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

          (iii)  The  Participant's  check in the amount of $500,000 in exchange
for  250,000  shares  purchased,  or  wire  transfer  sent  with  the  following
instructions:

          SILICON VALLEY BANK
          3003 Tasman Drive
          Santa Clara, CA 95054
          Routing Number:        121140399
          Account No.:           [omitted for confidentiality]
          Benefit Of:            Procera Networks, Inc.

     (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.


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2.   REPRESENTATIONS  BY  PARTICIPANT.  In  consideration  of  the  Company's
acceptance  of  the  Subscription,  I  make  the  following  representations and
warranties  to  the  Company and to its principals, 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 this Subscription and
the Warrant, 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


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          (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  each
jurisdiction  where the nature of the business conducted or property owned by it
makes  such


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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  and  the  Warrant
          --------------------------
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 and the Warrant to perform
its  obligations  hereunder  and  under all other agreements entered into by the
Company  relating  hereto.

     (d)  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.

     (e)  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;

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

          (v)  will  be registered for resale and included in the Company's next
registration  statement(the  "Registration  Statement").

     (f)  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.


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     (g)  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.

     (h)  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.

     (i)  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.

     (j)  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


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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  purpose  of  continuing  the development of its new technology platform 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.

     (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.

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, 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


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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.

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


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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)

_____ 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  24th  day  of  May,  2004,  at  Scranton,  PA.


                                             LINDEN  GROWTH  PARTNERS

                                             By:  Paul  J.  Coviello

                                             /s/  Paul  J.  Coviello
                                             -----------------------------------
                                                   (Signature)

                                             Title:  General  Partner


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     The Company has accepted this subscription this 24th day of May 2004.


                                             "COMPANY"

                                             PROCERA  NETWORKS,  INC.,
                                             A  NEVADA  CORPORATION


                                             By:     /s/  Douglas  Glader
                                                --------------------------------
                                                     Douglas  Glader,  CEO


                                             Address  for  notice:

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


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