Exhibit 4.2


                             PROCERA NETWORKS, INC.

                            SPECIAL WARRANT AGREEMENT

                         COMMON STOCK AT $2.00 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.

     THE  SECURITIES  REPRESENTED  HEREBY  HAVE  NOT  BEEN  REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (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.  THERE IS NO PUBLIC MARKET FOR THE
SECURITIES AND NONE IS LIKELY TO DEVELOP.  THE COMPANY IS UNDER NO OBLIGATION TO
REGISTER  THE  SECURITIES  UNDER  THE  SECURITIES  ACT.



<PAGE>
     This Special Warrant Agreement (the "Special Warrant") is entered into this
__  day of November, 2003, 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 SPECIAL WARRANTS.  The Company, subject to the terms and
conditions hereinafter set forth, hereby issues warrants ("Special Warrants") to
purchase  ___________  (______________)  shares  of  Company's Common Stock (the
"Shares") pursuant to the Subscription Agreement of even date herewith, executed
and  delivered  by  the  parties  (the "Subscription").  The Purchase Price upon
exercise  of  the  Special  Warrants  shall  be Two Dollars ($2.00) per Share of
Common  Stock  Purchased subject to adjustment in accordance with Paragraph 9 of
this  Special  Warrant.  In addition, upon the Exercise of this Special Warrant,
the Company shall grant the Holder warrants to purchase one Share for each Share
purchased  pursuant  to  this  Special  Warrant  pursuant  to  a form of warrant
agreement  attached  hereto as Annex 1.  The number of Shares issued pursuant to
                               -------
this  Special Warrant shall also be governed by the anti-dilution provisions set
forth in Sections 4(m) and (n) of the Subscription and those sections are hereby
incorporated  by  reference  in  this  Special  Warrant.

     2.     TERM.  Notwithstanding  anything  else  to  the contrary herein, the
obligations  of the parties shall terminate in and no Shares shall be issued and
the  Holder  shall not deliver the Purchase Price if the Effective Date, defined
in Section 3 below, occurs more than 180 days after the Closing of the Offering,
as  such  term  is  defined  in  the  Subscription.

     3.     EXERCISE.

          (a)     The  Special  Warrants  shall  be  automatically  exercised
immediately  upon the declaration of the effectiveness (the "Effective Date") of
the  Company's registration statement  (the "Registration Statement") filed with
the  Securities  and  Exchange  Commission  (the  "SEC") in accordance with that
certain Registration Rights Agreement of even date herewith.

          (b)     On  or  before  five  (5)  business days after delivery by the
Company  to  the  Holder  of the notice of the effectiveness of the Registration
Statement,  the  Holder  shall  deliver to the Company 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.

          (c)     Upon  delivery  of  the  Purchase  Price  described above, the
Company  shall  immediately  cause  to  be  issued a certificate or certificates
representing  the  Shares  issued  upon  exercise  of the Special Warrant.  Such
Shares  shall be validly issued, fully paid and non-assessable. The Shares, upon
issuance, shall be freely trading and unrestricted.

          (d)     The  Special  Warrants  shall be deemed to have been exercised
immediately  prior  to the close of business on the day the Company delivers the
notice  described  in Section 2(b), and the Holder shall be deemed the holder of
record of the Shares issuable upon such exercise at such time.

     4.     REPRESENTATIONS  AND  WARRANTIES OF THE HOLDER.  In consideration of
the  Company's  acceptance  of  the  Subscription,  I  make  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
Special  Warrant:


                                      C-2
<PAGE>
          (a)     I  have  had  the opportunity to ask questions and receive any
additional information from persons acting on behalf of the Company to verify my
understanding  of  the  terms  thereof  and of the Company's business and status
thereof,  and  that  no  oral  information  furnished  to  the undersigned or my
advisors  in  connection  with  this  Special  Warrant  has  been  in  any  way
inconsistent  with  other  documentary  information  provided.

          (b)     I  acknowledge  that I have 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 my 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.  I or my 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 me in connection with the
purchase  of  the Shares to evaluate the merits and risks thereof and to make an
informed  investment  decision.

          (d)     I  acknowledge  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 my representations, warranties and agreements made herein.

          (e)     Other  than  the  rights specifically set forth in the Procera
Registration  Rights  Agreement, I represent, warrant and agree 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)     I represent that I meet the criteria for participation because
(i)  I  have 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 my business or financial experience, or by reason of the business
or  financial experience of my 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, I am capable of evaluating the risk and merits of
an investment in the Shares and of protecting my own interests; AND

               (i)     I  have  minimum  net  worth  in excess of $1,000,000, or

               (ii)     I have income in excess of $200,000 or joint income with
my  spouse  in excess of $300,000 in each of the two most recent years, and I/we
have  a  reasonable expectation of reaching the same income level in the current
year;  or

               (iii)     I am a director or executive officer of the Company; or

               (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


                                      C-3
<PAGE>
               (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)     I  understand  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 I may not be able to sell or dispose of the
Shares,  or to utilize the Shares as collateral for a loan.  I must not purchase
the  Shares  unless  I  have liquid assets sufficient to assure myself that such
purchase  will  cause  me  no  undue financial difficulties and that I can still
provide  for  my  current  and  possible  personal  contingencies,  and that the
commitment  herein  for  the Shares, combined with other investments of mine, is
reasonable  in  relation  to  my  net  worth.

          (h)     I  understand  that  my  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)     I  have  been  advised  to  consult  with  my  own attorney or
attorneys  regarding  all  legal matters concerning an investment in the Company
and  the  tax  consequences  of  purchasing the Shares, and have done so, to the
extent  I  consider  necessary.

          (j)     I  acknowledge that the tax consequences to me of investing in
the Company will depend on my 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  me of an investment in the Company.  I will look solely to and
rely  upon  my  own  advisers  with  respect  to  the  tax  consequences of this
investment

          (k)     All  information  which  I  have  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.  I  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 Special 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.  I further agree and acknowledge that these
indemnifications  shall  survive  any  sale  or  transfer,  or attempted sale or
transfer,  of  any  portion  of  the  Shares.


                                      C-4
<PAGE>
     6.     AGREEMENT  TO  INDEMNIFY  HOLDER.  The  Company  hereby  agrees  to
indemnify  and  hold  harmless  the  Holder, its principals, 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 the Company's
failure  to fulfill any of the terms and conditions of this Special Warrant, and
(ii)  by  reason  of  its  breach  of  any  of my representations, warranties or
agreements  contained  in  this  Special  Warrant.

     7.     EXECUTION AUTHORIZED.  If this Special 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 Special Warrant and all other instruments in connection with the Shares and
the signature of the person is binding upon such entity.

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

     9.     ANTI-DILUTION  ADJUSTMENTS.  The  Special 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 Special Warrant, no adjustment shall be made to
the  Purchase Price or the amount of Special 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
Special  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 Special
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 Special
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 Special 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  Special  Warrant  shall  be  exercisable after such
adjustment.


                                      C-5
<PAGE>
     10.     RESERVATION  OF  SHARES.  The  Company  shall  at  all  times  keep
reserved a sufficient number of authorized Shares to provide for the exercise of
the  Special  Warrants  in  full.

     11.     NON-TRANSFERABILITY.  The Special Warrants issued hereunder and any
and  all  Shares  issued upon the automatic exercise of the Special Warrants are
not  transferable.

     12.     VOTING.  Nothing  contained  in  this  Special  Warrant  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.

     13.     MISCELLANEOUS.

          (a)     Amendment. This Special Warrant 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  Special  Warrant  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 Special
Warrant.

          (d)     Severability.  If  any  provision  of  this Special Warrant 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 Special Warrant will continue in full force and effect.

          (e)     Governing  Law.  This  Special Warrant 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  Special
Warrant  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
Special  Warrant.  Subject  to  any  exceptions  specifically  set forth in this
Special Warrant, the terms and conditions of this Special Warrant 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 Special
Warrant  are  for  convenience  and  shall  not  by  themselves  determine  the
interpretation  of  this  Special  Warrant.


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

                                    "COMPANY"

                                    PROCERA NETWORKS, INC.,
                                    A NEVADA CORPORATION


                                    By:  /s/  Doug Glader
                                         ------------------------------------
                                         Doug Glader, Chief Executive Officer

                                    Date: December 5, 2003



                                    "HOLDER"


                                    ___________________________________________
                                    (Company Name)

                                    By:________________________________________

                                    Print:_____________________________________

                                    Title:_____________________________________

                                    Date: _____________________________, 2003



                                      C-7
<PAGE>
                                     ANNEX 1
                                     -------

                             PROCERA NETWORKS, INC.

                                WARRANT AGREEMENT

                   RESTRICTED COMMON STOCK AT $2.00 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.

     THE  SECURITIES  REPRESENTED  HEREBY  HAVE  NOT  BEEN  REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (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.  THERE IS NO PUBLIC MARKET FOR THE
SECURITIES AND NONE IS LIKELY TO DEVELOP.  THE COMPANY IS UNDER NO OBLIGATION TO
REGISTER  THE  SECURITIES  UNDER  THE  SECURITIES  ACT.





                                      C-8
<PAGE>
     This  Warrant  Agreement  (the  "Agreement") is entered into this __ day of
________________,  200_,  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  Special  Warrant  Agreement of even date herewith,
executed  and  delivered  by the parties (the "Special Warrants").  The Purchase
Price  upon  exercise  of the Warrants shall be Two Dollars ($2.00) 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 one (1) year following the date on which the
registration  statement  (the  "Registration Statement") for the Shares has been
declared  effective  (the  "Effective  Date")  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.


                                      C-9
<PAGE>
     4.     REPRESENTATIONS  AND  WARRANTIES OF THE HOLDER.  In consideration of
the  Company's  acceptance  of  the  Subscription,  I  make  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)     I  have  had  the opportunity to ask questions and receive any
additional information from persons acting on behalf of the Company to verify my
understanding  of  the  terms  thereof  and of the Company's business and status
thereof,  and  that  no  oral  information  furnished  to  the undersigned or my
advisors  in  connection with this Warrant has been in any way inconsistent with
other  documentary  information  provided.

          (b)     I  acknowledge  that I have 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 my 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.  I or my 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 me in connection with the
purchase  of  the Shares to evaluate the merits and risks thereof and to make an
informed  investment  decision.

          (d)     I  acknowledge  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 my representations, warranties and agreements made herein.

          (e)     Other  than  the  rights specifically set forth in the Procera
Registration  Rights  Agreement, I represent, warrant and agree 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)     I represent that I meet the criteria for participation because
(i)  I  have 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 my business or financial experience, or by reason of the business
or  financial experience of my 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, I am capable of evaluating the risk and merits of
an investment in the Shares and of protecting my own interests; AND

               (i)     I  have  minimum  net  worth  in excess of $1,000,000, or

               (ii)    I have  income in excess of $200,000 or joint income with
my  spouse  in excess of $300,000 in each of the two most recent years, and I/we
have  a  reasonable expectation of reaching the same income level in the current
year;  or

               (iii)    I am a director or executive officer of the Company; or


                                      C-10
<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)     I  understand  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 I may not be able to sell or dispose of the
Shares,  or to utilize the Shares as collateral for a loan.  I must not purchase
the  Shares  unless  I  have liquid assets sufficient to assure myself that such
purchase  will  cause  me  no  undue financial difficulties and that I can still
provide  for  my  current  and  possible  personal  contingencies,  and that the
commitment  herein  for  the Shares, combined with other investments of mine, is
reasonable  in  relation  to  my  net  worth.

          (h)     I  understand  that  my  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)     I  have  been  advised  to  consult  with  my  own attorney or
attorneys  regarding  all  legal matters concerning an investment in the Company
and  the  tax  consequences  of  purchasing the Shares, and have done so, to the
extent  I  consider  necessary.

          (j)     I  acknowledge that the tax consequences to me of investing in
the Company will depend on my 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  me of an investment in the Company.  I will look solely to and
rely  upon  my  own  advisers  with  respect  to  the  tax  consequences of this
investment

          (k)     All  information  which  I  have  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.  I  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.  I  further  agree  and  acknowledge  that  these
indemnifications  shall  survive  any  sale  or  transfer,  or attempted sale or
transfer,  of  any  portion  of  the  Shares.


                                      C-11
<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.


                                      C-12
<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.


                                      C-13
<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
_____________  ___,  200_  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"



                                    ________________________________________
                                    (Company  Name)

                                    By:_____________________________________

                                    Print:__________________________________

                                    Title:__________________________________

                                    Date: _______________________ ,  2003



                                      C-14
<PAGE>