**Exhibit
      10.6**


May
      10,
      2002








Mr.
      Jay
      R. Zerfoss


2500
      South Court


Palo
      Alto, CA 94301





Dear
      Jay,





We
      are
      pleased to offer you employment commencing May 1, 2002 with Procera Networks,
      Inc. (the "Company") in the exempt position of **Vice
      President—Finance/CFO**, reporting to the President/CEO.





You
      will
      be compensated as follows:





•
            Interim
                Salary:
            See
                attached Salary Schedule.





•
            Base
                Salary:
            $140,000
                annually, which is $5.384.62 per bi-weekly payroll beginning July
                29,
                2002.





•
            Stock
                Purchase:
            Upon
                commencement of your employment you may purchase Founders' shares
                of
                theCompany's
                common stock.





•
                Amount:
            600,000
                shares





•
                Vesting:
            25%
                of shares vest immediately, 25% of shares vest on May 31, 2003, and
                2.78%
                of shares vest at the end of each calendar month, beginning June
                30, 2003
                and continuing each month thereafter until fully
                vested.





•
                Purchase Price:
            $.001
                per share





•
            Vacation:
            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 on July 1, 2002. The Company reserves the right to alter its policies
      and/or to amend it benefits in 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.




We
      look
      forward to working with you at Procera Networks, Inc.





Sincerely,




/s/
      Douglas Glader


Douglas
      Glader


President
      & CEO








Offer
                accepted:
            
            Jay
                R. ZerfossNameDate:
            
            5/10/2002







**Jay
        Zerfoss**
 
 **Interim
        Salary Payment Schedule**
 
 Your
        salary for the months of May and June 2002 will be at the rate of $2,340.00
        per
        month, which is the minimum salary level for exempt employees.
 
 As
        of
        July 1, 2002 your salary will be based on the annual rate of $140,000 ($5,384.62
        per bi-weekly payroll).
 
 Below
        is
        a payment schedule for the months of May, June and July 2002. Please note
        that
        all figures are gross amounts.
 
 **Pay
                  Date:**
              **Amount:**May
                  24, 2002
              $7,200.00
              rate
                  of $2,000 per weekJune
                  7, 2002
              $4.000.00
              rate
                  of $2,000 per weekJune,
                  21, 2002
              $4,000.00
              rate
                  of $2,000 per weekJuly
                  5, 2002
              $4,692.31
              1
                  week at $2,000.001
                  week at $2,692.31