Exhibit 10.1

                             PROCERA NETWORKS, INC.
                             2003 STOCK OPTION PLAN


     1.     PURPOSES  OF  THE  PLAN
            -----------------------

     The  purposes  of  this  2003  Stock  Option  Plan  (the "Plan") of Procera
Networks, Inc., a Nevada corporation (the "Company") are to:

     (i)     Encourage selected officers and key employees to accept or continue
employment  with  the  Company  or  its  Affiliates;  and

     (ii)     Increase  the  interest  of  selected  officers,  directors,  key
employees  and consultants in the Company's welfare through participation in the
growth in value of the common stock of the Company ("Common Stock").

     Options  granted  under  this  Plan  ("Options")  may  be  "incentive stock
options"  ("ISOs")  intended  to  satisfy the requirements of Section 422 of the
Internal  Revenue  Code  of  1986,  as  amended  (the  "Code"), or "nonqualified
options"  ("NQOs").

     2.     ELIGIBLE  PERSONS
            -----------------

     Every person who at the date of grant of an Option is a key employee of the
Company or of any Affiliate (as defined below) (including employees who are also
officers or directors of the Company or of any Affiliate) is eligible to receive
NQOs  or ISOs under this Plan.  The term "Affiliate" as used in the Plan means a
parent  or  subsidiary  corporation  as  defined  in  the  applicable provisions
(currently Sections 424(e) and (f), respectively) of the Code.  Every person who
is  a  director  of or consultant to the Company or any Affiliate at the date of
grant of an Option is eligible to receive NQOs under this Plan.

     3.     STOCK  SUBJECT  TO  THIS  PLAN
            ------------------------------

     Subject  to  the  provisions  of  Section  6.1.1  of  the Plan, the maximum
aggregate number of shares of stock that may be granted pursuant to this Plan is
Two Million Five Hundred Thousand (2,500,000) shares of Common Stock. The shares
unexercised shall become available again for grants under the Plan.

     4.     ADMINISTRATION
            --------------

     4.1     Board  of  Directors.  This Plan shall be administered by the Board
             --------------------
of  Directors  of  the  Company  (the  "Board"). No member of the Board shall be
liable  for  any decision, action, or omission respecting the Plan, any options,
or  any  option  shares.

     4.2     Disinterested  Administration.  From  and  after  such  time as the
             -----------------------------
Company  registers  a  class  of  equity  securities  under  Section  12  of the
Securities  Exchange  Act  of  1934,  as amended (the "Exchange Act"), this Plan
shall  be  administered  in  accordance  with  the  disinterested administrative
requirements of Rule 16b-3 promulgated by the Securities and Exchange Commission
("Rule  16b-3"),  or  any  successor  rule  thereto.

     4.3     Authority  of  the  Board  of  Directors.  Subject  to  the  other
             ----------------------------------------
provisions  of this Plan, the Board shall have the authority, in its discretion:
(i)  to  grant  Options;  (ii)  to determine the fair market of the Common Stock
subject  to  Options;  (iii) to determine the exercise price of Options granted;
(iv)  to  determine the persons to whom, and the time or times at which, Options
shall  be  granted,  and  the  number  of  shares subject to each Option; (v) to
interpret this Plan; (vi) to prescribe, amend, and rescind rules and regulations
relating  to  this  Plan;  (vii)  to  determine the terms and provisions of each
Option  granted (which need not be identical), including but not limited to, the
time  or times at which Options shall


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be  exercisable; (viii) with the consent of the optionee, to modify or amend any
Option;  (ix)  to  defer  (with  the  consent of the optionee) or accelerate the
exercise  date  or vesting of any Option; (x) to authorize any person to execute
on  behalf  of the Company any instrument evidencing the grant of an Option; and
(xi)  to  make  all  other  determinations deemed necessary or advisable for the
administration  of  this  Plan.  The  Board, in its discretion, may delegate its
duties  with  respect to the Plan to a committee of directors (the "Compensation
Committee")  as  it  deems  proper.

     4.4     Determinations  Final.  All  questions  of  interpretation,
             ---------------------
implementation,  and  application of this Plan shall be determined by the Board.
Such determinations shall be final and binding on all persons.

     5.     GRANTING  OF  OPTIONS:  STOCK  OPTION  AGREEMENT
            ------------------------------------------------

     5.1     Ten-Year  Term.  No  Options shall be granted under this Plan after
             --------------
ten (10) years from the date of adoption of this Plan by the Board.

     5.2     Stock  Option  Agreement.  Each  Option  shall  be  evidenced  by a
             ------------------------
written stock option agreement, in form satisfactory to the Company, executed by
the  Company  and  the person to whom such Option is granted; provided, however,
that the failure by the Company, the optionee, or both to execute a stock option
agreement  shall  not  invalidate  the  granting  of  any  Option.

     5.3     Designation  as  ISO  or  NQO.  The  stock  option  agreement shall
             -----------------------------
specify  whether  each  Option it evidences is a NQO or an ISO.  Notwithstanding
designation of any Option as an ISO or a NQO, if the aggregate fair market value
of  the  shares  under Options designated as ISOs which would become exercisable
for  the  first time by any Optionee at a rate in excess of one hundred thousand
dollars  ($100,000)  in any calendar year (under all plans of the Company), then
unless  otherwise  provided in the stock option agreement or by the Compensation
Committee,  such  Options  shall  be  NQOs to the extent of the excess above one
hundred  thousand dollars ($100,000).  For purposes of this Section 5.3, Options
shall  be  taken  into  account in the order in which they were granted, and the
fair  market  value of the shares shall be determined as of the time the Option,
with  respect  to  such  shares,  is  granted.

     5.4     Grant  to  Prospective  Employees.  The  Board  or  Compensation
             ---------------------------------
Committee  may  approve  the grant of Options under this Plan to persons who are
expected  to  become  employees of the Company, but who are not employees at the
date  of  approval.  In  such cases, the Option shall be deemed granted, without
further  approval,  on the date the optionee is first treated as an employee for
payroll  purposes.

     6.     TERMS  AND  CONDITIONS  OF  OPTIONS
            -----------------------------------

     Each Option granted under this Plan shall be designated as a NQO or an ISO.
Each  Option  shall  be subject to the terms and conditions set forth in Section
6.1.  NQOs  shall  be  also  subject  to  the  terms and conditions set forth in
Section 6.2, but not those set forth in Section 6.3.  ISOs shall also be subject
to the terms and conditions set forth in Section 6.3, but not those set forth in
Section  6.2.

     6.1     Terms and Conditions to Which Options Are Subject.  Options granted
             -------------------------------------------------
under  this  Plan  shall,  as provided in Section 6, be subject to the following
terms  and  conditions:

          6.1.1     Changes  in Capital Structure.  The existence of outstanding
                    -----------------------------
Options  shall  not  affect  the  Company's  right  to  effect  adjustments,
recapitalizations,  reorganizations,  or  other  changes  in  its  or  any other
corporation's  capital  structure  or business, any merger or consolidation, any
issuance  of bonds, debentures, preferred, or prior preference stock ahead of or
affecting  Common  Stock, the dissolution or liquidation of the Company's or any
other  corporation's  assets  or  business  or  any  other corporate act whether
similar  to  the events described above or otherwise.  Subject to Section 6.1.2,
if the stock of the Company is changed by reason of a stock split, reverse stock
split,  stock  dividend,  recapitalization, or other event, or converted into or
exchanged  for  other  securities  as  a  result  of  a  merger,  consolidation,
reorganization, or other event, appropriate adjustments shall be made in (i) the
number  and  class  of shares of stock subject to this Plan and each outstanding
Option;  provided,  however,  that  the  Company  shall not be required to issue
fractional  shares  as  a  result to any such adjustments.  Each such adjustment
shall  be  subject  to  approval  by  the  Compensation  Committee  in  its sole
discretion,  and  may be made without regard to any resulting tax consequence to
the  optionee.


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<PAGE>
          6.1.2     Corporate  Transactions.  In connection with (i) any merger,
                    -----------------------
consolidation,  acquisition,  separation,  or  reorganization in which more than
fifty  percent (50%) of the shares of the Company outstanding immediately before
such  event  are  converted  into  cash  or  into  another  security,  (ii)  any
dissolution  or  liquidation of the Company or any partial liquidation involving
fifty percent (50%) or more of the assets of the Company, (iii) any sale of more
than fifty percent (50%) of the Company's assets, or (iv) any like occurrence in
which  the  Company is involved, the Board or the Compensation Committee may, in
its  absolute  discretion,  do one or more of the following upon ten days' prior
written notice to all optionees; (a) accelerate any vesting schedule to which an
Option  is  subject;  (b)  cancel Options upon payment to each optionee in cash,
with respect to each Option to the extent then exercisable, of any amount which,
in  the  absolute  discretion  of  the  Board  or the Compensation Committee, is
determined  to be equivalent to any excess of the market value (at the effective
time  of such event) of the consideration that such optionee would have received
if  the  Option  had  been exercised before the effective time over the exercise
price  of  the  Option;  (c)  shorten  the  period during which such Options are
exercisable  (provided  they  remain  exercisable,  to  the  extent  otherwise
exercisable,  for  at least ten days after the date the notice is given); or (d)
arrange  that  new  option  rights  be substituted for the option rights granted
under  this  Plan,  or  that the Company's obligations as to Options outstanding
under this Plan be assumed, by an employer corporation other than the Company or
by  a  parent or subsidiary of such employer corporation.  The actions described
in  this  Section  6.1.2  may  be  taken  without  regard  to  any resulting tax
consequence  to  the  optionee.

          6.1.3     Time of Option Exercise.  Except as necessary to satisfy the
                    -----------------------
requirements  of  Section  422  of  the  Code  and subject to Section 5, Options
granted  under  this Plan shall be exercisable at such times as are specified in
the  written  stock option agreement relating to such Option: provided, however,
that  so  long as the optionee is a director or officer, as those terms are used
in  Section 16 of the Exchange Act, such Option may not be exercisable, in whole
or  in  part,  at any time prior to the six (6) month anniversary of the date of
the  Option grant, unless the Board or the Compensation Committee determine that
the  foregoing  provision is not necessary to comply with the provisions of Rule
16b-3  or  that  Rule  16b-3  is not applicable to the Plan.  No Option shall be
exercisable,  however,  until  a  written  stock  option  agreement  in  form
satisfactory  to  the  Company  is executed by the Company and the optionee. The
Board or the Compensation Committee, in its absolute discretion, may later waive
any  limitations  respecting  the  time  at which an Option or any portion of an
Option  first  becomes  exercisable.

          6.1.4     Option  Grant Date.  Except as provided in Section 5.4 or as
                    ------------------
otherwise specified by the Board, the date of grant of an Option under this Plan
shall be the date as of which the Board approves the grant.

          6.1.5     Nonassignability  of Option Rights.  No Option granted under
                    ----------------------------------
this  Plan  shall be assignable or otherwise transferable by the optionee except
by  will,  by  the  laws of descent and distribution, or pursuant to a qualified
domestic relations order (limited in the case of an ISO, to a qualified domestic
relations  order that effects a transfer of an ISO that is community property as
part  of a division of community property).  During the life of the optionee, an
Option shall be exercisable only by the optionee.

          6.1.6     Payment.  Except as provided below, payment in full shall be
                    -------
made for all stock purchased at the time written notice of exercise of an Option
is  given  to  the Company, and proceeds of any payment shall constitute general
funds  of  the  Company.  Payment  may  be  made in cash, by promissory note, by
delivery  to  the  Company of shares of Common Stock owned by the optionee (duly
endorsed in favor of the Company or accompanied by a duly endorsed stock power),
or  by  any  other  form  of  consideration  and method of payment to the extent
permitted  under  or  the  stock option agreement or applicable law.  Any shares
delivered shall be valued as of the date of exercise of the Option in the manner
set  forth in Section 6.1.12.  Optionees may not exercise Options by delivery of
shares more frequently than at six (6)month intervals.

          6.1.7     Termination  of  Employment.  Unless determined otherwise by
                    ---------------------------
the  Board  in  its  absolute  discretion  to  the extent not already expired or
exercised,  every  Option granted under this Plan shall terminate at the earlier
of  (a)  the Expiration Date (as defined in Section 6.1.13) or (b) upon the date
of termination of employment with the Company or any Affiliate; provided that if
termination  of  employment is due to the optionee's "disability" (as determined
in  accordance  with  Section  22(e)(3)  of  the  Code),  the  optionee,  or the
optionee's  personal representative, may at any time within six (6) months after
the  termination  of  employment  (or  such lesser period as is specified in the


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<PAGE>
stock option agreement but in no event after the Expiration Date of the Option),
exercise the option to the extent it was exercisable at the date of termination;
and  provided further that if termination of employment is due to the Optionee's
death,  the Optionee's estate or a legal representative thereof, may at any time
within and including six (6) months after the date of death of Optionee (or such
lesser  period  as  is  specified  in the stock option agreement but in no event
after  the  Expiration Date of the Option), exercise the option to the extent it
was  exercisable  at  the date of termination.  Transfer of an optionee from the
Company  to  an  Affiliate or vice versa, or from one Affiliate to another, or a
leave of absence due to sickness, military service, or other cause duly approved
by  the Company, shall not be deemed a termination of employment for purposes of
this Plan.  For the purpose of this Section 6.1.7, "employment" means engagement
with  the  Company  or  any Affiliate of the Company either as an employee, as a
director,  or  as  a  consultant.

          6.1.8     Repurchase  of  Stock.  In  addition  to  the right of first
                    ---------------------
refusal  set  forth  in  Section 6.1.9, at the time it grants Options under this
Plan,  the  Company  may  retain,  for  itself or others, rights to purchase the
shares acquired under the Option or impose other restrictions on the transfer of
such  shares.  The terms and conditions of any such rights or other restrictions
shall be set forth in the stock option agreement evidencing the Option.

          6.1.9     Withholding  and  Employment Taxes.  At the time of exercise
                    ----------------------------------
of  an  Option  (or  at  such  later  time(s) as the Company may prescribe), the
optionee shall remit to the Company in cash all applicable (as determined by the
Company  in its sole discretion) federal and state withholding taxes.  The Board
may,  in  the exercise of its sole discretion, permit an optionee to pay some or
all of such taxes by means of a promissory note on such terms as the Board deems
appropriate.  If  authorized  by  the  Board  in its sole discretion, and if the
Option  has  been held for six (6) months or more, an optionee may elect to have
shares  of  Common Stock which are acquired upon exercise of the Option withheld
by the Company or to tender to the Company other shares of Common Stock or other
securities  of the Company owned by the optionee on the date of determination of
the amount of tax to be withheld as a result of the exercise of such Option (the
"Tax  Date")  to pay the amount of tax that is required by law to be withheld by
the  Company  as  a  result  of  the  exercise of such Option, provided that the
election  satisfies  the  following  requirements:

               (i)     the election shall be irrevocable, shall be made at least
six  (6)  months  before  the  Option  exercise,  and  shall  be  subject to the
disapproval  of  the  Board  at  any  time  before  consummation  of  the Option
exercise;  or

               (ii)     the  election shall be made in advance to take effect in
a  subsequent  "window  period"  (as  defined  below)  in  which  the  Option is
exercised,  and  the  Board shall approve the election when it is made or at any
time thereafter up to consummation of the Option exercise; or

               (iii)     the  election  shall be made in a window period and the
approval  of  the Board shall be given after the election is made and within the
same  window  period,  and  the Option exercise shall be consummated within such
window  period;  or

               (iv)     shares  or  other  previously  owned securities shall be
tendered (but stock shall not be withheld) at any time up to the consummation of
the  Option  exercise  (in which event, neither a prior irrevocable election nor
window  period  timing  shall  be  required).

     Notwithstanding  the  foregoing,  clauses  (ii)  and  (iii)  shall  not  be
available  until  the  Company has been subject to the reporting requirements of
the Securities Exchange Act of 1934 for at least one (1) year.

     A  "window  period"  is  the  period  beginning  on  the third business day
following  the  date  of  release for publication of quarterly or annual summary
statements  of  sales and earnings and ending on the 12th business day following
such  date.  Any  securities  so  withheld  or  tendered  shall be valued by the
Company  as  of  the  Tax  Date.

          6.1.10     Other  Provisions.  Each Option granted under this Plan may
                     -----------------
contain  such  other  terms, provisions, and conditions not consistent with this
Plan  as  may  be  determined by the Board, and each ISO granted under this Plan
shall  include  such  provisions  and conditions as are necessary to qualify the
Option  as  an "incentive stock option" within the meaning of Section 422 of the
Code.


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<PAGE>
          6.1.11     Determination  of  Value.  For  purposes  of  the Plan, the
                     ------------------------
value  of Common Stock or other securities of the Company shall be determined as
follows:

               (i)     If  the stock of the Company is listed on any established
stock  exchange  or  a  national market system, including without limitation the
National  Market  System  of  the  National  Association  of  Securities Dealers
Automated  Quotation  System  or  the  Over the Counter Bulletin Board, its fair
market  value  shall be the average trading price for the shares of common stock
of  the  Company  over  a thirty (30) day period prior to the valuation date, as
reported  in  the  Wall  Street  Journal.
                   ---------------------

               (ii)     If  the  stock  of  the Company is regularly quoted by a
recognized  securities  dealer  but  selling  prices  are not reported, its fair
market value shall be the mean between the high bid and low asked prices for the
stock  on the date the value is to be determined (or if there is no quoted price
for  the date of grant,  then for the last preceding business day on which there
was  a  quoted  price).

               (iii)     If  the stock of the Company is as described in Section
6.1.12(i)  or  (ii),  but  is restricted by law, contract, market conditions, or
otherwise as to salability or transferability, its fair market value shall be as
set  forth  in Section 6.1.12(i) or (ii), as appropriate, less, as determined by
the  Board,  an  appropriate  discount,  based  on  the  nature and terms of the
restrictions.

               (iv)     In  the  absence of an established market for the stock,
the  fair  market value thereof shall be determined by the Board, with reference
to the Company's net worth, prospective earning power, dividend-paying capacity,
and  other relevant factors, including the goodwill of the Company, the economic
outlook  in  the  Company's industry, the Company's position in the industry and
its  management,  and the values of stock of other corporations in the same or a
similar  line  of  business.

          6.1.12     Option  Term.  No Option shall be exercisable more than ten
                     ------------
years after the date of grant, or such lesser period of time as set forth in the
stock  option  agreement  (the  end of the maximum exercise period stated in the
stock  option  agreement  is referred to in this Plan as the "Expiration Date").
No  ISO  granted  to  any  person  who  owns,  directly or by attribution, stock
possessing more than ten (10%) percent of the total combined voting power of all
classes  of stock of the Company or any Affiliate ( a "Ten Percent Stockholder")
shall  be  exercisable  more  than  five  (5)  years  after  the  date of grant.

          6.1.13     Exercise  Price.  The  exercise price of any Option granted
                     ---------------
to  any  Ten  Percent Stockholder shall in no event be less than one hundred and
ten  percent  (110%)  of  the  fair  market value (determined in accordance with
Section  6.1.12)  of  the  stock covered by the Option at the time the Option is
granted.

          6.1.14     Compliance  with Securities Laws.  The Company shall not be
                     --------------------------------
obligated  to  offer  or  sell  any shares upon exercise of an Option unless the
shares are at that time effectively registered or exempt from registration under
the  federal  securities laws and the offer and sale of the shares are otherwise
in  compliance with all applicable state and local securities laws.  The Company
shall  have  no  obligation  to register the shares under the federal securities
laws  or  take  whatever other steps may be necessary to enable the shares to be
offered and sold under federal or other securities laws.  Upon exercising all or
any portion of an Option, an optionee may be required to furnish representations
or  undertakings deemed appropriate by the Company to enable the offer  and sale
of  the  Option  shares or subsequent transfers of any interest in the shares to
comply  with  applicable  securities laws.  Stock certificates evidencing shares
acquired  upon  exercise of options shall bear any legend required by, or useful
for  purposes  of compliance with, applicable securities laws, this Plan, or the
stock  option  agreement  evidencing  the  Option.

     6.2     Terms  and  Conditions  to  Which  Only  NQOs Are Subject.  Options
             ---------------------------------------------------------
granted  under  this  Plan  which are designated as NQOs shall be subject to the
following  additional  terms  and  conditions:

          6.2.1     Exercise  Price.  Except as set forth in Section 6.1.14, the
                    ---------------
exercise  price  of a NQO shall not be less than eighty five (85) percent of the
fair  market  value  (determined in accordance with Section 6.1.12) of the stock
subject  to  the  Option  on  the  date  of  grant.


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<PAGE>
     6.3     Terms  and  Conditions  to  Which  Only  ISOs Are Subject.  Options
             ---------------------------------------------------------
granted  under  this  Plan  which are designated as ISOs shall be subject to the
following  additional  terms  and  conditions:

          6.3.1     Exercise  Price.  Except as set forth in Section 6.1.14, the
                    ---------------
exercise  price  of an ISO shall be determined in accordance with the applicable
provisions  of the Code and shall in no event be less than the fair market value
(determined  in  accordance  with  Section  6.1.12)  of the stock covered by the
Option  at  the  time  the  Option  is  granted.

          6.3.2     Disqualifying Dispositions.  If stock acquired upon exercise
                    --------------------------
of  an ISO is disposed of in a "disqualifying disposition" within the meaning of
Section  422  of  the  Code,  the  holder  of  the  stock immediately before the
disposition  shall  notify  the  Company in writing of the date and terms of the
disposition  and  comply  with  any other requirements imposed by the Company in
order  to enable the Company to secure any related income tax deduction to which
it  is  entitled.

     7.     MANNER  OF  EXERCISE
            --------------------

     7.1     Notice  of  Exercise.  An  optionee  wishing  to exercise an Option
             --------------------
shall  give  written notice to the Company at its principal executive office, to
the  attention  of  the  officer  of  the Company designated by the Compensation
Committee,  accompanied  by payment of the exercise price as provided in Section
6.1.6.  The  date  the  Company receives written notice of an exercise hereunder
accompanied by payment of the exercise price and, if required, by payment of any
federal  or  state  withholding  or  employment taxes required to be withheld by
virtue  of exercise of the Option will be considered as the date such Option was
exercised.

     7.2     Issuance  of  Certificates.  Subject  to  applicable provisions set
             --------------------------
forth in the stock option agreement, promptly after receipt of written notice of
exercise  of an Option, the Company shall, without stock issue or transfer taxes
to  the optionee or other person entitled to exercise the Option, deliver to the
optionee  or  such  other person a certificate or certificates for the requisite
number  of shares of stock.  Unless the Company specifies otherwise, an optionee
or transferee of an optionee shall not have any privileges as a shareholder with
respect  to  any  stock  covered  by the Option  until the date of issuance of a
stock certificate.  Subject to Section 6.1.1 hereof, no adjustment shall be made
for dividends or other rights for which the record date is prior to the date the
certificates  are  delivered.

     8.     EMPLOYMENT  RELATIONSHIP
            ------------------------

     Nothing  in  this Plan or any Option granted hereunder shall interfere with
or  limit  in  any  way  the right of the Company or of any of its Affiliates to
terminate  any  optionee's  employment at any time, nor confer upon any optionee
any  right  to  continue  in the employ of the Company or any of its Affiliates.

     9.     AMENDMENTS  TO  PLAN
            --------------------

     The  Board  may  amend  this  Plan  at any time.  Without the consent of an
optionee,  no  amendment  may  affect outstanding Options except to conform this
Plan  and  ISOs granted under this Plan to federal or other tax laws relating to
incentive stock options.  No amendment shall require shareholder approval unless
shareholder  approval  is  required to preserve incentive stock option treatment
for  tax  purposes or the Board otherwise concludes that shareholder approval is
advisable.

     10.     SHAREHOLDER  APPROVAL:  TERM
             ----------------------------

     The  Board  of  Directors of the Company adopted this Plan as of August 27,
2003.  This  Plan  shall  terminate ten (10) years after initial adoption by the
Board unless terminated earlier by the Board.  The Board may terminate this Plan
without  shareholder approval.  No Options shall be granted after termination of
this  Plan,  but  termination  shall  not  affect  rights  and obligations under
then-outstanding  Options.


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