Exhibit 10.2


    
      

    


    Exhibit
      10.2

    


    PROCERA
      NETWORKS, INC.

     

    AMENDMENT
      TO STOCK SUBSCRIPTION AGREEMENT

     

    This
      Amendment to the Stock Subscription Agreement (“Amendment”), is made as of
      February __, 2006, between the undersigned subscriber (the “Subscriber”)
      and Procera Networks, Inc., a Nevada corporation (“Procera”).

     

    Background
      Statement.

     

    The
      Subscriber has previously entered into a Subscription Agreement with Procera
      relating to a commitment by the Subscriber to purchase registrable shares of
      Procera Common Stock at $0.40 per share (the “Subscription Agreement”) under the
      terms of an offering (the “Offering”) described in Procera’s Confidential
      Private Placement Memorandum, dated December 7, 2005 (the “Memorandum”). Procera
      has modified the terms of the Offering in accordance with a Supplement No.
      1
      dated February 7, 2006 (the “Supplement”). The Offering as amended as
      provided in the Supplement is hereinafter referred to as the “Amended Offering.”
The parties desire to confirm the subscription of the Subscriber under the
      terms
      of the Amended Offering.

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants contained in this
      Amendment, the parties hereby agree as follows:

    
      	 	
              1.

            	
              The
                Subscriber confirms that the Subscriber has been given the opportunity
                by
                Procera to receive a full return of any payments, plus interest,
                made by
                Subscriber in connection with the Offering and Subscriber’s previously
                executed Subscription Agreement;

            


    

    
      	 	
              2.

            	
              The
                Subscriber confirms that the Subscriber has received and reviewed
                the
                Supplement and has had an opportunity to ask questions of, and receive
                answers from, appropriate representatives of Procera concerning the
                Supplement and the Amended Offering;


            


    

    
      	 	
              3.

            	
              The
                Registration Rights Agreement between Procera and the Subscriber
                that is
                attached to the Memorandum as Exhibit
                C,
                and is hereby amended to be consistent with the Supplement so that
                all
                dates contained in either of them referring to closings of the offering
                shall be deemed to refer to the offering described in the Memorandum
                as
                modified by the Supplement; and

            


    

    
      	 	
              4.

            	
              Except
                as specifically modified by the Supplement and this Amendment, all
                of the
                terms of the Amended Offering and of the Subscription Agreement are
                hereby
                confirmed.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Subject
      to acceptance by Procera, the undersigned has signed this Amendment to evidence
      the Subscriber’s agreement to subscribe for registrable shares of Procera common
      stock under the Amended Offering, the Subscription Agreement, and as described
      in this Amendment, this ___ day of February, 2006.

     

    


     

    
      	 	 
	 	
              Subscriber

            


    

    


    Procera
      has accepted the subscription as provided in this Amendment on the ___ day
      of
      February, 2006.

     

    
      	 	
              PROCERA
                NETWORKS, INC.

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
              Douglas
                Glader, CEO

            


    

    


    

 

    [SIGNATURE
      PAGE TO AMENDMENT TO THE STOCK SUBSCRIPTION AGREEMENT]