Exhibit 10.1


    
      

    


    EXHIBIT
      10.1 

    


    


    PROCERA
      NETWORKS, INC.

    


    SUBSCRIPTION
      AGREEMENT

    


    Restricted
      Common Stock at $0.40 per Share

    


    
      	
              1.

            	
              Subscription: 

            


    

    


    (a)   The
      undersigned (individually and/or collectively, the “Participant”)
      hereby
      applies to purchase shares of restricted common stock (the "Shares"
      or the
“Common
      Stock”)
      of
      Procera Networks, Inc., a Nevada corporation (the “Company”),
      in
      accordance with the terms and conditions of this Subscription Agreement (the
      “Subscription”)
      and
      the Confidential Private Placement Memorandum to which this Subscription is
      attached (the “Memorandum”).
      

    


    (b)   Before
      this Subscription is considered, the Participant must complete, execute and
      deliver to the Company the following:

    


    (i)    
This
      Subscription; 

    


    (ii)    The
      Registration Rights Agreement, attached to the Memorandum as Exhibit
      C
      (the
“Rights
      Agreement”);
      

    


    (iii)   The
      Certificate of Accredited Investor Status, attached to the Memorandum as
Exhibit
      A;
      and

    


    (iv)   The
      Participant’s check in the amount of $__________ in exchange for _________
      Shares purchased, or wire transfer sent according to the Company’s
      instructions:

    


    (c)   This
      Subscription is irrevocable by the Participant.

    


    (d)   This
      Subscription is not transferable or assignable by the Participant.

    


    (e)   This
      Subscription may be rejected in whole or in part by the Company in its sole
      discretion. In the event this Subscription is rejected by the Company, all
      funds
      and documents tendered by the Participant shall be returned.

    


    (f)   The
      Company’s placement agent,
      Chadbourn Securities, Inc., and/or other advisors,
      placement
      agents, broker dealers and/or finders, will be paid commissions, fees and other
      consideration by the Company equal to: (i) Eight Percent (8%) of Participant’s
      investment amount, and (ii) a warrant to purchase shares of common stock of
      the
      Company equal to Ten Percent (10%) of the total Shares purchased by Participant,
      at an exercise price equal to $0.40 per share.

    


    (g)   This
      Offering, as defined in the Memorandum, is scheduled to close no later than
      December 31, 2005 at 5:00 P.M. Pacific Standard Time (the “Closing Date”),
provided,
      however,
      that
      the Company, at its sole election, may extend this Offering up to an additional
      sixty days. The Target Offering is for up to 7,500,000 Shares ($3,000,000)
      and
      an additional over-allotment at the Company’s discretion of up to 1,500,000
      Shares ($3,750,000)), but this Offering has no prescribed minimum amount and
      the
      Company may accept lessor amounts from investors or have multiple closings
      of
      this Offering.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (h)   Until
      the
      registration statement contemplated by the Rights Agreement is declared
      effective, Participant hereby agrees not to, and will cause its affiliates
      not
      to, enter into any “put equivalent position” as such term is defined in Rule
      16a-1 under the Securities Exchange Act of 1934, as amended, or short sale
      position with respect to the Common Stock.

    


    2.    Representations
      by Participant.
      In
      consideration of the Company’s acceptance of the Subscription, Participant makes
      the following representations and warranties to the Company and to its
      principals, jointly and severally, which warranties and representations shall
      survive any acceptance of the Subscription by the Company:

    


    (a)   Prior
      to
      the time of purchase of any Shares, Participant received a copy of the
      Memorandum. Participant has reviewed the Memorandum and the Company’s filings
      with the Securities and Exchange Commission (the “Public Information”).
      Participant has had the opportunity to ask questions and receive any additional
      information from persons acting on behalf of the Company to verify Participant’s
      understanding of the terms thereof and of the Company’s business and status
      thereof. Participant acknowledges that no officer, director, broker-dealer,
      placement agent, finder or other person affiliated with the Company has given
      Participant any information or made any representations, oral or written, other
      than as provided in the Memorandum and the Public Information, on which
      Participant has relied upon in deciding to invest in the Shares, including
      without limitation, any information with respect to future operations of the
      Company or the economic returns which may accrue as a result of the purchase
      of
      the Shares.

    


    (b)   Participant
      acknowledges that Participant 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)   The
      Shares are being purchased for Participant’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. Participant or its agents or investment advisors have
      such
      knowledge and experience in financial and business matters that will enable
      Participant to utilize the information made available to it in connection with
      the purchase of the Shares to evaluate the merits and risks thereof and to
      make
      an informed investment decision.

    


    (d)   Participant
      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 Participant’s representations, warranties and
      agreements made herein. 

    


    (e)   Other
      than the rights specifically set forth in this Subscription and the Rights
      Agreement, Participant 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)   Participant
      represents that Participant meets the criteria for participation because: (i)
      Participant 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 Participant’s business or financial experience, or by reason
      of the business or financial experience of its 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, Participant is capable
      of evaluating the risk and merits of an investment in the Shares and of
      protecting its own interests; 

    


    (g)   Participant
      represents that Participant is an “accredited investor” within the meaning of
      Rule 501 of Regulation D under the Securities Act and Participant has executed
      the Certificate of Accredited Investor Status, attached hereto as Exhibit
      A.

    


    (h)   Participant
      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 Participant may not be able to sell or dispose of the Shares, or to
      utilize the Shares as collateral for a loan. Participant must not purchase
      the
      Shares unless Participant has liquid assets sufficient to assure Participant
      that such purchase will cause it no undue financial difficulties, and that
      Participant can still provide for current and possible personal contingencies,
      and that the commitment herein for the Shares, combined with other investments
      of Participant, is reasonable in relation to its net worth.

    


    (i)    Participant
      understands that the right to transfer the Shares will be restricted 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.

    


    (j)    Participant
      has been advised to consult with its 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 Participant considers
      necessary.

    


    (k)   Participant
      acknowledges that the tax consequences 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 Participant of an
      investment in the Company. Participant will look solely to and rely upon its
      own
      advisers with respect to the tax consequences of this investment

    


    (l)    All
      information which Participant has provided to the Company concerning
      Participant, its financial position and its knowledge of financial and business
      matters, and any information found in the Certificate of Accredited Investor
      Status, is truthful, accurate, correct, and complete as of the date set forth
      herein.

    


    (l)    Each
      certificate or instrument representing securities issuable pursuant to this
      Agreement will be endorsed with the following legend:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED
      OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
      ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN COMPLIANCE WITH RULE
      144
      PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR
      THE
      HOLDER OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY,
      STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM
      THE
      REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

    


    3.    Representations
      and Warranties by the Company.
      The
      Company represents and warrants that: 

    


    (a)   Due
      Incorporation.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its incorporation and has the requisite
      corporate power to own its properties and to carry on its business as now being
      conducted. The Company is duly qualified as a foreign corporation to do business
      and is in good standing in each jurisdiction where the nature of the business
      conducted or property owned by it makes such qualification necessary, other
      than
      those jurisdictions in which the failure to so qualify would not have a material
      adverse effect on the business, operations or financial condition of the
      Company.

    


    (b)   Outstanding
      Stock.
      All
      issued and outstanding shares of capital stock of the Company have been duly
      authorized and validly issued and are fully paid and
      non-assessable.

    


    (c)   Authority;
      Enforceability.
      This
      Subscription and the Rights Agreement delivered together with this Subscription
      or in connection herewith have been duly authorized, executed, and delivered
      by
      the Company and are valid and binding agreements, enforceable in accordance
      with
      their terms, subject to bankruptcy, insolvency, fraudulent transfer,
      reorganization, moratorium, and similar laws of general applicability relating
      to or affecting creditors' rights generally and to general principles of equity;
      and the Company has full corporate power and authority necessary to enter into
      this Subscription and the Rights Agreement and to perform its obligations
      hereunder and under all other agreements entered into by the Company relating
      hereto.

    


    (d)   Consents.
      No
      consent, approval, authorization, or order of any court, governmental agency
      or
      body or arbitrator having jurisdiction over the Company, the National
      Association of Securities Dealers, Inc., the Over the Counter Bulletin Board
      (the “OTC Bulletin Board”), nor the Company's stockholders is required for
      execution of this Subscription, and all other agreements entered into by the
      Company relating thereto, including, without limitation, the issuance and sale
      of the Shares, and the performance of the Company's obligations hereunder and
      under all such other agreements.

    


    (e)   The
      Shares.
      The
      Shares upon issuance:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (i)    
are,
      or
      will be, free and clear of any security interests, liens, claims or other
      encumbrances, subject to restrictions upon transfer under the Securities Act
      and
      any applicable state securities laws;

    


    (ii)    have
      been, or will be, duly and validly authorized and on the date of issuance,
      fully
      paid and nonassessable;

    


    (iii)   will
      not
      have been issued or sold in violation of any preemptive or other similar rights
      of the holders of any securities of the Company; and

    


    (iv)   will
      not
      subject the holders thereof to personal liability by reason of being such
      holders.

    


    (f)    Litigation.
      There
      is no pending or, to the best knowledge of the Company, threatened action,
      suit,
      proceeding, or investigation before any court, governmental agency or body,
      or
      arbitrator having jurisdiction over the Company that would affect the execution
      by the Company or the performance by the Company of its obligations under this
      Subscription, and all other agreements entered into by the Company relating
      hereto. There is no pending or, to the best knowledge of the Company, threatened
      action, suit, proceeding or investigation before any court, governmental agency
      or body, or arbitrator having jurisdiction over the Company, which litigation,
      if adversely determined, could have a material adverse effect on the
      Company.

    


    (g)   Reporting
      Company.
      The
      Company is a publicly held company subject to reporting obligations pursuant
      to
      Sections 15(d) and 13 of the Securities Exchange Act of 1934, as amended (the
      "Exchange Act"), and has a class of common shares registered pursuant to Section
      12(g) of the Exchange Act. 

    


    (h)   No
      General Solicitation.
      Neither
      the Company, nor any of its affiliates, nor to its knowledge, any person acting
      on its or their behalf, has engaged in any form of general solicitation or
      general advertising (within the meaning of Regulation D under the Securities
      Act) in connection with the offer or sale of the Shares.

    


    (i)    Listing.
      The
      Company's common stock is listed for trading on the OTC Bulletin Board. The
      Company has not received any oral or written notice that its common stock will
      be delisted from the OTC Bulletin Board nor that its common stock does not
      meet
      all requirements for the continuation of such quotation and the Company
      currently satisfies the requirements for the continued listing of its common
      stock on the OTC Bulletin Board.

    


    4.    Agreement
      to Indemnify Company.
      Participant hereby agrees 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 Participant’s failure to fulfill any of the
      terms and conditions of this Subscription; (ii) by reason of Participant’s
      breach of any of representations, warranties or agreements contained herein
      (including the Certificate of Accredited Investor Status); or (iii) with respect
      to any and all claims made by or involving any person, other than Participant
      personally, claiming any interest, right, title, power, or authority in respect
      to the Shares. Participant further agrees and acknowledges that these
      indemnifications shall survive any sale or transfer, or attempted sale or
      transfer, of any portion of the Shares.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    5.    Subscription
      Binding on Heirs, etc.
      This
      Subscription, upon acceptance by the Company, shall be binding upon the heirs,
      executors, administrators, successors and assigns of the Participant. If the
      undersigned is more than one person, the obligations of the undersigned shall
      be
      joint and several and the representations and warranties shall be deemed to
      be
      made by and be binding on each such person and his or her heirs, executors,
      administrators, successors, and assigns.

    


    6.    Execution
      Authorized.
      If this
      Subscription 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 Subscription 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
      Participant hereby adopts, accepts and agrees to be bound by all the terms
      and
      provisions hereof.

    


    8.    Governing
      Law.
      This
      Subscription shall be construed in accordance with the laws of the State of
      California.

    


    9.    Investor
      Information:
      (This
      must be consistent with the form of ownership selected below and the information
      provided in the Certificate of Accredited Investor Status (Exhibit
      A,
      included herewith.)

    


    
      	
              Name
                (please print):

            	 	 	 	 
	 	 	 	 	 
	
              If
                entity named above, 

            	
              By:

            	 	 	 
	 	
              Its:

            	 	 	 
	 	 	 	 	 
	
              Social
                Security or Taxpayer I.D. Number:

            	 
	 	 	 	 	 
	
              Business
                Address (including zip code):

            	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              Business
                Phone: 

            	 	 	 	 
	 	 	 	 	 
	
              Residence
                Address (including zip code):

            	 
	 	 	 	 	 
	
              Residence
                Phone: 

            	 	 	 	 


    

    


    
      	
              All
                communications to be sent to:

            
	 	 	 	 	 
	 	
              Business
                or 

            	 	 	
              Residence
                Address

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Please
      indicate below the form in which you will hold title to your interest in the
      Shares. PLEASE CONSIDER CAREFULLY. ONCE YOUR SUBSCRIPTION IS ACCEPTED, A CHANGE
      IN THE FORM OF TITLE CONSTITUTES A TRANSFER OF THE INTEREST IN THE SHARES AND
      MAY THEREFORE BE RESTRICTED BY THE TERMS OF THIS SUBSCRIPTION, AND MAY RESULT
      IN
      ADDITIONAL COSTS TO YOU. Participants should seek the advice of their attorneys
      in deciding in which of the forms they should take ownership of the interest
      in
      the Shares, because different forms of ownership can have varying gift tax,
      estate tax, income tax, and other consequences, depending on the state of the
      inves-tor's domicile and his or her particular personal
      circumstances.

    


    _______
      INDIVIDUAL OWNERSHIP (one signature required)

    


    _______
      JOINT TENANTS WITH RIGHT OF SURVIVORSHIP AND NOT AS TENANTS IN COMMON (both
      or
      all parties must sign)

    


    _______
      COMMUNITY PROPERTY (one signature required if interest held in one name, i.e.,
      managing spouse; two signatures required if interest held in both
      names)

    


    _______
      TENANTS IN COMMON (both or all parties must sign)

    


    _______
      GENERAL PARTNERSHIP (fill out all documents in the name of the PARTNERSHIP,
      by a
      PARTNER authorized to sign)

    


    _______
      LIMITED PARTNERSHIP (fill out all documents in the name of the LIMITED
      PARTNERSHIP, by a GENERAL PARTNER authorized to sign)

    


    _______
      LIMITED LIABILITY COMPANY (fill out all documents in the name of the LIMITED
      LIABILITY COMPANY, by a member authorized to sign)

    


    _______
      CORPORATION (fill out all documents in the name of the CORPORATION, by the
      President or other officer authorized to sign)

    


    _______
      TRUST (fill out all documents in the name of the TRUST, by the Trustee, and
      include a copy of the instrument creating the trust and any other documents
      necessary to show the investment by the Trustee is authorized. The date of
      the
      trust must appear on the Notarial where indicated.)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Subject
      to acceptance by the Company, the undersigned has completed this Subscription
      Agreement to evidence his/her subscription for participation in the Shares
      of
      the Company, this _______ day of ________________, at
      _________________________.

    


    


    
      	 	
              PARTICIPANT

            	 
	 	 	 
	 	 	 
	 	
              (Signature

            	 
	 	 	 	 
	 	
              By:
                

            	 	 
	 	 	 	 
	 	
              Its:
                

            	 	 


    

    


    


    


    The
      Company has accepted this subscription this _____ day of
      _________________________

    


    


    
      	 	
              “COMPANY”

            	 
	 	 	 	 
	 	
              PROCERA
                NETWORKS, INC., 

            	 
	 	
              a
                Nevada corporation

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Douglas
                Glader, CEO

            	 
	 	 	 	 
	 	 	 	 
	 	
              Address
                for notice:

            	 
	 	 	 
	 	
              Procera
                Networks, Inc.

            	 
	 	
              100
                Cooper Court

            	 
	 	
              Los
                Gatos, CA 95032

            	 
	 	
              Attn:
                Jay Zerfoss