Exhibit 10.8


    
      

    

    Exhibit
      10.8


    Procera
      Networks

     

    October
      18, 2004

     

    


    Mr.
      Gary
      J. Johnson

    16791
      Frank Avenue 

    Los
      Gatos, CA. 95032

    


    Dear
      Mr.
      Johnson:

    


    We
      are
      pleased to offer you employment commencing October 18, 2004 with Procera
      Networks, Inc. (the "Company") in the exempt position of Senior
      VP of Sales and Marketing,
      reporting to the President/CEO.

    


    You
      will
      be compensated as follows:

     

    
      
        	 	
                •

              	
                Compensation:

              	
                You
                  will receive a base salary of $120,000 per year and the opportunity
                  to
                  earn an additional $80,000 annually in commissions by meeting agreed
                  upon
                  quota objectives for a fiscal year, beginning with fiscal 2005.
                  You will
                  also have the opportunity to earn additional commissions in the
                  event you
                  exceed quota objectives and we will put an acceleration percentage
                  in
                  place when the 2005 quota plan in finalized. For this current quarter,
                  it
                  is agreed that the quota is $400,000. Upon completion of a funding
                  of $3M,
                  you will receive a draw of 50% of commissions for the following
                  three
                  months, with an adjustment at the end of the quarter to reflect
                  actual
                  commissions earned.

              


      

      


      
        	 	
                •

              	
                Option
                  Grant:

              	
                On
                  October 12, 2004, our Board of Directors approved a stock option
                  grant to
                  you to purchase 500,000 shares of Procera Common Stock, with vesting
                  as
                  set forth below:

              


      

       

      
        
          	 	
                  •

                	
                  Vesting:

                	
                  You
                    will vest 83,500 shares upon completion of six months of employment
                    and
                    thereafter 13,883 shares per month for the next 30 months. As
                    a senior
                    executive of the company, subject to the discretion of the Plan
                    Administrator, these options will be subject to accelerated vesting
                    in the
                    event of change of control or sale of the company. These provisions
                    will
                    be specifically spelled out in the option agreement that will
                    be provided
                    to you by the company.

                


        

      

       

      
        	 	
                •

              	
                Purchase
                  Price:

              	
                $.92
                  per share

              


      

      


      
        	 	
                •

              	
                Paid
                  Time Off:

              	
                Per
                  Company Policy

              


      

      


      
        	 	
                •

              	
                Medical
                  Benefits:

              	
                Per
                  Company Policy

              


      

    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    The
      Company offers a number of benefits to its employees, presently including,
      health, dental, and vision insurance. The Company policy also provides for
      paid
      time off and the direct deposit of paychecks. Details of these benefits are
      available and will be provided to you separately. Benefits will become available
      to you immediately upon joining the Company. The Company reserves the right
      to
      alter its policies and/or to amend its benefits at its discretion, upon notice
      to its employees.

    


    Your
      employment with the Company will be strictly on an at-will basis, which means
      that either you or the company can end the relationship at any time upon notice
      to the other, without cause, for any reason or no reason. The Company also
      reserves the right to discipline, demote or alter the terms of employment of
      its
      employees at any time, with or without cause or advance notice. This letter
      agreement shall represent the entire understanding concerning the at-will nature
      of your employment and the possible termination of the employment relationship.
      This at-will agreement cannot be changed or modified in any way except by a
      written agreement between you and the Company, authorized in advance by a duly
      authorized officer of the Company.

    


    Your
      employment is conditioned upon your signing and returning this letter as well
      as
      the following attached documents, which also shall govern the terms of your
      employment:

    


    
      	 	
              •

            	
              EMPLOYEE
                CONFIDENTIALITY AND NON-SOLICITATION
                AGREEMENT

            


    

    
      	 	
              •

            	
              PROPRIETARY
                INFORMATION AND INVENTIONS
                AGREEMENT

            


    

    


    Other
      than as expressly stated in this letter and the attached agreements, the Company
      makes no promises or representations concerning future promotions, compensation,
      or other terms and conditions of employment. By accepting employment, you agree
      that you have not relied upon or been induced to accept employment with the
      Company on the basis of any such promises or representations.

    


    This
      agreement is the only agreement between the parties, and supersedes any and
      all
      previous verbal or written agreements regarding the issues related hereto.
      This
      offer is contingent upon your ability to provide proof of eligibility to work
      in
      the United States as required by the Immigration Reform Control
      Act.

    


    Gary,
      I
      very much took forward to working with you as a member of the executive team
      at
      Procera Networks, Inc.

    


    Sincerely,

    


    /s/
      Douglas J. Glader


    Douglas
      J. Glader

    President
      & CEO

    


    


    


    
      	
              Offer
                accepted:

            	
              /s/
                Gary J. Johnson

            	 
	 	
              Gary
                J. Johnson

            	 
	 	 	 
	
              Date:

            	
              10/18/04