Exhibit 10.4

                             PROCERA NETWORKS, INC.
                              3175 WINCHESTER BLVD.
                               CAMPBELL, CA 95008




May 27, 2003

Gregory Dewing
6680 Crystal Springs Drive
San Jose, CA 95120

Re:  Employment with Procera Networks, Inc

Dear  Greg:

Today  Procera  Networks,  Inc.  signed  a  Definitive Agreement to merge with a
non-active  public  company. Procera's merging partner is a public company shell
which  has  no  employees, no assets, and no liabilities. The name of the merged
company  will  be  Procera  Networks,  Inc. On the basis of this merger, Procera
intends  to raise $5 Million in equity investment between now and July 30, 2003.

We  wish  to  offer  you  an  Exempt position as Vice-President-Sales, reporting
directly  to  the  CEO,  with  Procera  Networks, Inc.(the "Company"), with your
employment to commence on June 9, 2003.

For the services rendered, you will be paid an annual base salary of $80,000 and
an  incentive  target  of $80,000, based on sales performance, from date of hire
until  the date the Company has received a total of $4 Million in equity funding
(the  "Funding  Date").  On  the  Funding  Date, your annual base salary will be
increased  to  $100,000  and the target sales performance incentive to $100,000.
Employees  will  be  paid  every  second  Friday, beginning June 20, 2003. As an
employee  of  the  Company, you shall be provided with 15 days of paid time-off,
paid  Holidays,  medical  insurance,  and  dental  insurance  in accordance with
Company  policies.  Paid time-off shall begin accruing upon commencement of your
employment  at  the  rate  of  4.6  hours  per bi-weekly pay period. You will be
required  to  execute  the  Company's  standard Non-Disclosure and Assignment of
Inventions  Agreement.

Shares of the Company's common stock which you purchased as a Founder and shares
of  common  stock which you accepted as consideration for your signed Settlement
and  Release  Agreement  are  100%  vested.

Your  employment  shall be at the will of either party. Accordingly, if for some
reason  you  are  not happy or satisfied with your employment, you may terminate
your  employment  at  any  time.  In  addition,  the  Company may terminate your
employment at any time, with or


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without  cause,  as  well.  This  offer is subject to satisfactory proof of your
right  to  work  in  the  United  States.

Additionally,  you  shall  be  required  to comply with the Company's employment
policies and work and safety rules in effect from time to time.

If  you  agree  with  the  terms and conditions set forth in this letter, please
acknowledge your agreement by signing in the space below and returning a copy of
this  letter  to  the  Company.

Greg,  your participation and support during the Company's initial start-up year
is very much appreciated and we look forward to you joining our team again as we
move  forward  to  re-start  the  Company.

                                                Sincerely,

                                                    s/s D.J. Glader
                                                ----------------------
                                                Doug J. Glader, CEO
                                                Procera Networks, Inc.

AGREED TO AND ACCEPTED:
----------------------


    s/s Gregory T. Dewing
-----------------------------
Gregory Dewing

      6/9/03
-----------------------------
Date


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