Exhibit 4.5
                             PROCERA NETWORKS, INC.

                                WARRANT AGREEMENT

                   RESTRICTED COMMON STOCK AT $2.00 PER SHARE

     THE  SECURITIES  REPRESENTED  HEREBY  HAVE  BEEN  ACQUIRED  BY INVESTOR FOR
INVESTMENT  AND  NOT  WITH  A  VIEW  TO,  OR  IN  CONNECTION  WITH,  THE SALE OR
DISTRIBUTION  THEREOF.  NO  SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN
EFFECTIVE  REGISTRATION  STATEMENT  FOR  THE SECURITIES OR AN OPINION OF COUNSEL
SATISFACTORY  IN FORM AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED  UNDER  THE  SECURITIES  ACT  OF  1933.

     THE  SECURITIES  REPRESENTED  HEREBY  HAVE  NOT  BEEN  REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS
OF  ANY  STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE
REGISTRATION  REQUIREMENTS  OF  THE  SECURITIES  ACT  AND  SUCH STATE LAWS.  THE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT
BE  TRANSFERRED  OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND SUCH
STATE  LAWS  PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM.  THE SECURITIES
HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION,
ANY  STATE  SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF
THE  FOREGOING  AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING.
ANY  REPRESENTATION  TO  THE  CONTRARY  IS  UNLAWFUL.

     THE  COMPANY  IS  RELYING  ON  CERTAIN FEDERAL AND STATE LAWS, POLICIES AND
JUDICIAL  PRECEDENTS  WHICH  EXEMPT  THIS  OFFERING  FROM  THE  NECESSITY  OF
REGISTRATION.  AS  A  CONSEQUENCE,  SUCH  SECURITIES WILL BE REQUIRED TO BE HELD
INDEFINITELY UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OR
AN  EXEMPTION FROM REGISTRATION IS AVAILABLE.  THERE IS NO PUBLIC MARKET FOR THE
SECURITIES AND NONE IS LIKELY TO DEVELOP.  THE COMPANY IS UNDER NO OBLIGATION TO
REGISTER  THE  SECURITIES  UNDER  THE  SECURITIES  ACT.


<PAGE>
     This Warrant Agreement (the "Agreement") is entered into this [SEE SCHEDULE
1],  2004,  by  and  between  Procera  Networks,  Inc.  (the "Company") and [SEE
SCHEDULE 1] (the "Holder"). For good and valuable consideration, the receipt and
sufficiency  of  which  is  hereby  acknowledged,  the parties agree as follows:

     1.   ISSUANCE  OF  WARRANTS.  The  Company,  subject  to  the  terms  and
conditions  hereinafter  set  forth,  hereby  issues  Warrants  ("Warrants")  to
purchase [SEE SCHEDULE 1] shares of Company Common Stock (the "Shares") pursuant
to  the  Special  Warrant Agreement executed by the parties on December 9, 2003.
The  Purchase  Price  upon exercise of the Warrants shall be Two Dollars ($2.00)
per  Share  of  Common  Stock purchased subject to adjustment in accordance with
Paragraph  8  of  this  Agreement.

     2.   TERM.  The  Warrants  may  be exercised at any time after the date set
forth  above  and  for  a  period  of  24 months following the date on which the
registration  statement  (the  "Registration Statement") for the Shares has been
declared  effective  (the  "Effective  Date")  by  the  Securities  and Exchange
Commission.

     3.   EXERCISE.

          (a)  The  Holder  shall  exercise  the  Warrants granted hereunder, in
whole  or in part, by delivering to the Company at the office of the Company, or
at  such  other address as the Company may designate by notice in writing to the
holder  hereof,  (1)  the  Notice  of Exercise attached hereto as Schedule 1 and
                                                                  ----------
incorporated  herein by reference and, (2) a certified check or wire transfer in
lawful money of the United States in the amount of the Purchase Price multiplied
by  the  number  of  Shares  to  be  received.

          (b)  Upon  delivery  of  the  items set forth in (a) above, the Holder
shall  be  entitled  to  receive  a certificate or certificates representing the
Shares  issued  upon  exercise  of  the  Warrants.  Such Shares shall be validly
issued,  fully  paid  and  non-assessable.

          (c)  Warrants shall be deemed to have been exercised immediately prior
to  the  close  of business on the day of such delivery, and the Holder shall be
deemed  the  holder  of record of the Shares issuable upon such exercise at such
time.  The  Warrants  may be exercised in whole or in part and from time to time
as  the  Holder  may  determine.

          (d)  Upon  any  partial  exercise, at the request of the Company, this
Agreement  shall be surrendered and a new Warrant Agreement evidencing the right
to  purchase  the  number  of  Shares  not purchased upon such exercise shall be
issued  to  the  Holder.

          (e)  Any  portion  of  this  Warrant  that  is  converted  shall  be
immediately  canceled.  This  Warrant  or  any portion hereof shall be deemed to
have  been  converted  immediately prior to the close of business on the date of
its  surrender  for  conversion  as  provided  above, and the person entitled to
receive  the  shares of stock issuable upon such conversion shall be treated for
all  purposes  as Holder of such shares of record as of the close of business on
such  date.  As promptly as practicable after such date, the Company shall issue
and  deliver to the person or persons entitled to receive the same a certificate
or certificates for the number of full shares issuable upon such conversion.  If
the  Warrant  shall be converted for less than the total number of shares of the
Warrant  then  issuable upon conversion, promptly after surrender of the Warrant
upon  such conversion, the Company will execute and deliver a new Warrant, dated
the date hereof, evidencing the right of the Holder to the balance of the shares
purchasable  hereunder  upon  the  same  terms  and conditions set forth herein.

     4.   REPRESENTATIONS AND WARRANTIES OF THE HOLDER.  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 the exercise, whole or partial, of this Warrant:


                                        2
<PAGE>
          (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 this Warrant 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)  When  purchased,  the Shares will be 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 Procera
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

               (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).


                                        3
<PAGE>
          (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.

     5.   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 Warrant, (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, 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.

     6.   EXECUTION  AUTHORIZED.  If  this  Warrant  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
Warrant  and  all  other  instruments  in  connection  with  the  Shares and the
signature  of  the  person  is  binding  upon  such  entity.

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

     8.   ANTI-DILUTION  ADJUSTMENTS.  The  Warrants  granted  hereunder and the
Purchase Price thereof shall be subject to adjustment from time to time upon the
happening  of  certain  events as set forth below.  Notwithstanding the above or
any  provision  of  this  Agreement, no adjustment shall be made to the Purchase
Price  or  the amount of Warrants granted hereunder once the shares of Company's
Common  Stock  have  been  offered for sale in connection with an initial public
offering.


                                        4
<PAGE>
          (a)  Stock Splits and Dividends.  If outstanding shares of the Company
Common  Stock  shall  be  split into a greater number of shares or a dividend in
Common  Stock  shall  be  paid in respect of Common Stock, the Purchase Price in
effect  immediately  prior  to such split or at the record date of such dividend
shall  simultaneously  with the effectiveness of such split or immediately after
the  record  date  of  such dividend be proportionately reduced.  If outstanding
shares  of  Common  Stock shall be combined into a smaller number of Shares, the
Purchase  Price  in  effect  immediately  prior  to  such  combination  shall,
simultaneously  with  the  effectiveness of such combination, be proportionately
increased.  When  any  adjustment  is required to be made in the Purchase Price,
the  number  of  Shares  purchasable  upon the exercise of this Warrant shall be
changed  to  the number determined by dividing (i) an amount equal to the number
of  shares  issuable upon the exercise of this Warrant immediately prior to such
adjustment, multiplied by the Purchase Price in effect immediately prior to such
adjustment,  by  (ii)  the  Purchase  Price  in  effect  immediately  after such
adjustment.

          (b)  Reclassification, Etc.  In case there occurs any reclassification
or  change of the outstanding securities of the Company or of any reorganization
of the Company (or any other corporation the stock or securities of which are at
the  time receivable upon the exercise of this Warrant) or any similar corporate
reorganization  on  or  after  the  date  hereof, then and in each such case the
Holder,  upon  the  exercise  hereof  at any time after the consummation of such
reclassification,  change,  or  reorganization  shall be entitled to receive, in
lieu  of the stock or other securities and property receivable upon the exercise
hereof  prior to such consummation, the stock or other securities or property to
which  the  Holder would have been entitled upon such consummation if the Holder
had  exercised  this  Warrant  immediately prior thereto, all subject to further
adjustment  pursuant  to  the  provisions  of  this  Section.

          (c)  Adjustment  Certificate.  When  any  adjustment is required to be
made  in  the Shares or the Purchase Price pursuant to this Section, the Company
shall  promptly  mail  to  the  Holder  a  certificate setting forth (i) a brief
statement  of the facts requiring such adjustment, (ii) the Purchase Price after
such  adjustment  and  (iii) the kind and amount of stock or other securities or
property  into  which  this  Warrant shall be exercisable after such adjustment.

     9.   RESERVATION OF SHARES.  The Company shall at all times keep reserved a
sufficient  number  of  authorized  Shares  to  provide  for the exercise of the
Warrants  in  full.

     10.  NON-TRANSFERABILITY.  Unless  the  Company  consents  in  writing, the
Warrants  issued  hereunder  and  any and all Shares issued upon exercise of the
Warrants  are  not  transferable,  except  to  a  related  party  of the Holder.

     11.  VOTING.  Nothing  contained  in  this  Agreement shall be construed as
conferring  upon  the  Holder  the  right  to vote or to receive dividends or to
consent  or  receive  notice  as  a  shareholder  in  respect  to any meeting of
shareholders  for  the  election  of  directors  of the Company or for any other
purpose  not  specified  herein.

     12.  MISCELLANEOUS.

          (a)  Amendment.  This  Agreement  may  be  amended  only  by  written
agreement  between  the  Company  and  the  Holder.

          (b)  Notice. Any notice, demand or request required or permitted to be
given under this Agreement will be in writing and will be deemed sufficient when
delivered personally or with a commercial courier service, with postage prepaid,
and  addressed, if to the Company, at its principal place of business, attention
the  President,  and  if  to the Holder, at the Holder's address as shown on the
stock  records  of  the  Company.

          (c)  Further Assurances.  Both parties agree to execute any additional
documents  necessary  to  carry  out  the  purposes  of  this  Agreement.

          (d)  Severability.  If  any provision of this Agreement is held by any
court  of  competent  jurisdiction  to  be  illegal, unenforceable or void, such
provision  will  be  enforced  to  the  greatest  extent  possible and all other
provisions  of  this  Agreement  will  continue  in  full  force  and  effect.


                                        5
<PAGE>
          (e)  Governing Law. This Agreement will be interpreted and enforced in
accordance  with  California  Law as applied to agreements made and performed in
California.

          (f)  Entire Agreement; Successors and Assigns.  This Agreement and the
documents  and  instruments  attached  hereto  constitute  the  entire agreement
between  the  Holder and the Company relative to the subject matter hereof.  Any
previous  agreements  between  the  parties  are  superseded  by this Agreement.
Subject  to  any  exceptions specifically set forth in this Agreement, the terms
and  conditions  of  this Agreement shall inure to the benefit of and be binding
upon  the respective executors, administrators, heirs, successors and assigns of
the  parties.

          (g)  Headings.  The  headings  of the Paragraphs of this Agreement are
for convenience and shall not by themselves determine the interpretation of this
Agreement.

     IN  WITNESS  WHEREOF, the parties hereto have executed and delivered this
Warrant as of the date first set forth above.

                                 "COMPANY"

                                 PROCERA  NETWORKS,  INC.
                                 A Nevada corporation

                                 By:  /s/ Douglas J. Glader
                                    --------------------------------------------
                                      Douglas J. Glader, Chief Executive Officer

                                 Date: May 24, 2004
                                       -----------------------------------------


                                 "HOLDER"

                                 [SEE SCHEDULE 1]

                                 By: ___________________________________________

                                 Print: ________________________________________

                                 Title: ________________________________________

                                 Date: _________________________________________


                                        6
<PAGE>
                                   SCHEDULE 1
                                   ----------
                               NOTICE OF EXERCISE


To:  PROCERA  NETWORKS,  INC.

     (1)  ALPHA  CAPITAL  AG ("Holder") hereby elects to purchase ______________
shares of Common Stock of Procera Networks, Inc. (the "Company") pursuant to the
terms  of  the  Warrant  Agreement executed by the Holder and the Company, dated
__________________,  and tenders herewith payment of the purchase price in full,
together  with  all  applicable  transfer  taxes,  if  any.

     (2)  Please issue a certificate or certificates representing said shares in
the  name  of  the  Holder  or  in  such  other  name  as  is  specified  below.


                                 "HOLDER"

                                 _______________________________________________

                                 By: ___________________________________________

                                 Print: ________________________________________

                                 Title: ________________________________________

                                 Date: _________________________________________


                                        7
<PAGE>
<TABLE>
<CAPTION>
                                   SCHEDULE 1
                                   ----------

                        SIGNATORIES TO WARRANT AGREEMENT


        -----------------------------------------------------------
                        SIGNATORY                   SHARES    DATE
        -----------------------------------------  -------  -------
<S>                                                <C>      <C>
        Platinum Partners Value Arbitrage Fund LP  125,000   5/5/04
        -----------------------------------------  -------  -------
        Castle Creek Technology Partners LLC       125,000   5/3/04
        -----------------------------------------  -------  -------
        Capital Ventures International             125,000   5/3/04
        -----------------------------------------  -------  -------
        Gamma Opportunity Capital Partners LP      125,000  4/27/04
        -----------------------------------------  -------  -------
        Alpha Capital AG                           125,000  4/28/04
        -----------------------------------------  -------  -------
        StoneStreet LP                             125,000  4/29/04
        -----------------------------------------  -------  -------
        Professional Traders Fund LLC               93,750  4/28/04
        -----------------------------------------  -------  -------
        First Mirage, Inc.                          62,500  4/27/04
        -----------------------------------------  -------  -------
        Greenwich Growth Fund Limited               50,000  4/28/04
        -----------------------------------------  -------  -------
        Whalehaven Fund Limited                     42,500   5/3/04
        -----------------------------------------  -------  -------
        Platinum Partners Global Macro Fund         37,500   5/5/04
        -----------------------------------------  -------  -------
        OTAPE Investments LLC                       25,000  4/26/04
        -----------------------------------------  -------  -------
        WEC Partners LLC                            25,000   5/4/04
        -----------------------------------------  -------  -------
        C.K. Cooper & Company, Inc.                 47,438   5/5/04
        -----------------------------------------  -------  -------
        Instream Partners                           44,000   5/5/04
        -----------------------------------------  -------  -------
        Shai Stern                                  18,750   5/5/04
        -----------------------------------------------------------
</TABLE>


                                        8
<PAGE>