Exhibit 10.3





CONFIDENTIAL                                                  September 17, 2003
------------


Mr. Douglas J. Glader
2198 Crystal Hills Court
San Jose, CA 95138

Dear Doug,

On  behalf  of Procera Networks, Inc. (the "Company"), I am pleased to offer you
the  position  of  President,  CEO and Chairman of the Board of the Company. You
will report directly to the Company's board of directors (the "Board").

EFFECTIVE DATE: The effective date of this Agreement is October 1, 2003.

SALARY:  Your  salary  shall  increase  to  $245,000 annually (subject to normal
withholdings) when the Company successfully closes its current private placement
raising  a minimum of $4 million (the "Private Placement").  Performance reviews
will  take  place  annually  on  the anniversary of this Agreement. Compensation
adjustments  will  be  determined  by  the  Board  or the Compensation Committee
thereof  (the  "Compensation  Committee").

ANNUAL PERFORMANCE BONUS:  You will be eligible to receive an annual performance
bonus of  80% of your base salary if you achieve performance goals as determined
mutually by you and the Board.  Performance bonuses will be paid out annually as
soon  as  practical  after  your  annual  review.


BENEFITS:  You  will  be  entitled  to  receive  the  following  benefits:  (i)
Health/Dental/Vision  Insurance  Benefits.  The  Company shall provide insurance
-----------------------------------------
for  you  and your immediate family for medical, dental and vision coverage, and
shall  pay  100%  of  the  premiums  for such coverage commensurate with Company
policy; (ii) Disability Insurance:  The Company shall provide you with long term
             --------------------
disability  insurance  coverage  at the rate of sixty percent (60%) of your base
compensation  in  the event that you becomes "permanently disabled" as that term
is  defined  by  such  insurance  disability  policy;  (iii) Life Insurance; The
                                                                  ---------
Company  shall  make  payments  to  you  for  the  payment by you of a term life
insurance  policy  with  a  death  benefit of $1,000,000 for the benefit of your
designated beneficiary(ies) for as long as you remain an employee; (iv) Vacation
                                                                        --------
and  Holidays.  You  shall  not  accrue  compensation  for vacation or holidays.
-------------
However,  the  Company acknowledges that four weeks of vacation per year and all
company  declared  holidays  are  allowable,  paid  personal  days  off for you.


                                        1
<PAGE>
PAYMENT OF PAST DUE OBLIGATIONS:  The Company is 16 months in arrears on payment
of compensation to you.  The total obligation now stands at $159,840 on a pretax
basis.  In  consideration  of  the mutual covenants contained in this Agreement,
the  Company  agrees  to  pay  to  you  $59,220 pretax on your execution of this
agreement  and  $59,220  pretax  on  the  completion  of  the Private Placement.

EMPLOYMENT  AT WILL. Your employment with the Company pursuant to this agreement
(the  "Employment")  shall  be "at will," meaning that either you or the Company
shall  be  entitled to terminate your Employment at any time and for any reason,
with  or without cause.  Either you or the Company may terminate your Employment
at  any  time  and  for any reason (or no reason), and with or without cause, by
giving  the  other  party  notice  in  writing.

INVOLUNTARY TERMINATION OTHER THAN FOR CAUSE OR DEATH: Should your Employment be
involuntarily  terminated  for any reason other than cause or death, the Company
will  continue  to pay your then current base salary for an additional 18 months
provided  you  execute a general release of all known and unknown claims against
the  company.  Involuntary  termination  includes  cause, death, disability or a
reduction  without your consent in your title, compensation or responsibility as
further defined below. If your Employment terminates by reason of your voluntary
resignation,  cause or death then you shall not be entitled to receive severance
benefits  under this Agreement.  Your benefits will continue under the Company's
then  existing  benefits  plans  and  policies in accordance with such plans and
policies  in  effect on the date of termination as such plans and policies apply
to  terminated  employees.

DEFINITIONS.  For  the  purposes  of  this Agreement, "Cause" shall mean (i) the
commission  by you of an act of fraud or embezzlement, (ii) your material breach
of  the  Proprietary Information and Inventions Agreement previously executed by
you,  (iii)  your  conviction of a felony, (iv) your  willful misconduct, or (v)
your  willful  failure to render services to the Company in accordance with your
Employment  which  failure  amounts  to a material neglect of your duties to the
Company.  Permanent  Disability  shall  not  constitute cause.  For all purposes
under  this  Agreement,  "Permanent Disability" shall mean that the, at the time
notice  is  given,  you have  failed to perform your duties under this Agreement
for  a  period  of  not  less  than  90  consecutive  days as the result of your
incapacity  due  to  physical  or  mental  injury,  disability  or  illness.
"Involuntary  Termination"  shall  mean the termination of your Employment which
occurs  by  reason  of  your  death,  involuntary  dismissal or discharge by the
Company  for  reasons  other than Cause, or your voluntary resignation following
(i)  a  change  in  your  position  with the Company which materially reduces or
materially  and  adversely  alters  your  duties  or responsibility, or (ii) the
relocation of your principal place of employment by more than 50 miles, provided
and  only  if  such  reduction  or  alteration  or relocation is effected by the
Company  without  his  consent.

INDEMNIFICATION:  To the fullest extent permitted by applicable law, the Company
agrees  to  indemnify,  defend  and  hold  you harmless from any and all claims,
actions, costs, expenses, damages and liabilities, including without limitation,
reasonable  attorneys'  fees,  hereafter  or  heretofore  arising  out  of or in
connection  with your Employment.  To the fullest extent permitted by applicable
law,  the  Company  shall  advance to you expenses of defending any such action,
claim or proceeding.  However, the Company shall not indemnify you or defend you
against,  or  hold  him  harmless  from,  any  claims,  damages,  expenses  or
liabilities,  including  attorneys' fees, resulting from the gross negligence or
willful  misconduct  on your part or otherwise falling


                                        2
<PAGE>
outside the scope of your Employment. For purposes of this paragraph, no act, or
failure  to  act,  on  your  part  shall be considered "willful" unless done, or
omitted  to be done, not in good faith and without reasonable belief by you that
your  action  or  omission was in the best interests of the Company. The duty to
indemnify shall survive the expiration or early termination of this Agreement as
to  any  claims  based  on facts or conditions, which occurred or are alleged to
have  occurred  prior  to  expiration  or  termination

TERMINATION  OF  AGREEMENT.  This Agreement shall terminate when all obligations
of  the  parties  hereunder  have  been  satisfied.

DISPUTES  SETTLED  BY  ARBITRATION:  The  parties  agree  to submit all disputes
arising out of this agreement to binding arbitration  in the state of California
and  in  accordance  with  the  provisions  of  the  California Civil Procedure.

OUTSIDE  ACTIVITIES:  While  you  render  services  to the Company, you will not
assist any person or organization in competing with the Company, in preparing to
compete with the Company or in hiring any employees of the Company.

ENTIRE  AGREEMENT: This letter contains all of the terms of your Employment with
the  Company and supersedes any prior understandings or agreements, whether oral
or  written,  between  you  and  the  Company.

AMENDMENT  AND  GOVERNING  LAW:  This  letter  agreement  may  not be amended or
modified  except  by  an  express  written  agreement  signed  by you and a duly
authorized  officer  of  the  Company.  The  terms  of  this  letter  agreement
California law will govern agreement and the resolution of any disputes.


Sincerely,


Procera Networks, Inc.


By:  /s/  Tom  Williams
     ------------------
          Tom  Williams
A member of the Board of Directors


Accepted By:

Douglas J. Glader


/s/  Douglas J. Glader                                 Date:  September 17, 2003
------------------------


                                        3
<PAGE>