Carrier Access Access Navigator Carrier Access Software License Agreement, Title and Risk

Preface

Carrier Access Software License Agreement

PLEASE CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS LICENSE (THE "LICENSE") BEFORE OPENING THE SOFTWARE PACKAGE; OPENING THIS PACKAGE INDICATES THAT YOU HAVE ACCEPTED THESE TERMS AND CONDITIONS AND AGREE TO BE BOUND BY THEM.

CARRIER ACCESS CORPORATION provides this Software and licenses its use to you, the LICENSEE, pursuant to the following terms. "LICENSEE" means the entity that has accepted the terms and conditions of this License by opening this package, references to "LICENSOR" mean "CARRIER ACCESS CORPORATION" and references to the "Software" mean all of the contents of the files, disks, CD-ROMs or other media with which this License is provided. LICENSEE assumes responsibility for the selection of the Software to achieve LICENSEE's intended results. Further, LICENSEE is responsible for the installation, use, and results obtained from the Software.

License

LICENSEE desires to license from LICENSOR and LICENSOR desires to license to LICENSEE the Software that is an integral element of the communication and equipment package marketed by

LICENSOR.

LICENSEE has the limited non-exclusive right to use the accessed Software only on the number of units agreed to in the purchase order under which the Software was purchased. LICENSEE may not transfer the Software from one unit to another even though the Software is used on only one unit at a time. LICENSEE may not provide copies of the Software to any third party. LICENSEE may make one copy of the Software solely for backup purposes. LICENSEE may not modify the Software.

LICENSEE agrees that it will not attempt to alter, disassemble, decrypt or reverse engineer the Software. LICENSEE will not make, or have made, or permit to be made, any copies of the Software or portions thereof, except as necessary for its use with the number of units previously agreed upon in the purchase order under which the Software was purchased. LICENSEE agrees that any such copies of the Software shall contain the same proprietary notices that appear on or in the Software.

Title and Risk

Title to the Software, including the ownership of all copyrights, mask work rights, patents, trademarks, trade secrets, and all other intellectual property rights subsisting in the Software, documentation, enhancements, adaptations, and to any modifications thereto shall at all times remain with LICENSOR.

LICENSEE shall make no claim of any ownership, interest in the intellectual property rights, including without limitation copyright and patents, in the Software, enhancements, and any adaptations, developments, or modifications thereof.

LICENSEE acknowledges that the laws and regulations of the United States restrict the export and re-export of commodities and technical data of United States origin, including the Software.

1vi August 2003 Access Navigator - Release 1.8