PROCERA NETWORKS INC
EXHIBIT 10.3
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>doc4.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
                                                                    Exhibit 10.3
                                    EXHIBIT D
                                    ---------

                             PROCERA NETWORKS, INC.

                                WARRANT AGREEMENT

                        RESTRICTED COMMON STOCK AT $1.25
                                    PER SHARE

     THE  SECURITIES  REPRESENTED  HEREBY  HAVE  BEEN  ACQUIRED  BY INVESTOR FOR
INVESTMENT  AND  NOT  WITH  A  VIEW  TO,  OR  IN  CONNECTION  WITH,  THE SALE OR
DISTRIBUTION  THEREOF.  NO  SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN
EFFECTIVE  REGISTRATION  STATEMENT  FOR  THE SECURITIES OR AN OPINION OF COUNSEL
SATISFACTORY  IN FORM AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED  UNDER  THE  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT").

     THE  SECURITIES  REPRESENTED  HEREBY  HAVE  NOT  BEEN  REGISTERED UNDER THE
SECURITIES  ACT  OR  THE  SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND
SOLD  IN  RELIANCE  ON  EXEMPTIONS  FROM  THE  REGISTRATION  REQUIREMENTS OF THE
SECURITIES  ACT AND SUCH STATE LAWS.  THE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON  TRANSFERABILITY  AND  RESALE  AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED  UNDER THE SECURITIES ACT AND SUCH STATE LAWS PURSUANT TO REGISTRATION
OR AN EXEMPTION THEREFROM.  THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY  THE  SECURITIES  AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR
OTHER  REGULATORY  AUTHORITY,  NOR  HAVE ANY OF THE FOREGOING AUTHORITIES PASSED
UPON  OR  ENDORSED  THE  MERITS  OF  THIS  OFFERING.  ANY  REPRESENTATION TO THE
CONTRARY  IS  UNLAWFUL.

     THE  COMPANY  IS  RELYING  ON  CERTAIN FEDERAL AND STATE LAWS, POLICIES AND
JUDICIAL  PRECEDENTS  WHICH  EXEMPT  THIS  OFFERING  FROM  THE  NECESSITY  OF
REGISTRATION.  AS  A  CONSEQUENCE,  SUCH  SECURITIES WILL BE REQUIRED TO BE HELD
INDEFINITELY UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OR
AN  EXEMPTION  FROM  REGISTRATION  IS  AVAILABLE.


                                      D-1
<PAGE>
     This  Warrant Agreement (the "AGREEMENT") is entered into this ______day of
December,  2004,  by  and  between  Procera  Networks,  Inc. (the "COMPANY") and
______________________________  (the  "HOLDER").  For  good  and  valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties  agree  as  follows:

     1.   ISSUANCE  OF  WARRANTS.  The  Company,  subject  to  the  terms  and
conditions  hereinafter  set  forth,  hereby  issues  Warrants  ("WARRANTS")  to
purchase  ______________________________________(_________)  shares  of  Company
Common  Stock  (the "SHARES") pursuant to the Subscription Agreement executed by
the  parties  on  ______________, 2004.  The Purchase Price upon exercise of the
Warrants shall be One-Dollar Twenty-Five Cents ($1.25) per Share of Common Stock
purchased  subject  to  adjustment  in  accordance  with  Paragraph  5  of  this
Agreement.

     2.   TERM.  The  Warrants  may  be exercised at any time after the date set
forth  above  and  for a period of thirty-six (36) months from the date that the
shares  supporting  this  Agrement  are  declared  effectively registered by the
Securities  and  Exchange  Commission

     3.   EXERCISE.

          (a)  The  Holder  shall  exercise  the  Warrants granted hereunder, in
whole  or in part, by delivering to the Company at the office of the Company, or
at  such  other address as the Company may designate by notice in writing to the
holder  hereof:  (1)  the  Notice  of Exercise attached hereto as Schedule 1 and
                                                                  ----------
incorporated herein by reference;  and (2) a certified check or wire transfer in
lawful money of the United States in the amount of the Purchase Price multiplied
by  the  number  of  Shares  to  be  received.

          (b)  Upon  delivery  of  the  items set forth in (a) above, the Holder
shall  be  entitled  to  receive  a certificate or certificates representing the
Shares  issued  upon  exercise  of  the  Warrants.  Such Shares shall be validly
issued,  fully  paid  and  non-assessable.

          (c)  Warrants shall be deemed to have been exercised immediately prior
to  the  close  of business on the day of such delivery, and the Holder shall be
deemed  the  holder  of record of the Shares issuable upon such exercise at such
time.  The  Warrants  may be exercised in whole or in part and from time to time
as  the  Holder  may  determine.

          (d)  Upon  any  partial  exercise, at the request of the Company, this
Agreement  shall be surrendered and a new Warrant Agreement evidencing the right
to  purchase  the  number  of  Shares  not purchased upon such exercise shall be
issued  to  the  Holder.

          (e)  Any  portion  of  this  Warrant  that  is  converted  shall  be
immediately  canceled.  This  Warrant  or  any portion hereof shall be deemed to
have  been  converted  immediately prior to the close of business on the date of
its  surrender  for  conversion  as  provided  above, and the person entitled to
receive  the  shares of stock issuable upon such conversion shall be treated for
all  purposes  as Holder of such shares of record as of the close of business on
such  date.  As promptly as practicable after such date, the Company shall issue
and  deliver to the person or persons entitled to receive the same a certificate
or certificates for the number of full shares issuable upon such conversion.  If
the  Warrant  shall be converted for less than the total number of shares of the
Warrant  then  issuable upon conversion, promptly after surrender of the Warrant
upon  such conversion, the Company will execute and deliver a new Warrant, dated
the date hereof, evidencing the right of the Holder to the balance of the shares
purchasable  hereunder  upon  the  same  terms  and conditions set forth herein.


                                      D-2
<PAGE>
     4.   REPRESENTATIONS AND WARRANTIES OF THE HOLDER.  In consideration of the
Company's  acceptance  of  the Subscription and issuance of this Warrant, Holder
makes  the  following  representations  and  warranties  to  the Company, to its
principals,  and to participating broker-dealers, if any, jointly and severally,
which  warranties  and  representations  shall  survive  the  exercise, whole or
partial,  of  this  Warrant:

          (a)  Holder  has  had the opportunity to ask questions and receive any
additional  information  from  persons acting on behalf of the Company to verify
Holder's  understanding  of  the terms thereof and of the Company's business and
status thereof, and that no oral information furnished to the undersigned or its
advisors  in  connection with this Warrant has been in any way inconsistent with
other  documentary  information  provided.

          (b)  Holder  acknowledges  that  Holder  has  not seen, received, been
presented  with,  or  been solicited by any leaflet, public promotional meeting,
newspaper  or  magazine  article  or  advertisement,  radio  or  television
advertisement,  or  any  other  form of advertising or general solicitation with
respect  to  the  Shares.

          (c)  When  purchased,  the  Shares  will be purchased for Holder's own
account  for long-term investment and not with a view to immediately re-sell the
Shares.  No  other  person or entity will have any direct or indirect beneficial
interest  in,  or  right  to,  the  Shares.  Holder  or its agents or investment
advisors  have  such  knowledge and experience in financial and business matters
that  will  enable  me  to  utilize  the information made available to Holder in
connection  with  the  purchase  of  the Shares to evaluate the merits and risks
thereof  and  to  make  an  informed  investment  decision.

          (d)  Holder  acknowledges  that  the  Shares  have not been registered
under  the  Securities  Act  of  1933,  as  amended  (the  "Securities Act"), or
qualified  under the California Securities Law, or any other applicable blue sky
laws,  in  reliance,  in part, on its representations, warranties and agreements
made  herein.

          (e)  Other than the rights specifically set forth in the Subscription,
the  Rights  Agreement  and this Warrant, Holder represents, warrants and agrees
that  the Company and the officers of the Company (the "COMPANY'S OFFICERS") are
under  no  obligation to register or qualify the Shares under the Securities Act
or  under  any  state  securities law, or to assist the undersigned in complying
with  any  exemption  from  registration  and  qualification.

          (f)  Holder  represents  that  Holder  meets  the  criteria  for
participation  because  (i)  Holder  has  a  preexisting  personal  or  business
relationship  with  the  Company  or  one  or  more  of  its partners, officers,
directors  or  controlling  persons  or  (ii)  by reason of Holder's business or
financial  experience,  or  by reason of the business or financial experience of
Holder's  financial advisors who are unaffiliated with, and are not compensated,
directly  or indirectly, by the Company or any affiliate or selling agent of the
Company, Holder is capable of evaluating the risk and merits of an investment in
the  Shares  and  of  protecting  its  own  interests;  AND

               (i)  Holder  has  minimum  net  worth in excess of $1,000,000, or

               (ii) Holder has income in excess of $200,000 or joint income with
Holder's  spouse in excess of $300,000 in each of the two most recent years, and
Holder,  or  Holder  with  his  or  her  spouse, has a reasonable expectation of
reaching  the  same  income  level  in  the  current  year;  or

               (iii) Holder  is  a director or executive officer of the Company;
or


                                      D-3
<PAGE>
               (iv) If  a  trust,  the  trust  has  total  assets  in  excess of
$5,000,000  and  was not formed for the specific purpose of acquiring the Shares
and  the  purchase  was directed by a sophisticated person as described in 7 CFR
Sec.  230.506(b)(2)(ii);  or

               (v)  If  a  corporation  or  partnership,  the  corporation  or
partnership  has total assets in excess of $5,000,000 and was not formed for the
specific  purpose  of  acquiring  the  Shares;  or

               (vi) If an entity, all of the equity owners meet the criteria for
participation  set  forth  in  this  Paragraph  2(f).

          (g)  Holder  understands  that  the  Shares  are  illiquid,  and until
registered  with  the  Securities  Exchange  Commission  or  an  exemption  from
registration  becomes  available,  cannot be readily sold as there will not be a
public market for them and that Holder may not be able to sell or dispose of the
Shares,  or  to  utilize  the  Shares as collateral for a loan.  Holder must not
purchase  the Shares unless Holder has liquid assets sufficient to assure myself
that such purchase will cause me no undue financial difficulties and that Holder
can  still provide for its current and possible personal contingencies, and that
the commitment herein for the Shares, combined with other investments of Holder,
is  reasonable  in  relation  to  Holder's  net  worth.

          (h)  Holder  understands that any right to transfer the Shares will be
restricted  against  unless  the  transfer is not in violation of the Securities
Act,  the  California  Securities Law, and any other applicable state securities
laws  (including  investment  suitability  standards), that the Company will not
consent  to  a transfer of the Shares unless the transferee represents that such
transferee  meets  the  financial  suitability  standards required of an initial
participant  and  that the Company has the right, in its absolute discretion, to
refuse  to  consent  to  such  transfer.

          (i)  Holder  has been advised to consult with an attorney or attorneys
regarding  all legal matters concerning an investment in the Company and the tax
consequences  of  purchasing  the  Shares, and has done so, to the extent Holder
considers  necessary.

          (j)  Holder  acknowledges that the tax consequences to it of investing
in the Company will depend on particular circumstances, and neither the Company,
the  Company's  Officers,  any  other investors, nor the partners, shareholders,
members,  managers,  agents,  officers,  directors,  employees,  affiliates  or
consultants  of  any  of  them,  will  be  responsible  or  liable  for  the tax
consequences to Holder of an investment in the Company.  Holder will look solely
to  and  rely upon its own advisers with respect to the tax consequences of this
investment

          (k)  All  information  which  Holder  has  provided  to  the  Company
concerning  myself,  my  financial  position  and  my knowledge of financial and
business  matters is truthful, accurate, correct and complete as of the date set
forth  herein.

     5.   AGREEMENT  TO INDEMNIFY COMPANY.  Holder hereby agree to indemnify and
hold  harmless  the  Company,  its principals, the Company's officers, directors
attorneys,  and  agents, from any and all damages, costs and expenses (including
actual  attorneys'  fees)  which  they  may incur (i) by reason of my failure to
fulfill  any  of  the terms and conditions of this Warrant, (ii) by reason of my
breach  of any of my representations, warranties or agreements contained herein;
(iii)  with respect to any and all claims made by or involving any person, other
than  me  personally, claiming any interest, right, title, power or authority in
respect  to  the  Shares.  Holder  further  agree  and  acknowledge  that  these
indemnifications  shall  survive  any  sale  or  transfer,  or attempted sale or
transfer,  of  any  portion  of  the  Shares.


                                      D-4
<PAGE>
     6.   EXECUTION  AUTHORIZED.  If  this  Warrant  is  executed on behalf of a
corporation,  partnership,  trust or other entity, the undersigned has been duly
authorized  and  empowered  to legally represent such entity and to execute this
Warrant  and  all  other  instruments  in  connection  with  the  Shares and the
signature  of  the  person  is  binding  upon  such  entity.

     7.   ADOPTION  OF  TERMS AND PROVISIONS.  The Holder hereby adopts, accepts
and agrees to be bound by all the terms and provisions hereof.

     8.   ANTI-DILUTION  ADJUSTMENTS.  The  Warrants  granted  hereunder and the
Purchase Price thereof shall be subject to adjustment from time to time upon the
happening  of  certain  events as set forth below.  Notwithstanding the above or
any  provision  of  this  Agreement, no adjustment shall be made to the Purchase
Price  or  the amount of Warrants granted hereunder once the shares of Company's
Common  Stock  have  been  offered for sale in connection with an initial public
offering.

          (a)  Stock Splits and Dividends.  If outstanding shares of the Company
Common  Stock  shall  be  split into a greater number of shares or a dividend in
Common  Stock  shall  be  paid in respect of Common Stock, the Purchase Price in
effect  immediately  prior  to such split or at the record date of such dividend
shall  simultaneously  with the effectiveness of such split or immediately after
the  record  date  of  such dividend be proportionately reduced.  If outstanding
shares  of  Common  Stock shall be combined into a smaller number of Shares, the
Purchase  Price  in  effect  immediately  prior  to  such  combination  shall,
simultaneously  with  the  effectiveness of such combination, be proportionately
increased.  When  any  adjustment  is required to be made in the Purchase Price,
the  number  of  Shares  purchasable  upon the exercise of this Warrant shall be
changed  to  the number determined by dividing (i) an amount equal to the number
of  shares  issuable upon the exercise of this Warrant immediately prior to such
adjustment, multiplied by the Purchase Price in effect immediately prior to such
adjustment,  by  (ii)  the  Purchase  Price  in  effect  immediately  after such
adjustment.

          (b)  Reclassification, Etc.  In case there occurs any reclassification
or  change of the outstanding securities of the Company or of any reorganization
of the Company (or any other corporation the stock or securities of which are at
the  time receivable upon the exercise of this Warrant) or any similar corporate
reorganization  on  or  after  the  date  hereof, then and in each such case the
Holder,  upon  the  exercise  hereof  at any time after the consummation of such
reclassification,  change,  or  reorganization  shall be entitled to receive, in
lieu  of the stock or other securities and property receivable upon the exercise
hereof  prior to such consummation, the stock or other securities or property to
which  the  Holder would have been entitled upon such consummation if the Holder
had  exercised  this  Warrant  immediately prior thereto, all subject to further
adjustment  pursuant  to  the  provisions  of  this  Section.

          (c)  Adjustment  Certificate.  When  any  adjustment is required to be
made  in  the Shares or the Purchase Price pursuant to this Section, the Company
shall  promptly  mail  to  the  Holder  a  certificate setting forth (i) a brief
statement  of the facts requiring such adjustment, (ii) the Purchase Price after
such  adjustment  and  (iii) the kind and amount of stock or other securities or
property  into  which  this  Warrant shall be exercisable after such adjustment.

     9.   RESERVATION OF SHARES.  The Company shall at all times keep reserved a
sufficient  number  of  authorized  Shares  to  provide  for the exercise of the
Warrants  in  full.

     10.  NON-TRANSFERABILITY.  Unless  the  Company  consents  in  writing, the
Warrants  issued  hereunder  and  any and all Shares issued upon exercise of the
Warrants  are  not  transferable,  except  to  a  related  party  of the Holder.


                                      D-5
<PAGE>
     11.  VOTING.  Nothing  contained  in  this  Agreement shall be construed as
conferring  upon  the  Holder  the  right  to vote or to receive dividends or to
consent  or  receive  notice  as  a  shareholder  in  respect  to any meeting of
shareholders  for  the  election  of  directors  of the Company or for any other
purpose  not  specified  herein.

     12.  MISCELLANEOUS.

          (a)  Amendment.  This  Agreement  may  be  amended  only  by  written
agreement  between  the  Company  and  the  Holder.

          (b)  Notice. Any notice, demand or request required or permitted to be
given under this Agreement will be in writing and will be deemed sufficient when
delivered personally or with a commercial courier service, with postage prepaid,
and  addressed, if to the Company, at its principal place of business, attention
the  President,  and  if  to the Holder, at the Holder's address as shown on the
stock  records  of  the  Company.

          (c)  Further Assurances.  Both parties agree to execute any additional
documents necessary to carry out the purposes of this Agreement.

          (d)  Severability.  If  any provision of this Agreement is held by any
court  of  competent  jurisdiction  to  be  illegal, unenforceable or void, such
provision  will  be  enforced  to  the  greatest  extent  possible and all other
provisions of this Agreement will continue in full force and effect.

          (e)  Governing Law. This Agreement will be interpreted and enforced in
accordance  with  California  Law as applied to agreements made and performed in
California.

          (f)  Entire Agreement; Successors and Assigns.  This Agreement and the
documents  and  instruments  attached  hereto  constitute  the  entire agreement
between  the  Holder and the Company relative to the subject matter hereof.  Any
previous  agreements  between  the  parties  are  superseded  by this Agreement.
Subject  to  any  exceptions specifically set forth in this Agreement, the terms
and  conditions  of  this Agreement shall inure to the benefit of and be binding
upon  the respective executors, administrators, heirs, successors and assigns of
the  parties.

          (g)  Headings.  The  headings  of the Paragraphs of this Agreement are
for convenience and shall not by themselves determine the interpretation of this
Agreement.


                                      D-6
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Warrant as of the date first set forth above.

                                   "COMPANY"

                                   PROCERA NETWORKS, INC.
                                   A Nevada corporation

                                   By:__________________________________________
                                      Douglas J. Glader, Chief Executive Officer

                                   Date:________________________________________


                                   "HOLDER"


                                   _____________________________________________

                                   By:__________________________________________

                                   _____________________________________________
                                                    (Signature)

                                   Title:_______________________________________

                                   Date:________________________________________


                                      D-7
<PAGE>
                                   SCHEDULE 1
                                   ----------

                               NOTICE OF EXERCISE


To:  PROCERA  NETWORKS,  INC.

     (1)  _________________ ("HOLDER") hereby elects to purchase _______________
shares of Common Stock of Procera Networks, Inc. (the "COMPANY") pursuant to the
terms  of  the  Warrant  Agreement executed by the Holder and the Company, dated
____________________,  2004,  and tenders herewith payment of the purchase price
in full, together with all applicable transfer taxes, if any.

     (2)  Please issue a certificate or certificates representing said shares in
the name of the Holder or in such other name as is specified below.


                                        "HOLDER"

                                        ________________________________________

                                        By:_____________________________________

                                        Print:__________________________________

                                        Title:__________________________________

                                        Date:___________________________________


                                      D-8
<PAGE>

</TEXT>
</DOCUMENT>
