EXHIBIT 10.1
                                                                    ------------

                             PROCERA  NETWORKS, INC.
                       CONFIDENTIAL SPECIAL WARRANT OFFER


                                  APRIL 7, 2005

     Procera  Networks,  Inc.,  a Nevada corporation ("Procera"), is offering to
the  holders  of  its  outstanding Stock Purchase Warrants issued on December 9,
2003  (the  "December  2003 Warrants") and the Stock Purchase Warrants issued on
June  27,  2004  (the  "June  2004  Warrants")  the opportunity to exercise such
warrants  at  an  adjusted  exercise price, that will expire at 5:00 p.m. PDT on
April  13,  2005,  as  more  fully  described  in  this  Special  Warrant Offer.
----------------

BACKGROUND

     On  December  9,  2003,  Procera  issued  the  December 2003 Warrants which
entitled  the holder(s) thereof to purchase 1,227,688 shares of the common stock
of  Procera at an exercise price of $2.00 per share.  The December 2003 Warrants
expire  on  April  26,  2005.

     On  June 27, 2004, Procera issued the June 2004 Warrants which entitled the
holder(s) thereof to purchase 1,446,438 shares of the common stock of Procera at
an exercise price of $2.00 per share.  The June 2004 Warrants expire on June 30,
2006.

     As of March 31, 2005, 1,177,688 December 2003 Warrants and 1,446,438 June
2004 Warrants remain outstanding.

     On  January 28, 2005, Procera filed a Registration Statement on Form S-3 to
register shares sold in a private placement transaction which closed on December
30,  2005.  The  SEC reviewed this  Registration filing and on February 25, 2005
issued two comment letters requesting further information from Procera.  Procera
has  agreed  with the SEC to file an Amendment to this Registration Statement on
or  about  April  15,  2005.

SPECIAL  WARRANT  OFFER  FOR  DECEMBER  2003  WARRANTS

      Subject  to  the terms of this Warrant Offer, Procera hereby offers to the
Holders  of  its December 2003 Warrants the right to exercise such warrants at a
price of $1.50 per share (a $.50 per share reduction) and the expiration date is
changed  from  April  26,  2005  to  April  13,  2005.

SPECIAL  WARRANT  OFFER  FOR  JUNE  2004  WARRANTS

      Subject  to  the terms of this Warrant Offer, Procera hereby offers to the
Holders of its June 2004 Warrants the right to exercise such warrants at a price
of  $1.40  per  share  (a  $.60  per share reduction) and the expiration date is
changed  from  June  30,  2006  to  April  13,  2005.

PROCEDURE FOR PARTICIPATING IN THE SPECIAL WARRANT OFFER

     The  procedure  for  responding  to  Procera's  offer  is  a  follows:

     -   Indicate  on  Exhibit  A  and  Exhibit  B,  attached  hereto,  your
"Acceptance"  or your "Rejection" of this Special Warrant Offer and mail them to
Procera  in  the  self-addressed,  postage  paid  Fedex  envelope.


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     -    If  you  accept  the  exercise price reduction  for your December 2003
Warrants  (Exhibit  A)  and/or  you June 2004 Warrants (Exhibit B), complete and
sign  the Special Notice of Exercise form attached to Exhibit C and/or Exhibit D
and  mail  them  to  Procera,  together with your original December 2003 Warrant
Agreement  and/or  June  2004  Warrant Agreement, in the self-addressed, postage
paid  Fedex  envelope.

     -    In addition, wire funds to Procera for the aggregate exercise price of
all  warrants  being  exercised  as  follows:

               PAY  TO:                         [intentionally  omitted]

               ROUTING  TO:                     [intentionally  omitted]

               FOR  CREDIT  OF:                 Procera  Networks,  Inc.

               CREDIT  ACCOUNT  NO.:            [intentionally  omitted]

     Any  December 2003 Warrants and/or June 2004 Warrants that are exercised in
full  pursuant  to  this  Special  Warrant  Offer will be cancelled and be of no
further  force  or  effect.  For  any  December  2003  Warrants and/or June 2004
Warrants  that are exercised in part, Procera will issue a new Warrant Agreement
of  like tenor representing the right to purchase the remaining number of shares
issuable  under  that  particular  warrant, at a price of $2.00 per share, under
their  original  terms.

EXPIRATION OF SPECIAL WARRANT OFFER

     This Special Warrant Offer will expire at 5:00 P.M., PDT time, on April 13,
2005,  unless  otherwise  extended  by  the  Company  in  its  sole  discretion.

     After  the  expiration  of  this  Special  Warrant  Offer,  all outstanding
December 2003 and/or June 2004 Warrants may be exercised only in accordance with
their  original  terms  and  conditions.

EFFECTIVE DATE AND DELIVERY OF SHARES

     As of the close of business on the date of  Procera's receipt of:  (i) your
signed  Acceptance Form; (ii) your signed Special Notice of Exercise; (iii) your
payment  of  the  aggregate Exercise Price; and (iv) your original December 2003
and/or June 2004 Warrants, the December 2003 Warrants shall be deemed amended to
the  extent exercised  and the June 2004 Warrants shall be deemed amended to the
extent  exercised .  In addition, the respective Warrants will be deemed to have
been  exercised  to  the extent indicated in your Special Notice of Exercise and
you  will  be deemed the record holder of the number of shares of Procera common
stock  issued  upon  such  exercise.

     Within  ten  (10)  business  days  thereafter, Procera will deliver to you:

     -     The  shares of  Procera common stock issued upon exercise by delivery
           of  a  physical  certificate  representing  such  shares  of  common
           stock; and

     -     If your December Warrants and/or June Warrants were not fully
           exercised,  new  Warrant  Agreements,  representing  the  right  to
           purchase  the  remaining  number  of  shares issuable under each such
           warrant agreement under the original terms

     PROCERA WILL PROMPTLY FILE A SUPPLEMENT TO THE REGISTRATION STATEMENTS
COVERING THE DECEMBER 2003 WARRANTS AND THE JUNE 2004 WARRANTS.  THE SUPPLEMENT
WILL ALLOW FOR TRADING OF THE SHARES UNDERLYING THE DECEMBER  WARRANTS UNTIL
APRIL 30, 2005.  AFTER SUCH DATE, THE REGISTRATION STATEMENTS AND UNDERLYING
PROSPECTUSES WILL EXPIRE AND NO LONGER BE CURRENT.  PROCERA SHALL ALSO INCLUDE
IN ITS AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT FILED ON JANUARY 28, 2005,


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SCHEDULED FOR FILING ON OR ABOUT APRIL 15, 2005, THE NUMBER OF SHARES OF PROCERA
COMMON STOCK ISSUED UPON SUCH EXERCISE OF THE WARRANTS AS WELL AS ANY REMAINING
DECEMBER 2003 AND JUNE 2004 WARRANTS.

ADDITIONAL INFORMATION

     If  you have any questions about this Special Warrant Offer or if you would
like  any  additional  information  about Procera, please contact Jay Zerfoss at
(408)  874-4332  or  jzerfoss@proceranetworks.com

                                        PROCERA  NETWORKS,  INC.

                                        By:  __________________________

                                               Douglas  J.  Glader

                                        Its:  Chief  Executive  Officer


<PAGE>
                                    EXHIBIT A
                                    ---------

                                ACCEPTANCE  FORM

To:     Procera Networks, Inc.

        3175 S. Winchester Blvd.

        Campbell, CA 95008

        Attention:  Chief Financial Officer

I, the undersigned Holder of December 2003 Warrants, hereby [_]ACCEPT  [_]REJECT
the Special Warrant Offer dated April 7, 2005.

                                        HOLDER

                                        _________________________________

                                             (Signature of Holder)
                                        _________________________________

                                             (Printed Name of Holder)

                                        Address:  _______________________

                                                  _______________________

                                                  _______________________


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                                    EXHIBIT B

                                ACCEPTANCE  FORM

To:     Procera Networks, Inc.

        3175 S. Winchester Blvd.

        Campbell, CA 95008

        Attention:  Chief Financial Officer

I, the undersigned Holder of June 2004 Warrants, hereby [_]ACCEPT  [_]REJECT
the Special Warrant Offer dated April 7, 2005.

                                        HOLDER

                                        _________________________________

                                             (Signature of Holder)
                                        _________________________________

                                             (Printed Name of Holder)

                                        Address:  _______________________

                                                  _______________________

                                                  _______________________


<PAGE>
                                   EXHIBIT  C

                           SPECIAL NOTICE OF EXERCISE

To:     Procera Networks, Inc.
        3175 S. Winchester Blvd.
        Campbell, CA 95008
        Attention:  Chief Financial Officer

     Pursuant  to:  (i)  the original December 2003  Warrant Agreement; and (ii)
the Special Warrant Offer, dated April 7, 2005, made by  Procera Networks, Inc.,
a  Nevada  corporation  (the  "COMPANY"),  the  undersigned  hereby  irrevocably
exercises  the  right  to  purchase:

     1.     __________ (the "NUMBER") shares of the Company's Common Stock under
            the  December  Warrant  Agreement, at a price of $1.50 per share and
            hereby agrees and consents  to the  concurrent  cancellation  of the
            right  to  purchase the  Number of  shares of Common Stock under the
            December 2003 Warrant Agreement.

     The undersigned agrees not to offer, sell, transfer or otherwise dispose of
any Common Stock obtained on exercise of the December 2003 Warrant, except under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended, or any state securities laws.  The undersigned represents that it is
an  "accredited investor" as that term is defined in Rule 501(a) of Regulation D
under  the  Securities  Act  of  1933,  as amended. Further, upon receipt of the
Special  Warrant Offer, through April 13, 2005 the undersigned hereby agrees not
to  offer  sell,  transfer  or otherwise dispose of any shares of Procera Common
Stock.

[_]    The undersigned hereby requests that the Company cause its transfer agent
       to  issue  and  deliver  to  the undersigned, at  the  address  set forth
       below,  physical  certificates  representing such shares of Common Stock.
       The  undersigned requests  hat  a  new  Warrant  Agreement,  representing
       any unexercised portion  thereof, be issued in the name of the Holder and
       delivered to the undersigned at the address set forth below.

Dated:______________________

                              ___________________________________
                              Signature of Holder

                              ___________________________________
                              Printed Name of Holder

                              Address:  _________________________

                                        _________________________

                                        _________________________


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                                   EXHIBIT  D
                                   ----------

                           SPECIAL NOTICE OF EXERCISE

To:      Procera Networks, Inc.
         3175 S. Winchester Blvd.
         Campbell, CA 95008
         Attention:  Chief Financial Officer

     Pursuant  to:  (i)  the  attached original June 2004 Warrant Agreement; and
(ii)  the  Special Warrant Offer, dated  April 7, 2005, made by Procera, Inc., a
Nevada corporation (the "COMPANY"), the undersigned hereby irrevocably exercises
the  right  to  purchase:

     1.     __________ (the "NUMBER") shares of the Company's Common Stock under
            the  June  2004 Warrant Agreement,  at  a  price  of $1.40 per share
            and hereby agrees and consents to the concurrent cancellation of the
            right  to  purchase  the  Number of shares of Common Stock under the
            June 2004 Warrant Agreement.

     The undersigned agrees not to offer, sell, transfer or otherwise dispose of
any  Common  Stock  obtained  on exercise of the June 2004 Warrant, except under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended, or any state securities laws.  The undersigned represents that it is
an  "accredited investor" as that term is defined in Rule 501(a) of Regulation D
under  the  Securities  Act  of  1933,  as amended. Further, upon receipt of the
Special  Warrant Offer, through April 13, 2005 the undersigned hereby agrees not
to  offer  sell,  transfer  or otherwise dispose of any shares of Procera Common
Stock.

[_]     The  undersigned  hereby  requests  that  the Company cause its transfer
        agent to issue and  deliver  to  the  undersigned,  at  the  address set
        forth  below, physical certificates representing  such  shares of Common
        Stock.  The  undersigned  requests  that  a  new  Warrant  Agreement,
        representing  any unexercised portion thereof, be issued in the name of
        the  Holder and delivered to  the  undersigned  at the address set forth
        below.

Dated:______________________

                              ___________________________________
                              Signature of Holder

                              ___________________________________
                              Printed Name of Holder

                              Address:  _________________________

                                        _________________________

                                        _________________________


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