Exhibit 4.1

                             PROCERA NETWORKS, INC.

                             SUBSCRIPTION AGREEMENT

                   RESTRICTED COMMON STOCK AT $2.00 PER SHARE

1.  SUBSCRIPTION:

     (a)     The  undersigned  (individually  and/or  collectively,  the
"Participant") hereby applies to purchase shares of restricted common stock (the
"Shares"  or the "Common Stock") of Procera Networks, Inc., a Nevada corporation
(the  "Company"),  in  accordance  with  the  terms  and  conditions  of  this
Subscription  Agreement  (the  "Subscription").

     (b)     Before  this  subscription  for  the  Shares  is  considered,  the
Participant  must  complete,  execute  and deliver to the Company the following:

          (i)     This  Subscription;

          (ii)    The Registration Rights Agreement, attached hereto as Exhibit
                                                                        -------
B;

          (iii)   The Warrant  Agreement,  attached hereto as Exhibit D, whereby
                                                              ---------
the  Participant  shall  acquire  the right to purchase one Share for each Share
purchased  pursuant  to  this  Subscription;  and

          (iv)    The  Participant's  check in the amount of $__________________
in  exchange  for  ____________shares  purchased, or wire transfer sent with the
following  instructions:

                      COMERICA BANK
                      275 Battery Street, Suite 1100
                      San Francisco, CA 94111
                      Attention: Special Corporate Financial Services, Br #80947
                      Routing Number:        121137522
                      Account Name:          Comerica Bank
                      Account No:            1892247352
                      Special Instructions:  Escrow #49508-0088SUB
                      Benefit Of:            Procera Networks

     (c)     This  Subscription  is  irrevocable  by  the  Participant.

     (d)     This  Subscription  is  not  transferable  or  assignable  by  the
Participant.

     (e)     This  Subscription  may  be  rejected  in  whole  or in part by the
Company  in  its sole discretion.  In the event this Subscription is rejected by
the  Company,  all  funds  and  documents  tendered  by the Participant shall be
returned.

     (f)     This  Offering,  as defined in the Private Placement Memorandum, is
scheduled  to  close on December 5, 2003 at 1:00 p.m. Pacific Standard Time (the
"Closing  Date"),  provided


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<PAGE>
the Company has received the Minimum Offering of $3,000,000. The Target Offering
is  $6,000,000.

2.  REPRESENTATIONS BY PARTICIPANT. In consideration of the Company's acceptance
of  the Subscription, I make the following representations and warranties to the
Company, to its principals, and to participating broker-dealers, if any, jointly
and severally, which warranties and representations shall survive any acceptance
of  my  subscription  of  the  Shares:

     (a)     I  have  had  the  opportunity  to  ask  questions  and receive any
additional information from persons acting on behalf of the Company to verify my
understanding  of  the  terms  thereof  and of the Company's business and status
thereof,  and  that  no  oral  information  furnished  to  the undersigned or my
advisors  in  connection  with my subscription of the Shares has been in any way
inconsistent  with  other  documentary  information  provided.

     (b)     I  acknowledge that I have not seen, received, been presented with,
or  been  solicited  by  any  leaflet,  public promotional meeting, newspaper or
magazine  article  or  advertisement,  radio or television advertisement, or any
other  form  of  advertising or general solicitation with respect to the Shares.

     (c)     The  Shares  are  being  purchased for my own account for long-term
investment  and  not  with  a  view to immediately re-sell the Shares.  No other
person  or  entity  will  have any direct or indirect beneficial interest in, or
right to, the Shares.  I or my agents or investment advisors have such knowledge
and  experience in financial and business matters that will enable me to utilize
the  information  made  available  to  me in connection with the purchase of the
Shares  to  evaluate  the  merits  and  risks  thereof  and  to make an informed
investment  decision.

     (d)     I  acknowledge  that  the Shares have not been registered under the
Securities  Act  of  1933, as amended (the "Securities Act"), or qualified under
the  California  Securities  Law,  or  any  other  applicable  blue sky laws, in
reliance, in part, on my representations, warranties and agreements made herein.

     (e)     Other  than  the  rights specifically set forth in the Registration
Rights  Agreement,  I  represent,  warrant  and  agree  that the Company and the
officers  of  the  Company (the "Company's Officers") are under no obligation to
register  or  qualify  the  Shares  under  the Securities Act or under any state
securities  law,  or  to  assist the undersigned in complying with any exemption
from  registration  and  qualification.

     (f)     I  represent that I meet the criteria for participation because (i)
I  have  a preexisting personal or business relationship with the Company or one
or  more  of its partners, officers, directors or controlling persons or (ii) by
reason  of  my business or financial experience, or by reason of the business or
financial experience of my financial advisors who are unaffiliated with, and are
not  compensated,  directly  or  indirectly,  by the Company or any affiliate or
selling  agent of the Company, I am capable of evaluating the risk and merits of
an  investment  in  the  Shares  and  of  protecting  my  own  interests;  AND

          (i)     I have minimum net worth in excess of $1,000,000, or

          (ii)    I  have  income  in excess of $200,000 or joint income with my
spouse in excess of $300,000 in each of the two most recent years, and I/we have
a  reasonable expectation of reaching the same income level in the current year;
or


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<PAGE>
          (iii)    I am a director or executive officer of the Company; or

          (iv)     If  a  trust,  the  trust  has  total  assets  in  excess  of
$5,000,000  and  was not formed for the specific purpose of acquiring the Shares
and  the  purchase  was directed by a sophisticated person as described in 7 CFR
Sec.  230.506(b)(2)(ii);  or

          (v)     If  a  corporation  or  partnership,  the  corporation  or
partnership  has total assets in excess of $5,000,000 and was not formed for the
specific  purpose  of  acquiring  the  Shares;  or

          (vi)     If  an entity, all of the equity owners meet the criteria for
participation  set  forth  in  this  Paragraph  2(f).

     (g)     I  understand  that  the  Shares are illiquid, and until registered
with  the  Securities  Exchange  Commission  or  an  exemption from registration
becomes  available,  cannot be readily sold as there will not be a public market
for  them  and  that  I  may not be able to sell or dispose of the Shares, or to
utilize  the  Shares  as  collateral for a loan.  I must not purchase the Shares
unless  I have liquid assets sufficient to assure myself that such purchase will
cause  me  no  undue  financial difficulties and that I can still provide for my
current  and possible personal contingencies, and that the commitment herein for
the  Shares,  combined with other investments of mine, is reasonable in relation
to  my  net  worth.

     (h)     I  understand  that  my  right  to  transfer  the  Shares  will  be
restricted  against  unless  the  transfer is not in violation of the Securities
Act,  the  California  Securities Law, and any other applicable state securities
laws  (including  investment  suitability  standards), that the Company will not
consent  to  a transfer of the Shares unless the transferee represents that such
transferee  meets  the  financial  suitability  standards required of an initial
participant  and  that the Company has the right, in its absolute discretion, to
refuse  to  consent  to  such  transfer.

     (i)     I  have  been  advised to consult with my own attorney or attorneys
regarding  all legal matters concerning an investment in the Company and the tax
consequences  of  purchasing  the  Shares,  and  have  done  so, to the extent I
consider  necessary.

     (j)     I  acknowledge  that the tax consequences to me of investing in the
Company will depend on my particular circumstances, and neither the Company, the
Company's  Officers,  any  other  investors,  nor  the  partners,  shareholders,
members,  managers,  agents,  officers,  directors,  employees,  affiliates  or
consultants  of  any  of  them,  will  be  responsible  or  liable  for  the tax
consequences  to  me of an investment in the Company.  I will look solely to and
rely  upon  my  own  advisers  with  respect  to  the  tax  consequences of this
investment

     (k)     All  information  which  I  have provided to the Company concerning
myself, my financial position and my knowledge of financial and business matters
is  truthful,  accurate,  correct  and complete as of the date set forth herein.

3.     REPRESENTATIONS  AND  WARRANTIES  BY THE COMPANY.  The Company represents
and  warrants  that:

     (a)     Due  Incorporation.  The  Company  is a corporation duly organized,
             ------------------
validly  existing and in good standing under the laws of the jurisdiction of its
incorporation and has the requisite corporate power to own its properties and to
carry  on its business as now being conducted.  The Company is duly qualified as
a  foreign  corporation  to  do  business  and  is  in  good  standing  in


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<PAGE>
each  jurisdiction  where the nature of the business conducted or property owned
by  it  makes  such  qualification  necessary, other than those jurisdictions in
which  the failure to so qualify would not have a material adverse effect on the
business,  operations  or  financial  condition  of  the  Company.

     (b)     Outstanding  Stock.  All  issued  and outstanding shares of capital
             ------------------
stock  of the Company have been duly authorized and validly issued and are fully
paid  and  non-assessable.

     (c)     Authority;  Enforceability.  This  Subscription,  the  Warrant
             --------------------------
Agreement,  the Registration Rights Agreement and any other agreements delivered
together  with  this  Subscription  or  in  connection  herewith  have been duly
authorized,  executed  and  delivered  by  the Company and are valid and binding
agreements  enforceable  in  accordance with their terms, subject to bankruptcy,
insolvency,  fraudulent transfer, reorganization, moratorium and similar laws of
general  applicability  relating to or affecting creditors' rights generally and
to  general  principles  of equity; and the Company has full corporate power and
authority  necessary to enter into this Subscription, the Warrant Agreement, the
Registration  Rights  Agreement  and  such  other  agreements and to perform its
obligations hereunder and under all other agreements entered into by the Company
relating  hereto.

     (d)     Additional  Issuances.  There  are  no  outstanding  agreements  or
             ---------------------
preemptive  or similar rights affecting the Company's common stock or equity and
no  outstanding  rights,  warrants  or  options  to  acquire,  or  instruments
convertible  into  or  exchangeable  for,  or  agreements or understandings with
respect  to  the sale or issuance of any shares of common stock or equity of the
Company or other equity interest in the Company, except as described on Schedule
                                                                        --------
2  attached  hereto.
-

     (e)     Consents.  No  consent,  approval,  authorization  or  order of any
             --------
court,  governmental  agency  or body or arbitrator having jurisdiction over the
Company,  the  National  Association  of  Securities Dealers, Inc., the Over the
Company  Bulletin  Board  (the  "OTC  Bulletin  Board"),  nor  the  Company's
stockholders  is  required  for  execution  of  this Subscription, and all other
agreements  entered  into  by  the  Company relating thereto, including, without
limitation,  the  issuance  and  sale  of the Shares, and the performance of the
Company's obligations hereunder and under all such other agreements.

     (f)     No  Violation  or  Conflict.  Assuming  the  representations  and
             ---------------------------
warranties  of  the  Participants in Section 2 are true and correct, neither the
issuance and sale of the Shares nor the performance of the Company's obligations
under  this  Subscription  and  all other agreements entered into by the Company
relating  thereto  by  the  Company  will:

          (i)     violate, conflict with, result in a breach of, or constitute a
default  (or  an  event  which with the giving of notice or the lapse of time or
both  would  be  reasonably  likely  to  constitute  a  default) under:  (A) the
articles  of  incorporation,  charter  or  bylaws  of  the  Company;  (B) to the
Company's  knowledge, any decree, judgment, order, law, treaty, rule, regulation
or  determination applicable to the Company of any court, governmental agency or
body,  or arbitrator having jurisdiction over the Company or over the properties
or  assets  of  the  Company;  (C) the terms of any bond, debenture, note or any
other  evidence of indebtedness, or any agreement, stock option or other similar
plan, indenture, lease, mortgage, deed of trust or other instrument to which the
Company  or  any of its affiliates is a party, by which the Company is bound, or
to  which  any  of the properties of the Company is subject; or (D) the terms of
any  "lock-up"  or similar provision of any underwriting or similar agreement to
which the Company is a party, except the violation, conflict, breach, or default
of which would not have a material adverse effect on the Company; or


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<PAGE>
          (ii)     result  in  the creation or imposition of any lien, charge or
encumbrance upon the Securities or any of the assets of the Company.

     (g)     The  Shares.  The  Shares  upon  issuance:
             -----------

          (i)     are,  or  will  be,  free and clear of any security interests,
liens, claims or other encumbrances, subject to restrictions upon transfer under
the  Securities  Act  and  any  applicable  state  securities  laws;

          (ii)     have been, or will be, duly and validly authorized and on the
date  of issuance, and upon exercise of the Warrants, the Warrant Shares will be
duly  and  validly  issued,  fully  paid  and  nonassessable  (and if registered
pursuant to the Securities Act, and resold pursuant to an effective registration
statement  will be free trading and unrestricted, provided that each Participant
complies with the prospectus delivery requirements of the Securities Act and any
state  securities  laws);

          (iii)     will  not  have  been  issued  or  sold  in violation of any
preemptive  or  other  similar  rights  of  the holders of any securities of the
Company;  and

          (iv)     will not subject the holders thereof to personal liability by
reason  of  being  such  holders.

     (h)     Litigation.  There  is  no pending or, to the best knowledge of the
             ----------
Company,  threatened action, suit, proceeding or investigation before any court,
governmental  agency or body, or arbitrator having jurisdiction over the Company
that would affect the execution by the Company or the performance by the Company
of  its  obligations  under  this Subscription, and all other agreements entered
into  by  the  Company  relating  hereto.  There  is  no pending or, to the best
knowledge  of  the Company, threatened action, suit, proceeding or investigation
before any court, governmental agency or body, or arbitrator having jurisdiction
over  the  Company,  which  litigation,  if  adversely  determined, could have a
material  adverse  effect  on  the  Company.

     (i)     Reporting  Company.  The Company is a publicly-held company subject
             ------------------
to  reporting  obligations  pursuant  to Sections 15(d) and 13 of the Securities
Exchange  Act of 1934, as amended (the "Exchange Act") and has a class of common
shares  registered  pursuant  to Section 12(g) of the Exchange Act.  Pursuant to
the  provisions of the Exchange Act, the Company has filed all reports and other
materials  required  to  be  filed  thereunder  with  the  Commission during the
preceding  twelve  months.

     (j)     No  Market  Manipulation.  The  Company has not taken, and will not
             ------------------------
take,  directly  or indirectly, any action designed to, or that might reasonably
be expected to, cause or result in stabilization or manipulation of the price of
the  common  stock of the Company to facilitate the sale or resale of the Shares
or affect the price at which the Shares may be issued or resold.

     (k)     Stop  Transfer.  The  Shares,  when  issued,  will  be  restricted
             --------------
securities.  The  Company  will not issue any stop transfer order or other order
impeding  the  sale,  resale  or delivery of any of the Shares, except as may be
required  by  any  applicable  federal  or  state  securities  laws.  Except  as
described  in this Subscription, the Company will not issue any stop transfer or
other  order  impeding  the  sale,  resale  or  delivery  of  the  Shares unless
contemporaneous notice of such instruction is given to the Participants.


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<PAGE>
     (l)     Defaults.  The  Company  is  not  in  violation  of its Articles of
             --------
Incorporation  or  ByLaws.  The  Company  is  (i)  not  in  default  under or in
violation  of  any other material agreement or instrument to which it is a party
or  by which it or any of its properties are bound or affected, which default or
violation  would  have  a  material  adverse  effect on the Company, (ii) not in
default  with respect to any order of any court, arbitrator or governmental body
or  subject  to  or  party  to  any order of any court or governmental authority
arising  out  of  any  action, suit or proceeding under any statute or other law
respecting  antitrust,  monopoly,  restraint  of  trade,  unfair  competition or
similar  matters, or (iii) to its knowledge in violation of any statute, rule or
regulation  of  any governmental authority which violation would have a material
adverse  effect  on  the  Company.

     (m)     No  Integrated  Offering.  Neither  the  Company,  nor  any  of its
             -------------------------
affiliates,  nor  any  person  acting  on  its  or their behalf, has directly or
indirectly  made  any offers or sales of any security or solicited any offers to
buy  any  security  under circumstances that would cause the offer of the Shares
pursuant  to  this  Subscription  to  be  integrated with prior offerings by the
Company  for  purposes  of  the  Securities  Act  or  any applicable stockholder
approval  provisions,  including,  without  limitation,  under  the  rules  and
regulations  of  the  OTC  Bulletin  Board,  nor  will the Company or any of its
affiliates  or  subsidiaries take any action or steps that would cause the offer
of  the  Shares  to  be  integrated  with other offerings.  The Company will not
conduct  any  offering other than the transactions contemplated hereby that will
be  integrated  with  the  offer  or  issuance  of  the  Shares.

     (n)     No  General  Solicitation.  Neither  the  Company,  nor  any of its
             -------------------------
affiliates,  nor to its knowledge, any person acting on its or their behalf, has
engaged  in  any form of general solicitation or general advertising (within the
meaning  of  Regulation D under the Securities Act) in connection with the offer
or  sale  of  the  Shares.

     (o)     Listing.  The  Company's  common stock is listed for trading on the
             -------
OTC Bulletin Board. The Company has not received any oral or written notice that
its  common  stock  will  be  delisted  from the OTC Bulletin Board nor that its
common  stock  does  not  meet  all  requirements  for  the continuation of such
quotation  and  the Company satisfies the requirements for the continued listing
of its common stock on the OTC Bulletin Board.

     (p)     No  Undisclosed  Liabilities.  The  Company  has  no liabilities or
             ----------------------------
obligations which are material, individually or in the aggregate, which have not
been disclosed to Participants, other than those incurred in the ordinary course
of  the  Company's business, since September 30, 2003 and which, individually or
in the aggregate, would reasonably be expected to have a material adverse effect
on  the  Company's  financial  condition.

     (q)     No  Undisclosed Events or Circumstances.  Since September 30, 2003,
             ---------------------------------------
no  event  or circumstance has occurred or exists with respect to the Company or
its  businesses,  properties,  operations  or  financial  condition, that, under
applicable  law,  rule or regulation, requires public disclosure or announcement
prior  to  the  date  hereof  by  the Company but which has not been so publicly
announced  or  disclosed  in  the  Reports.

     (r)     Capitalization.  The  authorized  and  outstanding capital stock of
             --------------
the  Company  as  of  the date of this Subscription and the Closing Date are set
forth  on  Schedule  1  attached hereto and in the Private Placement Memorandum.
           -----------
Except  as  set  forth  on  Schedule  2  attached  hereto, there are no options,
                            -----------
warrants,  or  rights  to  subscribe  to,  securities,  rights  or  obligations
convertible  into  or  exchangeable for or giving any right to subscribe for any
shares of capital stock of the


                                      A-6
<PAGE>
Company.  All of the outstanding shares of Common Stock of the Company have been
duly  and  validly  authorized  and issued and are fully paid and nonassessable.

     (s)     Dilution.  The  Company's  executive  officers  and  directors have
             --------
studied  and  fully  understand  the  nature of the Shares being sold hereby and
recognize  that  they have a potential dilutive effect on the interests of other
holders  of the Company's securities.  The board of directors of the Company has
concluded, in its good faith business judgment that such issuance is in the best
interests  of  the  Company.

     (t)     Correctness  of  Representations.  The  Company represents that the
             --------------------------------
foregoing  representations  and  warranties  are true and correct as of the date
hereof in all material respects, will be true and correct as of the Closing Date
in  all  material  respects,  and,  unless  the  Company  otherwise notifies the
Participants  prior  to  the  Closing  Date,  shall  be  true and correct in all
material  respects  as  of  the  Closing Date. The foregoing representations and
warranties shall survive the Closing Date for a period of one year.

4.     COVENANTS  OF  THE  COMPANY.  The  Company  covenants and agrees with the
Participants  as  follows:

     (a)     Stop  Orders.  The  Company  will  advise the Participants promptly
             ------------
after  it  receives  notice  of issuance by the Commission, any state securities
commission  or  any other regulatory authority of any stop order or of any order
preventing  or  suspending  any offering of any securities of the Company, or of
the  suspension  of  the  qualification  of  the Common Stock of the Company for
offering  or  sale  in any jurisdiction, or the initiation of any proceeding for
any  such  purpose.

     (b)     Listing.  The Company will maintain the listing of its Common Stock
             -------
on  the  OTC  Bulletin  Board  (the  "Principal Market"), and will comply in all
respects  with  the  Company's reporting, filing and other obligations under the
bylaws  or  rules  of  the  Principal  Market,  as  applicable.

     (c)     Market  Regulations.  If  required,  the  Company  shall notify the
             -------------------
Commission, the Principal Market and applicable state authorities, in accordance
with  their  requirements,  if  any,  of  the  transactions contemplated by this
Subscription,  and  shall take all other necessary action and proceedings as may
be  required and permitted by applicable law, rule and regulation, for the legal
and  valid issuance of the Shares to the participants, including the filing of a
Form  8-K  with  the  Securities  and  Exchange  Commission.

     (d)     Use  of  Proceeds.   The Purchase Price will be used by the Company
             -----------------
for  the  purposes set forth in the Private Placement Memorandum and may not and
will  not  be used for accrued and unpaid officer and director salaries, payment
of  financing related debt, redemption of redeemable notes or equity instruments
of the Company nor non-trade obligations outstanding on the Closing Date, except
as  set  forth  on  Schedule  2  attached  hereto.

     (e)     Reservation  of  Common  Stock.  The  Company undertakes to reserve
             ------------------------------
from  its  authorized  but unissued common stock, at all times that Warrants and
Options  remain  outstanding,  a  number of common shares equal to the amount of
common shares issuable upon exercise of the Warrants and Options.

     (f)     Taxes.  For  a  period  of two (2) years after the date hereof, the
             -----
Company  will  promptly  pay  and discharge, or cause to be paid and discharged,
when  due and payable, all


                                      A-7
<PAGE>
lawful  taxes,  assessments  and governmental charges or levies imposed upon the
income,  profits,  property  or business of the Company; provided, however, that
any  such  tax,  assessment,  charge  or  levy  need not be paid if the validity
thereof  shall  currently  be contested in good faith by appropriate proceedings
and  if  the  Company  shall  have set aside on its books adequate reserves with
respect  thereto,  and  provided,  further,  that  the Company will pay all such
taxes,  assessments,  charges  or  levies  forthwith  upon  the  commencement of
proceedings to foreclose any lien which may have attached as security therefore.

     (g)     Insurance.  For  a  period  of two (2) years after the date hereof,
             ---------
the  Company will keep its assets which are of an insurable character insured by
financially  sound  and  reputable  insurers  against  loss  or  damage by fire,
explosion  and  other  risks  customarily  insured  against  by companies in the
Company's  line  of  business, in amounts sufficient to prevent the Company from
becoming a co-insurer and not in any event less than 100% of the insurable value
of  the  property insured; and the Company will maintain, with financially sound
and  reputable insurers, insurance against other hazards and risks and liability
to  persons and property to the extent and in the manner customary for companies
in  similar  businesses  similarly  situated  and  to  the  extent  available on
commercially  reasonable  terms.

     (h)     Books  and  Records.  For  a period of two (2) years after the date
             -------------------
hereof,  the  Company will keep true records and books of account in which full,
true  and  correct  entries  will  be  made  of  all dealings or transactions in
relation  to  its  business  and  affairs  in accordance with generally accepted
accounting  principles  applied  on  a  consistent  basis.

     (i)     Governmental  Authorities.  For a period of two (2) years after the
             -------------------------
date hereof, the Company shall duly observe and conform in all material respects
to all valid requirements of governmental authorities relating to the conduct of
its  business  or  to  its  properties  or  assets.

     (j)     Intellectual  Property.  For  a  period  of two (2) years after the
             ----------------------
date  hereof,  the Company shall maintain in full force and effect its corporate
existence,  rights  and  franchises  and  all  licenses  and other rights to use
intellectual  property  owned  or  possessed  by  it and reasonably deemed to be
necessary  to  the  conduct  of  its  business.

     (k)     Properties.  For  a  period of two (2) years after the date hereof,
             ----------
the  Company  will  keep  its  properties  in  good  repair,  working  order and
condition,  reasonable  wear  and  tear excepted, and from time to time make all
needful  and  proper repairs, renewals, replacements, additions and improvements
thereto;  and  the  Company  will at all times comply with each provision of all
leases  to which it is a party or under which it occupies property if the breach
of  such  provision  could  reasonably  be  expected  to have a material adverse
effect.

     (l)     Confidentiality.  For  a  period  of  two  (2) years after the date
             ---------------
hereof,  the  Company agrees that it will not disclose publicly or privately the
identity  of  the  Subscribers  unless  expressly  agreed  to  in  writing  by a
Participant  or  only  to  the  extent  required  by  law.

     (m)     Offering  Restrictions.  The  Company  will  not  issue any equity,
             ----------------------
convertible  debt or other securities convertible into common stock on any terms
more  favorable  to  such  other investor than any of the terms of the Offering,
until  after  180  days  from  the Closing Date ("Exclusion Period") without the
prior  written  consent of the Subscriber, which consent may be withheld for any
reason.  Notwithstanding  the  above,  this  provision  shall  not  apply to the
issuance  of incentive stock options under the Company's 2003 Stock Option Plan.


                                      A-8
<PAGE>
     (n)     Anti-Dilution  Protection.  If  during  the  Exclusion  Period  the
             -------------------------
Company  shall  offer,  issue  or  agree to issue any Common Stock or securities
convertible  into  or exercisable for shares of Common Stock to any person, firm
or  corporation  at  a price per share or conversion or exercise price per share
which shall be less than the per share purchase price of the Shares, without the
consent  of  Subscriber  still holding Shares (the "Triggering Event"), then the
Company shall issue, for each such Triggering Event, additional shares of Common
Stock  to the Subscriber (the "Additional Shares") so that the average per share
purchase  price  of the shares of Common Stock issued to the Subscriber is equal
to  such  other  lower  price  per share.  The delivery to the Subscriber of the
Additional  Shares  shall  be  on  or  before the closing date of the Triggering
Event.  The  Additional  Shares  shall  be delivered to the Subscriber under the
same  terms as the shares issued pursuant to the Triggering Event.  For purposes
of  the issuance and adjustment described in this paragraph, the issuance of any
security  of the Company carrying the right to convert such security into shares
of  Common  Stock  or  of  any warrant, right or option to purchase Common Stock
shall  result in the issuance of the Additional Shares upon the issuance of such
convertible  security,  warrant,  right  or option and again upon any subsequent
issuances of shares of Common Stock upon exercise of such conversion or purchase
rights  if  such  issuance  is at a price lower than the then purchase price per
share of the shares of Company Stock.  This Section 4(n) shall apply only if the
Company  violates the provisions of Section 4(m) above, and this provision shall
not  apply  to  the issuance of incentive stock options under the Company's 2003
Stock  Option  Plan.

5.   COVENANTS  OF  THE  COMPANY  AND  PARTICIPANT  REGARDING INDEMNIFICATION.

     (a)     The  Company  agrees  to  indemnify,  hold  harmless, reimburse and
defend  the  Participants,  the  Participants'  officers,  directors,  agents,
affiliates,  control  persons,  and  principal  shareholders, against any claim,
cost, expense, liability, obligation, loss or damage (including reasonable legal
fees)  of  any  nature,  incurred by or imposed upon the Participant or any such
person  which  results,  arises  out  of  or  is  based  upon  (i)  any material
misrepresentation  by  Company  or  breach  of  any  warranty by Company in this
Subscription or in any Exhibits or Schedules attached hereto, or other agreement
delivered  pursuant  hereto;  or  (ii)  after  any applicable notice and/or cure
periods,  any breach or default in performance by the Company of any covenant or
undertaking  to  be  performed  by the Company hereunder, or any other agreement
entered  into  by  the  Company  and  Participant  relating  hereto.

     (b)     Each  Participant agrees to indemnify, hold harmless, reimburse and
defend  the  Company  and  each  of  the  Company's officers, directors, agents,
affiliates,  control  persons  against  any  claim,  cost,  expense,  liability,
obligation,  loss  or  damage  (including  reasonable legal fees) of any nature,
incurred by or imposed upon the Company or any such person which results, arises
out  of  or is based upon (i) any material misrepresentation by such Participant
in  this  Subscription or in any Exhibits or Schedules attached hereto, or other
agreement  delivered pursuant hereto; or (ii) after any applicable notice and/or
cure  periods,  any  breach or default in performance by such Participant of any
covenant  or  undertaking  to be performed by such Participant hereunder, or any
other agreement entered into by the Company and Participants relating hereto.

6.     AGREEMENT  TO  INDEMNIFY  COMPANY.  I  hereby agree to indemnify and hold
harmless  the  Company,  its  principals,  the  Company's  officers,  directors
attorneys,  and  agents, from any and all damages, costs and expenses (including
actual  attorneys'  fees)  which  they  may incur (i) by reason of my failure to
fulfill  any of the terms and conditions of this subscription, (ii) by reason of
my  breach  of  any  of  my  representations, warranties or agreements contained
herein;  (iii)  with  respect  to  any  and  all claims made by or involving any
person,  other than me personally,


                                      A-9
<PAGE>
claiming  any  interest,  right,  title,  power  or  authority in respect to the
Shares.  I  further  agree  and  acknowledge  that  these indemnifications shall
survive  any  sale or transfer, or attempted sale or transfer, of any portion of
the  Shares.

7.     SUBSCRIPTION  BINDING  ON HEIRS, ETC.  This Subscription, upon acceptance
by  the  Company,  shall  be  binding upon the heirs, executors, administrators,
successors  and assigns of the Participant.  If the undersigned is more than one
person,  the  obligations  of the undersigned shall be joint and several and the
representations  and  warranties shall be deemed to be made by and be binding on
each  such  person  and his or her heirs, executors, administrators, successors,
and  assigns.

8.     EXECUTION  AUTHORIZED.  If  this  Subscription is executed on behalf of a
corporation,  partnership,  trust or other entity, the undersigned has been duly
authorized  and  empowered  to legally represent such entity and to execute this
Subscription  and  all  other  instruments in connection with the Shares and the
signature  of  the  person  is  binding  upon  such  entity.

9.     ADOPTION OF TERMS AND PROVISIONS.  The Participant hereby adopts, accepts
and  agrees  to  be  bound  by  all  the  terms  and  provisions  hereof.

10.     GOVERNING  LAW.  This Subscription shall be construed in accordance with
the  laws  of  the  State  of  California.


                                      A-10
<PAGE>
11.     INVESTOR  INFORMATION:

(The  information below should be consistent with the form of ownership selected
below.)

Name (please print):____________________________________________________________

If entity named above,  By:_____________________________________________________
                        Its:____________________________________________________

Social Security or Taxpayer I.D. Number:________________________________________

Business Address (including zip code):__________________________________________
________________________________________________________________________________

Business Phone:_________________________________________________________________

Residence Address (including zip code):_________________________________________
________________________________________________________________________________

Residence Phone:________________________________________________________________

All communications to be sent to:

_____ Business  or

_____ Residence  Address

     Please  indicate  below  the  form  in  which  you  will hold title to your
interest  in  the Shares.  PLEASE CONSIDER CAREFULLY.  ONCE YOUR SUBSCRIPTION IS
ACCEPTED,  A  CHANGE IN THE FORM OF TITLE CONSTITUTES A TRANSFER OF THE INTEREST
IN THE SHARES AND MAY THEREFORE BE RESTRICTED BY THE TERMS OF THIS SUBSCRIPTION,
AND  MAY  RESULT IN ADDITIONAL COSTS TO YOU.  Subscribers should seek the advice
of  their attorneys in deciding in which of the forms they should take ownership
of  the  interest  in  the Shares, because different forms of ownership can have
varying  gift  tax, estate tax, income tax, and other consequences, depending on
the  state  of  the  investor's  domicile  and  his  or  her particular personal
circumstances.

_____ INDIVIDUAL  OWNERSHIP  (one  signature  required)

_____ JOINT  TENANTS  WITH  RIGHT  OF  SURVIVORSHIP AND NOT AS TENANTS IN COMMON
(both  or  all  parties  must  sign)

_____ COMMUNITY  PROPERTY  (one signature required if interest held in one name,
i.e.,  managing  spouse; two signatures required if interest held in both names)

_____ TENANTS  IN  COMMON  (both  or  all  parties  must  sign)

_____ GENERAL  PARTNERSHIP  (fill  out  all  documents  in  the  name  of  the
PARTNERSHIP,  by  a  PARTNER  authorized  to  sign)


                                      A-11
<PAGE>
_____ LIMITED  PARTNERSHIP  (fill  out  all documents in the name of the LIMITED
PARTNERSHIP,  by  a  GENERAL  PARTNER  authorized  to  sign)

_____ LIMITED  LIABILITY  COMPANY  (fill  out  all  documents in the name of the
LIMITED  LIABILITY  COMPANY,  by  a  member  authorized  to  sign)

_____ CORPORATION (fill out all documents in the name of the CORPORATION, by the
President  or  other  officer  authorized  to  sign)

_____ TRUST  (fill  out  all documents in the name of the TRUST, by the Trustee,
and  include a copy of the instrument creating the trust and any other documents
necessary  to show the investment by the Trustee is authorized.  The date of the
trust  must  appear  on  the  Notarial  where  indicated.)

     Subject  to  acceptance  by the Company, the undersigned has completed this
Subscription Agreement to evidence his/her subscription for participation in the
Shares of the Company, this ____ day of, 2003, at______________,_______________.



                                       _______________________________
                                       Participant



The Company has accepted this subscription this ____ day of __________, 2003.


                                       "COMPANY"

                                       PROCERA  NETWORKS,  INC.,
                                       A NEVADA CORPORATION


                                       By:_________________________
                                            Douglas Glader, CEO


                                       Address for notice:

                                       Procera Networks, Inc.
                                       3175 South Winchester Boulevard
                                       Campbell, CA 95008
                                       Attn: Jay Zerfoss


                                      A-12
<PAGE>
                                   SCHEDULE 1
                                   ----------

                                CAPITALIZATION.

                                  (omitted)



                                      A-13
<PAGE>
                                   SCHEDULE 2
                                   ----------

                              ADDITIONAL ISSUANCES

                                    (omitted)



                                      A-14
<PAGE>