**Exhibit
      2.8**


**FIRST
      AMENDMENT TO THE**


**FIRST
      AMENDED AND RESTATED STOCK EXCHANGE AGREEMENT**


**AND
      PLAN OF REORGANIZATION**





This **FIRST
      AMENDMENT TO THE FIRST AMENDED AND RESTATED**  **STOCK
      EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION** (the
      " ***Amendment*** ”)
      dated
      as of November ____ 2006, is by and among the former shareholders (the
“ ***Shareholders*** ”)
      of
      Netintact AB, a Swedish corporation (“ ***Netintact*** ”),
      certain third party beneficiaries of the Agreement (the “ ***Beneficiaries*** ”), (the
      Shareholders and Beneficiaries collectively referred to as “ ***Sellers*** ”);
      and
      Procera Networks, Inc., a Nevada corporation, whose principal office is located
      at 100C Cooper Court; Los Gatos, CA 95032, (“ ***Procera*** ”) .





**R
      E C I****T
      A L S**





**A.** WHEREAS,
      the Shareholders and Procera entered into a First
      Amended and Restated Stock Exchange Agreement and Plan of Reorganization on
      18
      August 2006 (the “ ***Agreement*** ”)
      and
      related exhibits (the “ ***Exhibits*** ”)
      and
      the Beneficiaries and Procera entered into Closing Date Warrant Agreements
      and
      Incentive Warrant Agreements (the “ ***Warrant
      Agreements*** ”
and
      the
      Agreement, the Exhibits and the Warrant Agreements are collectively referred
      to
      as, the “ ***Documents*** ”).





**B** . WHEREAS,
      the parties wish to amend the Documents as set forth below.





**AGREEMENT**





NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which is hereby acknowledged, the parties hereto agree as follows:





1. Section
      1.3(d) Incentive Warrants. Section
      1.3(d) of the Agreement is hereby amended and restated in entirety to read
      as
      follows:





“ **Incentive
      Warrants:** In
      addition to the Closing Date Warrants, the persons set out in **Exhibit
      A-4** hereto
      shall receive warrants to purchase one hundred twenty-three thousand two hundred
      forty-three (123,243) shares of Procera’s Common Stock (the
      “ ***Incentive
      Warrants*** ”).
      Such
      warrants shall be exercisable if, and only if **,** all of
      the milestones and conditions set forth in **Exhibit
      C** are met. Such
      warrants shall be granted to the persons and in the numbers set out in **Exhibit
      A-6** and
      pursuant to a warrant agreement substantially in the form set out in **Exhibit
      A-5** hereto
      (the “ ***Incentive
      Warrant Agreement*** ”).”





2. **Exhibit
      A-2 - Closing Date Warrant Agreement** .
      Section
      3(a) and 3(b) of Exhibit
      A-2 “Closing
      Date Warrant Agreement” and each separate Closing Date Warrant Agreement between
      Beneficiaries and Procera are hereby amended and restated in entirety to read
      as
      follows:





“ Conditions .
      Warrants may be exercised if and only if:





(a) The
      market price of the Company’s common stock is or exceeds $2.00 US for a period
      of 90 consecutive days; provided however, that should any anti-dilution
      adjustment be made pursuant to Section 6 (a) of this Agreement, a similar
      adjustment shall be made to the $2.00 US market price; and





(b) With
      the
      exception of Johan Magnusson, Holder is an employee of the Company or any
      subsidiary of the Company at the time of the exercise.”





3 . **Exhibit
      A-2 - Closing Date Warrant Agreement** .
      Section
      4(g) of Exhibit
      A-2 “Closing
      Date Warrant Agreement” and each separate Closing Date Warrant Agreement between
      Beneficiaries and Procera is hereby amended to add the following:





“(g) Notwithstanding
      anything else set forth in this Section 4, in the event Holder is an employee
      of
      the Company or any subsidiary of the Company, Holder may exercise such Warrants
      by delivering a Warrant Exercise Notice and executing a promissory note (the
      “ ***Note*** ”)
      in
      favor of the Company; provided however, that such exercise shall be in
      compliance with the Securities Act of 1933, as amended, the Securities Exchange
      Act of 1934, as amended, and other foreign, federal, state and local laws.
      Such Note
      shall become immediately due the sooner of (i) one year from execution of the
      Note; or (ii) the date on which Holder ceases to be an employee of Netintact
      or
      the Company. The Note shall be secured by the shares underlying the Warrants
      and
      shall have simple
      interest on the outstanding principal amount at the annual rate of COMERICA
      Bank’s published prime rate plus three percent.”





4. **Exhibit
      A-2 - Closing Date Warrant Agreement** .
      Section
      10(h) of Exhibit
      A-2 “Closing
      Date Warrant Agreement” and each separate Closing Date Warrant Agreement between
      Beneficiaries and Procera is hereby amended to add the following:





“Notwithstanding
      anything else set forth in this Agreement, the Company agrees to pay all social
      fees which Netintact is obligated to pay pursuant to Swedish Law for Holders
      exercising their Warrants hereunder.”





5. **Exhibit
      A-5 - Incentive Warrant Agreement** .
      Section
      13 of Exhibit
      A-5 “Incentive
      Warrant Agreement” and Section 3 of each separate Incentive Warrant Agreement
      between Beneficiaries and Procera is hereby amended and restated in entirety
      to
      read as follows:





“ Conditions .
      Warrants may be exercised if and only if:





(a) The
      market price of the Company’s common stock is or exceeds $2.00 US for a period
      of 90 consecutive days; provided however that should any anti-dilution
      adjustment be made pursuant to Section 17 (a) of this Agreement, a similar
      adjustment shall be made to the $2.00 US market price; and





(b) With
      the
      exception of Johan Magnusson, Holder is an employee of the Company or any
      subsidiary of the Company at the time of the exercise.





(c) A ll
      milestones and conditions set forth in **Exhibit
      C** are
      met.”





6. **Exhibit
      A-5 - Incentive Warrant Agreement** .
      Section
      15(g) of Exhibit
      A-5 “Incentive
      Warrant Agreement” and Section 5(g) of each separate Incentive Warrant Agreement
      between Beneficiaries and Procera is hereby amended to add the
      following:





“(g) Notwithstanding
      anything else set forth in this Section 15, in the event Holder is an employee
      of the Company or any subsidiary of the Company, Holder may exercise such
      Warrants by delivering a Warrant Exercise Notice and executing a promissory
      note
      (the “ ***Note*** ”)
      in
      favor of the Company; provided however, that such exercise shall be in
      compliance with the Securities Act of 1933, as amended, the Securities Exchange
      Act of 1934, as amended, and other foreign, federal, state and local laws.
      Such Note
      shall become immediately due the sooner of (i) one year from execution of the
      Note; or (ii) the date on which Holder ceases to be an employee of Netintact
      or
      the Company. The Note shall be secured by the shares underlying the Warrants
      and
      shall have simple
      interest on the outstanding principal amount at the annual rate of COMERICA
      Bank’s published prime rate plus three percent.”


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7. **Exhibit
      A-5 - Incentive Warrant Agreement** .
      Section
      21(h) of Exhibit
      A-5 “Incentive
      Warrant Agreement” and Section 11(h) of each separate Incentive Warrant
      Agreement between Beneficiaries and Procera is hereby added as
      follows:





“Notwithstanding
      anything else set forth in this Agreement, the Company agrees to pay all social
      fees which Netintact is obligated to pay pursuant to Swedish Law for Holders
      exercising their Warrants hereunder.”





8. **Exhibit
      C - Incentive Shares Plan** .
      The
      6 th paragraph of Exhibit C “Incentive Shares Plan” is hereby amended and restated in
      its entirety to read as follows:





“In
      order
      to be qualified for the distribution of Incentive Shares, as stated in Exhibit
      C ,
      each
      Seller must be an employee of the Company
      or any subsidiary of the Company on
      30
      June 2007, which applies both to distributions relating to Period 1 and Period
      2. Any Incentive Shares that otherwise would be subject to distribution to
      one
      or more Seller(s) had such Seller(s) remained an employee of the Company
      or any subsidiary of the Company on
      the
      relevant date shall be distributed prorata to those Sellers that remain
      employees of the Company
      or any subsidiary of the Company.”








**IN
      WITNESS WHEREOF** ,
      the
      parties hereto have executed this Agreement the day and year first above
      written.





**Procera
                Networks Inc.**
            
            **Procera
                Networks, Inc.**By:/s/
                Douglas GladderIts:President**Sellers:**
            
            /s/
                Peter AlmPeter
                Alm/s/
                Joakim EkJoakim
                Ek/s/Alexander
                HavängAlexander
                Haväng/s/
                Olle HallnäsOlle
                Hallnäs/s/
                Sven-Eric NowickiSven-Eric
                Nowicki/s/
                Jon LindenJon
                Linden/s/
                Anders GustafssonAnders
                Gustafsson




3


/s/
                Tobias RundstromTobias
                Rundstrom/s/
                Ronny SvenssonRonny
                Svensson/s/
                Fredrik JohanssonFredrik
                Johansson/s/
                Joakim AnderssonJoakim
                Andersson/s/
                Pernilla TompowskyPernilla
                Tompowsky/s/
                Thomas NilssonThomas
                Nilsson/s/
                Anders AlnengAnders
                Alneng/s/
                Johan MagnussonJohan
                Magnusson




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