.

Our
strategy includes developing products for the local access network that incorporate IP and Ethernet technologies. If these technologies are not widely adopted by telecom service
providers for use in local access networks, demand for our products may decrease or not grow. As a result, we may be unable to sell our products to recoup our expenses related to the development of
these products and our consolidated results of operations would be harmed.

Changes in existing accounting or taxation rules or practices may adversely affect our consolidated results of operations.

Changes in existing accounting or taxation rules or practices, or varying interpretations of current rules or practices, could have a significant adverse effect
on our financial results or the manner in which we conduct our business. For example, prior to fiscal 2006, we accounted for options granted to employees using the intrinsic value method, which, given
that we generally granted employee options with exercise prices equal to the fair market value of the underlying stock at the time of grant, resulted in no compensation expense. Beginning in fiscal
2006, we began recording expenses for our stock-based compensation plans, including option grants to employees, using the fair value method, under which we expect our ongoing accounting charges
related to equity awards to employees to be significantly greater than those we would have recorded under the intrinsic value method. We expect to continue to use stock-based compensation as a
significant component of our compensation package for existing and future employees. Accordingly, changes in accounting for stock-based compensation expense under the newer accounting method are
expected to have a material adverse affect on our reported results. Any similar changes in accounting or taxation rules or practices could have a material impact on our consolidated financial results.

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We may pursue acquisitions, which may involve a number of risks. If we are unable to address and resolve these risks successfully, such acquisitions
could have a material adverse impact to our business, consolidated results of operations and consolidated financial condition.

We may make acquisitions of businesses, products or technologies to expand our product offerings and capabilities, customer base and business. In October 2007, we
acquired certain assets and assumed certain liabilities of Terawave Communications and we have evaluated, and expect to continue to evaluate, a wide array of potential strategic transactions. We have
limited experience making such acquisitions. Any of these transactions could be material to our consolidated financial condition and results of operations. The anticipated benefit of acquisitions may
never materialize. In addition, the process of integrating an acquired business, products or technologies may create unforeseen operating difficulties and expenditures. Some of the areas where we may
face acquisition-related risks include:



Foreign
acquisitions involve unique risks in addition to those mentioned above, including those related to integration of operations across different cultures and languages, currency
risks and the particular economic, political and regulatory risks associated with specific countries. We cannot assure that we will be able to address these risks successfully, or at all, without
incurring significant costs, delay or other operating problems. Our inability to resolve any of such risks could have a material adverse impact on our business, consolidated financial condition and
consolidated results of operations.

Business combinations and other financial restructurings by telecom service providers or our competitors could adversely affect our business.

In recent years, the telecom service provider market has undergone substantial consolidation, illustrated by the merger of SBC Communications Inc. with
AT&T Inc., the merger of SBC Communications (now renamed AT&T) with BellSouth Corporation (now also renamed AT&T), and the merger of Verizon Communications Inc. with MCI, Inc.
Transactions such as these generally have negative implications for equipment suppliers like us, including a reduction in the number of potential customers for telecom equipment products, a decrease
in aggregate capital spending and greater pricing power by service providers over equipment suppliers. Continued consolidation of the telecom service provider industry, including among IOC customers
which we focus on, could make it more difficult for us to grow our customer base, increase sales of our products and maintain adequate gross margins.

The
telecommunications equipment industry is also characterized by frequent mergers and acquisitions, as illustrated by the merger of Alcatel with Lucent Technologies and the acquisition
of

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Advanced
Fibre Communications, Inc. by Tellabs. An acquisition of one of our competitors, or merger between our competitors, could harm our competitive position or cause our target customers to
delay purchases of our products while they assess the impact of the combination. If a larger company with more resources were to acquire a competitor of ours, they may invest additional resources in
developing, marketing and supporting competitive products, which would negatively impact our business, consolidated financial condition and consolidated results of operations.

Our customers are subject to government regulation, and changes in current or future laws or regulations that negatively impact our customers could harm
our business.

The jurisdiction of the Federal Communications Commission, or FCC, extends to the entire telecommunications industry, including our customers. Future FCC
regulations affecting the broadband access industry, our customers, or the service offerings of our customers, may harm our business. For example, FCC regulatory policies affecting the availability of
data and Internet services may impede the penetration of our customers into certain markets or affect the prices they may charge in such markets. Furthermore, many of our customers are subject to FCC
rate regulation of interstate telecommunications services, and are recipients of federal universal service subsidies implemented and administered by the FCC. In addition, many of our customers are
subject to state regulation of intrastate telecommunications services, including rates for such services, and may also receive state universal service subsidies. Changes in FCC or state rate
regulations or federal or state universal service subsidies or the imposition of taxes on Internet access service, could adversely affect our customers' revenues and capital spending plans. In
addition, international regulatory bodies are beginning to adopt standards and regulations for the telecom industry. These domestic and foreign standards, laws and regulations address various aspects
of VoIP and broadband use, including issues relating to liability for information retrieved from, or transmitted over, the Internet. Changes in standards, laws and regulations, or judgments in favor
of plaintiffs in lawsuits against service providers could adversely affect the development of Internet and other IP-based services. This, in turn, could directly or indirectly materially
adversely impact the telecom industry in which our customers operate. To the extent our customers are adversely affected by laws or regulations regarding their business, products or service offerings,
our business, financial condition and results of operations would suffer.

If we fail to comply with regulations and evolving industry standards, sales of our existing and future products could be adversely affected.

The markets for our products are characterized by a significant number of laws, regulations and standards, both domestic and international, some of which are
evolving as new technologies are deployed. Our products are required to comply with these laws, regulations and standards, including
those promulgated by the FCC. For example, the FCC recently required that all facilities-based providers of broadband Internet access and interconnect VoIP services meet the capability requirements of
the Communications Assistance for Law Enforcement Act by May 14, 2007. Subject to certain statutory parameters, we are required to make available to our customers, on a reasonably timely basis
and at a reasonable charge, such features or modifications as are necessary to permit our customers to meet those capability requirements. In some cases, we are required to obtain certifications or
authorizations before our products can be introduced, marketed or sold. There can be no assurance that we will be able to continue to design our products to comply with all necessary requirements in
the future. Accordingly, any of these laws, regulations and standards may directly affect our ability to market or sell our products.

Some
of our operations are regulated under various federal, state and local environmental laws. Our planned international expansion will likely subject us to additional environmental and
other laws. For example, the European Union Directive 2002/96/EC on waste electrical and electronic equipment, known as the WEEE Directive, requires producers of certain electrical and electronic
equipment, including telecom equipment, to be financially responsible for the specified collection, recycling, treatment and disposal of past and present covered products placed on the market in the
European

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Union.
The European Union Directive 2002/95/EC on the restriction of the use of hazardous substances in electrical and electronic equipment, known as the RoHS Directive, restricts the use of certain
hazardous substances, including lead, in covered products. Failure to comply with these and other environmental laws could result in fines and penalties and decreased sales, which could adversely
affect our planned international expansion and our consolidated operating results.

We may not be able to protect our intellectual property, which could adversely affect our ability to compete effectively.

We depend on our proprietary technology for our success and ability to compete. We currently hold 24 issued patents and have several patent applications pending.
We rely on a combination of patent, copyright, trademark and trade secret laws, as well as confidentiality agreements and licensing arrangements, to establish and protect our proprietary rights.
Existing patent, copyright, trademark and trade secret laws will afford us only limited protection. In addition, the laws of some foreign countries do not protect proprietary rights to the same
extent, as do the laws of the U.S. We cannot assure you that any pending patent applications will result in issued patents, and issued patents could prove unenforceable. Any infringement of our
proprietary rights could result in significant litigation costs. Further, any failure by us to adequately protect our proprietary rights could result in our competitors offering similar products,
resulting in the loss of our competitive advantage and decreased sales.

Despite
our efforts to protect our proprietary rights, attempts may be made to copy or reverse engineer aspects of our products, or to obtain and use information that we regard as
proprietary. Accordingly, we may be unable to protect our proprietary rights against unauthorized third-party copying or use. Furthermore, policing the unauthorized use of our intellectual property
would be difficult for us.
Litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets or to determine the validity and scope of the proprietary rights of others.
Litigation could result in substantial costs and diversion of resources and could have a material adverse effect on our business, consolidated financial condition and consolidated results of
operations.

We could become subject to litigation regarding intellectual property rights that could materially harm our business.

We may be subject to intellectual property infringement claims that are costly to defend and could limit our ability to use some technologies in the future. Our
industry is characterized by frequent intellectual property litigation based on allegations of infringement of intellectual property rights. From time to time, third parties have asserted against us
and may assert against us in the future patent, copyright, trademark or other intellectual property rights to technologies or rights that are important to our business. In addition, we have agreed,
and may in the future agree, to indemnify our customers for any expenses or liabilities resulting from claimed infringements of patents, trademarks or copyrights of third parties. Any claims asserting
that our products infringe, or may infringe on, the proprietary rights of third parties, with or without merit, could be time-consuming, resulting in costly litigation and diverting the
efforts of our management. These claims could also result in product shipment delays or require us to modify our products or enter into royalty or licensing agreements. Such royalty or licensing
agreements, if required, may not be available to us on acceptable terms, if at all.

Our business could be shut down or severely impacted if a natural disaster or other unforeseen catastrophe occurs, particularly in California.

Our business and operations depend on the extent to which our facilities and products are protected against damage from fire, earthquakes, power loss and similar
events. Some of our key business activities currently take place in regions considered as high risk for certain types of natural disasters. Despite precautions we have taken, a natural disaster or
other unanticipated problem could, among other things, hinder our research and development efforts, delay the shipment of our products and affect our ability to receive and fulfill orders. While we
believe that our insurance coverage is

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comparable
to those of similar companies in our industry, it does not cover all natural disasters, in particular, earthquakes and floods.

Risks Related to Our Common Stock

Our executive officers, directors and their affiliates hold a large percentage of our stock and their interests may differ from other stockholders.

As of December 31, 2007, our executive officers, directors and their affiliates beneficially owned, in the aggregate, approximately 31.2% of our
outstanding common stock. Investment funds affiliated with U.S. Venture Partners and Norwest Venture Partners, collectively control approximately 27.2% of our outstanding common stock. Representatives
of U.S. Venture Partners and Norwest Venture Partners are directors of Occam. These stockholders have significant influence over most matters requiring approval by stockholders, including the election
of directors, any amendments to our certificate of incorporation and significant corporate transactions.

Our stock price may be volatile, and you may not be able to resell shares of our common stock at or above the price you paid.

Our shares of common stock began trading on The NASDAQ Global Market in November 2006. An active public market for our shares on The NASDAQ Global Market may not
be sustained. In particular, limited trading volumes and liquidity may limit the ability of stockholders to purchase or sell our common stock in the amounts and at the times they wish. Trading volume
in our common stock tends to be modest relative to our total outstanding shares, and the price of our common stock may fluctuate substantially (particularly in percentage terms) without regard to news
about us or general trends in the stock market.

In
addition, the trading price of our common stock could become highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our
control. These factors include those discussed in this "Risk Factors" section of this Annual Report on Form 10-K and others such as:



In
recent years, the stock market in general, and the market for technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated
or disproportionate to the operating performance of those companies. Broad market and industry factors may seriously affect the market price of our common stock, regardless of our actual operating
performance. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company's securities, securities class action litigation has often
been instituted against these companies. We are currently a defendant in securities class action litigation arising from our restatement. This litigation or any additional litigation that may be
instituted against us could result in substantial costs and a diversion of our management's attention and resources.

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Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable.

Provisions in our certificate of incorporation and bylaws, as amended and restated upon the closing of this offering, may have the effect of delaying or
preventing a change of control or changes in our management. These provisions include the following:



As
a Delaware corporation, we are also subject to certain Delaware anti-takeover provisions. Under Delaware law, a corporation may not engage in a business combination with
any holder of 15% or more of its capital stock unless the holder has held the stock for three years or,
among other things, the board of directors has approved the transaction. Our board of directors could rely on Delaware law to prevent or delay an acquisition of us.

We may be unable to raise additional capital to fund our future operations, and any future financings or acquisitions could result in substantial
dilution to existing stockholders.

While we anticipate our cash balances and any cash from operations, will be sufficient to fund our operations for at least the next 12 months, we may need
to raise additional capital to fund operations in the future. There is no guarantee that we will be able to raise additional equity or debt funding when or if it is required. The terms of any
financing, if available, could be unfavorable to us and our stockholders and could result in substantial dilution to the equity and voting interests of our stockholders. Any failure to obtain
financing when and as required would have an adverse and material effect on our business, consolidated financial condition and consolidated results of operations.

34

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ITEM 1B.    UNRESOLVED STAFF COMMENTS

None.

ITEM 2.    PROPERTIES

We are a party to lease agreements related to the following properties:



We
expect to consolidate our Hayward, California and Milpitas, California facilities into one new location in 2008.

We
believe that our facilities adequately meet our current requirements and that we will be able to secure additional facilities as needed on commercially acceptable terms.

ITEM 3.    LEGAL PROCEEDINGS

2007 Class Action Litigation

On April 26, 2007 and May 16, 2007, two putative class action complaints were filed in the United States District Court for the Central District of
California against us and certain of our officers. The complaints allege that the defendants violated sections 10(b) and 20(a) of the Exchange Act and SEC Rule 10b-5 by
making false and misleading statements and omissions relating to our financial statements and internal controls with respect revenue recognition. The complaints seek, on behalf of persons who
purchased our common stock during the period from May 2, 2006 and April 17, 2007, damages of an unspecified amount.

On
July 30, 2007, Judge Christina A. Snyder consolidated these actions into a single action, appointed NECA-IBEW Pension Fund (The Decatur Plan) as lead plaintiff, and
approved its selection of lead counsel. On November 16, 2007, the lead plaintiff filed a consolidated complaint. This consolidated complaint adds as defendants certain of our current and former
directors and officers, our current and former outside auditors, the lead underwriter of our secondary public offering in November 2006, and two venture capital firms who were early investors in us.
The consolidated complaint alleges that defendants violated sections 10(b), 20(a) and 20A of the Exchange Act and SEC Rule 10b-5 promulgated thereunder, as well as
sections 11 and 15 of the Securities Act by making false and misleading statements and omissions relating to our financial statements and internal controls with respect to revenue recognition
that required restatement. The consolidated complaint seeks, on behalf of persons who purchased our common stock during the period from April 29, 2004 to October 15, 2007, damages of an
unspecified amount.

On
January 25, 2008, defendants filed motions to dismiss the consolidated complaint. Lead plaintiff's opposition to these motions is due March 25, 2008. Defendants' reply
briefs in support of their motions are due April 24, 2008. A hearing on the motions to dismiss the consolidated complaint is currently set for May 19, 2008.

35

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We
believe that we have meritorious defenses in this action, and intend to defend ourselves vigorously. Failure by us to obtain a favorable resolution of the claims set forth in the
consolidated complaint could have a material adverse effect on our business, results of operations and financial condition. Currently, the amount of such material adverse effect cannot be reasonably
estimated.

IPO Allocation Litigation

In June 2001, three putative stockholder class action lawsuits were filed against Accelerated Networks, certain of its then officers and directors and several
investment banks that were underwriters of Accelerated Networks' initial public offering. The cases, which have since been consolidated, were filed in the United States District Court for the Southern
District of New York. The Court appointed a lead plaintiff on April 16, 2002, and plaintiffs filed a Consolidated Amended Class Action Complaint (the "Complaint") on April 19, 2002. The
Complaint was filed on behalf of investors who purchased Accelerated Networks' stock between June 22, 2000 and December 6, 2000 and alleged violations of Sections 11 and 15 of the
1933 Act and Sections 10(b) and 20(a) and Rule 10b-5 of the 1934 Act against one or both of Accelerated Networks and the individual defendants. The claims were based on
allegations that the underwriter defendants agreed to allocate stock in Accelerated Networks' initial public offering to certain investors in exchange for excessive and undisclosed commissions and
agreements by those investors to make additional purchases in the aftermarket at pre-determined prices. Plaintiffs alleged that the prospectus for Accelerated Networks' initial public
offering was false and misleading in violation of the securities laws because it did not disclose these arrangements. These lawsuits are part of the massive "IPO allocation" litigation involving the
conduct of underwriters in allocating shares of successful initial public offerings. We believe that over three hundred other companies have been named in more than one thousand similar lawsuits that
have been filed by some of the same plaintiffs' law firms. In October 2002, the plaintiffs voluntarily dismissed the individual defendants without prejudice. On February 1, 2003 a motion to
dismiss filed by the issuer defendants was heard and the court dismissed the 10(b), 20(a) and Rule 10b-5 claims against Occam. On October 13, 2004, the Court certified a
class in six of the approximately 300 other nearly identical actions (the "focus" cases) and noted that the decision was intended to provide guidance to all parties regarding class certification in
the remaining cases. The Underwriter Defendants appealed the decision and the Second Circuit Court of Appeals vacated the district court's decision granting class certification in those six cases on
December 5, 2006. Plaintiffs filed a motion for rehearing. On April 6, 2007, the Second Circuit denied the petition, but noted that Plaintiffs could ask the District Court to certify a
more narrow class than the one that was rejected. On October 3, 2007 Plaintiff has filed a motion to certify a new class and a second amended complaint based on the Second Circuit Appeals Court
decision. An opposition brief was filed by both Underwriter Defendants
and the Issuer Defendants on December 21, 2007 and a reply brief was filed on January 28, 2008. The Court has not ruled on the motion.

Prior
to the Second Circuit's December 5, 2006 ruling, we agreed, together with over three hundred other companies similarly situated, to settle with the Plaintiffs. A settlement
agreement and related agreements were submitted to the Court for approval. The settlement would have provided, among other things, a release of us and of the individual defendants for the conduct
alleged to be wrongful in the Complaint in exchange for a guarantee from our insurers regarding recovery from the underwriter defendants and other consideration from us regarding its underwriters. In
light of the Second Circuit opinion, liaison counsel for the issuers informed the District Court that the settlement cannot be approved because the defined settlement class, like the litigation class,
cannot be certified. We cannot predict whether we will be able to renegotiate a settlement that complies with the Second Circuit's mandate.

36

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Due
to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of the matter. We have not recorded any accrual related to this proposed settlement
because we expect any settlement amounts to be covered by our insurance policies.

Threatened Litigation

In late 2007, we received a letter from Vanessa Simmonds, a putative shareholder of our company, demanding that we investigate and prosecute a claim for alleged
short-swing trading in violation of Section 16(b) of the Securities Exchange Act of 1934, 15 U.S.C. § 78p(b), by the underwriter of our initial public offering, or IPO, and
certain unidentified directors, officers and shareholders of our company (then known as Accelerated Networks). We evaluated the demand and declined to prosecute the claim. On October 12, 2007,
the putative shareholder commenced a civil lawsuit in the U.S. District Court for the Western District of Washington against Credit Suisse Group, the lead underwriter of Occam's IPO, alleging
violations of Section 16(b). The complaint alleges that the combined number of shares of our common stock beneficially owned by the lead underwriter and certain unnamed officers, directors, and
principal shareholders exceeded ten percent of our outstanding common stock from the date of our IPO on June 23, 2000, through at least June 22, 2001. It further alleges that those
entities and individuals were thus subject to the reporting requirements of Section 16(a) and the short-swing trading prohibition of Section 16(b), and failed to comply with those
provisions. The complaint seeks to recover from the lead underwriter any "short swing profits" obtained by it in violation of Section 16(b). We were named as a nominal defendant in the action,
but has no liability for the asserted claims. No directors or officers of our company are named as defendants in this action.

On
October 29, 2007, the case was reassigned to Judge James L. Robart along with fifty-four other Section 16(b) cases seeking recovery of short-swing profits
from underwriters in connection with various IPOs. We have waived service and will vigorously defend the litigation.

Due
to the inherent uncertainties of threatened litigation, we cannot accurately predict the ultimate outcome of the matter, but we believe that the outcome of this litigation will not
have a material adverse impact on our consolidated financial position and results of operations. We have not recorded any accruals related to the demand letters or Section 16(b) litigation
because we expect any resulting resolution to be covered by our insurance policies.

Other Matters

From time to time, we are subject to threats of litigation or actual litigation in the ordinary course of business, some of which may be material. We believe
that, except as described above, there are no currently pending matters that, if determined adversely to us, would have a material effect on our business or that would not be covered by our existing
liability insurance maintained by us.

37

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ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meeting of the Stockholders of Occam Networks, Inc. was held on December 28, 2007. At the Annual Meeting, our stockholders approved the
following matters with the respective vote counts indicated:



Name

For

WithheldRobert L. Howard-Anderson

14,054,636

1,545,560Steven M. Krausz

14,075,429

1,524,767Thomas E. Pardun

14,075,253

1,524,943Robert B. Abbott

14,062,053

1,538,143Robert E. Bylin

14,042,747

1,557,449Albert J. Moyer

14,037,212

1,562,984Brian H. Strom

14,042,760

1,557,436




For

Against

Abstain15,101,884

424,849

73,463


ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT

Executive Officers

Our executive officers and their respective ages as of December 31, 2007 are as set forth below:

|Name                      |  | Age |  | Position(s) with Occam Networks, Inc.                  
|------------------------- |  | --- |  | -------------------------------------------------------
|Robert L. Howard-Anderson |  | 51  |  | President, Chief Executive Officer, and Director       
|Christopher B. Farrell    |  | 36  |  | Chief Financial Officer and Secretary                  
|Gregory R. Dion           |  | 54  |  | Vice President of Operations and Information Technology
|Nathan Harrell            |  | 47  |  | Vice President of Sales                                
|David C. Mason            |  | 53  |  | Vice President of Engineering                          
|Mark Rumer                |  | 44  |  | Chief Technology Officer                               
|Russell J. Sharer         |  | 49  |  | Vice President of Marketing                            

Robert L. Howard-Andersonhas served as our President and Chief Executive Officer since May 2002 and as one of our directors since July
2002. Mr. Howard-Anderson was Senior Vice President of Product Operations at Occam CA from February 2002 to May 2002. Mr. Howard-Anderson was Vice President of Product Operations at
Procket Networks, Inc., a network infrastructure company, from August 2000 to February 2002 and Vice President of Engineering at Sun Microsystems, Inc., a computer company, from June
1995 to August 2000. Mr. Anderson has a B.S. in electrical engineering from Tufts University.

Christopher B. Farrellhas served as our Chief Financial Officer since January 2006 and joined us in June 2005 as Director of Finance.
Prior to joining us, Mr. Farrell served as Chief Financial Officer for a startup design firm from June 2004 to June 2005. From September 2002 to June 2004, Mr. Farrell attended UCLA's
Anderson School of Management and prior to that time he worked as an independent consultant from August 2001 to August 2002. From January 1996 to July 2001, Mr. Farrell worked for
C-Cube Microsystems in a variety of financial positions, including Corporate Controller. Prior to his employment with C-Cube Microsystems, Mr. Farrell worked for Arthur
Andersen LLP from August 1993 to January 1996, where he earned his CPA license. Mr. Farrell received a B.S. degree

38

---



in
economics from the University of California at Santa Barbara and an M.B.A. from UCLA's Anderson School of Management. On February 18, 2008, Mr. Farrell announced his intention to
resign as our Chief Financial Officer and Secretary effective on or about May 15, 2008.

Gregory R. Dionhas served as our Vice President of Operations since February 2005 and was also named Vice President of Information
Technology in January 2006. From August 1992 to February 2005, Mr. Dion was at Sun Microsystems, Inc. where he served as Vice President of Operations as well as a variety of executive
and management positions, including Senior Director of Manufacturing, Director of Materials and Director of Corporate Operation Planning. From 1984 to 1992, Mr. Dion held executive
and management positions in operations at Wang Laboratories Inc. Mr. Dion holds an M.B.A. from Babson College and a B.B.A. from the University of Massachusetts at Amherst.

Nathan Harrellhas served as our Vice President of Sales since September 2006. Prior to joining us, Mr. Harrell served as the Vice
President of Sales, Americas for Redback Networks, Inc., a provider of advanced communications networking equipment, from March 2002 to January 2005. From August 1996 to March 2002,
Mr. Harrell held various management positions at Cisco Systems, Inc., a manufacturer and seller of networking and communications products.

David C. Masonhas served as our Vice President of Engineering since July 2004. From May 1995 to June 2004, Mr. Mason was Vice
President of Engineering at Sun Microsystems, Inc. From April 1993 to April 1995, Mr. Mason was Vice President of Engineering and Operations at Statek Corporation, an Orange,
California-based crystal oscillator manufacturer. Mr. Mason holds M.B.A. and B.S. degrees from California State Polytechnic University, Pomona.

Mark Rumerhas served as our Chief Technology Officer since May 2002, and was also Chief Technology Officer of Occam CA since
co-founding it in September 1999. From October 1994 to September 1999, Mr. Rumer was a senior engineer at Cisco Systems, Inc., a networking equipment manufacturer.

Russell J. Sharer, currently our Vice President of Marketing, has served as an officer at Occam since July 2000. From October 2003 to
October 2006, he served as Vice President of Sales and Marketing and from July 2000 to October 2003 as Vice President of Marketing and Business Development. From November 1998 until July 2000,
Mr. Sharer served in various capacities at Ericsson Datacom, Inc., a networking equipment manufacturer, including acting Vice President of Marketing, Vice President of Product Marketing,
and Director of Product Marketing. Previous employers include Xircom, Rockwell Communications Systems and Communications Machinery Corporation. Mr. Sharer received a B.S. in industrial and
systems engineering from California Polytechnic State University.

39

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PART II

ITEM 5.    MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock traded on The NASDAQ National Market under the symbol "ACCL" from June 2000 through May 2002, when we merged with Occam
Networks, Inc. and adopted the Occam name. Our common stock traded under the symbol "OCCM" from the merger date through July 24, 2002, when it was delisted from The NASDAQ National
Market. From July 25, 2002 to March 10, 2006, our common stock traded on the OTC Bulletin Board of the National Association of Securities Dealers, Inc. under the symbol "OCCM." On
March 10, 2006, we effected a 1-for-40 reverse stock split of our outstanding common stock and began trading on the OTC Bulletin Board on a split-adjusted basis on
Monday, March 13, 2006, under the new symbol "OCNW." On October 9, 2006, our common stock began trading on The NASDAQ Global Market under the symbol "OCNW." The following table presents,
for the periods indicated, the high and low last sale prices of our common stock as reported by the OTC Bulletin Board or The NASDAQ Global Market. For comparability, all reported prices for periods
prior to the March 10, 2006 effective date of the 1-for-40 reverse split have been adjusted to give effect to the reverse split in these periods.

High

LowFiscal year ending December 31, 2007Fourth Quarter

$
9.60

$
2.62Third Quarter

$
10.10

$
8.45Second Quarter

$
11.23

$
8.15First Quarter

$
17.74

$
10.57Fiscal year ended December 31, 2006Fourth Quarter

$
21.00

$
14.10Third Quarter

$
18.70

$
13.50Second Quarter

$
23.80

$
15.50First Quarter

$
19.00

$
8.00


On
December 31, 2007, the last reported sales price of our common stock was $3.56 and, according to the records of our transfer agent, there were 402 record holders of our common
stock. A substantially greater number of holders of our stock are "street name" or beneficial holders, whose shares are held of record by banks, brokers, and other financial institutions.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain any future earnings to fund the development and growth of our
business and do not anticipate paying any cash dividends in the foreseeable future.

Reverse Split

On March 10, 2006 Occam effected a 1-for-40 reverse stock split and began trading on the NASD Electronic Bulletin Board (OTCBB) on
a split-adjusted basis on Monday, March 13, 2006, under a new symbol, OCNW.

40

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Performance Graph

Notwithstanding any statement to the contrary in any of our previous or future filings with the SEC, the following information relating to
the price performance of our common stock shall not be deemed "filed" with the SEC or "Soliciting Material" under the Exchange Act, or subject to Regulation 14A or 14C, or to liabilities of
Section 18 of the Exchange Act except to the extent we specifically request that such information be treated as soliciting material or to the extent we specifically request that such
information be treated as soliciting material or to the extent we specifically incorporate this information by reference.

The
graph depicted below shows a comparison of cumulative total stockholder returns for our common stock, the NASDAQ Stock Market (U.S.) Index and the NASDAQ Telecommunications Index for
the period from December 31, 2002 to December 31, 2007.

COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN*AMONG OCCAM NETWORKS, INC., THE NASDAQ STOCK MARKET (U.S.) INDEX  AND THE NASDAQ TELECOMMUNICATIONS INDEX

CHART

|                                |  | 12/02  |  | 12/03  |  | 12/04  |  | 12/05  |  | 12/06  |  | 12/07 
|------------------------------- |  | ------ |  | ------ |  | ------ |  | ------ |  | ------ |  | ------
|Occam Networks, Inc.            |  | 100.00 |  | 138.57 |  | 128.57 |  | 414.29 |  | 589.29 |  | 127.14
|Nasdaq Stock Market             |  | 100.00 |  | 150.04 |  | 162.92 |  | 165.17 |  | 180.90 |  | 198.65
|Nasdaq Telecommunications Index |  | 100.00 |  | 168.81 |  | 181.65 |  | 168.81 |  | 215.60 |  | 235.78

---

41

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ITEM 6.   SELECTED FINANCIAL DATA

The following selected historical consolidated financial data should be read in conjunction with our consolidated financial statements and
the related notes thereto, which begin on page F-1 of this Form 10-K, the section captioned "Management's Discussion and Analysis of Financial Condition and
Results of Operations," and the other financial information and data appearing elsewhere in this Form 10-K.

The
consolidated financial data set forth below as of December 31, 2006 and December 31, 2007 and for the years ended December 25, 2005, December 31, 2006 and
December 31, 2007 are derived from, and qualified by reference to, our audited consolidated financial statements appearing beginning on page F-1 of this
Form 10-K. The consolidated financial data set forth below as of December 28, 2003, December 26, 2004 and December 25, 2005 and for the years ended
December 28, 2003 and December 26, 2004 have been derived from our unaudited financial statements, which are not included herein. The consolidated financial data set forth below for and
as of the years ended December 26, 2004 and December 25, 2005 has been restated as a result the audit committee review described below and in Note 3 to our consolidated financial
statements beginning on page F-1 of this Form 10-K.

On
October 16, 2007, we announced that the audit committee of our board of directors had completed its previously announced internal review of our revenue recognition practices.
Among other matters, our audit committee, assisted by independent forensic accountants and legal advisors, reviewed our practices relating to the following:



As
a result of our audit committee's review, we identified errors in our previous recognition of revenue and determined that we recognized approximately $33.0 million of revenue
prematurely during fiscal years 2004 through 2006. As a result, we restated our consolidated financial statements for the following fiscal periods: (i) the fiscal years ended
December 25, 2005 and December 26, 2004; (ii) each of the interim quarterly periods in the fiscal years ended December 25, 2005 and December 26, 2004; and
(iii) each of the interim quarterly periods ended March 26, June 25, and September 24, 2006.

In
connection with the aforementioned internal review regarding our revenue recognition practices, certain transactions were identified that impacted the fiscal year ended
December 28, 2003. Our management concluded that these transactions were quantitatively and qualitatively immaterial, individually and in aggregate, to the previously disclosed consolidated
financial statements, and therefore, we have not restated the previously reported amounts. Had a decision been made to restate the 2003 consolidated financial statements, our consolidated loss from
operations for 2003 would have increased by 1.4% and our net loss attributable to common stockholders for the year would have increased by 1.3%.

All
references to earnings and the number of shares of our common stock have been retroactively restated to reflect the 1-for-40 reverse stock split effected on
March 10, 2006.

We
have not amended any of our Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q that we filed prior to October 16, 2007. You
should not rely on any of these annual or quarterly reports. In addition, you should not rely on any information contained in our registration statements on Form S-1, which were
declared effective by the SEC on December 29, 2005, January 31, 2006, and November 1, 2006, respectively.

42

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SUMMARY OF SELECTED FINANCIAL DATA(In thousands, except per share data)

|                                                                         |                                     | Fiscal year ended |        
|------------------------------------------------------------------------ | ----------------------------------- | ----------------- | -------
|
|
|Statement of Operations Data:                                            |                                     |                   |        
|Sales                                                                    |                                     | $                 | 7,982  
|Cost of sales                                                            |                                     |                   | 7,930  
|                                                                         |                                     |                   |        
|Gross margin (loss)                                                      |                                     |                   | 52     
|Operating expenses:                                                      |                                     |                   |        
|                                                                         | Research and product development    |                   |        
|                                                                         | Sales and marketing                 |                   |        
|                                                                         | General and administrative          |                   |        
|                                                                         | In-process research and development |                   |        
|                                                                         |                                     |                   |        
|Total operating expenses                                                 |                                     |                   | 20,312 
|Income (loss) from operations                                            |                                     |                   | (20,260
|Interest income                                                          |                                     |                   | 101    
|Interest expense                                                         |                                     |                   | (284   
|                                                                         |                                     |                   |        
|Income (loss) before provision for (benefit from) income taxes           |                                     |                   | (20,443
|Provision for (benefit from) income taxes                                |                                     |                   | (11    
|                                                                         |                                     |                   |        
|Net income (loss)                                                        |                                     |                   | (20,432
|Beneficial conversion feature                                            |                                     |                   | (3,038 
|Interest attributable to common stock potentially subject to rescission  |                                     |                   | 500    
|                                                                         |                                     |                   |        
|Net loss attributable to common stockholders                             |                                     | $                 | (22,970
|                                                                         |                                     |                   |        
|Net loss per share attributable to common stockholdersbasic and diluted |                                     | $                 | (4.36  
|Weighted average sharesbasic and diluted                                |                                     |                   | 5,268  
|Stock-based compensation included in:                                    |                                     |                   |        
|                                                                         | Cost of sales                       |                   | $      
|                                                                         | Research and product development    |                   |        
|                                                                         | Sales and marketing                 |                   |        
|                                                                         | General and administrative          |                   |        
|                                                                         |                                     |                   |        
|Total stock-based compensation                                           |                                     | $                 | 1,227  
|                                                                         |                                     |                   |        

---

Note:On December 5, 2006, we changed our fiscal year
end to December 31 and our quarter ends to the last day of the applicable calendar quarter. Previously, we ended each fiscal quarter and year on the last Sunday of the corresponding calendar
quarter and year. This change did not have a material impact on our financial position or results of operations.

43

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|                                         |  | Dec. 28, 2003 |        | Dec. 26, 2004 |   | Dec. 25, 2005 |   | Dec. 31, 2006 |         | Dec. 31, 2007
|---------------------------------------- |  | ------------- | ------ | ------------- | - | ------------- | - | ------------- | ------- | -------------
|
|Consolidated Balance Sheet Data:         |  |               |        |               |   |               |   |               |         |              
|Cash and cash equivalents                |  | $             | 14,586 |               | $ | 4,432         |   | $             | 6,571   |              
|Restricted cash                          |  |               | 935    |               |   | 2,101         |   |               | 3,749   |              
|Working capital                          |  |               | 15,108 |               |   | 7,016         |   |               | 12,225  |              
|Total assets                             |  |               | 23,404 |               |   | 24,279        |   |               | 30,638  |              
|Total debt and capital lease obligation  |  |               | 1,706  |               |   | 3,850         |   |               | 2,557   |              
|Total liabilities                        |  |               | 7,084  |               |   | 18,345        |   |               | 17,645  |              
|Convertible preferred stock and warrants |  |               | 16,381 |               |   | 21,496        |   |               | 34,942  |              
|Total stockholders' equity (deficit)     |  | $             | (61    | )             | $ | (15,562       | ) | $             | (21,949 | )            

---

44

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SUMMARY QUARTERLY FINANCIAL INFORMATION

The following is a summary interim quarterly data shown below for each of the four quarters of fiscal 2005, 2006 and 2007. The summary interim quarterly data for
fiscal 2005 and the first, second and third quarters of 2006 has been restated from previously published or filed financial information and is derived from our unaudited consolidated financial
statements.

|                                                                 |  | First
Quarter |        | Second
Quarter |   | Third
Quarter |   | Fourth
Quarter |       
|---------------------------------------------------------------- |  | ------------- | ------ | -------------- | - | ------------- | - | -------------- | ------
|
|Quarterly Data:                                                  |  |               |        |                |   |               |   |                |       
|Fiscal Year Ended December 25, 2005                              |  |               |        |                |   |               |   |                |       
|Sales                                                            |  | $             | 6,609  |                | $ | 10,622        |   | $              | 10,316
|Cost of sales                                                    |  |               | 4,989  |                |   | 8,003         |   |                | 7,513 
|Gross margin                                                     |  |               | 1,620  |                |   | 2,619         |   |                | 2,803 
|Income (loss) from operations                                    |  |               | (2,450 | )              |   | (1,829        | ) |                | (3,072
|Net loss                                                         |  |               | (2,563 | )              |   | (1,885        | ) |                | (3,118
|Net loss attributable to common stockholders                     |  |               | (4,350 | )              |   | (1,920        | ) |                | (3,118
|Net loss per share attributable to common stockholders (basic)   |  | $             | (0.65  | )              | $ | (0.29         | ) | $              | (0.46 
|Net loss per share attributable to common stockholders (diluted) |  | $             | (0.65  | )              | $ | (0.29         | ) | $              | (0.46 

|
|

|                                                                          |  | First
Quarter |        | Second
Quarter |   | Third
Quarter |   | Fourth
Quarter
|------------------------------------------------------------------------- |  | ------------- | ------ | -------------- | - | ------------- | - | --------------
|
|Fiscal Year Ended December 31, 2006                                       |  |               |        |                |   |               |   |               
|Sales                                                                     |  | $             | 12,377 |                | $ | 12,876        |   | $             
|Cost of sales                                                             |  |               | 7,660  |                |   | 8,018         |   |               
|Gross margin                                                              |  |               | 4,717  |                |   | 4,858         |   |               
|Income (loss) from operations                                             |  |               | (921   | )              |   | (1,130        | ) |               
|Net income (loss)                                                         |  |               | (1,014 | )              |   | (1,044        | ) |               
|Net income available (loss attributable) to common stockholders           |  |               | (4,451 | )              |   | (1,044        | ) |               
|Net income (loss) per share attributable to common stockholders (basic)   |  | $             | (0.65  | )              | $ | (0.15         | ) | $             
|Net income (loss) per share attributable to common stockholders (diluted) |  | $             | (0.65  | )              | $ | (0.15         | ) | $             

|
|

|                                                                 |  | First
Quarter |        | Second
Quarter |   | Third
Quarter |   | Fourth
Quarter |       
|---------------------------------------------------------------- |  | ------------- | ------ | -------------- | - | ------------- | - | -------------- | ------
|Fiscal Year Ended December 31, 2007                              |  |               |        |                |   |               |   |                |       
|Sales                                                            |  | $             | 18,987 |                | $ | 19,237        |   | $              | 15,660
|Cost of sales                                                    |  |               | 11,970 |                |   | 12,125        |   |                | 9,959 
|Gross margin                                                     |  |               | 7,017  |                |   | 7,112         |   |                | 5,701 
|Loss from operations                                             |  |               | (744   | )              |   | (1,730        | ) |                | (5,490
|Net income (loss)                                                |  |               | 29     |                |   | (946          | ) |                | (4,906
|Net income available (loss attributable) to common stockholders  |  |               | 29     |                |   | (946          | ) |                | (4,906
|Net loss per share attributable to common stockholders (basic)   |  | $             | 0.00   |                | $ | (0.05         | ) | $              | (0.25 
|Net loss per share attributable to common stockholders (diluted) |  | $             | 0.00   |                | $ | (0.05         | ) | $              | (0.25 

---

45

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ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis in conjunction with our condensed consolidated financial statements and the related
notes thereto included beginning on page F-1 of this Form 10-K. The discussion in this Form 10-K contains both historical information and
forward-looking statements. A number of factors affect our operating results and could cause our actual future results to differ materially from any forward-looking results discussed below. In some
cases, you can identify forward-looking statements by terminology such as "anticipates," "appears," "believes," "continue," "could," "estimates," "expects," "feels," "goal," "hope," "intends," "may,"
"our future success depends," "plans," "potential," "predicts," "projects," "reasonably," "seek to continue," "should," "thinks," "will" or the negative of these terms or other comparable terminology.
These statements are only predictions. Actual events or results may differ materially. In addition, historical information should not be considered an indicator of future performance. Factors that
could cause or contribute to these differences include, but are not limited to, the risks discussed in Part I, Item 1A of this Form 10-K under the caption "Risk
Factors." These factors may cause our actual results to differ materially from any forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity,
performance, or achievements. Moreover, we are under no duty to update any of the forward-looking statements after the date of this Form 10-K to conform these statements to actual
results. These forward-looking statements are made in reliance upon the safe harbor provision of The Private Securities Litigation Reform Act of 1995.

Overview

We develop, market and support innovative broadband access products designed to enable telecom service providers to offer bundled voice, video and data, or Triple
Play, services over both copper and fiber optic networks. Our Broadband Loop Carrier, or BLC, is an integrated hardware and software platform that uses Internet Protocol, or IP, and Ethernet
technologies to increase the capacity of local access networks, enabling our customers to deliver advanced services, including voice-over-IP, or VoIP, IP-based
television, or IPTV, and
high-definition television, or HDTV. Our platform simultaneously supports traditional voice services, enabling our customers to leverage their existing networks and migrate to IP without
disruption. In addition to providing our customers with increased bandwidth, our products provide incremental value by offering software-based features to improve the quality, resiliency and security
of Triple Play services. We market our products through a combination of direct and indirect channels. Our direct sales efforts are focused on the independent operating company, or IOC, segment of the
telecom service provider market. We also target larger telecom service providers through strategic reseller relationships. As of December 31, 2007, we had shipped our BLC platform to over 270
customers.

From
our inception through December 31, 2007, we have incurred cumulative net losses of approximately $119.8 million. We realized income from operations and were profitable
on a net income basis during the quarters ended September 24, 2006 and December 31, 2006 and for the year ended December 31, 2006. Previously, we had not been profitable on a
quarterly or annual basis, excluding the quarter ended December 25, 2005, in which we realized modest operating income of $3,000. We experienced operating and net losses in the second, third
and fourth quarters of fiscal 2007 and for fiscal 2007 as a whole.

In
the second and third quarters of 2007, we experienced a softening in our business. We believe this softening was attributable in part to delays associated with our customers'
evaluations of strategic investment decisions concerning their movement from copper wire to fiber, in part to a shift in our customer base toward longer term loan projects funded by the U.S.
Department of Agriculture's Rural Utilities Service, or RUS program, and delays in our financial reporting. In the fourth quarter of 2007,

46

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we
experienced an improvement in our business, with both revenues and gross margin increasing significantly from the third quarter. In particular, we benefited from strong seasonal spending from our
customer base, a new customer in Guam, and an apparent increase in customer confidence, which we attribute in part to the completion of our restatement and our SEC filings. While we expect the
transition from copper wire to fiber to continue, we believe that the pace and impact of this transition will vary from quarter to quarter.

Our
outlook for 2008 was improved by our recent selection by FairPoint Communications, Inc. as the lead access equipment provider for a major broadband upgrade of FairPoint's
network in northern New England. This planned upgrade is subject to regulatory approval and completion of the proposed acquisition by Fairpoint of Verizon's wireline business in Vermont, New Hampshire
and Maine, completion of an upgrade schedule by Fairpoint, changes in Fairpoint's order patterns and purchase decisions and other factors. We have not yet received any product orders from Fairpoint
and Fairpoint is not obligated to place any such orders with us.

As
discussed below under the caption "Restatement of Consolidated Financial Statements", in October 2007 we restated our previously released consolidated financial statements for the
following fiscal periods: (i) the fiscal years ended December 25, 2005 and December 26, 2004; (ii) each of the interim
quarterly periods in the fiscal years ended December 25, 2005 and December 26, 2004; and (iii) each of the interim quarterly periods ended March 26, June 25, and
September 24, 2006.

Prior
to January 1, 2007, when we adopted a calendar year end for fiscal reporting purposes, we prepared our financial statements with the end of each quarter falling on the last
Sunday of each calendar quarter. As a result, our accounting quarters did not necessarily coincide with the last day of the calendar month. Effective January 1, 2007, we adopted a calendar
fiscal-year end. The quarter-end dates for fiscal 2006 were March 26, June 25, September 24, and December 31.

Critical Accounting Policies and Estimates

Management's Discussion and Analysis of Financial Condition and Results of Operations discusses our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of sales and
expenses during the reporting period. On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, inventories, litigation, warranty reserve and
valuation of deferred income tax assets. We base our estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Actual
results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies, among others, affect our more significant
judgments and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition

We recognize sales revenue when persuasive evidence of sales arrangements exist, delivery has occurred or services have been rendered, the buyer's price is fixed
or determinable and collection is reasonably assured. We allow credit for products returned within our policy terms.

In
addition to the aforementioned general policy, we enter into transactions that represent multiple-element arrangements, which may include training and post-sales technical
support and

47

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maintenance
to our customers as needed to assist them in installation or use of our products, and make provisions for these costs in the periods of sale. Multiple-element arrangements are assessed to
determine whether they can be separated into more than one unit of accounting. A multiple-element arrangement is separated into more than one unit of accounting if all of the following criteria are
met:



If
these criteria are not met, then sales are deferred until such criteria are met or until the period(s) over which the last undelivered element is delivered. If there is objective and
reliable evidence of fair value for all units of accounting in an arrangement, the arrangement consideration is allocated to the separate units of accounting based on each unit's relative fair value.

In
certain circumstances, we enter into arrangements with customers who receive financing support in the form of long-term low interest rate loans from the United States
Department of Agriculture's Rural Utilities Service, or RUS. The terms of the RUS contracts provide that in certain instances transfer of title of our products does not occur until customer
acceptance. In these cases, we do not recognize revenue until final payment has been received, provided the remaining revenue recognition criteria are met. We believe payment, which contractually
occurs after written customer acceptance, provides superior assurance for revenue recognition purposes.

In
certain circumstances, we enter into transactions with value-added resellers where the resellers may not have the ability to pay us for these sales independent of payment to them by
the end-user. In these cases, we do not recognize revenue until payment has been received, provided the remaining revenue recognition criteria are met.

We
further warrant our products for periods up to five years and record an estimated warranty accrual when shipment occurs.



Our inventories are stated at the lower of acquisition cost or market value, with cost being determined using the first-in, first-out
method. In assessing the ultimate realization of inventories, we are required to make judgments as to future demand and market conditions and compare them with current inventory levels. If actual
future demand or market conditions are less favorable than those projected by us, additional inventory write-downs may be required.



We record a valuation allowance to reduce our deferred income tax asset to the amount we believe is more likely than not to be realized. While we have considered
future taxable income and ongoing prudent and feasible tax-planning strategies in assessing the need for the valuation allowance, should we determine that we would be able to realize our
deferred tax assets in the future in excess of the net recorded amount, an adjustment to the deferred tax assets would increase income in the period such determination was made. For 2005, 2006 and
2007, our net deferred tax assets have been offset with a full valuation allowance.



We evaluate our estimated potential financial exposure for loss contingencies, particularly the pending litigation matters discussed in Note 12 to the
accompanying consolidated financial statements for the fiscal year ended December 31, 2007. We accrue an estimated loss related to a contingency if

48

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(a) it
is probable that a liability had been incurred and future events will occur confirming the fact of the loss at the date of the consolidated financial statements and (b) the amount
of the loss can be reasonably estimated. When a reasonable estimate of the loss is a range and no amount within the range is a better estimate than any other amount, we accrue the minimum amount in
the range. As additional information becomes available, we assess the potential liability related to pending litigation and revise our estimates. Such revisions in the estimated potential liability
could materially impact our consolidated results of operations and financial position. We have not recorded an accrual for an estimated loss for the IPO allocation case because we believe the
anticipated settlement amounts are covered by our insurance policies.



We provide a standard warranty with the sale of our products for up to five years from the date of shipment. The estimated cost of providing the product warranty
is recorded at the time revenue is recognized. We maintain product quality programs and processes, including actively monitoring and evaluating the quality of our suppliers. We quantify and record an
estimate for warranty-related costs based on our actual history, projected return and failure rates and current repair costs.

Our
estimates are based on the actual number of products returned for repairs, an estimate of products that may be returned for warranty repair and estimated costs of repair depending on
the type of service required. These estimates require us to examine past warranty issues and consider their continuing impact in the future. Our accrual is based on consideration of all these factors
which are known as of the preparation of our consolidated financial statements. To the extent that actual warranty repairs are higher than our estimates, our costs will increase. The liability for
warranty returns totaled $475,000, $1.2 million and $1.9 million for the years ended December 25, 2005, December 31, 2006 and December 31, 2007, respectively.



Effective beginning the first fiscal quarter of 2006, we adopted Statement of Financial Accounting Standards (SFAS) No. 123(R), Share-Based
Payment, or SFAS 123(R), using the modified prospective transition method. Under this method, compensation costs for all awards
granted after the date of adoption and the unvested portion of previously granted awards outstanding at the date of adoption are measured at estimated fair value and included in cost of sales and
operating expenses over the vesting period during which an employee provides service in exchange for the award. Prior period amounts presented herein have not been restated to reflect the adoption of
SFAS No. 123(R).

Upon
adoption of SFAS 123(R), we selected the Black-Scholes option pricing model as the most appropriate model for determining the estimated fair value for stock-based awards. The
use of the Black-Scholes model requires the use of extensive actual employee exercise behavior data and the use of a number of complex assumptions including expected volatility, forfeitures, and
expected dividends. The risk-free interest rate assumption is based on the U.S. Treasury yield curve in effect at the time of grant. We do not anticipate declaring dividends in the
foreseeable future. Expected volatility is based on the annualized weekly historical volatility of our stock price and we believe it is indicative of future volatility. We estimate the expected life
of options granted based on historical exercise and post-vesting cancellation patterns with consideration to our industry peers of similar size with similar option vesting periods. Our
analysis of stock price volatility and option lives involves management's best estimates at the time of determination. SFAS 123(R) also requires that we recognize compensation expense for only
the portion of options or stock units that are expected to vest. Therefore, we apply an estimated forfeiture rate that is derived from historical employee termination behavior. If the actual number of
forfeitures differs from those estimated by management, additional adjustments to compensation expense may be required in future periods.

49

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We
recognize stock-based compensation expense for the fair value of restricted stock units. Fair value is determined by using the closing price of our common stock on the grant date. The
fair value of these awards is recognized to expense over the requisite service period of the awards. During 2007, stock-based compensation expense associated with restricted stock units totaled
$42,000.

Restatement of Consolidated Financial Statements

On October 16, 2007, we announced that the audit committee of our board of directors had completed its previously announced internal review of our revenue
recognition practices. As a result of the review,
we determined that our previously filed consolidated financial statements for the following periods required restatement: (i) our fiscal years ended December 25, 2005 and
December 26, 2004; (ii) each of the interim quarterly periods in our fiscal years ended December 25, 2005 and December 26, 2004; and (iii) each of the interim
quarterly periods ended March 26, June 25, and September 24, 2006. The adjustments resulting from the restatement relate solely to revenue recognition matters. The restatement
adjustments did not affect our reported cash, cash equivalent and short-term investment balances as of the end of any fiscal period.

Specifically,
we determined that a restatement was required because we incorrectly accounted for the following categories of transactions: (i) transactions involving commitments
to certain customers in connection with sales for features or deliverables that were not available at the time revenue was originally recognized, including commitments to prospectively provide free
product, software, training, and installation services, for which we prematurely recognized approximately $9.3 million in revenue from fiscal 2004 to fiscal 2006; (ii) sales to
value-added resellers where the resellers did not have the ability to pay us for these sales independent of payment to them by the end-user, for which we prematurely recognized
approximately $20.2 million in revenue from fiscal 2004 to fiscal 2006; and (iii) for certain quarters ending on weekends, transactions involving our use of a shipping vendor who picked
up product for subsequent delivery to another shipping company where the terms and conditions of the shipments did not appropriately transfer title or risk of loss at the time of shipment, for which
we prematurely recognized approximately $2.3 million in revenue from fiscal 2004 to fiscal 2006. In addition, we prematurely recognized approximately $1.1 million of revenue from fiscal
2004 through fiscal 2006 relating principally to errors in accounting for software and software maintenance, customer credits, and undelivered free product.

In
determining that a restatement was required, we accounted for hardware sales and related cost of sales in accordance with Staff Accounting Bulletin 104, Revenue Recognition, or
SAB 104. We accounted for software sales in accordance with AICPA Statement of Position No. 97-2, Software Revenue Recognition, or SOP 97-2. We accounted
for sales with multiple deliverables in accordance with Emerging Issues Task Force 00-21, Accounting for Revenue Arrangements with Multiple Deliverables, or EITF 00-21.

Results of Operations



Fiscal Year EndedDecember 25, 2005

December 31, 2006

December 31, 2007Restated(1)Sales

$
39,597

$
68,203

$
75,149


---

50

---



Sales increased $6.9 million, or 10%, to $75.1 million in 2007 compared to $68.2 million in 2006. The increase in sales in
2007 over 2006 was mainly due to continued expansion of our customer base, repeat orders from existing customers and increased sales of new and existing BLC 6000 products, related accessories and
cabinets. In 2007, these factors were partially offset by a softening in our business in the second and third quarters of 2007 that we believe was attributable to adverse trends affecting our target
customer markets, delays associated with our customers' evaluations of strategic investment decisions concerning their movement from copper wire to fiber and uncertainty concerning our delayed
financial reporting. In the fourth quarter of 2007, we experienced an improvement in our business, with both revenues and gross margin increasing significantly from the third quarter. In particular,
we
benefited from strong seasonal spending from our customer base, a new customer in Guam and an apparent increase in customer confidence, which we attribute in part to the completion of our restatement
and our SEC filings. While we expect the transition from copper wire to fiber to continue, we believe that the pace and impact of this transition will vary from quarter to quarter. We expect revenues
to grow at a moderate pace throughout 2008

Sales
increased by $28.6 million, or 72%, to $68.2 million in 2006 compared to $39.6 million in 2005. The increase in sales in 2006 over 2005 was mainly due to an
expansion of our customer base, repeat orders from existing customers and increased sales of BLC 6000 products, related accessories and cabinets. The growth in BLC 6000 system sales, and our sales in
general, followed the release of the BLC 6000 system product line during the third quarter of 2003. In 2004 and 2005, several enhancements and new features were introduced to the BLC 6000 system,
which resulted in greater market penetration and sales.



Fiscal Year EndedDecember 25, 2005

December 31, 2006

December 31, 2007Restated(1)Cost of sales

$
27,736

$
42,473

$
46,137Gross margin

$
11,861

$
25,730

$
29,012Gross margin


30
%

38
%

39
%


---

Cost of sales includes the cost of products shipped for which sales were recognized, warranty costs, costs of any manufacturing yield problems,
field replacements, rework costs, manufacturing overhead, provisions for obsolete inventory and the cost of post-sale support. Cost of sales increased by $3.7 million, or 9%, to
$46.1 million in 2007 compared to 2006. This increase in cost of sales in 2007 was primarily due to an increase in revenues.

Our
gross margin was stable at 39% as compared to 38% in 2006.

Cost
of sales increased by $14.7 million, or 53%, to $42.5 million in 2006 compared to 2005. This increase in cost of sales in 2006 was primarily due to an increase in
revenues.

Our
gross margin increased from 30% in 2005 to 38% in 2006. The improvement in our gross margin from fiscal 2005 to 2006 was primarily due to reductions in product manufacturing costs
and inventory carrying costs, partially offset by post-sale customer service costs.

We
expect that our gross margin will vary from quarter-to-quarter due in part to variations in product mix. For example, our gross margin percentages were 37%,
37%, 36% and 43% in the first, second, third and fourth quarters of fiscal 2007, respectively. The increase in gross margin in the fourth quarter of fiscal 2007 is principally attributable to a shift
in product mix toward higher margin blades.

51

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To the extent that we introduce new products into the market, we anticipate our gross margin will fluctuate primarily as a function of our product mix.



Fiscal Year EndedDecember 25, 2005

December 31, 2006

December 31, 2007Restated(1)Research and product-development

$
7,440

$
9,584

$
13,321Percentage of sales


19
%

14
%

18
%


---

Research and product-development consist primarily of salaries and other personnel-related costs, prototype component and assembly costs,
third-party design services and consulting costs, and other costs related to design, development, and testing of our products. Research and product-development costs are expensed as incurred, except
for capital expenditures, which are capitalized and depreciated over their estimated useful lives, generally two to five years. Research and product-development expenses increased $3.7 million,
or 39%, to $13.3 million in 2007 compared to $9.6 million in 2006. Research and product development increased primarily as a result of the expense of increased personnel-related costs,
stock-based compensation charges, and third-party design costs also contributed to the increase in our research and development costs in 2007.

Research
and product development expenses increased $2.1 million or 29% to $9.6 million in 2006 compared to 2005. The increase in research and product-development from 2005
to 2006 was attributable to increased personnel-related costs, stock-based compensation charges, and third-party design costs.



Fiscal Year EndedDecember 25, 2005

December 31, 2006

December 31, 2007Restated(1)Sales and marketing

$
8,349

$
11,222

$
14,650Percentage of sales


21
%

16
%

19
%


---

Sales and marketing consist primarily of salaries, sales commissions, and other personnel-related costs, development and distribution of
promotional materials, and other costs related to generating sales and conducting corporate marketing activities. Sales and marketing expenses increased $3.4 million, or 31%, to
$14.7 million in 2007 compared to $11.2 million in 2006. Sales and marketing increased primarily due to increased headcount, increased commission and other sales and promotional costs
incurred in an effort to increase sales and market penetration. We expect sales and marketing costs to continue to increase in 2008 as we continue to make expenditures aimed at increasing sales and
market penetration in our target markets as well as in adjacent and international markets.

Sales
and marketing expenses increased $2.9 million, or 34%, to $11.2 million in 2006 compared to $8.3 million in 2005. Sales and marketing increased due primarily
to increased headcount, stock-based compensation expense, commissions, and customer trial equipment expenses incurred to support our sales and marketing efforts.

52

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Fiscal Year EndedDecember 25, 2005

December 31, 2006

December 31, 2007Restated(1)General and administrative

$
3,420

$
4,095

$
11,823Percentage of sales


9
%

6
%

16
%


General and administrative consist primarily of salaries and other personnel-related costs for executive, finance, human resources, and
administrative personnel. Additionally, general and administrative include professional fees, liability insurance and other general corporate costs. General and administrative expenses increased
$7.7 million, or 189%, to $11.8 million in 2007 compared to 2006. General and administrative increased primarily due to $5.1 million of professional fees and expenses related to
the audit committee investigation. We also incurred additional general and administrative costs related to Sarbanes-Oxley compliance, the Terawave Communications, Inc. asset purchase,
additional headcount and stock-based compensation expense. We expect our general and administrative expenses to decrease substantially in 2008, mostly as a result of having completed the audit
committee investigation in 2007. We expect this reduction to be partially offset by increased headcount and consulting costs deemed necessary to improve our processes and controls, add new functions
and improve our human resources capabilities.

General
and administrative expenses increased $0.7 million, or 20%, to $4.1 million in 2006 compared to $3.4 million in 2005. General and administrative increased as
a result of increased salaries, stock-based compensation expense, and NASDAQ relisting fees.



During 2007, we recorded charges for purchased in-process research and development of $2.2 million in October 2007 associated with our purchase
of certain assets of Terawave Communcations, Inc. in October 2007. We had no such costs in 2006 and 2005.



Fiscal Year EndedDecember 25, 2005

December 31, 2006

December 31, 2007Restated(1)Cost of sales

$


$
288

$
233Research and product development


519


748


754Sales and marketing


70


476


558General and administrative


6


390


546Total stock-based compensation

$
595

$
1,902

$
2,091


---

Through December 25, 2005, we recorded total deferred stock compensation of approximately $10.5 million, representing the difference
between the deemed value of our common stock for accounting purposes and the exercise price of the options on their date of grant. We amortized deferred stock-based compensation over the vesting
periods of the applicable options, or repurchase periods for the exercised options, generally over four years. In addition, through December 25, 2005, we had reversed deferred stock
compensation of approximately $4.7 million, resulting from stock option cancellations and repurchase of unvested common shares from employees.

53

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Effective
as of the first quarter of fiscal 2006, we began recording the fair value of our share-based compensation in our consolidated financial statements in accordance with Statement
of Financial Accounting Standards No. 123(R), "Share-Based Payment (Revised 2004), or SFAS No. 123(R)." We anticipate that the stock-based
compensation expense calculated under SFAS No. 123(R) will continue to have a material effect on our consolidated statement of operations.



Fiscal Year EndedDecember 25, 2005

December 31, 2006

December 31, 2007Restated(1)Interest income

$
249

$
643

$
2,637Interest expense

$
(508
)
$
(173
)
$
(5
)


---

Interest income increased 310% from 2006 to 2007. This increase in interest income was principally attributable to higher average cash balances in
2007 from our November 2006 public offering. These funds were invested primarily in money market funds. Interest expense decreased from 2006 to 2007 due to the repayment of our outstanding debt in
early 2006.

Interest
income increased 158% from 2005 to 2006. This increase in interest income was principally attributable to higher average cash balances, resulting from the completion of our
secondary public offering in November 2006, and, to a lesser extent, higher interest rates during 2006. Interest expense decreased significantly in 2006 as compared to 2005 due to the repayment of our
outstanding debt in early 2006.

Income tax expense

Fiscal Year EndedDecember 25,
2005

December 31,
2006

December 31,
2007Income tax expense

$


$
64

$
56


In
2007, we offset approximately 81% of our federal and state tax liabilities against our net operating loss carry-forwards. The remaining 19% of our taxable income was taxed at an
effective tax rate of 0.6%, primarily to cover federal and state timing differences, and was recorded as income tax expense.

We
offset approximately 90% of our federal and state tax liabilities in 2006 through the utilization of our net operating loss carry-forwards. The remaining 10% of our taxable income was
taxed at an effective rate of 5%, primarily to cover federal and state alternative minimum tax, and was recorded as income tax expense.



As of December 31, 2007, we had net operating loss carryforwards of approximately $116.9 million and $77.3 million to offset federal and
state future taxable income, respectively. The federal and state net operating loss carryforwards will expire beginning in 2018 and 2007, respectively. We determined that as of December 31,
2007, $20.4 million and $7.3 million of these respective federal and state loss carryforwards were subject to annual limitations pursuant to Internal Revenue Code Section 382 and
similar state provisions.

54

---





Fiscal Year EndedDecember 25, 2005

December 31, 2006

December 31, 2007Restated(1)Beneficial conversion feature

$
(1,822
)
$
(3,437
)
$



---

In 2006, we recorded beneficial conversion feature charges to net loss attributable to common stockholders of $3.4 million related to the
issuance of our Series A-2 preferred stock in February 2006. In 2005, we recorded beneficial conversion feature charges to net loss attributable to common stockholders of
$1.7 million related to the issuance of our Series A-2 preferred stock during that fiscal year and $85,000 related to the amortization of preferred stock warrants. These
non-cash charges were calculated using the deemed value of common stock on date of issuance, subtracting the accounting conversion price and then multiplying the resulting amount by the
number of shares of common stock into which the Series A-2 preferred stock was convertible.

Liquidity and Capital Resources



As of December 31, 2007, we had cash and cash equivalents of $37.7 million, stockholders' equity of $60.3 million, and working capital of
$51.8 million, compared with cash and cash equivalents of $59.2 million, stockholders' equity of $68.1 million, and working capital of $66.1 million as of
December 31, 2006. The reduction in our cash and cash equivalents from December 31, 2006 to December 31, 2007 was primarily related to our net loss from operations for 2007,
including the cost of our internal investigation, leasehold improvements, asset purchases and purchases of performance bonds. During 2007 we incurred costs of $5.5 million for leasehold
improvements for our new headquarters in Santa Barbara, California. In October 2007 we purchased certain assets of Terawave Communications, Inc. for $5.3 million in cash and
$0.1 million in assumed liabilities, the objective of which was to acquire Terawave's gigabit passive optical networking technology. Also contributing to the net decrease in cash and cash
equivalents was the increase from $4.4 million to $13.1 million in restricted cash related to the purchases of performance bonds which we were required to post in connection with our RUS
contracts.

Net
cash used in operating activities for 2007 was $1.2 million compared to net cash provided by operating activities of $5.0 million in 2006. Cash used in operating
activities for 2007 was largely attributable to our net loss for the year offset by substantially non-cash charges for depreciation and amortization, charges relating to stock options and
in-process research and development associated with our purchase of certain assets of Terawave Communications, Inc.

Net
cash used in investing activities was $20.9 million in the year ended December 31, 2007, compared to $1.8 million in 2006. Cash used in investing activities for
2007, was mainly attributable to purchase of certain assets of Terawave Communications, Inc. of $5.3 million, purchases of property and equipment of $9.0 million and an increase
of $8.7 million in restricted cash related to performance bonds which we were required to post in connection with our RUS contracts.

Cash
provided by financing activities was $0.5 million in the year ended December 31, 2007, compared to $49.5 million in 2006. There was minimal financing activity
in 2007. In 2006, the principal sources of cash from financing activities were our secondary public offering in November 2006 and the rights offering completed in February 2006.

55

---





As of December 31, 2006, we had cash and cash equivalents of $59.2 million, stockholders' equity of $68.4 million, and working capital of
$66.1 million, compared with cash and cash equivalents of $6.6 million, stockholders' deficit of $21.9 million, and working capital of $12.2 million as of
December 25, 2005. The net increase in cash and cash equivalents was principally the result of the closing of our secondary public offering in November 2006, which raised $48.7 million
in net proceeds, as well as the issuance of additional shares of Series A-2 preferred stock in connection with a rights offering in February 2006, which raised $2.7 million
in net proceeds. Offsetting our cash balances was the repayment of $2.6 million in outstanding indebtedness in February 2006. As of December 31, 2006, we had restricted cash of
$4.4 million related to performance bonds we are required to post in connection with our RUS contracts.

We
generated $5.0 million of cash from operating activities during the fiscal year ended December 31, 2006, compared to a use of $7.7 million in operating activities
during the fiscal year ended December 25, 2005. The increase was principally attributable to increases in net income, accounts payable and deferred sales, partially offset by increases in
accounts receivable and inventory.

We
used $1.8 million of cash in investing activities during the fiscal year ended December 31, 2006, compared to a use of $2.9 million during the fiscal year ended
December 25, 2005. The decrease was attributable to a smaller increase of restricted cash related to the purchase of performance bonds for RUS contracts.

Financing
activities generated $49.5 million of cash during the year ended December 31, 2006, compared to $12.7 million in the year ended December 25, 2005.
The principal contributors to cash from financing activities were our secondary public offering in November 2006 and the rights offering completed in February 2006.



Working capital decreased to $51.8 million at December 31, 2007, compared to $66.1 million at December 31, 2006. The decrease was
primarily attributable to our net loss, leasehold improvements for our new headquarters in Santa Barbara, purchases of performance bonds for our RUS contracts and the purchase of certain assets of
Terawave Communications, Inc.



Working capital increased to $66.1 million at December 31, 2006, compared to $12.2 million at December 25, 2005. The increase was
principally attributable to the completion of the secondary public offering, which raised $48.7 million of net proceeds, and the rights offering, which raised $2.7 million in net
proceeds. Also contributing to the increase in working capital was cash provided by net income, partially offset by purchases of property and equipment.

Our
future liquidity and capital requirements will depend on numerous factors, including the:



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We
believe that our cash and cash equivalents will be sufficient to finance our operations over the next 12 months. Although we believe these funds will be sufficient to maintain
and expand our operations in accordance with our business strategy, we may need additional funds in the future. If we are unable to raise additional financing when and if needed, we may be required to
reduce certain discretionary spending, which could have a material adverse effect on our ability to achieve our intended business objectives.

We
lease our facilities and certain assets under non-cancelable operating leases expiring through 2014, excluding various renewal options.

The
following table summarizes our minimum purchase commitment to our contract manufacturers and our minimum commitments under non-cancelable operating leases as of
December 31, 2007 (in thousands):

|                        |  | Payments Due By Period
|----------------------- |  | ----------------------
|
|Contractual Obligations |  |                       
|Purchase commitments(1) |  | $                     
|Operating leases        |  | $                     
|Capital leases          |  | $                     

---



As of December 31, 2007, we had no material off-balance sheet arrangements, other than the operating leases and certain purchase commitments
described above.



We enter into indemnification provisions under our agreements with other companies in our ordinary course of business, typically with our contractors, customers,
channel partners, landlords and our agreements with investors. Under these provisions, we generally indemnify and hold harmless the indemnified party for losses suffered or incurred by the indemnified
party as a result of our activities or, in some cases, as a result of the indemnified party's activities under the agreement. These indemnification provisions generally survive termination of the
underlying agreement. The maximum potential amount of future payments we could be required to make under these indemnification
provisions is generally unlimited. As of December 31, 2007, we had not incurred material costs to defend lawsuits or settle claims related to these indemnifications agreements and we have no
liabilities recorded for these agreements as of December 31, 2006 and 2007.

On
April 26, 2007 and May 16, 2007, two putative class action complaints were filed in the United States District Court for the Central District of California against us
and certain of our officers. The complaints allege that the defendants violated sections 10(b) and 20(a) of the Exchange Act and SEC Rule 10b-5 by making false and misleading
statements and omissions relating to our financial statements and internal controls with respect to revenue recognition. On July 30, 2007, these actions were consolidated into a single action.
On November 16, 2007, lead plaintiff filed a consolidated complaint. This consolidated complaint adds as defendants certain of our current and former directors and officers, our current and
former outside auditors, the lead underwriter of our secondary public offering in November 2006, and two venture capital firms who were early investors in us. The consolidated complaint alleges that
defendants violated sections 10(b), 20(a) and 20A of the Exchange

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Act
and SEC Rule 10b-5 promulgated thereunder, as well as sections 11 and 15 of the Securities Act by making false and misleading statements and omissions relating to our
financial statements and internal controls with respect to revenue recognition that required restatement. The consolidated complaint seeks, on behalf of persons who purchased our common stock during
the period from April 29, 2004 to October 15, 2007, damages of an unspecified amount.

Under
Delaware law, our bylaws, and indemnification agreements between us and our executive officers and directors, we may have an obligation to indemnify current and former officers and
directors in relation to these matters. Such indemnification may have a material adverse effect on our business, results of operations, and financial condition to the extent insurance does not cover
our costs. The insurance carriers that provide our directors' and officers' liability policies may seek to rescind or deny coverage with respect to pending investigations or actions in whole or in
part or we may not have sufficient coverage under such policies, in which case our business, results of operations, and financial condition may be materially and adversely affected.

In
addition, we have been named as defendants in several class action lawsuits generally referred to as "IPO Allocation" claims relating to our initial public offering in June 2000.
Certain of our former officers and directors and one of our current directors, Steven M. Krausz, have been named as co-defendants in these class action lawsuits, and we may be required to
indemnify these persons in connection with the lawsuits and our director and officer liability insurance provider may be required to pay damages, awards or settlement amounts on behalf of such current
and former directors and officers.

For
additional information about these outstanding legal proceedings, please refer to Part I, Item 3 of this Form 10 K.



In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, "Noncontrolling Interests in Consolidated Financial Statements, an
amendment of ARB No. 51" ("SFAS 160"). SFAS 160 will change the accounting and reporting for minority interests which will be recharacterized as noncontrolling interests and
classified as a component of equity. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008. SFAS 160 requires retroactive adoption of the presentation and
disclosure requirements for existing minority interests. We are currently assessing the impact that SFAS 160 may have on our financial position, results of operations, and cash flows.

In
December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007), "Business Combinations" ("SFAS 141R"). SFAS 141R changes
accounting for acquisitions that close beginning in 2009. More transactions and events will qualify as business combinations and will be accounted for at fair value under the new standard.
SFAS 141R promotes greater use of fair values in financial reporting. Some of the changes will introduce more volatility into earnings. SFAS 141R is effective for fiscal years beginning
on or after December 15, 2008. The adoption of SFAS 141R will have an impact on accounting for business combinations once adopted, but the effect on us will depend upon our level of
acquisition activity.

In
December 2007, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 110 ("SAB No. 110"), "Certain Assumptions Used in Valuation Methods." SAB
No. 110 expresses the views of the staff regarding the use of a "simplified" method in developing an estimate of expected term of "plain vanilla" share options in accordance with the Statement
of Financial Accounting No. 123R, "Shared-Based Payment." Companies electing to use this method should apply it consistently to all "plain vanilla" employee share options, and disclose the use
of the method in the notes to the financial statements. We are currently evaluating the impact of applying SAB No. 110 on our business and financial condition.

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In
May 2007, the FASB issued FSP No. FIN 48-1 "Definition of Settlement in FASB Interpretation No. 48," (FSP FIN 48-1 amends FIN 48 to
provide guidance on how an entity should determine whether a tax provision is effectively settled for the purpose of recognizing previously unrecognized tax benefits. The term "effectively settled"
replaces the term "ultimately settled" when used to describe recognition, and the terms "settlement" or "settled" replace the terms "ultimate settlement" or "ultimately settled" when used to describe
measurement of a tax position under FIN 48. FSP FIN 48-1 clarifies that a tax position can be effectively settled upon the completion of an examination by a taxing authority
without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if
the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statue of limitations remains open. We do not anticipate that the
adoption of FSP FIN 48-1 will have a material effect on our results of operations or financial position, although we are continuing to evaluate the full impact of the adoption of
FSP FIN 48-1.

In
February 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 159, "The Fair Value Option for Financial Assets
and Financial LiabilitiesIncluding an Amendment of FASB Statement No. 115" (SFAS 159). SFAS 159 expands the use of fair value accounting but does not affect existing
standards which require assets or liabilities to be carried at fair value. Under SFAS 159, a company may elect to use fair value to measure accounts and loans receivable,
available-for-sale and held-to-maturity securities, equity method investments, accounts payable, guarantees and issued debt. Other eligible items
include firm commitments for financial instruments that otherwise would not be recognized at inception and non-cash warranty obligations where a warrantor is permitted to pay a third party
to provide warranty goods or services. If the use of fair value is elected, any upfront cost and fees related to the item must be recognized in earnings and cannot be deferred. The fair value election
is irrevocable and generally made on an instrument-by-instrument basis even if a company has similar instruments that it elects not to measure at fair value. At the adoption
date, unrealized gains and losses on existing items for which the fair value option has been elected are reported as a cumulative adjustment to beginning retained earnings. Subsequent to the adoption
of SFAS 159, changes to fair value are recognized in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007 and is required to be adopted by Occam in
the first quarter of 2008. We are currently determining whether fair value accounting is appropriate for any of our eligible items and cannot currently estimate the impact, if any, which
SFAS 159 may have on our consolidated results of operation and financial condition.

In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS No. 157"). SFAS No. 157 defines fair value, establishes a framework and gives
guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007 and interim periods of those fiscal years and is required to be adopted by Occam in the first quarter of 2008. We do not anticipate that SFAS No. 157
will have a material effect on our results of operations and financial position, although we are continuing to evaluate the full impact of the adoption of SFAS No. 157.

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In September 2006, the Securities and Exchange Commission issued SAB No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year
Financial Statements." SAB No. 108 provides guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality
assessment. SAB No. 108 establishes an approach that requires quantification of financial statement errors based on the effects of each of the Company's balance sheets and statement of
operations and the related financial statement disclosures. SAB No. 108 permits existing public companies to record the cumulative effect of initially applying this approach in the first year
ending after November 15, 2006 by recording the necessary correcting adjustments to the carrying values of assets and liabilities as of the beginning of that year with the offsetting adjustment
recorded to the opening balance of retained earnings. Additionally, the use of the cumulative effect transition method requires detailed disclosure of the nature and amount of each individual error
being corrected through the cumulative adjustment and how and when it arose. We implemented SAB No. 108 effective January 1, 2006 and considered its effect on our financial position,
results of operations or cash flows for 2006. See Note 2, "Restatement of Consolidated Financial Statements," of the Notes to Consolidated Statements for information regarding the restatement.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Because our portfolio of cash equivalents is of a short-term nature, we are not subject to significant market price risk related to investments.
However, our interest income is sensitive to changes in the general level of taxable and short-term U.S. interest rates. Our exposure to market risk due to changes in the general level of
United States interest rates relates primarily to our cash equivalents. We generally invest our surplus cash balances in money-market funds with original or remaining contractual maturities of less
than 90 days. The primary objective of our investment activities is the preservation of principal while minimizing risk. We do not hold financial instruments for trading or speculative
purposes. We do not use any derivatives or similar instruments to manage our interest rate risk.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our consolidated financial statements and schedule required by Regulation S-X are provided beginning on page F-1 of this
Annual Report on Form 10-K.

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There were no disagreements with our independent registered public accounting firm on accounting matters or financial disclosure.

ITEM 9A.    CONTROLS AND PROCEDURES



Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation
of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of
December 31, 2007, which we refer to as the Evaluation Date or the end of the period covered by this Annual Report on Form 10-K.

The
purpose of this evaluation was to determine whether as of the Evaluation Date our disclosure controls and procedures were effective to provide reasonable assurance that the
information we are required to disclose in our filings with the Securities and Exchange Commission, (i) is recorded, processed, summarized and reported within the time periods specified in the
SEC's rules and forms

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and
(ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required
disclosure.

Based
on their evaluation, our chief executive officer and chief financial officer have concluded, as discussed below, that a material weakness existed in our disclosure controls and
procedures as of the Evaluation Date, and as a result, our disclosure controls and procedures were not effective as of the Evaluation Date.

An
internal control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to
prevent or detect misstatements on a timely basis. A "material weakness" is a control deficiency, or combination of control deficiencies, that results in a more than a remote likelihood that a
material misstatement of the annual or interim consolidated financial statements will not be prevented or detected. A "significant deficiency" is a control deficiency, or combination of control
deficiencies, that adversely affects a company's ability to initiate, authorize, record, process or report external financial data reliably in accordance with accounting principles generally accepted
in the United States. In the case of a significant deficiency, a more-than-remote likelihood exists of a misstatement of the company's annual or interim consolidated financial
statements that is more than inconsequential.

As
more fully described in Note 3 to the accompanying consolidated financial statements, in March 2007, our audit committee initiated an internal review of our revenue recognition
practices. On September 12, 2007, we announced that our audit committee had identified errors in revenue recognition and that our board of directors, based on the recommendation of our audit
committee, had concluded that we should restate our financial statements for fiscal years 2004 and 2005, the corresponding interim quarterly periods of fiscal 2004 and fiscal 2005, and the first,
second, and third quarters of fiscal 2006. Our board of directors also concluded that our previously filed financial statements for those periods should not be relied on. On October 16, 2007,
we announced that our audit committee had concluded its investigation, and we announced the final restated financial information.

Our
audit committee concluded that the restatement was required because of errors in our accounting for (i) commitments to certain customers in connection with sales for features
or deliverables that were not available at the time revenue was originally recognized, including commitments to prospectively provide free product, software, training, and installation services, for
which we prematurely recognized approximately $9.3 million in revenue from fiscal 2004 to fiscal 2006; (ii) sales to value-added resellers where the resellers did not have the ability to
pay us for these sales independent of payment to them by the end-user, for which we prematurely recognized approximately $20.2 million in
revenue from fiscal 2004 to fiscal 2006; and (iii) for certain quarters ending on weekends, our use of a shipping vendor who picked up product for subsequent delivery to another shipping
company where the terms and conditions of the shipments did not appropriately transfer title or risk of loss at the time of shipment, for which we prematurely recognized approximately
$2.3 million in revenue from fiscal 2004 to fiscal 2006. In addition, we prematurely recognized approximately $1.1 million of revenue from fiscal 2004 through fiscal 2006 relating
principally to errors in accounting for software and software maintenance, customer credits, and undelivered free product.

Our
audit committee determined that the foregoing errors resulted from deficiencies in our internal controls, in particular resulting from internal communication failures between our
finance and sales departments, a lack of clear understanding by, and communication to, sales personnel of technical accounting rules, understaffed finance functions, and on occasion, failure of
finance personnel to apply technical revenue recognition rules correctly. As part of its internal control deficiencies letter dated October 15, 2007, our current independent registered public
accounting firm also identified a material weakness relating to revenue recognition. Our independent registered public accounting firm noted that we did not have policies and procedures in place to
ensure that modifications to, or side agreements

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associated
with, our standard terms of contract were properly documented and approved. Our independent registered public accounting firm also cited a lack of understanding of the accounting
consequences of modifications to standard terms by certain sales employees and a lack of communication among our sales, engineering, and finance departments to ensure that all sales transactions are
properly tracked, documented, approved, and recorded.

In
their October 2007 letter, our independent registered public accounting firm identified additional control deficiencies that it determined to be significant deficiencies but that it
did not deem to be material weaknesses. In particular, it identified a significant deficiency relating to segregation of duties, noting among other things that in certain instances journal entries and
account reconciliations were approved by the preparer of the entry or reconciliation. Our independent registered public accounting firm also noted a significant deficiency relating to
post-closing adjusting journal entries and recommended that we reassess the timeline of our financial statement process to ensure that we have reasonable time to conclude a thorough
financial statement closing process. Finally, our independent registered public accounting firm identified significant deficiencies relating to recording certain purchase transactions, where parts
were ordered and accepted by our engineering department, without approval or involvement of our finance department, and where fixed assets were not properly classified for depreciation purposes.

In
connection with the audit of our consolidated financial statements for the year ended December 31, 2007 and the effectiveness of our internal control over financial reporting
as of December 31, 2007, our independent registered public accounting firm identified a material weakness and some significant deficiencies in our internal control over financial reporting in a
letter dated March 10, 2008. Specifically, our independent registered public accounting firm noted a continuing material weakness relating to revenue recognition and our policies and procedures
to ensure that modifications to, or side agreements associated with, our standard terms of contract were properly approved, documented, tracked and recorded.



On September 28, 2007, our audit committee presented the findings and recommendations of its internal investigation to our board of directors, including a
proposed remediation plan regarding internal control over financial reporting. Our board of directors adopted the audit committee's remediation plan, and we are in the process of implementing it.
Remedying the material weakness and other control deficiencies described above will require substantial management time and attention and will result in our incurring substantial incremental expenses,
including increasing the size of our finance organization and retaining outside consultants to assist in the implementation of new internal controls. Any failure on our part to remedy our identified
control deficiencies or any additional errors or delays in our financial reporting would have a material adverse effect on our business and results of operations and could have a substantial adverse
impact on the trading price of our common stock and our relationships with customers.

Subject
to oversight by our board of directors, our chief executive officer and chief financial officer will be responsible for implementing the internal control remediation plan
recommended by our audit committee and approved by our board of directors. We have also engaged an outside consultant in connection with implementing the remediation plan.

Our
audit committee's remediation plan consisted of the following modifications and improvements in our internal controls relating to the sales and revenue-recognition transaction cycle.

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Modifications
and improvements to our internal controls completed as of February 29, 2008 are also set out below:

|Remediation Plan |  | Implemented
as of
February 29,
2008                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                |  | adjust our reporting structure so that finance has direct oversight of sales administration and the sales proposal generation management group;                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                |  | reorganize our variable compensation plan to ensure that sales personnel are not incentivized to attempt to influence the timing of revenue recognition;                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                |  | retain a senior revenue recognition specialist who will report directly to our chief financial officer and will possess the appropriate level of experience, authority, and seniority to independently serve as the liaison
between all levels of corporate functions and finance. This individual should have some degree of managerial oversight of other "liaison" areas (e.g., order entry personnel, sales administration, and sales proposals generation) and be
responsible for the review and reconciliation of terms given to a customer in the bid/quote process as well as in the final contract;
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                |  | engage an outsourced internal audit group to review all significant revenue transactions each quarter to ensure that transactions have been recorded appropriately, to monitor the status of the remediation of control
structure, and report to the audit committee the progress achieved;                                                                                                                                                                                                                                                                                                                 
|                |  | implement formal training, which would include a signed acknowledgement of all attendees certifying that they have attended and understood the topics covered, from all finance, executive, sales, and sales administration
personnel, to ensure they understand that certain terms impact revenue recognition, as well as understand how to document and receive approval for such terms, as well as report them to finance;                                                                                                                                                                               
|                |  | institute a formal communication process among marketing, engineering, and finance to ensure that all functions understand that any changes have potential accounting implications and to ensure that finance is appropriately
advised as to the impact on existing and future transactions;                                                                                                                                                                                                                                                                                                                
|                |  | implement policies and procedures that delineate clear roles, responsibilities, and authorization levels for all positions defined as "key" to the revenue recognition transaction cycle;                                                                                                                                                                                                                                                                                                                                                                                                                   
|                |  | implement a policies and procedure document that will be provided to all sales and sales administration personnel, including an annual sign off that they have received, read, understood, and complied with the materials,
that will ensure that all terms related to any transaction are evidenced in the sales quotes and purchase orders, and that all transaction documentation has been provided to the finance department prior to the recording of revenue. Such policies and
procedures may include:                                                                                               

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|  |  |                                                                                                                                                                                                                                                              |  | standardized language on each customer's quote and invoice, as well as on the standard terms and conditions, stating that only those terms listed by the customer on its purchase order will be deemed part of the final
agreement;                                                             |  |  
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -
|  |  |                                                                                                                                                                                                                                                              |  | a central, virtual repository for all documentation relating to a transaction, including quotes, emails, letters of intent, volume pricing agreements, special pricing approval forms, and all other transaction documents,
which are uploaded by sales and sales administration personnel; and |  |  
|  |  |                                                                                                                                                                                                                                                              |  | compliance with the stated order addendum process, to ensure that all terms agreed upon with a customer following the issuance of the customer quote or purchase order have been captured and provided to
finance.                                                                              |  | X
| |  | implement controls required to ensure that no items are shipped or provided to the customer without being entered as separate line items in our systems;                                                                                                      |  | X                                                                                                                                                                                                                                                                                              
| |  | implement controls required to ensure that all requests for price responses, contract closeout, acceptance documentation, and other delivery information is provided to and reviewed by the finance department and is received
prior to recording of revenue; |  | X                                                                                                                                                                                                                                                                                              
| |  | implement controls to ensure that single transactions with a customer are not split into various contracts, purchase orders, or shipments, unless these requests are approved by the finance department; and                                                  |  | X                                                                                                                                                                                                                                                                                              
| |  | implemented procedures to ensure that credit checks are performed and the decision-making process as to the credit limit is documented and maintained.                                                                                                        |  | X                                                                                                                                                                                                                                                                                              

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting(as defined in
Rule 13a-15(f) under the Exchange Act)for Occam. Our internal controls over financial reporting are designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our
management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures or internal control over financial reporting
will prevent all error and all fraud. A control system no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control system's objectives will be
met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent
limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within a Company are detected. The inherent limitations include the realities that
judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of
two or more people or by management override of the controls. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may
not be detected.

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To
evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, management conducted an assessment, including
testing, using the criteria inInternal ControlIntegrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on their assessment, management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2007, based on criteria in Internal
ControlIntegrated Frameworkissued by the COSO. Management's conclusion was based in part on its finding that, as of
December 31, 2007, a material weakness and other significant deficiencies remained in our internal control over financial reporting. As discussed above, the material weakness relates to revenue
recognition and our policies and procedures to ensure that, modifications to, or side agreements associated with, our standard terms of contract were properly approved, documented, tracked and
recorded. The effectiveness of our internal control over financial reporting as of December 31, 2007, has been audited by Singer Lewak Greenbaum & Goldstein LLP, an independent
registered public accounting firm, as stated in their report which is included below.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Stockholders
Occam Networks, Inc. and Subsidiary
Santa Barbara, California

We
have audited Occam Networks, Inc. and subsidiary's (collectively, the "Company") internal control over financial reporting as of December 31, 2007, based on criteria
established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for
maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's
Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company's internal control over financial reporting based on our audit.

We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our
audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A
company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the
financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in
management's assessment. The Company maintained inadequate controls over the financial reporting process in relation to the application of revenue recognition policies in accordance with accounting
principles generally accepted in the United States of America. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2007
financial statements, and this report does not affect our report dated March 10, 2008 on those financial statements.

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In
our opinion, because of the effect of the material weakness described above on the achievement of the objectives of the control criteria, the Company has not maintained effective
internal control over financial reporting as of December 31, 2007, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).

|                                       |  | /s/ SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
|-------------------------------------- |  | ------------------------------------------
|Los Angeles, California
March 10, 2008 |  |                                           

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ITEM 9B.    OTHER INFORMATION

Our bylaws provide that our fiscal year end is determined by resolution of the board. On December 5, 2006, the board approved changing our financial
reporting to calendar year end and quarterly reporting. Historically, we ended each fiscal quarter and year on the last Sunday of the corresponding calendar quarter and year, which resulted in fiscal
period end-dates that were zero to six days prior to the end of each calendar quarter and year. Beginning with our 2007 fiscal year, each fiscal quarter and fiscal year will end on the
last day of the applicable calendar quarter and year, such that our fiscal year end will be December 31 for each year and our fiscal quarters will end on March 31, June 30,
September 30 and December 31 of each year. This change is not significant for comparative purposes. As a result, there is no requirement under SEC rules to file a separate
transition period report or intention to restate prior periods.

We
held our 2007 Annual Meeting of Stockholders on December 28, 2007 instead of in July 2007. We expect our 2008 Annual Meeting of Stockholders will be held more than thirty
(30) days in advance of the anniversary of our 2007 Annual Meeting of Stockholders.

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PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item is set forth under the captions "Proposal OneElection of Directors", "Section 16(a) Beneficial Ownership
Reporting Compliance" and "Corporate GovernanceBoard and Board Committees" in our 2008 Proxy Statement to be filed by us within 120 days of the end of our 2007 fiscal year pursuant
to General Instruction G(3) of Form 10-K and is herein incorporated by reference.

Executive Officers

Biographical information regarding Occam's executive officers as of December 31, 2007 is found in Part I, Item 4A of this Annual Report on
Form 10-K under the heading "Executive Officers of the Registrant." There are no immediate family relationships between or among any of our executive officers or directors.

Code of Conduct

We have adopted the Occam Code of Business Conduct and Ethics, or Code of Ethics, with which every person, including executive officers, who works for Occam and
every member of our board of directors is expected to comply. If any substantive amendments are made to the Code of Ethics or any waiver is granted, we intend to satisfy the disclosure requirement
under Item 5.05 of
Form 8-K regarding such amendment to, or waiver from, a provision of this Code of Ethics by posting such information on our website, at the address and location specified above, or
as otherwise required by the NASDAQ Global Market. In December 2006, we amended and restated the Code of Ethics and filed a related Current Report on Form 8-K on December 11,
2006.

The
Code of Ethics is available at our website, located athttp://www.occamnetworks.com/company/IR/ corp_gov/index.cfm. This website
address is intended to be an inactive, textual reference only. None of the material on this website is part of this Annual Report on Form 10-K.

ITEM 11.    EXECUTIVE COMPENSATION

The information required by this Item is set forth under the captions "Executive Compensation and Related Information," "Corporate GovernanceBoard
Compensation" and "Corporate GovernanceCompensation Committee Interlocks and Insider Participation" in our 2008 Proxy Statement to be filed by us within 120 days of the end of our
2007 fiscal year pursuant to General Instruction G(3) of Form 10-K and is incorporated herein by reference.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item is set forth under the captions "Security Ownership of Certain Beneficial Owners and Management" and "Equity Compensation
Plan Information" in our 2008 Proxy Statement to be filed by us within 120 days of the end of our 2007 fiscal year pursuant to General Instruction G(3) of Form 10-K
and is incorporated herein by reference.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item is set forth under the captions "Related Party Transactions" and "Corporate GovernanceBoard and Board
CommitteesIndependent Directors" in our 2008 Proxy Statement to be filed by us within 120 days of the end of our 2007 fiscal year pursuant to General Instruction G(3) of
Form 10-K and is incorporated herein by reference.

69

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ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is included under the captions "Proposal TwoRatification of Appointment of Independent Registered Public
Accounting Firm" in our 2008 Proxy Statement to be filed by us within 120 days of the end of our 2007 fiscal year pursuant to General Instruction G(3) of Form 10-K and
is incorporated herein by reference.

70

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PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



The
financial statement schedules have been omitted because they are not applicable or the information required to be set forth therein is included in the consolidated financial
statements or notes thereto.



The
following exhibits are filed herewith or incorporated by reference.

|Exhibit No. |  | Exhibit Title                                                                                                                                                                                                                                                                            
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1         |  | Registrant's Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on November 6, 2006 (incorporated by reference to the Exhibit of the same number in the
Registrant's Current Report on Form 8-K filed on November 7, 2006).
|3.2         |  | Registrant's Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Registrant's Quarterly Report on Form 10-Q filed on May 14, 2003).                                                                                                                             
|4.1         |  | Specimen common stock certificate of Registrant (incorporated by reference to the Exhibit with the same number on the Registrant's Registration Statement on Form S-1 and all amendments, thereto (File No. 333-31732)).                                                                 
|10.1(2)     |  | 1997 Stock Option/Stock Issuance Plan (incorporated by reference to the Exhibit with the same number on the Registrant's Registration Statement on Form S-1 and all amendments thereto (File No. 333-31732)).                                                                            
|10.2        |  | Amended and Restated 2000 Stock Incentive Plan, as amended June 2005 (incorporated by reference to the Exhibit with the same number to the Registrant's Annual Report on Form 10-K filed on March 30, 2006).                                                                             
|*10.4       |  | Amended and Restated 2006 Equity Incentive Plan and forms of agreement thereunder, amended as of November 29, 2007.                                                                                                                                                                      
|10.5        |  | 2006 Employee Stock Purchase Plan (incorporated by reference to the Exhibit with the same number on the Registrant's Registration Statement on Form S-1 filed on September 18, 2006 (File No. 333-134318)).                                                                              
|10.8        |  | Form of Indemnification Agreement for all officers and directors effective August 14, 2006 (incorporated by reference to the Exhibit with the same number on the Registrant's Registration Statement on Form S-1 filed September 18, 2006
(File No. 333-134318)).                        
|10.9(2)     |  | Employment Agreement dated February 13, 2002 between the Registrant and Robert L. Howard-Anderson (incorporated by reference to Exhibit 10.46 of the Registrant's Quarterly Report on Form 10-Q filed on August 12, 2002).                                                               
|10.10(2)    |  | Occam Networks Inc. 1999 Stock Plan (incorporated by reference to Exhibit 4.1 on the Registrant's Statement on Form S-8 (File No. 333-91070)).                                                                                                                                           

71

---



|10.11(2)   |  | Occam Networks Inc. 1999 Stock Plan, Form of Stock Option Agreement (incorporated by reference to Exhibit 4.2 on the Registrant's Statement on Form S-8 (File No. 333-91070)).                                                                                                                                                                                              
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.12(2)   |  | Occam Networks Inc. 1999 Stock Plan, Form of Stock Option AgreementEarly Exercise (incorporated by reference to Exhibit 4.3 on the Registrant's Statement on Form S-8 (File No. 333-91070)).                                                                                                                                                                               
|10.14(1)   |  | Materials and Manufacturing Agreement Board Assembly Agreement dated as of March 15, 1999, by and between the Registrant and the Semiconductor Group of Arrow Electronics, Inc., as amended (incorporated by reference to the Exhibit with the
same number on the Registrant's Registration Statement on Form S-1 and all amendments thereto (File No. 333-31732)).         
|10.16      |  | Fourth Amended and Restated Investors' Rights Agreement, dated as of January 7, 2005, among the Registrant and certain holders of its capital stock (incorporated by reference to Exhibit 10.62 of the Registrant's Current Report on
Form 8-K filed on January 13, 2005).                                                                                                  
|10.19(1)   |  | Manufacturing License Agreement, dated as of March 18, 2005, by and between the Registrant and Tellabs Petaluma, Inc. (incorporated by reference to Exhibit 10.67 of the Registrant's Annual Report on Form 10-K filed on
March 31, 2005)                                                                                                                                   
|10.19.1    |  | Amendment One to Manufacturing License Agreement dated March 18, 2005 between Tellabs Petaluma, Inc. and the Registrant (incorporated by reference to Exhibit 10.73 of the Registrant's Current Report on Form 8-K filed on
May 17, 2005).                                                                                                                                  
|10.19.2(1) |  | Amendment dated March 31, 2006 to the Manufacturing License Agreement dated March 18, 2005 (as amended on May 6, 2005), with Tellabs Petaluma, Inc. and its Supply Agreement dated March 18, 2005 with Tellabs North America,
 Inc. (incorporated by reference to the Exhibit with the same number on the Registrant's Quarterly Report on Form 10-Q filed on May 10, 2006).
|10.20(1)   |  | Technology License Agreement, dated as of March 18, 2005, by and between the Registrant and Tellabs Petaluma, Inc. (incorporated by reference to Exhibit 10.69 of the Registrant's Annual Report on Form 10-K filed on March 31,
2005).                                                                                                                                     
|10.20.1    |  | Amendment One to Technology License Agreement dated March 18, 2005 between Tellabs Petaluma, Inc. and the Registrant (incorporated by reference to Exhibit 10.74 of the Registrant's Current Report on Form 8-K filed on May 17,
2005).                                                                                                                                     
|10.21(1)   |  | Supply Agreement, dated as of March 18, 2005, by and between the Registrant and Tellabs Petaluma, Inc. (incorporated by reference to Exhibit 10.70 of the Registrant's Annual Report on Form 10-K filed on March 31,
2005).                                                                                                                                                 
|10.22      |  | Executive Officer Stock Grant ProgramRestricted Stock Grant Agreement dated September 12, 2005 (incorporated by reference to Exhibit 10.75 of the Registrant's Current Report on Form 8-K filed in September 14,
2005).                                                                                                                                                    
|10.23      |  | Form of Director Offer Letter dated September 16, 2004 for Robert Bylin, Thomas Pardun and Kenneth Cole (incorporated by reference to Exhibit 10.71 of the Registrant's Registration Statement on Form S-1 and all amendments thereto (File
No. 333-125060)).                                                                                                               
|10.24      |  | Standard Form Multi-Tenant Lease, dated July 7, 2005, by and between Mission West Properties, L.P. II and the Registrant (incorporated by reference to Exhibit 10.77 of the Registrant's Current Report on Form 8-K filed on
March 30, 2006).                                                                                                                               

72

---



|10.25(2) |  | Form of Director Indemnification Agreement (incorporated by reference to the Exhibit with the same number on the Registrant's Registration Statement on Form S-1 and all amendments thereto (File No. 333-31732)).                                                                                               
|-------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.26(2) |  | Form of Indemnification Agreement for all officers and directors appointed on or after May 14, 2003 (incorporated by reference to Exhibit 10.26 of the Registrant's Annual Report on Form 10-K filed on March 31, 2003).                                                                                         
|10.54    |  | Warrant to Purchase Stock, dated June 16, 2003 (incorporated by reference to Exhibit 10.54 of the Registrant's Quarterly Report on Form 10-Q filed on August 14, 2003).                                                                                                                                          
|10.79    |  | Standard Industrial/Commercial Multi-Tenant Lease, dated October 12, 2006, by and between the Registrant and Cortona Opportunity Ltd., (incorporated by reference to the Exhibit with the same number on the Registrant's Current Report on
Form 8-K filed on December 11, 2006).                                
|10.79.1  |  | Amendment to Standard Industrial/Commercial Multi-Tenant Lease, dated November 20, 2006, by and between the Registrant and Cortona Opportunity Ltd., (incorporated by reference to the Exhibit with the same number on the Registrant's Current
Report on Form 8-K filed on December 11, 2006).                  
|10.80    |  | Asset Purchase Agreement, dated September 27, 2007, by and between the Registrant and Terawave Communications, Inc., a California corporation (incorporated by reference to Exhibit 10.80 of the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2007 filed on November 14, 2007).
|10.81    |  | Form of Change of Control Agreement (incorporated by reference to Exhibit 10.81 of the Registrant's Current Report on Form 8-K filed on January 22, 2008).                                                                                                                                                       
|14.1     |  | Occam Networks, Inc. Code of Business Conduct and Ethics, as amended December 5, 2006 (incorporated by reference to Exhibit 10.25 of the Registrant's Current Report on Form 8-K filed on December 11, 2006).                                                                                                    
|21.1     |  | Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 of the Registrant's Annual Report on Form 10-K filed on March 31, 2005).                                                                                                                                                               
|*23.1    |  | Consent of Singer Lewak Greenbaum & Goldstein LLP, Independent Registered Public Accounting Firm.                                                                                                                                                                                                                
|*24.1    |  | Power of Attorney (included on signature page).                                                                                                                                                                                                                                                                  
|*31.1    |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                              
|*31.2    |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                              
|*32.1    |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                               
|*32.2    |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                               

---

73

---





The
exhibits filed as part of this report are listed in Item 15(a)(3) of this Form 10-K.



The financial statement schedules required by Regulation S-X and Item 8 of this form are listed in Item 15(a)(2) of this
Form 10-K.

74

---





SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

|                      |  | OCCAM NETWORKS, INC.
|--------------------- |  | --------------------
|Dated: March 10, 2008 |  | By:                 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Howard-Anderson and Christopher B. Farrell,
and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to sign any and all amendments (including
post-effective
amendments) to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each of said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-facts
and agents, or his substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof.

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.

|Signature                                             |  | Title                                                                         |  | Date          
|----------------------------------------------------- |  | ----------------------------------------------------------------------------- |  | --------------
|                                                      |  |                                                                               |  |               
|/s/ROBERT L. HOWARD-ANDERSONRobert L. Howard-Anderson |  | President, Chief Executive Officer and Director (Principal Executive Officer) |  | March 10, 2008
|/s/CHRISTOPHER B. FARRELLChristopher B. Farrell       |  | Chief Financial Officer (Principal Financial and Accounting Officer)          |  | March 10, 2008
|/s/STEVEN M. KRAUSZSteven M. Krausz                   |  | Director                                                                      |  | March 10, 2008
|/s/ROBERT E. BYLINRobert E. Bylin                     |  | Director                                                                      |  | March 10, 2008
|/s/ROBERT B. ABBOTTRobert B. Abbott                   |  | Director                                                                      |  | March 10, 2008

75

---



|/s/THOMAS E. PARDUNThomas E. Pardun |  | Director |  | March 10, 2008
|----------------------------------- |  | -------- |  | --------------
|/s/ALBERT J. MOYERAlbert J. Moyer   |  | Director |  | March 10, 2008
|/s/BRIAN STROMBrian Strom           |  | Director |  | March 10, 2008

76

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EXHIBIT INDEX

|Exhibit No. |  | Exhibit Title                                                                                                                                                                                                                                                                                                                                                      
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1         |  | Registrant's Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on November 6, 2006 (incorporated by reference to the Exhibit of the same number in the
Registrant's Current Report on Form 8-K filed on November 7, 2006).                                                                          
|3.2         |  | Registrant's Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Registrant's Quarterly Report on Form 10-Q filed on May 14, 2003).                                                                                                                                                                                                       
|4.1         |  | Specimen common stock certificate of Registrant (incorporated by reference to the Exhibit with the same number on the Registrant's Registration Statement on Form S-1 and all amendments, thereto (File No. 333-31732)).                                                                                                                                           
|10.1(2)     |  | 1997 Stock Option/Stock Issuance Plan (incorporated by reference to the Exhibit with the same number on the Registrant's Registration Statement on Form S-1 and all amendments thereto (File No. 333-31732)).                                                                                                                                                      
|10.2        |  | Amended and Restated 2000 Stock Incentive Plan, as amended June 2005 (incorporated by reference to the Exhibit with the same number to the Registrant's Annual Report on Form 10-K filed on March 30, 2006).                                                                                                                                                       
|*10.4       |  | Amended and Restated 2006 Equity Incentive Plan and forms of agreement thereunder amended as of November 29, 2007.                                                                                                                                                                                                                                                 
|10.5        |  | 2006 Employee Stock Purchase Plan (incorporated by reference to the Exhibit with the same number on the Registrant's Registration Statement on Form S-1 filed on September 18, 2006 (File No. 333-134318)).                                                                                                                                                        
|10.8        |  | Form of Indemnification Agreement for all officers and directors effective August 14, 2006 (incorporated by reference to the Exhibit with the same number on the Registrant's Registration Statement on Form S-1 filed September 18, 2006
(File No. 333-134318)).                                                                                                  
|10.9(2)     |  | Employment Agreement dated February 13, 2002 between the Registrant and Robert L. Howard-Anderson (incorporated by reference to Exhibit 10.46 of the Registrant's Quarterly Report on Form 10-Q filed on August 12, 2002).                                                                                                                                         
|10.10(2)    |  | Occam Networks Inc. 1999 Stock Plan (incorporated by reference to Exhibit 4.1 on the Registrant's Statement on Form S-8 (File No. 333-91070)).                                                                                                                                                                                                                     
|10.11(2)    |  | Occam Networks Inc. 1999 Stock Plan, Form of Stock Option Agreement (incorporated by reference to Exhibit 4.2 on the Registrant's Statement on Form S-8 (File No. 333-91070)).                                                                                                                                                                                     
|10.12(2)    |  | Occam Networks Inc. 1999 Stock Plan, Form of Stock Option AgreementEarly Exercise (incorporated by reference to Exhibit 4.3 on the Registrant's Statement on Form S-8 (File No. 333-91070)).                                                                                                                                                                      
|10.14(1)    |  | Materials and Manufacturing Agreement Board Assembly Agreement dated as of March 15, 1999, by and between the Registrant and the Semiconductor Group of Arrow Electronics, Inc., as amended (incorporated by reference to the Exhibit with the
same number on the Registrant's Registration Statement on Form S-1 and all amendments thereto (File No. 333-31732)).

77

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|10.16      |  | Fourth Amended and Restated Investors' Rights Agreement, dated as of January 7, 2005, among the Registrant and certain holders of its capital stock (incorporated by reference to Exhibit 10.62 of the Registrant's Current Report on
Form 8-K filed on January 13, 2005).                                                                                                  
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.19(1)   |  | Manufacturing License Agreement, dated as of March 18, 2005, by and between the Registrant and Tellabs Petaluma, Inc. (incorporated by reference to Exhibit 10.67 of the Registrant's Annual Report on Form 10-K filed on
March 31, 2005)                                                                                                                                   
|10.19.1    |  | Amendment One to Manufacturing License Agreement dated March 18, 2005 between Tellabs Petaluma, Inc. and the Registrant (incorporated by reference to Exhibit 10.73 of the Registrant's Current Report on Form 8-K filed on
May 17, 2005).                                                                                                                                  
|10.19.2(1) |  | Amendment dated March 31, 2006 to the Manufacturing License Agreement dated March 18, 2005 (as amended on May 6, 2005), with Tellabs Petaluma, Inc. and its Supply Agreement dated March 18, 2005 with Tellabs North America,
 Inc. (incorporated by reference to the Exhibit with the same number on the Registrant's Quarterly Report on Form 10-Q filed on May 10, 2006).
|10.20(1)   |  | Technology License Agreement, dated as of March 18, 2005, by and between the Registrant and Tellabs Petaluma, Inc. (incorporated by reference to Exhibit 10.69 of the Registrant's Annual Report on Form 10-K filed on March 31,
2005).                                                                                                                                     
|10.20.1    |  | Amendment One to Technology License Agreement dated March 18, 2005 between Tellabs Petaluma, Inc. and the Registrant (incorporated by reference to Exhibit 10.74 of the Registrant's Current Report on Form 8-K filed on May 17,
2005).                                                                                                                                     
|10.21(1)   |  | Supply Agreement, dated as of March 18, 2005, by and between the Registrant and Tellabs Petaluma, Inc. (incorporated by reference to Exhibit 10.70 of the Registrant's Annual Report on Form 10-K filed on March 31,
2005).                                                                                                                                                 
|10.22      |  | Executive Officer Stock Grant ProgramRestricted Stock Grant Agreement dated September 12, 2005 (incorporated by reference to Exhibit 10.75 of the Registrant's Current Report on Form 8-K filed in September 14,
2005).                                                                                                                                                    
|10.23      |  | Form of Director Offer Letter dated September 16, 2004 for Robert Bylin, Thomas Pardun and Kenneth Cole (incorporated by reference to Exhibit 10.71 of the Registrant's Registration Statement on Form S-1 and all amendments thereto (File
No. 333-125060)).                                                                                                               
|10.24      |  | Standard Form Multi-Tenant Lease, dated July 7, 2005, by and between Mission West Properties, L.P. II and the Registrant (incorporated by reference to Exhibit 10.77 of the Registrant's Current Report on Form 8-K filed on
March 30, 2006).                                                                                                                               
|10.25(2)   |  | Form of Director Indemnification Agreement (incorporated by reference to the Exhibit with the same number on the Registrant's Registration Statement on Form S-1 and all amendments thereto (File No. 333-31732)).                                                                                                                                                          
|10.26(2)   |  | Form of Indemnification Agreement for all officers and directors appointed on or after May 14, 2003 (incorporated by reference to Exhibit 10.26 of the Registrant's Annual Report on Form 10-K filed on March 31, 2003).                                                                                                                                                    
|10.54      |  | Warrant to Purchase Stock, dated June 16, 2003 (incorporated by reference to Exhibit 10.54 of the Registrant's Quarterly Report on Form 10-Q filed on August 14, 2003).                                                                                                                                                                                                     

78

---



|10.79   |  | Standard Industrial/Commercial Multi-Tenant Lease, dated October 12, 2006, by and between the Registrant and Cortona Opportunity Ltd., (incorporated by reference to the Exhibit with the same number on the Registrant's Current Report on
Form 8-K filed on December 11, 2006).                                
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.79.1 |  | Amendment to Standard Industrial/Commercial Multi-Tenant Lease, dated November 20, 2006, by and between the Registrant and Cortona Opportunity Ltd., (incorporated by reference to the Exhibit with the same number on the Registrant's Current
Report on Form 8-K filed on December 11, 2006).                  
|10.80   |  | Asset Purchase Agreement, dated September 27, 2007, by and between the Registrant and Terawave Communications, Inc., a California corporation (incorporated by reference to Exhibit 10.80 of the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2007 filed on November 14, 2007).
|10.81   |  | Form of Change of Control Agreement (incorporated by reference to Exhibit 10.81 of the Registrant's Current Report on Form 8-K filed on January 22, 2008).                                                                                                                                                       
|14.1    |  | Occam Networks, Inc. Code of Business Conduct and Ethics, as amended December 5, 2006 (incorporated by reference to Exhibit 10.25 of the Registrant's Current Report on Form 8-K filed on December 11, 2006).                                                                                                    
|21.1    |  | Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 of the Registrant's Annual Report on Form 10-K filed on March 31, 2005).                                                                                                                                                               
|*23.1   |  | Consent of Singer Lewak Greenbaum & Goldstein LLP, Independent Registered Public Accounting Firm.                                                                                                                                                                                                                
|*24.1   |  | Power of Attorney (included on signature page).                                                                                                                                                                                                                                                                  
|*31.1   |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                              
|*31.2   |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                              
|*32.1   |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                               
|*32.2   |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                               

---

79

---





INDEX TO FINANCIAL STATEMENTS

|                                                                                                |  | Page
|----------------------------------------------------------------------------------------------- |  | ----
|Report of Singer Lewak Greenbaum & Goldstein LLP, Independent Registered Public Accounting Firm |  | F-2 
|Consolidated Balance Sheets                                                                     |  | F-3 
|Consolidated Statements of Operations                                                           |  | F-4 
|Consolidated Statements of Redeemable Preferred Stock and Stockholders' Equity (Deficit)        |  | F-5 
|Consolidated Statements of Cash Flows                                                           |  | F-7 
|Notes to Consolidated Financial Statements                                                      |  | F-8 

F-1

---





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Stockholders
Occam Networks, Inc. and Subsidiary
Santa Barbara, California

We
have audited the consolidated balance sheets of Occam Networks, Inc. and subsidiary (collectively, the "Company") as of December 31, 2007 and 2006, and the related
consolidated statements of operations, stockholders' equity (deficit) and cash flows for each of the three years in the period ended December 31, 2007. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provided a reasonable basis for our opinion.

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Occam Networks, Inc. and subsidiary as
of December 31, 2007 and 2006, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2007, in conformity with U.S.
generally accepted accounting principles.

As
described in Note 2 of the footnotes to the consolidated financial statements, the Company adopted the provisions of Statement of Financial Accounting Standards Interpretation
No. 48, "Accounting for
Uncertainty in Income Taxesan Interpretation of FASB Statement No. 109" on January 1, 2007.

We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Occam Networks, Inc. and subsidiary's internal control
over financial reporting as of December 31, 2007, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). Our report dated March 10, 2008 expressed an opinion that Occam Networks, Inc. and subsidiary had not maintained effective internal control over financial
reporting as of December 31, 2007, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).

|                                       |  | /s/ SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
|-------------------------------------- |  | ------------------------------------------
|Los Angeles, California
March 10, 2008 |  |                                           

F-2

---





OCCAM NETWORKS, INC. AND SUBSIDIARY        CONSOLIDATED BALANCE SHEETS(In thousands, except share data)

|                                        |                                                   | December 31,
2006                                                                                                                                                  |   | December 31, 2007 |         
|--------------------------------------- | ------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ----------------- | --------
|ASSETS                                  |                                                   |                                                                                                                                                                    |   |                   |         
|                                        | Current assets:                                   |                                                                                                                                                                    |   |                   |         
|                                        |                                                   | Cash and cash equivalents                                                                                                                                          |   | $                 | 59,219  
|                                        |                                                   | Restricted cash                                                                                                                                                    |   |                   | 4,378   
|                                        |                                                   | Accounts receivable, net                                                                                                                                           |   |                   | 10,736  
|                                        |                                                   | Inventories, net                                                                                                                                                   |   |                   | 10,435  
|                                        |                                                   | Prepaid and other current assets                                                                                                                                   |   |                   | 933     
|                                        |                                                   |                                                                                                                                                                    |   |                   |         
|                                        |                                                   | Total current assets                                                                                                                                               |   |                   | 85,701  
|                                        | Property and equipment, net                       |                                                                                                                                                                    |   | 1,766             |         
|                                        | Intangibles, net                                  |                                                                                                                                                                    |   |                  |         
|                                        | Other assets                                      |                                                                                                                                                                    |   | 291               |         
|                                        |                                                   |                                                                                                                                                                    |   |                   |         
|                                        | Total assets                                      |                                                                                                                                                                    | $ | 87,758            |         
|                                        |                                                   |                                                                                                                                                                    |   |                   |         
|LIABILITIES AND STOCKHOLDERS' EQUITY    |                                                   |                                                                                                                                                                    |   |                   |         
|                                        | Current liabilities:                              |                                                                                                                                                                    |   |                   |         
|                                        |                                                   | Accounts payable                                                                                                                                                   |   | $                 | 7,687   
|                                        |                                                   | Accrued expenses                                                                                                                                                   |   |                   | 3,882   
|                                        |                                                   | Deferred sales                                                                                                                                                     |   |                   | 8,029   
|                                        |                                                   | Deferred rent                                                                                                                                                      |   |                   | 7       
|                                        |                                                   | Capital lease obligations                                                                                                                                          |   |                   |        
|                                        |                                                   |                                                                                                                                                                    |   |                   |         
|                                        |                                                   | Total current liabilities                                                                                                                                          |   |                   | 19,605  
|                                        | Deferred rent, net of current portion             |                                                                                                                                                                    |   | 10                |         
|                                        | Capital lease obligations, net of current portion |                                                                                                                                                                    |   |                  |         
|                                        |                                                   |                                                                                                                                                                    |   |                   |         
|                                        |                                                   | Total liabilities                                                                                                                                                  |   |                   | 19,615  
|Commitments and contingencies (note 12) |                                                   |                                                                                                                                                                    |   |                   |         
|Stockholders' equity:                   |                                                   |                                                                                                                                                                    |   |                   |         
|                                        |                                                   | Common stock, $0.001 par value, 250,000,000 shares authorized; 19,713,424 and 19,773,730 shares issued and outstanding at December 31, 2006 and 2007, respectively |   |                   | 288     
|                                        |                                                   | Additional paid-in capital                                                                                                                                         |   |                   | 176,947 
|                                        |                                                   | Warrants                                                                                                                                                           |   |                   | 331     
|                                        |                                                   | Accumulated deficit                                                                                                                                                |   |                   | (109,423
|                                        |                                                   |                                                                                                                                                                    |   |                   |         
|                                        | Total stockholders' equity                        |                                                                                                                                                                    |   | 68,143            |         
|                                        |                                                   |                                                                                                                                                                    |   |                   |         
|                                        | Total liabilities and stockholders' equity        |                                                                                                                                                                    | $ | 87,758            |         
|                                        |                                                   |                                                                                                                                                                    |   |                   |         

The
accompanying notes are an integral part of these consolidated financial statements.

F-3

---



OCCAM NETWORKS, INC. AND SUBSIDIARY        CONSOLIDATED STATEMENTS OF OPERATIONS(In thousands, except per share data)

|                                                        |                                                 | Year ended               |       
|------------------------------------------------------- | ----------------------------------------------- | ------------------------ | ------
|
|
|Sales                                                   |                                                 | $                        | 39,597
|Cost of sales                                           |                                                 |                          | 27,736
|                                                        |                                                 |                          |       
|Gross margin                                            |                                                 |                          | 11,861
|Operating expenses:                                     |                                                 |                          |       
|                                                        | Research and product development                |                          |       
|                                                        | Sales and marketing                             |                          |       
|                                                        | General and administrative                      |                          |       
|                                                        | Purchase of in-process research and development |                          |       
|                                                        |                                                 |                          |       
|                                                        |                                                 | Total operating expenses |       
|                                                        |                                                 |                          |       
|Income (loss) from operations                           |                                                 |                          | (7,348
|Interest income                                         |                                                 |                          | 249   
|Interest expense                                        |                                                 |                          | (508  
|                                                        |                                                 |                          |       
|Income (loss) before provision for income taxes         |                                                 |                          | (7,607
|Provision for income taxes                              |                                                 |                          |      
|                                                        |                                                 |                          |       
|Net income (loss)                                       |                                                 |                          | (7,607
|Beneficial conversion feature                           |                                                 |                          | (1,822
|                                                        |                                                 |                          |       
|Net loss attributable to common stockholders            |                                                 | $                        | (9,429
|                                                        |                                                 |                          |       
|Net loss per share attributable to common stockholders: |                                                 |                          |       
|                                                        | Basic and diluted                               |                          | $     
|                                                        |                                                 |                          |       
|Weighted average shares:                                |                                                 |                          |       
|                                                        | Basic and diluted                               |                          |       
|Stock-based compensation included in:                   |                                                 |                          |       
|                                                        | Cost of sales                                   |                          | $     
|                                                        | Research and product development                |                          |       
|                                                        | Sales and marketing                             |                          |       
|                                                        | General and administrative                      |                          |       
|                                                        |                                                 |                          |       
|Total stock-based compensation                          |                                                 | $                        | 595   
|                                                        |                                                 |                          |       

---

The accompanying notes are an integral part of these consolidated financial statements.

F-4

---





OCCAM NETWORKS, INC. AND SUBSIDIARY        CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)  (In thousands)        Years ended December 25, 2005,
and December 31, 2006 and 2007

|                                                                                                     |  | Series A-2 Preferred Stock |   |   |         |   |   |      |   |        |  |   |     |  |   |      |   |   |     
|---------------------------------------------------------------------------------------------------- |  | -------------------------- | - | - | ------- | - | - | ---- | - | ------ |  | - | --- |  | - | ---- | - | - | ----
|
|
|
|Balance at December 26, 2004 (Restated(1))                                                           |  | 2,224                      |   | $ | 20,993  |   | $ | 503  |   | 6,714  |  | $ | 269 |  | $ | 559  |   | $ | (633
|Issuance of Series A-2, redeemable preferred stock net of issuance costs, and conversion of warrants |  | 1,336                      |   |   | 13,876  |   |   | (515 | ) |       |  |   |    |  |   |     |   |   |    
|Exercise of stock options                                                                            |  |                           |   |   |        |   |   |     |   | 146    |  |   | 6   |  |   |     |   |   |    
|Stock grant to officer, net                                                                          |  |                           |   |   |        |   |   |     |   | 11     |  |   |    |  |   |     |   |   |    
|Amortization of deferred stock-based compensation                                                    |  |                           |   |   |        |   |   |     |   |       |  |   |    |  |   |     |   |   | 605 
|Record beneficial conversion feature                                                                 |  |                           |   |   | (1,737  | ) |   |     |   |       |  |   |    |  |   |     |   |   |    
|Amortization of beneficial conversion feature                                                        |  |                           |   |   | 1,737   |   |   | 85   |   |       |  |   |    |  |   |     |   |   |    
|Net loss                                                                                             |  |                           |   |   |        |   |   |     |   |       |  |   |    |  |   |     |   |   |    
|                                                                                                     |  |                            |   |   |         |   |   |      |   |        |  |   |     |  |   |      |   |   |     
|Balance at December 25, 2005 (Restated(1))                                                           |  | 3,560                      |   | $ | 34,869  |   | $ | 73   |   | 6,871  |  | $ | 275 |  | $ | 559  |   | $ | (28 
|                                                                                                     |  |                            |   |   |         |   |   |      |   |        |  |   |     |  |   |      |   |   |     
|Issuance of Series A-2 redeemable preferred stock, net of issuance costs                             |  | 344                        |   |   | 2,723   |   |   |     |   |       |  |   |    |  |   |     |   |   |    
|Conversion of Series A-2 redeemable preferred stock to common stock, net of issuance costs           |  | (3,904                     | ) |   | (37,592 | ) |   |     |   | 8,871  |  |   | 9   |  |   |     |   |   |    
|Net conversion of preferred stock warrants to common stock                                           |  |                           |   |   |        |   |   | (73  | ) | 27     |  |   |    |  |   |     |   |   |    
|Reclassification of deferred stock-based compensation balance upon adoption of SFAS123(R)            |  |                           |   |   |        |   |   |     |   |       |  |   |    |  |   |     |   |   | 28  
|Exercise of common stock warrants                                                                    |  |                           |   |   |        |   |   |     |   | 35     |  |   |    |  |   | (105 | ) |   |    
|Expiration of common stock warrants                                                                  |  |                           |   |   |        |   |   |     |   |       |  |   |    |  |   | (123 | ) |   |    
|Stock-based compensation                                                                             |  |                           |   |   |        |   |   |     |   |       |  |   |    |  |   |     |   |   |    
|Issuance of common stock, net of issuance costs                                                      |  |                           |   |   |        |   |   |     |   | 3,782  |  |   | 4   |  |   |     |   |   |    
|Exercise of stock options                                                                            |  |                           |   |   |        |   |   |     |   | 127    |  |   |    |  |   |     |   |   |    
|Record beneficial conversion feature                                                                 |  |                           |   |   | (3,437  | ) |   |     |   |       |  |   |    |  |   |     |   |   |    
|Amortization of beneficial conversion feature                                                        |  |                           |   |   | 3,437   |   |   |     |   |       |  |   |    |  |   |     |   |   |    
|Net income                                                                                           |  |                           |   |   |        |   |   |     |   |       |  |   |    |  |   |     |   |   |    
|                                                                                                     |  |                            |   |   |         |   |   |      |   |        |  |   |     |  |   |      |   |   |     
|Balance at December 31, 2006                                                                         |  |                           |   | $ |        |   | $ |     |   | 19,713 |  | $ | 288 |  | $ | 331  |   | $ |    
|                                                                                                     |  |                            |   |   |         |   |   |      |   |        |  |   |     |  |   |      |   |   |     

---

The accompanying notes are an integral part of these consolidated financial statements.

F-5

---





|                                                     |  | Series A-2 Preferred Stock |  |   |   |  |   |   |  |        |  |   |     |  |   |     |  |   |  
|---------------------------------------------------- |  | -------------------------- |  | - | - |  | - | - |  | ------ |  | - | --- |  | - | --- |  | - | -
|
|
|
|Balance at December 31, 2006                         |  |                           |  | $ |  |  | $ |  |  | 19,713 |  | $ | 288 |  | $ | 331 |  | $ | 
|Stock-based compensation                             |  |                           |  |   |  |  |   |  |  |       |  |   |    |  |   |    |  |   | 
|Issuance costs                                       |  |                           |  |   |  |  |   |  |  |       |  |   |    |  |   |    |  |   | 
|Exercise of stock options                            |  |                           |  |   |  |  |   |  |  | 40     |  |   | 1   |  |   |    |  |   | 
|Stocks issued under the employee stock purchase plan |  |                           |  |   |  |  |   |  |  | 21     |  |   |    |  |   |    |  |   | 
|Tax benefit from stock option activity               |  |                           |  |   |  |  |   |  |  |       |  |   |    |  |   |    |  |   | 
|Net loss                                             |  |                           |  |   |  |  |   |  |  |       |  |   |    |  |   |    |  |   | 
|                                                     |  |                            |  |   |   |  |   |   |  |        |  |   |     |  |   |     |  |   |  
|Balance at December 31, 2007                         |  |                           |  | $ |  |  | $ |  |  | 19,774 |  | $ | 289 |  | $ | 331 |  | $ | 
|                                                     |  |                            |  |   |   |  |   |   |  |        |  |   |     |  |   |     |  |   |  

The accompanying notes are an integral part of these consolidated financial statements.

F-6

---





OCCAM NETWORKS, INC. AND SUBSIDIARY        CONSOLIDATED STATEMENTS OF CASH FLOWS        (In thousands)

|                                                                                                   |                                                         | Year ended                        |       
|-------------------------------------------------------------------------------------------------- | ------------------------------------------------------- | --------------------------------- | ------
|
|
|Operating activities                                                                               |                                                         |                                   |       
|Net income (loss)                                                                                  |                                                         | $                                 | (7,607
|Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |                                                         |                                   |       
|                                                                                                   | Acquired in-process research and development            |                                   |       
|                                                                                                   | Depreciation and amortization                           |                                   |       
|                                                                                                   | Rent expense reduction from lease incentive             |                                   |       
|                                                                                                   | Provision for excess and obsolete inventory             |                                   |       
|                                                                                                   | Non-cash charges relating to stock options and warrants |                                   |       
|                                                                                                   | Write-off of note receivable                            |                                   |       
|                                                                                                   | Tax benefit from exercise of stock options              |                                   |       
|                                                                                                   | Changes in operating assets and liabilities:            |                                   |       
|                                                                                                   |                                                         | Accounts receivable               |       
|                                                                                                   |                                                         | Inventories                       |       
|                                                                                                   |                                                         | Prepaid expenses and other assets |       
|                                                                                                   |                                                         | Accounts payable                  |       
|                                                                                                   |                                                         | Accrued expenses                  |       
|                                                                                                   |                                                         | Deferred sales                    |       
|                                                                                                   |                                                         | Deferred rent                     |       
|                                                                                                   |                                                         |                                   |       
|Net cash provided by (used in) operating activities                                                |                                                         |                                   | (7,659
|Investing activities                                                                               |                                                         |                                   |       
|Purchase of technologies and assets, net of cash acquired and liabilities assumed                  |                                                         |                                   |      
|Proceeds from operating lease incentive                                                            |                                                         |                                   |      
|Purchases of property and equipment                                                                |                                                         |                                   | (1,216
|Restricted cash                                                                                    |                                                         |                                   | (1,648
|Intangibles and other assets                                                                       |                                                         |                                   | 5     
|                                                                                                   |                                                         |                                   |       
|Net cash used in investing activities                                                              |                                                         |                                   | (2,859
|Financing activities                                                                               |                                                         |                                   |       
|Proceeds from capital lease financing                                                              |                                                         |                                   |      
|Payments of capital lease obligations                                                              |                                                         |                                   |      
|Payments of notes payable                                                                          |                                                         |                                   | (758  
|Proceeds (payments) from issuance of common stock, net of issuance costs                           |                                                         |                                   |      
|Proceeds from issuance of Series A-2 preferred stock and warrants, net of issuance costs           |                                                         |                                   | 12,826
|Proceeds from employee stock purchase plan                                                         |                                                         |                                   |      
|Proceeds from the exercise of stock options                                                        |                                                         |                                   | 589   
|                                                                                                   |                                                         |                                   |       
|Net cash provided by financing activities                                                          |                                                         |                                   | 12,657
|Net increase (decrease) in cash and cash equivalents                                               |                                                         |                                   | 2,139 
|Cash and cash equivalents, beginning of period                                                     |                                                         |                                   | 4,432 
|                                                                                                   |                                                         |                                   |       
|Cash and cash equivalents, end of period                                                           |                                                         | $                                 | 6,571 
|                                                                                                   |                                                         |                                   |       

---

The accompanying notes are an integral part of these consolidated financial statements.

F-7

---





OCCAM NETWORKS, INC. AND SUBSIDIARY        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        December 31, 2007

Note 1. Organization, Business and Basis of Presentation

Occam Networks, Inc. ("Occam", the "Company", "we" or "us") develops, markets and supports innovative broadband access products designed to enable telecom
service providers to offer bundled voice, video and data, or Triple Play, services over both copper and fiber optic networks. The Company's Broadband Loop Carrier (BLC) is an integrated hardware and
software platform that uses Internet Protocol (IP) and Ethernet technologies to increase the capacity of local access networks, enabling the delivery of advanced Triple Play services.

The
Company is the successor corporation of the May 2002 merger of Occam Networks, Inc., a private California corporation, with Accelerated Networks, Inc., a
publicly-traded Delaware corporation. Occam Networks was incorporated in California in July 1999. Accelerated was incorporated in California in October 1996 under the name "Accelerated
Networks, Inc." and was reincorporated in Delaware in June 2000. The May 2002 merger of these two entities was structured as a reverse merger transaction in which Accelerated Networks succeeded
to the business and assets of Occam Networks. In connection with the merger, Accelerated changed its name to Occam Networks, Inc., a Delaware corporation. Unless the context otherwise requires,
references to "Occam Networks," "Occam" or the "Company" refer to Occam Networks, Inc. as a Delaware corporation and include the predecessor businesses of Occam, the California corporation, and
Accelerated Networks. As required by applicable accounting rules, financial statements, data, and information for periods prior to May 2002 are those of Occam, the California corporation. Occam, the
California corporation, as a predecessor business or corporation, is sometimes referred to as "Occam CA."

On
February 23, 2006, the Company announced a 1-for-40 reverse stock split which was previously authorized at its annual meeting of stockholders held on
June 21, 2005. The record date for the reverse split was March 10, 2006, and Occam began trading on the NASD Electronic Bulletin Board (OTCBB) on a split-adjusted basis on Monday,
March 13, 2006 under the new symbol "OCNW." As a result of the reverse split, the conversion ratio of Series A-2 preferred stock was proportionately adjusted, decreasing the
number of shares of common stock issuable upon conversion of each share of Series A-2 preferred stock from approximately 90.91 shares of common stock to 2.27273 shares of common
stock. The share information in the accompanying financial statements have been retroactively restated to give effect to the reverse stock split.

In
October 2007, the Company purchased certain assets of Terawave Communications, Inc. and assumed certain liabilities for $5.3 million. The transaction was recorded as an
asset purchase. The significant items purchased were in-process research and development, intellectual property and current assets.

Note 2. Summary of Significant Accounting Policies

Fiscal Period End through December 31, 2006Through the end of fiscal 2006, Occam reported its
financial results based with each fiscal year and quarter ending on the last Sunday of the applicable calendar year and quarter. Beginning on January 1, 2007, Occam adopted a fiscal reporting
schedule based on calendar period ends. Accordingly, the actual period end dates for 2005 and 2006 were December 25 and December 31, respectively.

ReclassificationCertain reclassifications have been made to our prior year balances in order to conform to the current year
presentation.

F-8

---



OCCAM NETWORKS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 2007

Use of EstimatesThe preparation of financial statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Actual results
could differ from those estimates and such differences may be material to the consolidated financial statements.

Cash EquivalentsCash equivalents consist of investments with original maturities of three months or less from the date of
purchase. Due to the short-term nature of these investments, the carrying amounts of cash equivalents reported in the consolidated balance sheet approximate their fair value.

Restricted CashAt December 31, 2007, restricted cash consisted of $13.1 million in performance bonds required
for RUS funded contracts.

Financial InstrumentsDue to their short-term nature and a relatively stable interest rate environment the
carrying values of financial instruments, which include accounts receivable, inventories, accounts payable, deferred sales and accrued expenses approximate fair values at December 31, 2007 and
2006. The carrying value of notes payable approximates fair value as they bear interest commensurate with their risk.

Accounts Receivable and Allowance for Doubtful AccountsTrade accounts receivable are recorded at the invoiced amount and do
not bear interest. The allowance for doubtful accounts is based on the best estimate of the amount of probable credit losses in existing accounts receivable. The allowance for doubtful accounts is
determined based on historical write-off experience, current customer information and other relevant data. Occam reviews the allowance for doubtful accounts monthly. Past due balances of
90 days and over are reviewed individually for collectability. Account balances are charged off against the allowance when management believes it is probable the receivable will not be
recovered. As of December 31, 2006 and 2007, the allowance for doubtful accounts were $84,000 and $89,000, respectively.

InventoriesInventories are goods held for sales in the normal course of business. Inventories are stated at the lower of cost
(first-in, first-out) or market. The inventory balance is segregated between raw materials, work in process ("WIP") and finished goods. Raw materials are low level components,
many of which are purchased from vendors, WIP is partially assembled products and finished goods are products that are ready to be shipped to end customers. Consideration is given to inventory shipped
and received near the end of a period and the transaction is recorded when transfer of title occurs. Management regularly evaluates inventory for
obsolescence and adjusts to net realizable value based on inventory that is obsolete or in excess of current demand.

Property and EquipmentProperty and equipment are stated at cost. Expenditures for additions and major improvements are
capitalized; maintenance and repairs are expensed as incurred. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the
assets, generally three to five years for furniture and fixtures, two to three years for computer hardware and two to five years for software. Leasehold improvements are amortized over the shorter of
the lease term or the remaining useful economic life. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting
gain or loss is credited or charged to income.

Long-Lived AssetsThe Company reviews for the impairment of long-lived assets whenever events or
changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use

F-9

---



OCCAM NETWORKS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 2007

of
the asset and its eventual disposition is less than its carrying amount. The Company identified no such impairment losses as of December 31, 2007.

IntangiblesIntangible assets with indefinite useful lives are not amortized, but are tested for impairment annually or when
events or circumstances indicate that impairment may have occurred. Intangible assets with finite useful lives are amortized over their estimated finite lives, and reviewed for impairment in
accordance with Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." The Company identified no such impairment
losses as of December 31, 2007.

WarrantyThe Company provides standard warranties with the sale of products generally for up to 5 years from the date
of shipment. The estimated cost of providing the product warranty is recorded at the time revenue is recognized. The Company maintains product quality programs and processes, including actively
monitoring and evaluating the quality of its suppliers. The Company quantifies and records an estimate for warranty related costs based on the Company's actual history, projected return and failure
rates and current repair costs. A summary of changes in the Company's accrued warranty liability, which is included in accrued expenses is as follows (in thousands):

December 25,
2005

December 31,
2006

December 31,
2007Restated(1)Warranty liability at beginning of the year

$
675

$
1,093

$
1,862Accruals for warranty during the year


893


1,994


3,497Warranty utilization


(475
)

(1,225
)

(1,889
)Warranty liability at end of the year

$
1,093

$
1,862

$
3,470


---

Deferred RentDeferred rent consist primarily of a $1.6 million cash lease
incentive and is being amortized over the live of the lease as an offset to rent expense. Lease incentive is accounted for in accordance with Statement of Financial Standards No. 13,
"Accounting for Leases." and from Question 2 of the Financial Accounting Standards Bulletin No. 88-1, "Issues Related to Accounting for Leases."



Occam recognizes sales revenue when persuasive evidence of sales arrangements exist, delivery has occurred or services have been rendered, the buyer's price is
fixed or determinable and collection is reasonably assured. We allow credit for products returned within our policy terms.

In
addition to the aforementioned general policy, we enter into transactions that represent multiple-element arrangements, which may include training and post-sales technical
support and maintenance to our customers as needed to assist them in installation or use of our products, and make provisions for these costs in the periods of sale. Multiple-element arrangements are
assessed to determine whether they can be separated into more than one unit of accounting. A multiple-element arrangement is separated into more than one unit of accounting if all of the following
criteria are met:



F-10

---



OCCAM NETWORKS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 2007



If
these criteria are not met, then sales are deferred until such criteria are met or until the period(s) over which the last undelivered element is delivered. If there is objective and
reliable evidence of fair value for all units of accounting in an arrangement, the arrangement consideration is allocated to the separate units of accounting based on each unit's relative fair value.

In
certain circumstances, the Company enters into arrangements with customers who receive financing support in the form of long-term low interest rate loans from the United
States
Department of Agriculture's Rural Utilities Service, or RUS. The terms of the RUS contracts provide that in certain instances transfer of title of the Company's products does not occur until customer
acceptance. In these cases, the Company does not recognize revenue until payment has been received, assuming the remaining revenue recognition criteria are met. The Company believes payment, which
contractually occurs after written customer acceptance, provides superior assurance for revenue recognition purposes.

In
certain circumstances, the Company enters into transactions with value-added resellers where the resellers may not have the ability to pay for these sales independent of payment to
them by the end-user. In these cases, the Company does not recognize revenue until final payment has been received, provided the remaining revenue recognition criteria are met.

We
further warrant our products for periods up to five years and record an estimated warranty accrual when sales revenue is recognized.

Net Loss Per ShareBasic and diluted net loss per share was computed by dividing the net loss attributable to common
stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share does not consider potential common
shares because their effect is antidilutive. Potential common shares are composed of preferred stock and incremental shares of common stock issuable upon the exercise of stock options and warrants.

Accounting for Stock-Based CompensationBeginning on January 1, 2006 and November 7, 2006, Occam began
accounting for stock options and the Employee Stock Purchase Plan (ESPP) shares, respectively, under the provisions of SFAS 123(R), which requires recognition of the fair value of equity-based
compensation. The fair value of stock options and ESPP shares was estimated using a Black-Scholes option valuation model. This methodology requires the use of subjective assumptions in implementing
SFAS 123(R), including expected stock price volatility and the estimated life of each award. The fair value of equity-based compensation awards, less estimated forfeitures, is amortized over
the service period of the award, and Occam has elected to use the straight-line method. Occam makes quarterly assessments of the adequacy of the tax credit pool to determine if there are
any deficiencies that require recognition in the consolidated statements of operations. Prior to the implementation of SFAS 123(R), Occam accounted for stock options under the provisions of
APB 25 and made pro forma footnote disclosures as required by SFAS No. 148, "Accounting For Stock-Based CompensationTransition and Disclosurean Amendment of
FASB Statement No. 123," which amended SFAS No. 123, "Accounting For Stock-Based Compensation." Pro forma net loss and pro forma net loss per share disclosed in the footnotes to the
Consolidated Financial Statements were estimated using a Black-Scholes option valuation model.

F-11

---



OCCAM NETWORKS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 2007

Prior
to 2006, Occam followed the disclosure-only provisions of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation"
(SFAS 123), as amended. The following table illustrates the effect on net loss and loss per share for fiscal 2005 if the fair value recognition provisions of SFAS 123, as amended, had
been applied to options granted under Occam's equity-based compensation plans. For purposes of this pro forma disclosure, the estimated value of the options is recognized over the options' vesting
periods. If Occam had recognized the expense of equity-based compensation programs in the Consolidated Statements of Operations, additional paid-in capital would have increased by a
corresponding amount, net of applicable taxes.

December 25,
2005Restated(1)Net loss attributable to common stockholders, as reported

$
(9,429
)Add: Employee compensation expense for share options included in reported net loss, net of provision for income taxes


595Deduct: Pro forma stock-based compensation fair value method


(1,643
)Net loss attributable to common stockholders, pro forma

$
(10,477
)Loss per share attributable to common stockholders:Basic loss per share, as reported

$
(1.40
)Basic loss per share, pro forma

$
(1.55
)


---

The effects of applying SFAS No. 123 in the above pro forma disclosure are not indicative of future amounts, and additional awards in
future years are anticipated. For purposes of pro forma disclosures, the estimated fair value of the options was amortized ratably over the option's vesting period, and the following assumptions were
used:

Year EndedDecember 25, 2005

December 31, 2006

December 31, 2007Restated(1)Risk-free interest rate

4
%
5
%
4-5
%Average expected lives (in years)

4

5

5Dividend yield


%

%

%Expected volatility

80
%
55-74
%
51-60
%


---

Warrants Issued with Notes Payable, Preferred Stock or Lines of CreditIn accordance
with APB 14, "Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants," the Company allocates the proceeds received between the note payable or preferred stock and warrants
based on their relative fair values. The resulting discount recorded on the note payable is accreted to interest expense over the term of the note. The fair value of warrants issued in connection with
lines of credit are recorded as other assets and amortized to interest expense over the term of the line of credit agreement.

F-12

---



OCCAM NETWORKS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 2007

Income TaxesIncome taxes are accounted for using the liability method. Under this method, deferred tax liabilities and assets
are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax assets and liabilities are
measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse.

Research and Product DevelopmentResearch and product development costs are expensed as incurred.

Segment InformationSFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," establishes
standards for the way companies report information about operating segments in annual financial statements and related disclosures about products and services, geographic areas and major customers.
Based on the manner in which management analyzes its business, Occam has determined that its business consists of one operating segment.

Comprehensive Income (Loss)SFAS No. 130, "Reporting Comprehensive Income," establishes standards for the reporting and
display of comprehensive income and its components in a full set of general purpose financial statements. For the years ended December 25, 2005 and December 31, 2006 and 2007, there were
no differences between the Company's net income (loss) and total comprehensive income (loss).

Principles of ConsolidationThe consolidated financial statements include the accounts of Occam Networks, Inc. and its
wholly-owned subsidiary. All inter-company accounts and transactions have been eliminated in consolidation.

Recent Accounting Pronouncements

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, "Noncontrolling Interests in Consolidated Financial Statements, an
amendment of ARB No. 51" ("SFAS 160"). SFAS 160 will change the accounting and reporting for minority interests which will be recharacterized as noncontrolling interests and
classified as a component of equity. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008. SFAS 160 requires retroactive adoption of the presentation and
disclosure requirements for existing minority interests. The Company is currently
assessing the impact that SFAS 160 may have on its financial position, results of operations, and cash flows.

In
December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007), "Business Combinations" ("SFAS 141R"). SFAS 141R changes
accounting for acquisitions that close beginning in 2009. More transactions and events will qualify as business combinations and will be accounted for at fair value under the new standard.
SFAS 141R promotes greater use of fair values in financial reporting. Some of the changes will introduce more volatility into earnings. SFAS 141R is effective for fiscal years beginning
on or after December 15, 2008. The adoption of SFAS 141R will have an impact on accounting for business combinations once adopted, but the effect on the Company will be dependent upon
its level of acquisition activity.

In
December 2007, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 110 ("SAB No. 110"), "Certain Assumptions Used in Valuation Methods." SAB
No. 110 expresses the views of the staff regarding the use of a "simplified" method in developing an estimate of expected term of "plain vanilla" share options in accordance with the Statement
of Financial Accounting No. 123R, "Shared-Based Payment." Companies electing to use this method should apply it consistently

F-13

---



OCCAM NETWORKS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 2007

to
all "plain vanilla" employee share options, and disclose the use of the method in the notes to the financial statements. The Company is currently evaluating the impact of applying SAB
No. 110 on its business and financial condition.

In
May 2007, the FASB issued FSP No. FIN 48-1 "Definition of Settlement in FASB Interpretation No. 48," (FSP FIN 48-1 amends FIN 48 to
provide guidance on how an entity should determine whether a tax provision is effectively settled for the purpose of recognizing previously unrecognized tax benefits. The term "effectively settled"
replaces the term "ultimately settled" when used to describe recognition, and the terms "settlement" or "settled" replace the terms "ultimate settlement" or "ultimately settled" when used to describe
measurement of a tax position under FIN 48. FSP FIN 48-1 clarifies that a tax position can be effectively settled upon the completion of an examination by a taxing authority
without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely
than not to be sustained based solely on the basis of its technical merits and the statue of limitations remains open. The Company does not anticipate that the adoption of FSP
FIN 48-1 will have a material effect on its results of operations or financial position, although the Company is continuing to evaluate the full impact of the adoption of FSP
FIN 48-1.

In
February 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 159, "The Fair Value Option for Financial Assets
and Financial LiabilitiesIncluding an Amendment of FASB Statement No. 115" (SFAS 159). SFAS 159 expands the use of fair value accounting but does not affect existing
standards which require assets or liabilities to be carried at fair value. Under SFAS 159, a company may elect to use fair value to measure accounts and loans receivable,
available-for-sale and
held-to-maturity securities, equity method investments, accounts payable, guarantees and issued debt. Other eligible items include firm commitments for financial instruments
that otherwise would not be recognized at inception and non-cash warranty obligations where a warrantor is permitted to pay a third party to provide warranty goods or services. If the use
of fair value is elected, any upfront cost and fees related to the item must be recognized in earnings and cannot be deferred. The fair value election is irrevocable and generally made on an
instrument-by-instrument basis even if a company has similar instruments that it elects not to measure at fair value. At the adoption date, unrealized gains and losses on
existing items for which the fair value option has been elected are reported as a cumulative adjustment to beginning retained earnings. Subsequent to the adoption of SFAS 159, changes to fair
value are recognized in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007 and is required to be adopted by Occam in the first quarter of 2008. The
Company is currently determining whether fair value accounting is appropriate for any of its eligible items and cannot currently estimate the impact, if any, which SFAS 159 may have on its
consolidated results of operation and financial condition.

In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS No. 157"). SFAS No. 157 defines fair value, establishes a framework and gives
guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007 and interim periods of those fiscal years and is required to be adopted by Occam in the first quarter of 2008. The Company is currently assessing the impact
that SFAS No. 157 may have on its results of operations and financial position.

In
September 2006, the Securities and Exchange Commission issued SAB No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year
Financial

F-14

---



OCCAM NETWORKS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 2007

Statements."
SAB No. 108 provides guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment.
SAB No. 108 establishes an approach that requires quantification of financial statement errors based on the effects of each of the Company's balance sheets and statement of operations and the
related financial statement disclosures. SAB No. 108 permits existing public companies to record the cumulative effect of initially applying this approach in the first year ending after
November 15, 2006 by recording the necessary correcting adjustments to the carrying values of assets and liabilities as of the beginning of that year with the offsetting adjustment recorded to
the opening balance of retained earnings. Additionally, the use of the cumulative effect transition method requires detailed disclosure of the nature and amount of each individual error being
corrected through the cumulative adjustment and how and when it arose. The Company implemented SAB No. 108 effective January 1, 2006 and considered its effect on our financial position,
results of operations or cash flows for 2006. See Note 2, "Restatement of Consolidated Financial Statements," of the Notes to Consolidated Statements for information regarding the restatement.

Note 3. Restatement of Consolidated Financial Statements

In March 2007, the Company's chief financial officer notified its audit committee and independent registered public accounting firm that the finance department
had discovered a letter in which the Company had committed to provide a customer with a free third-party product as well as extended software maintenance and free training. In response, the audit
committee initiated a review of the transaction, with the assistance of outside legal counsel and a forensic accounting and technology services firm. Subsequently, the audit committee obtained
independent legal counsel to review the conduct of persons involved. Upon determining that other similar transactions existed, the audit committee expanded the scope of its investigation to cover
numerous transactions from 2003 through the first quarter of fiscal 2007. Among other matters, during the course of the investigation, the audit committee, assisted by its independent forensic
accountants and legal advisors, reviewed the Company's practices relating to the following:



On
September 9, 2007, the Company's board of directors, based on a recommendation of the audit committee, concluded that the Company should restate its consolidated financial
statements for fiscal years 2004 and 2005, the corresponding interim quarterly periods of fiscal years 2004 and 2005, and the first, second, and third quarters of fiscal 2006. The board of directors
also determined that the Company's previously filed financial statements for these periods should not be relied on. On October 16, 2007, the Company filed its Annual Report on
Form 10-K for the year ended December 31, 2006 with the restated financial statements and issued a press release announcing the final restated financial information and
conclusions of the audit committee investigation. The adjustments resulting from the restatement related solely to revenue recognition matters. The restatement adjustments did not affect the Company's
reported cash, cash equivalents, and short-term investment balances as of the end of any fiscal period.

F-15

---



OCCAM NETWORKS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 2007

The
principal accounting issues resulting in the need to restate the Company's financial statements derived from (i) commitments to certain customers in connection with sales for
features or deliverables that were not available at the time revenue was originally recognized, including commitments to prospectively provide free product, software, training, and installation
services; (ii) sales to value-added resellers where the resellers did not have the ability to pay, the Company for these sales independent of payment to them by the end-user; and
(iii) for certain quarters ending on weekends, our use of a shipping vendor who picked up product for subsequent delivery to another shipping company where the terms and conditions of the
shipments did not appropriately transfer title or risk of loss at the time of shipment.

In
determining that a restatement was required, the Company accounted for hardware sales and related cost of sales in accordance with Staff Accounting Bulletin 104
"Revenue Recognition". The Company accounted for software sales in accordance with AICPA Statement of Position No. 97-2
"Software Revenue Recognition". The Company accounted for sales with multiple deliverables in accordance with Emerging Issues Task Force
00-21 "Accounting for Revenue Arrangements with Multiple Deliverables".

Summary of the Restatement Adjustments

The following table set forth summary restated financial data as originally reported and as restated (in thousands):

Fiscal Year Ended
December 25, 2005As reported

As restatedSales

$
39,238

$
39,597Cost of sales


27,208


27,736Net loss


(7,438
)

(7,607
)Basic and diluted net loss per share attributable to common stockholders

$
(1.37
)
$
(1.40
)Increase in net loss attributable to common stockholders





(169
)Increase in basic and diluted net loss per share attributable to common stockholders




$
(0.03
)


F-16

---





OCCAM NETWORKS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 2007

Restatement Adjustments

The following table presents the impact of the financial statement adjustments on the Company's previously reported consolidated statement of operations for the
year ended December 25, 2005 (in thousands, except per share data).

|                                                        |         | Fiscal Year Ended December 25, 2005 |       
|------------------------------------------------------- | ------- | ----------------------------------- | ------
|
|Sales                                                   |         | $                                   | 39,238
|Cost of sales                                           |         |                                     | 27,208
|Gross margin (loss)                                     |         |                                     | 12,030
|Operating expenses:                                     |         |                                     |       
|Research and product development                        |         |                                     | 7,440 
|Sales and marketing                                     |         |                                     | 8,349 
|General and administrative                              |         |                                     | 3,420 
|Total operating expenses                                |         |                                     | 19,209
|Income (loss) from operations                           |         |                                     | (7,179
|Interest income (expense), net                          |         |                                     | (259  
|Income (loss) before provision for income taxes         |         |                                     | (7,438
|Provision for income taxes                              |         |                                     |      
|Net income (loss)                                       |         |                                     | (7,438
|Beneficial conversion feature                           |         |                                     | (1,822
|Net loss attributable to common stockholders            |         | $                                   | (9,260
|Net loss per share attributable to common stockholders: |         |                                     |       
|                                                        | Basic   |                                     | $     
|                                                        | Diluted |                                     | $     
|Weighted average shares                                 |         |                                     |       
|                                                        | Basic   |                                     |       
|                                                        | Diluted |                                     |       
|Stock-based compensation included in:                   |         |                                     |       
|Cost of sales                                           |         | $                                   |      
|Research and product development                        |         |                                     | 519   
|Sales and marketing                                     |         |                                     | 70    
|General and administrative                              |         |                                     | 6     
|Total stock-based compensation                          |         | $                                   | 595   

F-17

---



OCCAM NETWORKS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 2007

The
following table presents the impact of the financial statement adjustments on the Company's previously reported consolidated balance sheet for the year ended December 25,
2005.

BALANCES AS REPORTED  (in thousands)

|                                                                        |                                                | Fiscal Year Ended December 25, 2005                     |        
|----------------------------------------------------------------------- | ---------------------------------------------- | ------------------------------------------------------- | -------
|
|Assets                                                                  |                                                |                                                         |        
|                                                                        | Current assets:                                |                                                         |        
|                                                                        |                                                | Cash and cash equivalents                               |        
|                                                                        |                                                | Restricted cash                                         |        
|                                                                        |                                                | Accounts receivable, net                                |        
|                                                                        |                                                | Inventories, net                                        |        
|                                                                        |                                                | Prepaid and other current assets                        |        
|                                                                        |                                                |                                                         |        
|Total current assets                                                    |                                                |                                                         | 25,855 
|Property and equipment, net                                             |                                                |                                                         | 1,889  
|Other assets                                                            |                                                |                                                         | 203    
|                                                                        |                                                |                                                         |        
|Total assets                                                            |                                                |                                                         | 27,947 
|Liabilities, redeemable preferred stock and stockholder's deficit       |                                                |                                                         |        
|                                                                        | Current liabilities:                           |                                                         |        
|                                                                        |                                                | Accounts payable                                        |        
|                                                                        |                                                | Accrued expenses                                        |        
|                                                                        |                                                | Deferred sales                                          |        
|                                                                        |                                                | Current portion of long-term debt and lease obligations |        
|                                                                        |                                                |                                                         |        
|Total current liabilities                                               |                                                |                                                         | 11,792 
|Long-term debt and capital lease obligations                            |                                                |                                                         | 1,324  
|                                                                        |                                                |                                                         |        
|Total liabilities                                                       |                                                |                                                         | 13,116 
|Commitments and contingencies                                           |                                                |                                                         |        
|Redeemable preferred stock                                              |                                                |                                                         |        
|                                                                        | Series A-2 convertible preferred stock         |                                                         |        
|                                                                        | Series A-2 convertible preferred stock warrant |                                                         |        
|Stockholders' deficit                                                   |                                                |                                                         |        
|                                                                        | Common stock                                   |                                                         |        
|                                                                        | Additional paid-in capital                     |                                                         |        
|                                                                        | Warrants                                       |                                                         |        
|                                                                        | Deferred stock compensation                    |                                                         |        
|                                                                        | Accumulated deficit                            |                                                         |        
|                                                                        |                                                |                                                         |        
|Total stockholders' deficit                                             |                                                |                                                         | (20,111
|                                                                        |                                                |                                                         |        
|Total liabilities, redeemable preferred stock and stockholders' deficit |                                                | $                                                       | 27,947 

F-18

---



OCCAM NETWORKS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 2007

Note 4. Inventories

Inventories consist of the following (in thousands):

December 31,
2006

December 31,
2007Raw materials

$
4

$
1,078Work-in-process


19


14Finished goods


10,412


12,279Total inventories

$
10,435

$
13,371


Note 5. Property and Equipment

The major components of property and equipment are as follows (in thousands):

December 31,
2006

December 31,
2007Computer hardware and software

$
8,267

$
9,783Furniture and fixtures


226


1,347Equipment under capital leases (Note 7)





73Leasehold improvements


406


5,5538,899


16,756Less accumulated depreciation and amortization


(7,133
)

(7,882
)Property and equipment, net

$
1,766

$
8,874


Note 6. Intangibles

The following table summarizes the components of intangible assets (in thousands):

December 31,
2006

December 31,
2007Intangible assets with definite livesManufacturing rights

$


$
85Customer relationships





55


140Less accumulated amortization





Intangibles assets with definite lives





140Intangible assets with indefinite livesDeveloped technologies





750Intangibles, net

$


$
890


Definite
lived intangible assets are amortized over their estimated finite lives of 12 and 24 months for manufacturing rights and customer relationships, respectively.
Amortization will begin in 2008. Intangible assets with indefinite lives are not subject to amortization.

F-19

---



OCCAM NETWORKS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 2007

Note 7. Accrued Expenses

The major components of accrued expenses are as follows (in thousands):

December 31, 2006

December 31, 2007Payroll, paid time off and related accruals

$
996

$
1,282Warranty accruals


1,862


3,470Royalty accruals


445


368Other accruals


579


1,344Total

$
3,882

$
6,464


Note 8.  Capital Leases

The Company leases certain equipment under capital lease agreements that expire at various times during 2011. The terms of the leases are 48 months.

The
following is a schedule by year of the future minimum lease payments under capital leases together with present value of the net minimum lease payments as of December 31, 2007
(in thousands):

Years Ending December 31,2008

$
222009


222010


212011


82012


Thereafter


Total minimum lease payments

$
73Amount representing interest


(9
)Present value of net minimum lease payments

$
64Present value of net minimum lease payments, current

$
17Present value of net minimum lease payments, non-current

$
47


|
|

Capitalized
Cost

Accumulated
Depreciation

Net Book
Value
December 31,
2007Equipment under capital leases

$
73

$
(17
)
$
56


Note 9.  Capital Stock and Stockholders' Equity



On November 6, 2006, pursuant to an action by written consent signed by holders of greater than 66.67% of the outstanding shares of
Series A-2 preferred stock of Occam, all outstanding shares of Series A-2 preferred stock of the Company were cancelled and converted to shares of common stock of
the Company. The rate of conversion was one share of Series A-2 preferred stock for 2.2727273 shares of common stock.

F-20

---



OCCAM NETWORKS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 2007

During 2005, the Company recorded a beneficial conversion feature ("BCF") charge to net loss attributable to common stockholders of $1,737,000 relating to the
issuance of the Series A-2 preferred stock in March 2005. The BCF was calculated using the fair value of the common stock on the dates of issuance, subtracting the accounting
conversion price and then multiplying the resulting amount by the sum of the number of shares of common stock into which the Series A-2 preferred stock was convertible.



In connection with the issuance of the December 2004 senior loan and security agreement the Company issued warrants to purchase 15,000 shares of
Series A-2 Preferred stock. The warrants had an exercise price of $10 per share and an expiration date of December 17, 2009. The warrants were exercised in 2006.



On November 1, 2006, the Company entered into an underwriting agreement with Thomas Weisel Partners LLC, Jefferies & Company, Inc.,
Canaccord Adams Inc., and Merriman Curhan Ford & Co. (the "Underwriters"), relating to the public offering, issuance and sale of 5,250,000 shares of the Company's common stock at
$14.00 per share (the "Offering"). The initial closing of the Offering took place on November 7, 2006 at which time the Company sold 3,750,000 shares of common stock and selling stockholders
sold 1,500,000 shares of common stock. The Company and the selling stockholders, together with certain members of management, granted the underwriters a 30-day option to purchase up to an
additional 787,500 shares, solely to cover over-allotments, if any, of which the Company would sell up to an additional 32,500 shares. The Underwriters exercised their
over-allotment option and the second closing of the Offering took place on November 14, 2006, at which time the Company sold 32,500 shares of common stock and the selling
stockholders sold 755,000 shares of common stock. Occam received cash of $48.7 million, after commissions paid to underwriters and other issuance costs.



The following represents the number of common shares reserved for future issuance (in thousands):

December 31,
2006

December 31,
2007Common warrants

13

13Stock options

4,792

5,332Employee stock purchase plan

270

5465,075

5,891


F-21

---



OCCAM NETWORKS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 2007



From years 2000 to 2004, the Company issued warrants to purchase shares of common stock in connection with the issuance of certain financing arrangements. All
warrants are immediately exercisable. The following table summarizes the warrants outstanding as of December 31, 2007:

Expiration Date

Exercise
Price Per
Share

Number of
Shares
Underlying
WarrantJune 16, 2010

$
10.00

12,500


Note 10.  Stock Options



In April 1997, Accelerated Networks adopted the 1997 Stock Option/Stock Issuance Plan ("1997 Plan"), which was replaced by the 2000 Stock Incentive Plan ("2000
Plan"). No further grants may be made under the 2000 Plan after the adoption of the 2006 Plan, which is described below. The 2000 Plan provided for the issuance of non-qualified or
incentive stock options to employees, non-employee members of the board and consultants. The exercise price per share was not to be less than 85% of the fair market value per share of the
Company's common stock on the date of grant. Incentive stock options may be granted at no less than 100% of the fair market value of the Company's common stock on the date of grant (110% if granted to
an employee who owns 10% or more of the common stock). The board has the discretion to determine the vesting schedule. Options may be either immediately exercisable or in installments, but generally
vest over a four-year period from the date of grant. In the event the holder ceases to be employed by the Company, all unvested options terminate and all vested options may be exercised
within an installment period following termination. In general, options expire ten years from the date of grant and any unvested shares acquired related to the immediately exercisable options are
subject to repurchase by the Company at the original exercise price. At December 31, 2005 and 2004, no unvested shares of common stock issued and outstanding under the 2000 Plan were subject to
repurchase by the Company.

The
2000 Plan also provided for shares of common stock to be issued directly through either the immediate purchase of shares or as a bonus for services rendered. The purchase price per
share was not to be less than 85% of the fair market value per share of the Company's common stock on the date of grant. The purchase price, if granted to an employee who owned 10% or more of the
common stock, must have been granted at no less than 110% of the fair market value of the Company's common stock on the date of grant. Vesting terms were at the discretion of the Plan Administrators
and determined at the date of issuance. In the event the holder ceased to be employed by the Company, any unvested shares were subject to repurchase by the Company at the original purchase price. No
such shares of common stock were issued under the 2000 Plan.

During
2000, Occam CA adopted the 1999 Plan. The 1999 Plan provides for the grant of incentive or nonqualified stock options to officers, employees, directors, and independent
contractors or agents of Occam CA. The exercise price of options for both the incentive and nonqualified stock options may not be less than the deemed fair value of the shares on the date of grant.
The board was authorized to administer the 1999 Plan and establish the stock option terms, including the grant price and vesting period. Options granted to employees were generally exercisable upon
grant; subject to an ongoing repurchase right of the Company matching the vesting period. The options expired ten years after the

F-22

---



OCCAM NETWORKS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 2007

date
of grant and the Company holds a right of first refusal in connection with any transfer of vested optioned shares. At December 31, 2004, 125 unvested shares of common stock issued and
outstanding under the 1999 Plan were subject to repurchase by the Company at the related exercise prices. As of December 31, 2005, no shares were subject to repurchase. Pursuant to the terms of
the merger agreement, no further stock option grants may be made from the 1999 Plan subsequent to the May 14, 2002 merger date.

Occam's
board of directors adopted the 2006 Equity Incentive Plan, or 2006 Plan, in May 2006, which was approved by the Company's stockholders on August 14, 2006 and amended on
November 29, 2007. Shares reserved under our 2006 Equity Incentive Plan were registered under the Securities Act in November 2006, when the plan became effective. The 2000 Stock Incentive Plan
was in effect until the 2006 Equity Incentive Plan became effective in November 2006. The 2006 Plan provides for the grant of incentive stock options, within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended, to the Company's employees and any parent and subsidiary corporations' employees, and for the grant of nonstatutory stock options, restricted stock,
restricted stock units, stock appreciation rights, performance units and performance shares to its employees, directors and consultants and parent and subsidiary corporations' employees and
consultants.

The
Company has reserved a total of 2,682,594 shares of the Company's common stock for issuance pursuant to the 2006 Plan, which includes the 2007 increase described below. The 2006 Plan
provides for annual increases in the number of shares available for issuance thereunder on the first day of each fiscal year, beginning with fiscal 2007, equal to the lesser of:



The
compensation committee of the Company's board of directors or a committee of the board administers the 2006 Plan and is responsible for administering all of the Company's equity
compensation plans. In the case of options intended to qualify as "performance-based compensation" within the meaning of Section 162(m) of the Internal Revenue Code, the committee must consist
of two or more "outside directors" within the meaning of Section 162(m).

The
administrator has the power to determine the terms of the awards, including the exercise price, the number of shares subject to each award, the exercisability of the awards and the
form of consideration payable upon exercise.

The
administrator determines the exercise price of options granted under the 2006 Plan, but with respect to any nonstatutory stock options intended to qualify as "performance-based
compensation" and all incentive stock options, the exercise price must at least be equal to the fair market value of the Company's common stock on the date of grant. The term of an incentive stock
option may not exceed ten years, except that with respect to any participant who owns 10% of the voting power of all classes of the Company's outstanding stock as of the grant date, the term may not
exceed five years and the exercise price must equal at least 110% of fair market value on the grant date. The administrator determines the term of all other options.

F-23

---



OCCAM NETWORKS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 2007

No
optionee may be granted an option to purchase more than 75,000 shares in any fiscal year, except that, in connection with his or her initial service, an optionee may be granted an
additional option to purchase up to 175,000 shares.

After
termination of the employment of an optionee, he or she may exercise his or her option for the period of time stated in the option agreement, unless otherwise extended by the plan
administrator. Generally, if termination is due to death or disability, the option will remain exercisable for 12 months. In all other cases, the option will generally remain exercisable for
three months. However, no option may be exercised after the expiration of its term.

Stock
appreciation rights may be granted under the 2006 Plan. Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of the Company's common
stock between the exercise date and the date of grant. The administrator determines the terms of stock appreciation rights, including when such rights become exercisable and whether to pay the
increased appreciation in cash or in shares of the Company's common stock, or in some combination thereof. Stock appreciation rights expire under the same rules that apply to stock options.

Restricted
stock may be granted under the 2006 Plan. The administrator determines the number of shares of restricted stock granted to any employee, the vesting schedule of such award,
and other terms and conditions that govern the award. The administrator may impose whatever conditions to vesting it determines to be appropriate. For example, the administrator may condition vesting
on the achievement of specific performance goals. Until the shares of restricted stock vest, they are subject to our right of repurchase or to forfeiture.

Restricted
stock units may be granted under the 2006 Plan. Restricted stock units are awards of bookkeeping units representing an unsecured right to receive stock at a future date or
upon a future event that can be paid out in installments or on a deferred basis. The administrator determines the terms and conditions of restricted stock units including the vesting criteria and the
form and timing of payment.

Performance
units and performance shares may be granted under the 2006 Plan. Performance units and performance shares are awards that result in a payment to a participant only if
performance goals established by the administrator are achieved or the awards otherwise vest. The administrator establishes organizational or individual performance goals in its discretion, which,
depending on the extent to which they are met, determine the number and/or the value of performance units and performance shares to be paid out to the participant. Performance units have an initial
dollar value established by the administrator at the grant date. Performance shares have an initial value equal to the fair market value of our common stock on the grant date. Payment of performance
units and performance shares to the participant may be made in cash or in shares of the Company's common stock with equivalent value, or in some combination, as determined by the administrator.

On
November 29, 2007, the Company's compensation committee recommended and the board of directors approved an amendment to our 2006 Equity Incentive Plan to eliminate the
automatic grant of stock options to new directors at the time of initial election and to continuing directors on an annual basis thereafter. In lieu of the previous program, the board of directors
approved a policy providing for the initial grant to newly elected non-employee directors of shares of restricted stock with an approximate value of $80,000 based on the closing price of
Occam common stock over the fifteen trading days prior to and including the date of approval of the grant. Initial grants would vest in three equal annual installments on each anniversary of the date
of grant. Follow-on grants with an approximate value of $40,000, to be made on annual basis to continuing directors, would be valued on

F-24

---



OCCAM NETWORKS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 2007

the
same basis and would vest in two equal annual installments on each anniversary of the date of grant.

The
2006 Plan provides that in the event of a "change in control," the successor corporation or its parent or subsidiary will assume or substitute an equivalent award for each
outstanding award. If there is no assumption or substitution of 2006 outstanding awards, the administrator will provide notice to the recipient that he or she has the right to exercise the option and
stock appreciation right as to all of the shares subject to the award. All awards will terminate upon the expiration of the period of time the administrator provides in the notice.

The
2006 Plan will automatically terminate in 2016, unless the Company terminates it sooner. In addition, the Company's board of directors has the authority to amend, suspend or
terminate the 2006 Plan, provided such action does not impair the rights of any participant and subject to any requisite stockholder approval.

As
of December 31, 2007 there were 5.3 million shares authorized under the Company's stock option plans of which there were 1.3 million shares available under
current option plan for future grants. Additional information with respect to the outstanding options as of December 31, 2007 is as follows (shares in thousands):

Options Outstanding

Options ExercisableExercise Price

Shares

Weighted
Average
Remaining
Contractual
Life
(in Years)

Weighted
Average
Price

Shares

Weighted
Average
Price$2.00 to $3.24

46

4.09

$
2.48

46

$
2.45$3.44 to $3.44

1,114

9.91

$
3.44



$
$3.60 to $4.00

569

6.15

$
3.81

461

$
3.80$4.20 to $6.00

584

6.19

$
4.34

532

$
4.78$6.20 to $20.75

698

8.23

$
17.33

308

$
16.79$50.00 to $537.00

2

2.62

$
244.81

2

$
244.81$925.00 to $925.00

1

2.60

$
925.00

1

$
925.00$2.00 to $925.00

3,014

7.99

$
7.17

1,350

$
7.57


A summary of the Company's stock option activity is as follows (shares and intrinsic value in thousands):

Shares

Weighted-
Average
Exercise
Price

Weighted-
Average
Remaining
Contractual
Term

Aggregate
Intrinsic
ValueOutstanding at December 31, 2006

2,078

$
9.59Granted

1,138


3.73Exercised

(40
)

5.74Forfeited or expired

(162
)

14.37Outstanding at December 31, 2007

3,014

$
7.17

7.99

$
183,897Exercisable at December 31, 2007

1,350

$
7.57

6.43

$
49,777


F-25

---



OCCAM NETWORKS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 2007

The weighted-average fair value of options granted to employees for the years ended December 25, 2005, December 31, 2006, and December 31,
2007 were $4.46, $10.19 and $2.00 per share, respectively.

A
summary of the Company's restricted stock unit activity as follows (in thousands):

Shares

Weighted-
Average
Remaining
Contractual
Term

Aggregate
Intrinsic
ValueOutstanding at December 31, 2006

Awarded

390Released

Forfeited

Outstanding at December 31, 2007

390

1.95

$
1,390




In connection with the grant of certain options to purchase common stock to employees during the years ended December 30, 2001 and December 29,
2002, Occam CA recorded deferred stock-based compensation of approximately $6.1 million and $1.6 million, respectively, for the aggregate differences between the exercise prices of
options at their dates of grant and the deemed fair value for accounting purposes of the common stock subject to such options. Such amounts were ratably over the vesting period of the related options.
Amortization expense relating to employee stock options for the year ended December 25, 2005 totaled $0.6 million. On December 26, 2005 we reclassified the remaining balance in
deferred stock-based compensation to additional paid-in capital on our balance sheet.



In 2000, Accelerated Networks adopted the 2000 Employee Stock Purchase Plan ("ESPP"). Under the terms of the ESPP, eligible employees may elect to contribute up
to 15% of earnings through payroll deductions. The accumulated deductions are applied to the purchase of common shares on each semi-annual purchase date, as defined. The purchase price per
share is equal to 85% of the fair market value on the participant's entry date into the offering period or, if lower, 85% of the fair market value on the semi-annual purchase date. Under
the terms of the ESPP, 106,500 shares have been reserved for issuance. In April 2001, employee contributions and stock issuances under the ESPP were terminated, but approximately 104,750 common shares
continue to be reserved for any re-instatement of the ESPP.

The
Company's board of directors adopted the 2006 Employee Stock Purchase Plan in May 2006, which was approved by the Company's stockholders on August 14, 2006. Shares reserved
under our 2006 Employee Stock Purchase Plan (ESPP) were registered under the Securities Act in November 2006, at which time the plan became effective.

As
of December 31, 2007, a total of 495,701 shares of the Company's common stock were available for sale under the 2006 Employee Stock Purchase Plan. In addition, the plan
provides for annual

F-26

---



OCCAM NETWORKS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 2007

increases
in the number of shares available for issuance under the plan on the first day of each fiscal year, beginning with fiscal 2007, equal to the lesser of:



The
Company's compensation committee is responsible for administering the 2006 Employee Stock Purchase Plan. The Company's board of directors or its committee has full and exclusive
authority to interpret the terms of the 2006 Employee Stock Purchase Plan.

All
of the Company's employees are eligible to participate if they are customarily employed by us or any participating subsidiary for at least 15 hours per week and more than
5 months in any calendar year. However, an employee may not participate in the plan if such employee at the start of the offering period would own stock possessing 5% or more of the total
combined voting power or value of all classes of the Company's capital stock.

The
2006 Employee Stock Purchase Plan is intended to qualify under Section 423 of the Internal Revenue Code, and provides for consecutive, non-overlapping
6-month offering periods. The offering periods will generally start on the first trading day on or after February 15 and August 15 of each year, except for the first offering
period, which commenced on November 2, 2006 and ended January 1, 2007.

The
2006 Employee Stock Purchase Plan permits participants to purchase common stock through payroll deductions of up to 15% of their eligible compensation, which includes a participant's
straight time gross earnings, commissions, overtime and shift premiums, but excludes payments for incentive compensation, bonuses and other compensation. A participant may purchase a maximum of 1,000
shares of common stock during a 6-month offering period. In addition, no participant may participate at a rate which would enable the participant to purchase stock more than $25,000 in
value, measured at the beginning of the offering period, in any calendar year.

Amounts
deducted and accumulated for each participant are used to purchase shares of the Company's common stock at the end of each 6-month offering period. The purchase price
is 85% of the fair market value of its common stock on the first day of each trading period or the first exercise date at the end of the offering period, whichever is lower. Participants may end their
participation at any time during an offering period, and will be reimbursed their payroll deductions to such date. Participation ends automatically upon termination of employment with the Company.

In
the event of a "change of control," a successor corporation may assume or substitute each outstanding purchase right. If the successor corporation refuses to assume or substitute for
the outstanding purchase rights under the 2006 Employee Stock Purchase Plan, the offering period then in progress will be shortened, and a new end date will be set.

The
board of directors has the authority to amend or terminate the 2006 Employee Stock Purchase Plan, except that, subject to certain exceptions described in the plan, no such action may
adversely affect any outstanding rights to purchase stock under the plan.

F-27

---



OCCAM NETWORKS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 2007

Note 11. Income Taxes

The income tax provision consists of the following (in thousands):

December 25,
2005

December 31,
2006

December 31,
2007Restated(1)CurrentFederal

$


$
29

$
(3
)State





35


59DeferredFederal








State








Total

$


$
64

$
56


---

The net effective income tax rate differed from the federal statutory income tax rate as follows:

Years EndedDecember 25,
2005

December 31,
2006

December 31,
2007Restated(1)Statutory federal income tax benefit

34
%
34
%
34
%State income tax benefit (net of federal benefit)

6
%
5
%
5
%Other


%
36
%
(9
)%Valuation allowance

(40
)%
(70
)%
(30
)%
%
5
%

%


---

F-28

---



OCCAM NETWORKS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 2007

The primary components of temporary differences that gave rise to deferred taxes were as follows (in thousands):

December 25,
2005

December 31,
2006

December 31,
2007Restated(1)Deferred tax assets:Net operating loss carryforwards

$
43,001

$
42,489

$
44,314Tax credit carryforwards


265


281


1,034Depreciation and amortization


698


617


592Deferred sales


735


831


1,019Other


1,820


1,374


2,61546,505


45,591


49,574Valuation Allowance


(46,505
)

(45,591
)

(49,574
)Net deferred tax assets

$


$


$



---

The change in the Company's deferred tax valuation allowance is as follows (in thousands):

Balance at
Beginning of
Period

Addition to
Valuation
Allowance

Balance at
End of
PeriodDeferred tax assets:2005 (Restated(1))

$
43,558

$
2,947

$
46,5052006

$
46,505

$
(914
)
$
45,5912007

$
45,591

$
3,983

$
49,574


---

As of December 31, 2007, the Company had net operating loss carryforwards of approximately $116.9 million and $77.3 million
to offset federal and state future taxable income, respectively. The federal and state net operating loss carryforwards will expire beginning in 2018 and 2007, respectively. The Company has determined
that as of December 31, 2007, $20.4 million and $7.3 million of these respective federal and state loss carryforwards are subject to annual limitations pursuant to Internal
Revenue Code Section 382 and similar state provisions.

The
net deferred tax assets have been offset with a full valuation allowance. SFAS 109 "Accounting for Income Taxes" requires that a valuation allowance be established to reduce a
deferred tax asset to the extent that it is not more likely than not that the deferred tax asset will be realized. Based on management's assessment of all available evidence, both positive and
negative, the Company has concluded that it is more likely than not that the net deferred tax assets will not be realized. Approximately $0.7 million of these deferred tax assets pertain to
certain net operating loss carryforwards resulting from the exercise of employee stock options. When recognized, the tax benefit of these loss carryforwards are accounted for as a credit to additional
paid-in capital rather than a reduction of the income tax provision.

In
addition, the Company has federal research tax credits of $0.4 million which may be carried forward to 2027 and state research tax credits of $0.9 million which may be
carried forward indefinitely.

F-29

---



OCCAM NETWORKS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 2007

As
of December 31, 2007, these tax credits are subject to annual limitations pursuant to state provisions similar to Internal Revenue Code Section 383.

Due
to uncertainties surrounding the realization of deferred tax assets through future taxable income, the Company has provided a full valuation allowance, and, therefore, no benefits
has been recognized for the net operating loss and other deferred tax assets.

The
Tax Uniform Act of 1986 limits the use of net operating loss and tax credit carryforwards in the case of an "ownership change" of a corporation. Any ownership changes, as defined may
restrict utilization of carryforwards.

Accounting for Uncertainty in Income Taxes Disclosure

On January 1, 2007, the Company adopted the provisions of Financial Accounting Standards Interpretation FIN No. 48, "Accounting for Uncertainty in
Income Taxesan interpretation of FASB Statement No. 109" ("FIN No. 48"). Prior to adoption, the Company's policy was to establish reserves that reflected the probable
outcome of known tax contingencies. The effects of final resolutions, if any, were recognized as charges to the effective income tax rate in the period of resolution. FIN No. 48 requires
application of a more likely than not threshold to the recognition and derecognition of uncertain tax positions. FIN No. 48 requires to recognize the amount of tax benefit that has a greater
than 50 percent likelihood of being ultimately realized upon settlement. It further requires that a change in judgement related to the expected ultimate resolution of uncertain tax positions be
recognized in earnings in the quarter of such change.

As
a result of adoption, the Company recognized no charge in the liability for unrecognized tax benefits related to tax positions taken in prior periods, and no corresponding change in
accumulated deficit. In addition, the Company had gross unrecognized tax liabilities of $5.4 million, which would impact the effective tax rate if recognized. Furthermore, the Company's policy
to include interest and penalties related to unrecognized tax benefits within the Company's 'provision for (benefit from) income taxes' did not change. As of January 1, 2007, the Company had no
amount accrued for payment of interest and penalties related to unrecognized tax benefits.

The
following is a rollforward of total gross unrecognized tax benefit liabilities for 2007 (in thousands):

December 31,
2007Balance as of January 1, 2007

$
5,432Tax positions related to current year:Additions


397Reductions


Balance as of December 31, 2007

$
5,829


All
additions or reductions to the above liability affects the Company's effective income tax rate in the respective period of change. The Company accounts for any applicable interest
and penalties on uncertain tax positions as a component of income tax expense. The liability for uncertain income taxes as of the date of adoption (January 1, 2007) and December 31,
2007, does not include any interest or penalty.

F-30

---



OCCAM NETWORKS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 2007

The Company's only major tax jurisdictions are the United States and various state jurisdictions. The tax years 1996 through 2007 remain open and subject to
examination by the appropriate governmental agencies in the U.S. due to tax carryforward attributes.

SFAS 123(R) Tax Disclosure

On November 10, 2005, the Financial Accounting Standards Board issued FASB Staff Position No. SFAS No. 123(R)-3, "Transition Election
Related to Accounting for Tax Effects of Share-Based
Payment Awards." The Company has elected to adopt the alternative transition method provided in this FASB Staff Position for calculating the tax effects of share-based compensation pursuant to SFAS
No. 123(R). The alternative transition method includes a simplified method to establish the beginning balance of the additional paid-in capital pool (APIC pool) related to the tax
effects of employee share-based compensation, which is available to absorb tax deficiencies recognized subsequent to the adoption of SFAS No. 123(R). There was no tax benefit realized upon
exercise of stock options during the year ended December 31, 2007.

Note 12. Concentration of Credit Risk and Suppliers, Significant Customers and Segment Reporting

Financial instruments subjecting the Company to concentrations of credit risk consist primarily of cash and cash equivalents of $37.6 million and trade
accounts receivable of $14.9 million. The Company maintains its cash and cash equivalents with a major financial institution; at times, such balances exceed FDIC insurance limits.

The
Company's accounts receivable are derived from revenue earned from customers located primarily in the United States. The Company extends differing levels of credit to customers and
generally does not require collateral.

The
Company currently relies on a limited number of suppliers to manufacture its products, and does not have a long-term contract with any of these suppliers. The Company
also does not have internal manufacturing capabilities. Management believes that other suppliers could provide similar products on comparable terms.

Net
revenue and accounts receivable from significant customers were as follows (in thousands, except percentages):

December 25, 2005 (Restated(1))Net Revenue

% of Net
Revenue

Accounts
Receivable

% of Accounts
ReceivableCustomer A

$
4,292

11
%
$
85

1
%


|
|

December 31, 2006Net Revenue

% of Net
Revenue

Accounts
Receivable

% of Accounts
ReceivableCustomer A

$
5,018

7
%
$
1,899

18
%


F-31

---



OCCAM NETWORKS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 2007

|
|

December 31, 2007Net Revenue

% of Net
Revenue

Accounts
Receivable

% of Accounts
ReceivableCustomer A

$
7,830

10
%
$
3,246

22
%Customer B

$
7,143

10
%
$
27


%


---

Note 13.  Commitments and Contingencies

The Company leases its office facilities and certain equipment under non-cancelable operating lease agreements, which expire at various dates through
2014. Certain operating leases contain escalation clauses with annual base rent adjustments or a cost of living adjustment. Total rent expense for the years ended December 25, 2005,
December 31, 2006, and December 31, 2007, was $0.8 million, $0.8 million, and $1.3 million, respectively. Approximate minimum annual lease commitments under
non-cancelable operating leases are as follows (in thousands):

Years Ending December 31,2008

$
1,1652009


9052010


9282011


9522012


976Thereafter


1,120Total Minimum Lease Payments

$
6,046




As of December 31, 2007, the Company had open purchase orders with its current contract manufacturers of $8.4 million.



From time to time, the Company may license certain technology for incorporation into its products. Under the terms of these agreements, royalty payments will be
made based on per-unit sales of certain of the Company's products. The Company incurred $0, $164,000, and $138,000 of royalty expenses for the years ended December 25, 2005,
December 31, 2006, and December 31, 2007, respectively.



On April 26, 2007 and May 16, 2007, two putative class action complaints were filed in the United States District Court for the Central District of
California against Occam and certain of its officers. The complaints allege that the defendants violated sections 10(b) and 20(a) of the Exchange Act and SEC Rule 10b-5 by
making false and misleading statements and omissions relating to our financial statements and internal controls with respect revenue recognition. The complaints seek, on behalf of

F-32

---



OCCAM NETWORKS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 2007

persons
who purchased our common stock during the period from May 2, 2006 and April 17, 2007, damages of an unspecified amount.

On
July 30, 2007, Judge Christina A. Snyder consolidated these actions into a single action, appointed NECA-IBEW Pension Fund (The Decatur Plan) as lead plaintiff, and
approved its selection of lead counsel. On November 16, 2007, the lead plaintiff filed a consolidated complaint. This consolidated complaint adds as defendants certain of Occam's current and
former directors and officers, its current and former outside auditors, the lead underwriter of its secondary public offering in November 2006, and two venture capital firms who were early investors
in Occam. The consolidated complaint alleges that defendants violated sections 10(b), 20(a) and 20A of the Exchange Act and SEC Rule 10b-5 promulgated thereunder, as well as
sections 11 and 15 of the Securities Act by making false and misleading statements and omissions relating to our financial statements and internal controls with respect to revenue recognition
that required restatement. The consolidated complaint seeks, on behalf of persons who purchased Occam's common stock during the period from April 29, 2004 to October 15, 2007, damages of
an unspecified amount.

On
January 25, 2008, defendants filed motions to dismiss the consolidated complaint. Lead plaintiff's opposition to these motions is due March 25, 2008. Defendants' reply
briefs in support of their motions are due April 24, 2008. A hearing on the motions to dismiss the consolidated complaint is currently set for May 19, 2008.

Occam
believes that it has meritorious defenses in this action, and intends to defend itself vigorously. Failure by Occam to obtain a favorable resolution of the claims set forth in the
consolidated complaint
could have a material adverse effect on its business, results of operations and financial condition. Currently, the amount of such material adverse effect cannot be reasonably estimated.



In June 2001, three putative stockholder class action lawsuits were filed against Accelerated Networks, certain of its then officers and directors and several
investment banks that were underwriters of Accelerated Networks' initial public offering. The cases, which have since been consolidated, were filed in the United States District Court for the Southern
District of New York. The Court appointed a lead plaintiff on April 16, 2002, and plaintiffs filed a Consolidated Amended Class Action Complaint (the "Complaint") on April 19, 2002. The
Complaint was filed on behalf of investors who purchased Accelerated Networks' stock between June 22, 2000 and December 6, 2000 and alleged violations of Sections 11 and 15 of the
1933 Act and Sections 10(b) and 20(a) and Rule 10b-5 of the 1934 Act against one or both of Accelerated Networks and the individual defendants. The claims were based on
allegations that the underwriter defendants agreed to allocate stock in Accelerated Networks' initial public offering to certain investors in exchange for excessive and undisclosed commissions and
agreements by those investors to make additional purchases in the aftermarket at pre-determined prices. Plaintiffs alleged that the prospectus for Accelerated Networks' initial public
offering was false and misleading in violation of the securities laws because it did not disclose these arrangements. These lawsuits are part of the massive "IPO allocation" litigation involving the
conduct of underwriters in allocating shares of successful initial public offerings. The Company believe that over three hundred other companies have been named in more than one thousand similar
lawsuits that have been filed by some of the same plaintiffs' law firms. In October 2002, the plaintiffs voluntarily dismissed the individual defendants without prejudice. On February 1, 2003 a
motion to dismiss filed by the issuer defendants was heard and the court dismissed the 10(b), 20(a) and rule 10b-5 claims against Occam.

F-33

---



OCCAM NETWORKS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 2007

On
October 13, 2004, the Court certified a class in six of the approximately 300 other nearly identical actions (the "focus" cases) and noted that the decision was intended to provide guidance
to all parties regarding class certification in the remaining cases. The Underwriter Defendants appealed the decision and the Second Circuit Court of Appeals vacated the district court's decision
granting class certification in those six cases on December 5, 2006. Plaintiffs filed a motion for rehearing. On April 6, 2007, the Second Circuit denied the petition, but noted that
Plaintiffs could ask the District Court to certify a more narrow class than the one that was rejected. On October 3, 2007 Plaintiff has filed a motion to certify a new class and a second
amended complaint based on the Second Circuit Appeals Court decision. An opposition brief was filed by both Underwriter Defendants and the Issuer Defendants on December 21, 2007 and a reply
brief was filed on January 28, 2008. The Court has not ruled on the motion.

Prior
to the Second Circuit's December 5, 2006 ruling, Occam agreed, together with over three hundred other companies similarly situated, to settle with the Plaintiffs. A
settlement agreement and related agreements were submitted to the Court for approval. The settlement would have provided, among other things, a release of the Company and of the individual defendants
for the conduct alleged to be
wrongful in the Complaint in exchange for a guarantee from the Company's insurers regarding recovery from the underwriter defendants and other consideration from the Company regarding its
underwriters. In light of the Second Circuit opinion, liaison counsel for the issuers informed the District Court that the settlement cannot be approved because the defined settlement class, like the
litigation class, cannot be certified. The Company cannot predict whether we will be able to renegotiate a settlement that complies with the Second Circuit's mandate.

Due
to the inherent uncertainties of litigation, the Company cannot accurately predict the ultimate outcome of the matter. The Company has not recorded any accrual related to this
proposed settlement because it expects any settlement amounts to be covered by its insurance policies.



In late 2007, Occam received a letter from Vanessa Simmonds, a putative shareholder of the Company, demanding that Occam investigate and prosecute a claim for
alleged short-swing trading in violation of Section 16(b) of the Securities Exchange Act of 1934, 15 U.S.C. § 78p(b), by the underwriter of its initial public offering
("IPO") and certain unidentified directors, officers and shareholders of Occam (then known as Accelerated Networks). Occam evaluated the demand and declined to prosecute the claim. On
October 12, 2007, the putative shareholder commenced a civil lawsuit in the U.S. District Court for the Western District of Washington against Credit Suisse Group, the lead underwriter of
Occam's IPO, alleging violations of Section 16(b). The complaint alleges that the combined number of shares of Occam's common stock beneficially owned by the lead underwriter and certain
unnamed officers, directors, and principal shareholders exceeded ten percent of its outstanding common stock from the date of Occam's IPO on June 23, 2000, through at least June 22,
2001. It further alleges that those entities and individuals were thus subject to the reporting requirements of Section 16(a) and the short-swing trading prohibition of Section 16(b),
and failed to comply with those provisions. The complaint seeks to recover from the lead underwriter any "short-swing profits" obtained by it in violation of Section 16(b). Occam was named as a
nominal defendant in the action, but has no liability for the asserted claims. No directors or officers of Occam are named as defendants in this action.

F-34

---



OCCAM NETWORKS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 2007

On
October 29, 2007, the case was reassigned to Judge James L. Robart along with fifty-four other Section 16(b) cases seeking recovery of short-swing profits
from underwriters in connection with various IPOs. Occam has waived service and will vigorously defend the litigation.

Due
to the inherent uncertainties of threatened litigation, the Company cannot accurately predict the ultimate outcome of the matter, but the Company believes that the outcome of this
litigation will not have a material adverse impact on its consolidated financial position and results of operations. The Company has not recorded any accruals related to the demand letters or
Section 16(b) litigation because it expects any resulting resolution to be covered by its insurance policies.



From time to time, the Company is subject to threats of litigation or actual litigation in the ordinary course of business, some of which may be material. The
Company believes that there are no currently pending matters that, if determined adversely to the Company, would have a material effect on its business or that would not be covered by its existing
liability insurance.

Note 14.  401(k) Plan

The Company has a defined contribution plan under which employees who are at least 18 years old and have completed 500 hours of service may defer
compensation pursuant to Section 401(k) of the Internal Revenue Code.

Participants
in the plan may contribute between 1% and 50% of their pay, subject to the limitations placed by the IRS. The Company, at its discretion, may match a portion of the amounts
contributed by the employee. To date, the Company has made no matching contributions to the 401(k) plan.

Note 15.  Net Loss Per Share Attributable to Common Stockholders

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share data):

|             |                                                                        | December 25,
2005 |   | December 31,
2006 |   | December 31,
2007 |       
|------------ | ---------------------------------------------------------------------- | ----------------- | - | ----------------- | - | ----------------- | ------
|
|Numerator:   |                                                                        |                   |   |                   |   |                   |       
|             | Net loss attributable to common stockholders                           |                   | $ | (9,429            | ) | $                 | (2,202
|             |                                                                        |                   |   |                   |   |                   |       
|Denominator: |                                                                        |                   |   |                   |   |                   |       
|             | Weighted-average common shares outstanding                             |                   |   | 6,759             |   |                   | 9,020 
|             | Adjustment for common shares issued subject to repurchase              |                   |   |                  |   |                   |      
|             |                                                                        |                   |   |                   |   |                   |       
|             | Denominator for basic and diluted calculations                         |                   |   | 6,759             |   |                   | 9,020 
|             |                                                                        |                   |   |                   |   |                   |       
|             | Basic and diluted net loss per share applicable to common stockholders |                   | $ | (1.40             | ) | $                 | (0.24 
|             |                                                                        |                   |   |                   |   |                   |       

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F-35

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OCCAM NETWORKS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 2007

Note 16.  Supplemental Disclosures of Cash Flow Information (In Thousands)

|                                   |  | December 25,
2005 |     | December 31,
2006 |   | December 31,
2007
|---------------------------------- |  | ----------------- | --- | ----------------- | - | -----------------
|
|Cash paid during year for interest |  | $                 | 400 |                   | $ | 66               
|Interest on notes payable          |  |                   | 353 |                   |   | 43               

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F-36

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