Exhibit 4.3

                             PROCERA NETWORKS, INC.

                          REGISTRATION RIGHTS AGREEMENT


     THIS  REGISTRATION  RIGHTS  AGREEMENT  (the  "Agreement")  is  made  as  of
                                                   ---------
December 5, 2003, by and among Procera Networks, Inc., a Nevada corporation (the
"Company"),  and the undersigned holders of common stock of the Company together
 -------
with their qualifying transferees (the "Holders"). Capitalized terms used herein
                                        -------
but  not  otherwise  defined shall have the meaning assigned to them the Private
Placement  Memorandum,  dated  November  14,  2003.

                                    RECITALS:

     A.     The Company has sold shares of common stock ("Common Shares") to the
                                                          -------------
Holders  pursuant to one or more Restricted Common Stock Subscription Agreements
(each  a  "Subscription").

     B.     The  sale  of the Common Shares is conditional upon the extension of
the  rights  set forth herein, and by this Agreement the Company and the Holders
desire to provide for certain rights as set forth herein.

     NOW,  THEREFORE,  in  consideration  of  the  foregoing  and  of the mutual
promises and covenants contained herein, the parties, severally and not jointly,
hereby  agree  as  follows:

                                   AGREEMENT:

     NOW,  THEREFORE,  in  consideration  of  the  foregoing  and  of the mutual
promises and covenants contained herein, the parties agree as follows:

     1.     REGISTRATION  RIGHTS.

          1.1     Definitions.  As  used  in this Agreement, the following terms
                  -----------
shall have the following respective meanings:

               (a)     The  terms  "register",  "registered"  and "registration"
                                    --------     ----------        ------------
refer  to  a  registration  effected  by  preparing  and  filing  a registration
statement  in  compliance  with  the  Securities  Act  of  1933, as amended (the
"Securities  Act"), and the declaration or ordering of the effectiveness of such
 ---------------
registration  statement.

               (b)     The  term  "Restricted  Securities" means (i) any and all
                                   ----------------------
shares of Common Stock of the Company issued and sold by the Company pursuant to
the  Restricted  Common Stock Subscription Agreement or the Common Stock Special
Warrant  Agreement  (which  shares  of  Restricted  Common Stock are referred to
herein  as the "Common Shares"); (ii) stock issued in lieu of the stock referred
                -------------
to  in  (i)  in  any reorganization which has not been sold to the public; (iii)
stock  issued in respect of the stock referred to in (i) and (ii) as a result of
a  stock split, stock dividend, recapitalization or the like, which has not been
sold  to  the public; and (iv) Common Shares issued to a Holder pursuant to that
certain  Warrant  Agreement of even date herewith and attached hereto as Exhibit
D.


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<PAGE>
               (c)     The  terms  "Holder"  or  "Holders"  means  any person or
                                    ------        -------
persons  to  whom  Restricted  Securities  were  originally issued or qualifying
transferees  under  subsection  1.9  hereof  who  hold  Restricted  Securities.

               (d)     The  term  "Initiating  Holders"  means  any  Holder  or
                                   -------------------
Holders,  of  40%  or greater of the aggregate of the Restricted Securities then
outstanding.

               (e)     The  term  "SEC"  means  the  Securities  and  Exchange
                                   ---
Commission.

               (f)     The  term "Registration Expenses" shall mean all expenses
                                  ---------------------
incurred  by  the  Company  in  complying  with  subsections 1.2 and 1.3 hereof,
including,  without limitation, all registration, qualification and filing fees,
printing  expenses,  escrow  fees,  fees  and  disbursements  of counsel for the
Company,  blue  sky  fees  and  expenses,  and the expense of any special audits
incident to or required by any such registration (but excluding the compensation
of  regular  employees  of  the  Company which shall be paid in any event by the
Company.)

          1.2     Company  Registration.
                  ---------------------

               (a)     Registration.  The  Company shall register the Restricted
                       ------------
Securities,  within  thirty  (30)  days  of the Closing Date.  Such registration
shall  include  all  of the Restricted Securities sold in the Offering and other
restricted  common  stock  of  the  Company.

               (b)     Effective  Date.  The  Company shall use its best efforts
                       ---------------
to  have  the  registration  statement  whereby  the  Restricted  Securities are
registered  (the  "Registration  Statement")  declared effective (the "Effective
Date")  by the SEC on or before 120 days after the Closing Date, as such term is
defined  in  the  Subscription.  In the event that the Registration Statement is
not declared effective on or before 120 days after the Closing Date, then:

                    (i)     The  Company shall pay to each Holder a cash payment
(the  "Delay  Payment").  The  amount  of  the  Delay Payment shall be 1% of the
Offering  Price  of  the  Common Shares purchased by the Holder in the Offering.

                    (ii)     In the event that the Registration Statement is not
declared  effective  on  or  before  151  days  after the Closing Date, then the
Company  shall  pay a second Delay Payment with the identical terms provided for
Section  1.2(b)(i) above, provided however, that the amount of the Delay Payment
shall  be  2% of the Offering Price of the Common Shares purchased by the Holder
in the Offering.  Thereafter, for every 30 days after 151 days after the Closing
Date  that  the Registration Statement is not effective, the Company shall pay a
second  Delay  Payment  to  each  Holder  with  the identical terms provided for
Section  1.2(b)(i)  above,  until  the  Registration Statement has been declared
effective,  provided,  however, that the amount of the Delay Payment shall be 2%
of  the  Offering  Price  of  the  Common  Shares purchased by the Holder in the
Offering.

                    (iii)     Notwithstanding the above, the total amount of the
Delay  Payments  paid  pursuant  to  Section  1.2  shall  not  exceed 10% of the
Restricted  Securities  purchased  by  the  Holder  in  the Offering.  Any Delay
Payments  shall  be  by  wire  transfer  and  delivered to the Holder within two
business  days  after  they  become  due.

          1.3     Expenses  of Registration.  All Registration Expenses incurred
                  -------------------------
in  connection  with  any  registration, qualification or compliance pursuant to
this Section 1 shall be borne by the Company except as follows:


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               (a)     The  Company  shall  not  be  required  to  pay  fees  or
disbursements of legal counsel to the Holders.

               (b)     The  Company  shall  not be required to pay underwriters'
fees, discounts or commissions relating to Restricted Securities.

          1.4     Registration  Procedures.  In  the  case of each registration,
                  ------------------------
qualification  or  compliance  effected  by  the Company pursuant to this Rights
Agreement,  the  Company  will keep each Holder participating therein advised in
writing  as to the initiation of each registration, qualification and compliance
and  as  to  the completion thereof.  Except as otherwise provided in subsection
1.3,  at  its  expense  the  Company  will:

               (a)     Prepare  and  file  with the SEC a registration statement
with  respect  to  such  Restricted Securities and use its best efforts to cause
such  registration  statement  to become effective, and, upon the request of the
Holders  of  a majority of the Restricted Securities registered thereunder, keep
such registration statement effective for up to 120 days or if such registration
statement  is  on Form S-3 (or any successor to Form S-3) and provides for sales
of  securities  from  time to time pursuant to Rule 415 under the Securities Act
for  up  to  one  year.

               (b)     Prepare  and  file  with  the  SEC  such  amendments  and
supplements to such registration statement and the prospectus used in connection
with  such  registration  statement  as  may  be  necessary  to  comply with the
provisions  of  the  Securities  Act  with  respect  to  the  disposition of all
securities  covered  by  such  registration  statement.

               (c)     Furnish,  without  charge, to the Holders such numbers of
copies  of  a  prospectus,  including each preliminary prospectus, in conformity
with  the  requirements  of the Securities Act, and such other documents as they
may  reasonably  request  in  order  to facilitate the disposition of Restricted
Securities  owned  by  them.

               (d)     Use  its  best  efforts  to  register  and  qualify  the
securities covered by such registration statement under such other securities or
Blue  Sky  laws  of  such  jurisdictions as shall be reasonably requested by the
Holders  or  any  managing  underwriter,  provided that the Company shall not be
required  in  connection  therewith  or  as a condition thereto to qualify to do
business  or  to file a general consent to service of process in any such states
or  jurisdictions.

               (e)     In  the  event of any underwritten public offering, enter
into  and  perform its obligations under an underwriting agreement, in usual and
customary  form,  with  the  managing underwriter of such offering.  Each Holder
participating  in  such  underwriting  shall  also  enter  into  and perform its
obligations  under  such  an  agreement.

               (f)     Notify  each  Holder  of Restricted Securities covered by
such  registration  statement  at any time when a prospectus relating thereto is
required  to be delivered under the Securities Act or the happening of any event
as  a result of which the prospectus included in such registration statement, as
then  in  effect,  includes  an  untrue statement of a material fact or omits to
state  a  material  fact  required to be stated therein or necessary to make the
statements  therein  not  misleading  in  the  light  of  the circumstances then
existing.

                    (i)     make available for inspection by a representative of
the  Holders, the managing underwriter participating in any disposition pursuant
to  such  registration  statement  and  one  firm of attorneys designated by the
Holders  (upon  execution  of  customary  confidentiality  agreements reasonably
satisfactory  to  the  Company  and  its  counsel),  at  reasonable


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times  and  in  reasonable  manner,  financial  and other records, documents and
properties  of  the  Company  that are pertinent to the conduct of due diligence
customary  for  an  underwritten offering, and cause the officers, directors and
employees  of  the Company to supply all information reasonably requested by any
such  representative,  underwriter or attorney in connection with a registration
statement  as  shall be necessary to enable such persons to conduct a reasonable
investigation  within  the  meaning  of  Section  11  of  the  Securities  Act.

                    (ii)     use  its  best  efforts  to  cause  all  Restricted
Securities  covered  by  a registration statement to be listed on any securities
exchange or any automated quotation system on which similar securities issued by
the  Company  are  then  listed;

                    (iii)     cause  to  be  provided  to  the  Holders that are
selling Restricted Securities pursuant to such registration statement and to the
managing  underwriter if any disposition pursuant to such registration statement
is  an  underwritten  offering,  upon  the  effectiveness  of  such registration
statement, a customary "10b-5" opinion of independent counsel (an "Opinion") and
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a  customary  "cold comfort" letter of independent auditors (a "Comfort Letter")
                                                                --------------
in each case addressed to such Holders and managing underwriter, if any;

                    (iv)     notify  in  writing  the  Holders  that are selling
Restricted  Securities  pursuant to such registration statement and any managing
underwriter  if  any  disposition  pursuant to such registration statement is an
underwritten  offering, (A) when the registration statement has become effective
and  when  any  post-effective  amendment  thereto  has  been  filed and becomes
effective,  (B)  of any request by the SEC or any state securities authority for
amendments  and  supplements  to  the  registration statement or of any material
request  by the SEC or any state securities authority for additional information
after  the  registration  statement has become effective, (C) of the issuance by
the  SEC  or  any  state  securities  authority of any stop order suspending the
effectiveness of the registration statement or the initiation of any proceedings
for  that  purpose,  (D)  if,  between  the  effective  date of the registration
statement  and the closing of any sale of Restricted Securities covered thereby,
the  representations and warranties of the Company contained in any underwriting
agreement, securities sales agreement or other similar agreement, including this
Agreement,  relating  to disclosure cease to be true and correct in all material
respects  or  if  the  Company  receives  any  notification  with respect to the
suspension  of  the  qualification  of the Restricted Securities for sale in any
jurisdiction  or  the  initiation of any proceeding for such purpose, (E) of the
happening of any event during the period the registration statement is effective
such  that  such  registration  statement  or the related prospectus contains an
untrue  statement  of a material fact or omits to state a material fact required
to  be stated therein or necessary to make statements therein not misleading (in
the  case of a prospectus, in light of circumstances under which they were made)
and  (F)  of any determination by the Company that a post-effective amendment to
the  registration  statement  would be appropriate.  The Holders hereby agree to
suspend, and to cause any managing underwriter to suspend, use of the prospectus
contained  in  a registration statement upon receipt of such notice under clause
(C),  (E)  or  (F)  above  until,  in the case of clause (C), such stop order is
removed  or  rescinded  or,  in the case of clauses (E) and (F), the Company has
amended or supplemented such prospectus to correct such misstatement or omission
or  otherwise.

     If  the  notification  relates to an event described in clauses (E) or (F),
the  Company  shall  promptly  prepare  and  furnish  to  such  seller  and each
underwriter,  if any, a reasonable number of copies of a prospectus supplemented
or amended so that, as thereafter delivered to the purchasers of such Restricted
Securities,  such prospectus shall not include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to  make  the  statements  therein  no  misleading.


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                    (v)     provide  and cause to be maintained a transfer agent
and  registrar  for  all such Restricted Securities covered by such registration
statement  not  later  than  the  effective date of such registration statement;

                    (vi)     deliver  promptly  to  each Holder participating in
the  offering and each underwriter, if any, copies of all correspondence between
the  SEC  and the Company, its counsel or auditors and all memoranda relating to
discussions  with  the  SEC  and  its  staff  with  respect  to the registration
statement,  other  than  those portions of any such correspondence and memoranda
which  contain  information subject to attorney-client privilege with respect to
the Company, and, upon receipt of such confidentiality agreements as the Company
may  reasonably  request, make reasonably available for inspection by any Holder
of  such  Restricted  Securities  covered by such registration statement, by any
underwriter, if any, participating in any disposition to be effected pursuant to
such  registration  statement  and  by  any  attorney, accountant or other agent
retained by any such Holder or any such underwriter, all pertinent financial and
other  records, pertinent corporate documents and properties of the Company, and
cause  all  of  the  Company's  officers,  directors and employees to supply all
information  reasonably  requested  by  any  such Holder, underwriter, attorney,
accountant or agent in connection with such registration statement;

                    (vii)     use  its  best efforts to obtain the withdrawal of
any order suspending the effectiveness of the registration statement;

                    (viii)     provide  a  CUSIP  number  for  all  Restricted
Securities not later than the effective date of the registration statement;

                    (ix)     make  reasonably  available  its  employees  and
personnel and otherwise provide reasonable assistance to the underwriters in the
marketing of Restricted Securities in any underwritten offering;

                    (x)     promptly  prior  to the filing of any document which
is  to  be  incorporated  by  reference  into  the registration statement or the
prospectus  (after  the  initial  filing of such registration statement) provide
copies of such document to counsel to the seller of Restricted Securities and to
the  managing  underwriter,  if  any,  and  make  the  Company's representatives
reasonably  available  for  discussion of such document and make such changes in
such document concerning such sellers prior to the filing thereof as counsel for
such  sellers  or  underwriters  may  reasonably  request;  and

                    (xi)     cooperate with the sellers of Restricted Securities
and  the  managing underwriter, if any, to facilitate the timely preparation and
delivery  of  certificates  not bearing any restrictive legends representing the
Restricted  Securities  to  be  sold, and cause such Restricted Securities to be
issued in such denominations and registered in such names in accordance with the
underwriting  agreement  prior  to  any  sale  of  Restricted  Securities to the
underwriters  or,  if  not  an  underwritten  offering,  in  accordance with the
instructions  of  the  sellers  of Restricted Securities at least three business
days  prior  to  any  sale  of  Restricted  Securities.

          1.5     Indemnification.
                  ---------------

               (a)     The  Company  will  indemnify  and  hold  harmless to the
fullest extent permitted by law each Holder of Restricted Securities and each of
its  officers,  directors and partners, and each person controlling such Holder,
with  respect  to  which such registration, qualification or compliance has been
effected  pursuant  to  this Rights Agreement, and each underwriter, if any, and
each person who controls any underwriter of the Restricted Securities held by or
issuable  to  such


                                      B-5
<PAGE>
Holder,  against  all  claims,  losses,  expenses,  damages  and liabilities (or
actions  in respect thereto) arising out of or based on (i) any untrue statement
(or  alleged  untrue statement) of a material fact contained in any registration
statement  under  which such securities were registered under the Securities Act
or the omission or alleged omission to state therein a material fact required to
be  stated  therein  or necessary to make the statements therein not misleading;
(ii)  any  untrue  statement  (or  alleged  untrue statement) of a material fact
contained  in any preliminary, final or summary prospectus, offering circular or
other  document  (including  any related registration statement, notification or
the  like)  incident  to  any such registration, qualification or compliance, or
based  on  any  omission  (or alleged omission) to state therein a material fact
required  to  be  stated  therein or necessary to make the statement therein, in
light  of  the  circumstances  under which they were made, or not misleading, or
(iii)  any  violation or alleged violation by the Company of the Securities Act,
the  Securities  Exchange  Act  of 1934, as amended, (the "Exchange Act") or any
                                                           ------------
state  securities  law  applicable  to  the  Company  or  any rule or regulation
promulgated under the Securities Act, the Exchange Act or any such state law and
relating  to  action  or inaction required of the Company in connection with any
such  registration,  qualification  of  compliance, and will reimburse each such
Holder,  each  of  its  officers,  directors  and  partners,  and  each  person
controlling  such Holder, each such underwriter and each person who controls any
such  underwriter,  within  a  reasonable  amount of time after incurred for any
reasonable  legal  and  any  other  expenses  incurred  in  connection  with
investigating,  defending or settling any such claim, loss, damage, liability or
action;  provided,  however,  that  the  indemnity  agreement  contained in this
subsection  1.5(a)  shall  not  apply  to amounts paid in settlement of any such
claim, loss, damage, liability, or action if such settlement is effected without
the  consent  of the Company (which consent shall not be unreasonably withheld);
and  provided  further,  that the Company will not be liable in any such case to
the  extent  that  any such claim, loss, damage or liability arises out of or is
based  on  any  untrue  statement  or  omission  based  upon written information
furnished  to  the  Company  by  an  instrument  duly executed by such Holder or
underwriter  specifically  for  use  therein.

               (b)     Each  Holder  will,  if  Restricted Securities held by or
issuable  to  such  Holder  are  included  in  the  securities  as to which such
registration,  qualification  or compliance is being effected, severally and not
jointly,  indemnify and hold harmless to the fullest extent permitted by law the
Company,  each  of  its directors and officers, each underwriter, if any, of the
Company's  securities  covered by such a registration statement, each person who
controls  the  Company  within the meaning of the Securities Act, and each other
such  Holder,  each  of  its  officers,  directors  and partners and each person
controlling  such  Holder,  against  all  claims,  losses, expenses, damages and
liabilities  (or  actions  in  respect  thereof)  arising out of or based on any
untrue  statement  (or alleged untrue statement) of a material fact contained in
any  such  registration  statement,  prospectus,  offering  circular  or  other
document, or any omission (or alleged omission) to state therein a material fact
required  to  be  stated therein or necessary to make the statements therein not
misleading,  and  will  reimburse  the  Company,  such  Holders, such directors,
officers,  partners,  persons  or  underwriters  for any reasonable legal or any
other  expenses incurred in connection with investigating, defending or settling
any  such  claim, loss, damage, liability or action, in each case to the extent,
but only to the extent, that such untrue statement (or alleged untrue statement)
or  omission  (or  alleged  omission)  is  made  in such registration statement,
prospectus,  offering  circular  or  other  document  in  reliance  upon  and in
conformity with written information furnished to the Company by the Holder in an
instrument  duly executed by such Holder specifically for use therein; provided,
however,  that the indemnity agreement contained in this subsection 1.5(b) shall
not  apply  to  amounts  paid  in  settlement  of  any such claim, loss, damage,
liability  or  action  if such settlement is effected without the consent of the
Holder,  (which  consent  shall not be unreasonably withheld); provided further,
that the total amount for which any Holder shall be liable under this subsection
1.5(b)  shall  not  in any event exceed the net proceeds received by such Holder
from the sale of Restricted Securities held by such Holder in such registration;
and  provided  further, that a Holder will not be liable in any such case to the
extent  that


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any  such  claim,  loss,  damage  or  liability arises out of or is based on any
untrue  statement  or  omission  based upon written information furnished to the
Holder by an instrument duly executed by the Company or underwriter specifically
for  use  therein.

               (c)     Each  party  entitled  to  indemnification  under  this
subsection 1.5 (the "Indemnified Party") shall give notice to the party required
                     -----------------
to  provide  indemnification  (the  "Indemnifying  Party")  promptly  after such
                                     -------------------
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought,  and  shall  permit  the Indemnifying Party to assume the defense of any
such  claim or any litigation resulting therefrom; provided that counsel for the
Indemnifying  Party,  who shall conduct the defense of such claim or litigation,
shall  be  approved  by  the  Indemnified  Party  (whose  approval  shall not be
unreasonably  withheld),  and  the  Indemnified  Party  may  participate in such
defense  at  such party's expense; and provided further, that the failure of any
Indemnified  Party  to  give  notice  as  provided  herein shall not relieve the
Indemnifying  Party  of  its  obligations  hereunder,  except to the extent such
failure  resulted  in material prejudice to the Indemnifying Party; and provided
further,  that an Indemnified Party (together with all other Indemnified Parties
which  may  be represented without conflict by one counsel) shall have the right
to  retain  one  separate  counsel, with the fees and expenses to be paid by the
Indemnifying  Party,  if representation of such Indemnified Party by the counsel
retained  by  the  Indemnifying  Party  would  be inappropriate due to actual or
potential differing interests between such Indemnified Party and any other party
represented  by  such counsel in such proceeding.  No Indemnifying Party, in the
defense  of any such claim or litigation, shall, except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into any settlement
which  does  not  include  as  an  unconditional  term thereof the giving by the
claimant  or plaintiff to such Indemnified Party of a release from all liability
in  respect  to  such  claim  or  litigation.

               (d)     If  for any reason the foregoing indemnity is unavailable
or is insufficient to hold harmless an indemnified party under Section 1.5, then
each  Indemnifying  Party shall contribute to the amount paid or payable by such
Indemnified  Party as a result of any Claim in such proportion as is appropriate
to  reflect  the  relative fault of the Indemnifying Party, on the one hand, and
the  Indemnified  Party,  on  the  other  hand, with respect to such offering of
securities.  The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission  or  alleged  omission  to state a material fact relates to information
supplied  by  the  Indemnifying  Party or the Indemnified Party and the parties'
relative  intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission.  If, however, the allocation provided
in  the  second preceding sentence is not permitted by applicable law, then each
Indemnifying  Party  shall  contribute  to  the  amount  paid or payable by such
Indemnified  Party in such proportion as is appropriate to reflect not only such
relative  faults,  but  also  any  other relevant equitable considerations.  The
parties  hereto  agree  that it would not be just and equitable if contributions
pursuant  to this Section 1.5(d) were to be determined by pro rata allocation or
by any other method of allocation which does not take into account the equitable
considerations  referred  to  in the preceding sentences of this Section 1.5(d).
The  amount  paid  or payable in respect of any Claim shall be deemed to include
any  legal  or  other  expenses reasonably incurred by such Indemnified Party in
connection  with investigating or defending any such Claim.  No person guilty of
fraudulent  misrepresentation  (within  the meaning of Section 11(f) of the U.S.
Securities  Act)  shall  be entitled to contribution from any person who was not
guilty  of  such fraudulent misrepresentation.  Notwithstanding anything in this
Section  1.5  to  the  contrary,  no Indemnifying Party (other than the Company)
shall  be  required  pursuant to this Section 1.5(d) to contribute any amount in
excess  of the net proceeds received by such Indemnifying Party from the sale of
Restricted  Securities  in  the offering to which the losses, claims, damages or
liabilities  of  the  Indemnified  Parties  relate,  less  the  amount  of  any
indemnification  payment  made  pursuant  to  Section  1.5.


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<PAGE>
               (e)     The  indemnity  agreements  contained  herein shall be in
addition  to  any  other  rights  to  indemnification  or contribution which any
Indemnified  Party  may  have  pursuant  to  law  or  contract  and shall remain
operative  and  in full force and effect regardless of any investigation made or
omitted  by,  or  on  behalf  of,  any  Indemnified  Party and shall survive the
transfer of the Restricted Securities by any such party.

          1.6     Information  by  Holder.  Any  Holder or Holders of Restricted
                  -----------------------
Securities  included  in  any registration shall promptly furnish to the Company
such  information regarding such Holder or Holders and the distribution proposed
by  such Holder or Holders as the Company may request in writing and as shall be
required  in  connection  with  any  registration,  qualification  or compliance
referred  to  herein.

          1.7     Rule  144  Reporting.  With  a  view  to  making  available to
                  --------------------
Holders  the  benefits  of  certain  rules  and regulations of the SEC which may
permit the sale of the Restricted Securities to the public without registration,
the  Company  agrees  at  all  times  to:

               (a)     make  and  keep  public  information  available, as those
terms  are  understood  and  defined  in  SEC  Rule 144, after 90 days after the
effective date of the first registration filed by the Company for an offering of
its  securities  to  the  general  public;

               (b)     file  with  the  SEC  in  a timely manner all reports and
other  documents  required  of  the  Company  under  the  Securities Act and the
Exchange  Act  (at  any  time  after  it  has  become  subject to such reporting
requirements);  and

               (c)     so  long  as  a Holder owns any Restricted Securities, to
furnish to such Holder forthwith upon request a written statement by the Company
as  to  its  compliance with the reporting requirements of said Rule 144 (at any
time  after 90 days after the effective date of the first registration statement
filed  by  the Company for an offering of its securities to the general public),
and  of the Securities Act and the Exchange Act (at any time after it has become
subject  to  such  reporting  requirements), a copy of the most recent annual or
quarterly  report  of the Company, and such other reports and documents so filed
by  the  Company as the Holder may reasonably request in complying with any rule
or regulation of the SEC allowing the Holder to sell any such securities without
registration.

          1.8     Transfer of Registration Rights.  Holders' rights to cause the
                  -------------------------------
Company  to register their securities and keep information available, granted to
them  by  the  Company  under  subsections  1.2  and  1.7,  may be assigned to a
transferee  or  assignee  of  (i) at least 100,000 shares (as adjusted for stock
splits,  stock  dividends, recapitalizations and like events), (ii) the transfer
is  in  connection  with the transfer of all shares of a Holder, or (iii) to any
constituent  partners  or  members of a Holder which is a partnership or limited
liability  company, or to affiliates (as such term is defined in Rule 405 of the
Securities  Act)  of  a  Holder, provided, that (a) the Company is given written
notice  by  such  Holder  at  the time of or within a reasonable time after said
transfer,  stating  the  name  and  address  of said transferee or assignee; and
identifying  the  securities  with respect to which such registration rights are
being  assigned;  and (b) solely as to transfers pursuant to clause (iii) above,
any  transferees or assignees agree to act through a single representative.  The
Company  may  prohibit the transfer of any Holders' rights under this subsection
1.8  to  any proposed transferee or assignee who the Company reasonably believes
is  a  competitor  of  the  Company.  Notwithstanding  anything  else  in  this
subsection  1.8,  any  Holder  may transfer rights to a transferee of a Holder's
Restricted  Securities if such transferee is a partner, member or shareholder or
a retired partner, member or shareholder of such Holder.


                                      B-8
<PAGE>
          1.9     Limitations on Subsequent Registration Rights.  From and after
                  ---------------------------------------------
the date hereof, the Company shall not, without the prior written consent of the
Holders  (which  consent  will  not be unreasonably withheld) of not less than a
majority  of the Restricted Securities then outstanding enter into any agreement
with  any  holder  or  prospective holder of any securities of the Company which
would allow such holder or prospective holder to demand any registration if such
inclusion  would  adversely  affect  the rights of any Holder (or any qualifying
transferee under subsection 1.8) under such subsections.

          1.10     "Market  Stand-Off"  Agreement.  Each  Holder  hereby  agrees
                   ------------------------------
that,  during  the  period  of duration (not to exceed 90 days) specified by the
Company  and  an  underwriter of common stock or other securities of the Company
following  the effective date of an IPO or reverse merger with a public company,
it  shall  not,  to  the  extent  requested by the Company and such underwriter,
directly or indirectly sell, offer to sell, contract to sell (including, without
limitation,  any  short sale), grant any option to purchase, pledge or otherwise
transfer  or  dispose  of (other than to donees who agree to be similarly bound)
any  securities  of the Company held by it at any time during such period except
common stock included in such registration; provided, however, that:

               (a)     such agreement shall be applicable only to the first such
registration  statement  of  the  Company  which  covers  common stock (or other
securities) to be sold on its behalf to the public in an offering.

     In  order  to  enforce  the  foregoing  covenant,  the  Company  may impose
stop-transfer  instructions  with  respect  to the Restricted Securities of each
Holder  (and  the  shares  of  securities  of  every other person subject to the
foregoing  restriction)  until  the  end  of  such  period.

          1.11     Delay  of  Registration.  No  Holder shall have any rights to
                   -----------------------
take any actions to restrain, enjoin, or otherwise delay any registration as the
result of any controversy that might arise with respect to the interpretation or
implementation  of  this  Section  1.

          1.12     Termination  of  Registration  Rights.  No  holder  shall  be
                   -------------------------------------
entitled  to  exercise any right provided for in this Section 1 at any time when
such  Holder  may sell all its shares in a three (3) month period under Rule 144
of  the  Act.

     2.     AFFIRMATIVE  COVENANTS OF THE COMPANY.  The Company hereby covenants
and  agrees  as  follows:

          2.1     Annual  Financial  Information.  The  Company shall deliver to
                  ------------------------------
each  Holder  of  at  least  ten  thousand  (10,000)  Restricted  Securities  (a
"Qualified  Holder") as soon as practicable after the end of each fiscal year of
 -----------------
the  Company,  but  in  any  event  within  120  days  thereafter, statements of
operations,  shareholders'  equity  and cash flows of the Company for such year,
and  a  balance  sheet  of the Company as of the end of such year, such year-end
financial  reports  to  be  in  reasonable  detail,  prepared in accordance with
generally  accepted  accounting  principles ("GAAP"), and audited by independent
                                              ----
public  accountants  of  national  standing  selected  by the Company's Board of
Directors.

          2.2     Inspection.  The  Company  shall permit each Qualified Holder,
                  ----------
at  such  Qualified  Holder's  expense,  to  visit  and  inspect  the  Company's
properties,  to  examine  its  books  of  account and records and to discuss the
Company's  affairs,  finances  and  accounts  with  its  officers,  all  at such
reasonable times as may be requested by the Qualified Holder; provided, however,
that  the  Company shall not be obligated pursuant to this subsection to provide
access  to any information which it reasonably considers to be a trade secret or
similar  confidential  information.


                                      B-9
<PAGE>
          2.3     Termination  of  Information  Covenants and Confidentiality of
                  --------------------------------------------------------------
Information.  The  covenants of the Company set forth in subsections 2.1 and 2.2
-----------
shall  terminate as to the Qualified Holder and be of no further force or effect
when the Company first becomes subject to the periodic reporting requirements of
Section 12(g) or 15(d) of the Securities Exchange Act of 1934, as amended.  Each
Qualified  Holder agrees that it will keep confidential and will not disclose or
divulge any confidential, proprietary or secret information which such Purchaser
may  obtain  from  the  Company,  and  which  the Company has prominently marked
"confidential",  "proprietary"  or "secret" or has otherwise identified as being
 ------------     -----------       ------
such, pursuant to financial statements, reports and other materials submitted by
the  Company  as required hereunder, unless such information is or becomes known
to  the  Qualified Holder from a source other than the Company without violation
of  any  rights  of  the Company, or is or becomes publicly known, or unless the
Company  gives  its  written  consent  to the Qualified Holder's release of such
information,  except  that  no  such  written consent shall be required (and the
Qualified Holder shall be free to release such information to such recipient) if
such information is to be provided to a Qualified Holder's counsel or accountant
(and  the  provision of such information is directly necessary in order for such
recipient  provide  services to Qualified Holder), or to an officer, director or
partner  of  a Qualified Holder, provided that the Qualified Holder shall inform
the recipient of the confidential nature of such information, and such recipient
agrees  in  writing  in  advance  of  disclosure  to  treat  the  information as
confidential.

          2.4     Right  of  First  Refusal.  Until 180 days after the Effective
                  -------------------------
Date,  the  Holder  shall  be given not less than seven (7) business day's prior
written  notice (the "Rights Notice") of any proposed sale by the Company of its
common stock or other securities or debt obligations, except in connection with:
(i)  employee  stock  options  or  compensation  plans;  or (ii) full or partial
consideration  in  connection  with  any  merger,  consolidation  or purchase of
substantially  all  of  the  securities  or  assets  of any corporation or other
entity.  The  Holder  shall  have the right upon receipt of the Rights Notice to
purchase  such offered common stock, debt or other securities in accordance with
the  terms  and  conditions set forth in the Rights Notice for a period of seven
(7)  days.  In  the event that the terms and conditions in the Rights Notice are
materially altered after delivery to the Holder and prior to the closing of such
sale,  then  this  Right of First Refusal shall be reset, such that Holder shall
have  an  additional  seven (7) days to purchase the common stock, debt or other
securities.

     3.     GENERAL.

          3.1     Waivers  and  Amendments.  With  the  written  consent  of the
                  ------------------------
record  holders  of  at  least  a  majority  of  the  Restricted Securities, the
obligations  of  the  Company and the rights of the parties under this Agreement
may  be  waived  (either  generally  or  in  a  particular  instance,  either
retroactively  or  prospectively,  and  either for a specified period of time or
indefinitely),  and  with  the  same  consent  the  Company,  when authorized by
resolution  of  its Board of Directors, may enter into a supplementary agreement
for  the  purpose  of  adding  any  provisions  to  or changing in any manner or
eliminating  any of the provisions of this Agreement; provided, however, that no
such  modification, amendment or waiver shall reduce the aforesaid percentage of
Restricted  Securities  without  the  consent  of  all  of  the  Holders  of the
Restricted Securities. Notwithstanding the foregoing, subsections 2.1, 2.2, 2.3,
2.4  and  2.7  may be amended only with the written consent of the Company and a
majority of the shares then held by Qualified Holders.  Upon the effectuation of
each  such  waiver, consent, agreement of amendment or modification, the Company
shall  promptly  give  written  notice  thereof  to  the  record  holders of the
Restricted  Securities  or  Qualified  Holders, as the case may be, who have not
previously consented thereto in writing.  This Agreement or any provision hereof
may  be changed, waived, discharged or terminated only by a statement in writing
signed  by  the party against which enforcement of the change, waiver, discharge
or  termination is sought, except to the extent provided in this subsection 3.1.
In  addition,  the Company will grant the Holders any rights of first refusal or
registration  rights  granted  to  subsequent purchasers of the Company's equity
securities


                                      B-10
<PAGE>
to  the  extent that such subsequent rights are superior, in good faith judgment
of  the  Company's  Board  of Directors, to those granted in connection with the
transaction.

          3.2     Governing  Law.  This  Agreement  shall  be  governed  in  all
                  --------------
respects  by  the  laws  of  the State of California as such laws are applied to
agreements  between  California  residents  entered  into  and  to  be performed
entirely  within  California  without  regard to its conflict of law principles.

          3.3     Successors  and  Assigns.  Except  as  otherwise  expressly
                  ------------------------
provided  herein,  the  provisions  hereof shall inure to the benefit of, and be
binding  upon,  the  successors, assigns, heirs, executors and administrators of
the  parties  hereto.

          3.4     Entire  Agreement.  Except  as set forth below, this Agreement
                  -----------------
and the other documents delivered pursuant hereto constitute the full and entire
understanding  and  agreement  between  the  parties with regard to the subjects
hereof  and  thereof,  and  this  Agreement shall supersede and cancel all prior
agreements  between the parties hereto with regard to the subject matter hereof.

          3.5     Notices,  etc.  All  notices and other communications required
                  -------------
or  permitted  hereunder shall be in writing and shall be delivered by overnight
courier  service  or  mailed  by first class mail, postage prepaid, certified or
registered mail, return receipt requested, addressed (a) if to any Purchaser, at
such  party's  address  as  set forth in the Company's records, or at such other
address  as such party shall have furnished to the Company in writing, or (b) if
to  the  Company,  at  such  address  as the Company shall have furnished to the
Purchaser  in  writing.

          3.6     Severability.  In  case  any provision of this Agreement shall
                  ------------
be invalid, illegal, or unenforceable, the validity, legality and enforceability
of  the  remaining  provisions  of  this Agreement or any provision of the other
Agreement s shall not in any way be affected or impaired thereby.

          3.7     Titles  and  Subtitles.  The  titles  of  the  sections  and
                  ----------------------
subsections  of this Agreement are for convenience of reference only and are not
to  be  considered  in  construing  this  Agreement.

          3.8     Counterparts.  This Agreement may be executed in any number of
                  ------------
counterparts,  each  of  which  shall  be an original, but all of which together
shall  constitute  one  instrument.



                                      B-11
<PAGE>
IN  WITNESS WHEREOF, the parties hereby have executed this Agreement on the date
set  forth  underneath  their  respective  signatures  below.

                                    "COMPANY"

                                    PROCERA NETWORKS, INC.,
                                    A NEVADA CORPORATION


                                    By: /s/ Doug Glader
                                       ---------------------------------------
                                        Doug Glader, Chief Executive Officer

                                    Date:    December 5       ,  2003
                                           -------------------

                                    "HOLDER"



                                    By: /s/
                                       ---------------------------------------
                                    Print: [signed by all Holders]
                                       ---------------------------------------
                                    Date:    December 5       ,  2003
                                           -------------------




                                      B-12
<PAGE>