STOCK EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION

R E C I T A L S

A.       Procera is in the business of developing and marketing intelligent, application driven, converged platforms for the management of mission critical IP network traffic.

B.       Netintact PTY LTD, Australian Company Number 103 004 744 (“ Netintact ”) whose principal office is located at Suite 206, 566 St Kilda Road, Melbourne, Victoria 3004 is in the business of developing and working with traffic management for mission critical internet protocol networks.

C.       Sellers own collectively 49 shares of Common Stock of Netintact which constitutes forty nine (49%) of the issued and outstanding securities of Netintact, and individually the number of shares as set out across from their name on Exhibit A hereto.

D.       Prior to the Stock Exchange Agreement by and between sellers of Netintact AB, a Swedish corporation (“ Netintact AB ”) and Procera, Netintact AB owned 51 shares of Common Stock of Netintact which constitutes fifty one (51%) of the issued and outstanding securities of Netintact.

E.       Procera seeks to purchase Sellers interests in Netintact based upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.1     Acquisition of Netintact. In the manner and subject to the terms and conditions set forth herein, Procera shall acquire from Sellers, 49 shares of Netintact stock representing forty nine percent (49%) of the issued and outstanding shares of Netintact (the “ Netintact Shares ”)

1.2     Effective Date. If all of the conditions precedent to the obligations of each of the parties hereto as hereinafter set forth shall have been satisfied or shall have been waived, the transactions set forth herein (the “ Exchange ”) shall become effective on the Closing Date as defined herein.

1.3     Consideration. The consideration in connection with the acquisition of the Netintact Shares shall be as follows:

(a)       Seller’s Closing Date Shares: Procera shall issue to Sellers Six Hundred Eighty Four Thousand (684,000) shares of Procera’s Common Stock on the Closing Date (the “ Seller’s Closing Date Shares ”) to be distributed as follows:

(b)       Seller’s Incentive Shares: In addition to Seller’s Closing Date Shares, Sellers shall be eligible to receive One Hundred Twenty Thousand (120,000) shares of Procera’s Common Stock (the “ Seller’s Incentive Shares ”) if all milestones and conditions set forth on Exhibit C are met. Such Seller’s Incentive Shares shall be distributed to the Sellers and in the numbers as set out in Exhibit A-1 hereto.

(c)       Escrow Shares: Procera shall hold in escrow Seventy Six Thousand (76,000) shares (the “ Escrow Shares ”) of Procera’s Common Stock pursuant to an escrow agreement substantially in the form as that set out in Exhibit B   hereto, (the “ Escrow Agreement ”).

The Seller’s Closing Date Shares, Escrow Shares and, to the extent earned, Seller’s Incentive Shares shall collectively be referred to as the “ Procera Shares .”

1.4     Disclosure Schedules . Simultaneously with the execution of this Agreement Sellers shall deliver a schedule relating to Netintact (the “ Sellers Disclosure Schedules ”). In addition, Procera shall deliver a schedule relating to Procera (the “ Procera Disclosure Schedule ”) (collectively the Sellers Disclosure Schedule and Procera Disclosure Schedule shall be referred to as the “ Disclosure Schedules. ”) The Disclosure Schedules shall be deemed to be part of this Agreement.

1.5     Effect of Stock Exchange. As of the Closing Date, all of the following shall occur:

(a)      The Articles of Incorporation of Procera and Netintact, as in effect on the Effective Date, shall continue in effect without change or amendment.

(b)      The Bylaws of Procera, as in effect on the Closing Date, shall continue in effect without change or amendment.

(c)      Sellers shall become owners of the Closing Date Shares and the Escrow Shares.

(d)      Upon the Closing Date, the Sellers shall cause a shareholders' meeting of Netintact to be held for purposes of electing new directors and auditors. The Sellers covenant that the present directors and auditors will be removed from their positions without any claim for compensation or remuneration. The Sellers agree to cause general powers of attorney to be duly and validly issued in favour of persons appointed by Procera which individuals shall have unlimited authority to represent Netintact in all matters until the new Board of Directors of Netintact has been officially registered.

1.6     Further Action . From time to time after the Closing Date, without further consideration, the parties shall execute and deliver such instruments of conveyance and transfer and shall take such other action as any party reasonably may request to more effectively transfer the Netintact Shares and Procera Shares.

Sellers and Procera covenant that between the date hereof and the Closing Date (as hereinafter defined):

2.1     Access by Procera and Sellers. Sellers shall afford to Procera, and legal counsel, accountants and other representatives, throughout the period prior to the Closing Date, full access, during normal business hours, to (a) all of the books, contracts and records of Netintact, and shall furnish Procera, during such period, with all information concerning Netintact that Procera may reasonably request, and (b) the properties of Netintact in order to conduct inspections, at Procera’s expense, to determine that Netintact is operating in material compliance with all applicable federal, state, provincial and local and foreign statutes, rules and regulations, and that Netintact assets are substantially in the condition and of the capacities represented and warranted in this Agreement. Any such investigation or inspection by Procera shall not be deemed a waiver of, or otherwise limit, the representations, warranties and covenants contained herein. Procera shall grant identical access to Sellers and their agents. Any such investigation or inspection by Sellers shall not be deemed a waiver of, or otherwise limit, the representations, warranties and covenants contained herein.

2.2     Conduct of Business. During the period from the date hereof to the Closing Date, the respective businesses of Netintact and Procera shall be operated by the respective entities in the usual and ordinary course of such business and in material compliance with the terms of this Agreement. Without limiting the generality of the foregoing:

(a)      Sellers and Procera, respectively, shall each use its reasonable efforts to (i) keep available the services of the present officers and key employees of Netintact and Procera; (ii) complete or maintain all existing material arrangements; (iii) maintain the integrity of all confidential information of Netintact and Procera; and (iv) comply in all material respects with all applicable laws; and

(b)      Except as contemplated by this Agreement, Sellers shall not cause Netintact to and Procera shall not (i) sell, lease, assign, transfer or otherwise dispose of any of their material assets or property including cash, (ii) enter into any transaction concerning a merger or consolidation other than with the other party hereto or liquidate or dissolve itself (or suffer any liquidation or dissolution) or convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of related transactions, all or a substantial part of its property, business, or assets, or stock or securities convertible into stock of any subsidiary, or make any material change in the present method of conducting business; (iii) declare or pay any dividends or make any other distribution (whether in cash or property) on any shares of its capital stock or purchase, redeem, retire or otherwise acquire for value any shares of its capital stock or warrants or options whether now or hereafter outstanding; (iv) make or suffer to exist any advances or loans to, or investments in any person, firm, corporation or other business entity not a party to this Agreement; (v) enter into any new material agreement or be or become liable under any new material agreement, for the lease, hire or use of any real or personal property; (vi) create, incur, assume or suffer to exist, any mortgage, pledge, lien, charge, security interest or encumbrance of any kind upon any of its property or assets, income or profits, or (vii) agree to do any of the foregoing.

2.3     Exclusivity to Sellers and Procera. Sellers or their respective officers, directors, representatives and agents, from the date hereof, until the Closing Date (unless this Agreement shall be earlier terminated as hereinafter provided), shall not hold discussions with any person or entity, other than Procera or its respective agents concerning the Exchange, nor solicit, negotiate or entertain any inquiries, proposals or offers to purchase the business of Netintact, nor the shares of capital stock, units or other ownership interests of Netintact from any person other than Procera, nor, except in connection with the normal operation of Netintact business, or as required by law, or as authorized in writing by Procera, disclose any confidential information concerning Netintact to any person other than Sellers, Procera and Sellers and Procera’s representatives or agents. Procera shall from the date hereof, and until the Closing Date, owe the identical obligations of confidentiality and exclusivity to Netintact as stated in this Section 2.3.

Except as set forth in the Procera   Disclosure Schedule, as of August 18, 2006, immediately prior to the closing of Procera’s purchase of Netintact AB, Procera represents and warrants to Sellers as follows, with the knowledge and understanding that Sellers are relying materially upon such representations and warranties, the following:

3.1     Organization and Standing. Procera is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Procera has all requisite corporate power to carry on its business as it is now being conducted and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary under applicable law except where the failure to qualify (individually or in the aggregate) will not have any material adverse effect on the business or prospects of Procera. The copies of the Articles of Incorporation and Bylaws of Procera, as amended to date and made available to Sellers are true and complete copies of these documents as now in effect.

3.2     Authority. Procera’s Board of Directors have determined that the Exchange is fair to and in the best interests of Procera’s stockholders. The execution, delivery and performance by Proceraof this Agreement have been duly authorized by all necessary action on the part of Procera. Procera has the absolute and unrestricted right, power and authority to perform its obligations under this Agreement. This Agreement, and all other agreements contemplated hereby will constitute, when executed and delivered by Procera in accordance herewith, the valid and binding obligations of Procera, enforceable in accordance with their respective terms.

3.3     No Conflict. The making and performance of this Agreement will not (i) conflict with the Articles of Incorporation or other charter or organizational documents of Procera, (ii) violate any laws, ordinances, rules, or regulations, or any order, writ, injunction or decree to which Procera is a party or by which Procera or any of their material assets, business, or operations may be bound or affected, or (iii) result in any breach or termination of, or constitute a default under, or constitute an event which, with notice or lapse of time, or both, would become a default under, or result in the creation of any encumbrance upon any material asset of Procera, or create any rights of termination, cancellation, or acceleration in any person under any material agreement, arrangement, or commitment.

3.4     Properties. Procera has good and marketable title to all of the Procera Shares, free and clear of all liens, claims and encumbrances of third persons whatsoever, and Procera has good and marketable title to all of the assets and properties which it purports to own as reflected on the balance sheet included in the Procera Financial Statements (as hereinafter defined), or thereafter acquired.

3.5     Capitalization of Procera.

(a)    Procera has Forty-Six Million, Seven Hundred Ninety Thousand Three Hundred Forty-Two (46,790,342) shares of Common Stock issued and outstanding; Eight Million Six Hundred Sixty-three Thousand One Hundred Seventy-Eight (8,663,178) warrants issued and outstanding; Five Million Two hundred Thirty-one Thousand (5,231,000) stock options and Stock Purchase rights issued; and Two Million Four Hundred Nineteen Thousand (2,419,000) unissued stock options in its Stock Option Plan that are available for issuance for at total of Sixty-Three Million and Three Thousand (63103,520) shares of Common stock reserved on a fully diluted basis.

(b)    All outstanding shares of Procera capital stock have been issued and granted in compliance with all applicable securities laws and other applicable legal requirements.

3.6     Governmental Approvals and Consents. No authorization, license, permit, franchise, approval, order or consent of, and no registration, declaration or filing by Procera with any governmental authority, domestic or foreign, federal, state or local, is required in connection with Procera’s execution, delivery and performance of this Agreement. No consents of any other parties are required to be received by or on the part of Procera to enable Procera to enter into and carry out this Agreement.

3.7     Adverse Developments. Since January 1, 2006 there have been no material adverse changes in the assets, liabilities, properties, operations or financial condition of Procera , and no event has occurred other than in the ordinary and usual course of business or as set forth in the Procera Financial Statements which could be reasonably expected to have a materially adverse effect upon Procera .

3.8     Taxes. For purposes of this Agreement, (A) “ Tax ” (and, with correlative meaning, “ Taxes ”) shall mean any federal, state, local or foreign income, alternative or add- on minimum, business, employment, franchise, occupancy, payroll, property, sales, transfer, use, value added, withholding or other tax, levy, impost, fee, imposition, assessment or similar charge together with any related addition to tax, interest, penalty or fine thereon; and (B) " Returns " shall mean all returns (including, without limitation, information returns and other material information), reports and forms relating to Taxes.

(a)    Procera has duly filed all Returns required to be filed by it other than Returns (individually and in the aggregate) where the failure to file would have no material adverse effect on the business or prospects of Procera. All such Returns were, when filed, and to the knowledge of Procera are, accurate and complete in all material respects and were prepared in conformity with applicable laws and regulations. Procera has paid or will pay in full or has adequately reserved against all Taxes otherwise assessed against it.

(b)    Procera is not a party to any pending action or proceeding by any governmental authority for the assessment of any Tax, and, to the knowledge of Procera, no claim for assessment or collection of any Tax related to Procera has been asserted against Procera that has not been paid. There are no Tax liens upon the assets of Procera. There is no valid basis, to Procera’s knowledge, for any assessment, deficiency, notice, 30-day letter or similar intention to assess any Tax to be issued to Procera by any governmental authority.

3.9     Litigation. There is no claim, action, proceeding, or investigation pending or, to its knowledge, threatened against or affecting Procera before or by any court, arbitrator or governmental agency or authority. There are no decrees, injunctions or orders of any court, governmental department, agency or arbitration outstanding against Procera or asserted against Procera that has not been paid.

3.10     Compliance with Laws and Regulations. Procera has complied in all material respects, with all laws, rules, regulations, orders and requirements applicable to it in all jurisdictions in which its operations are currently conducted or to which it is currently subject.

3.11     Governmental Licenses, Permits and Authorizations to Conduct Business. Procera has all governmental licenses, permits, authorizations and approvals necessary for the conduct of its business as currently conducted. All such licenses, permits, authorizations and approvals are in full force and effect, and no proceedings for the suspension or cancellation of any thereof is pending or threatened.

3.12     Liabilities. Procera has no material direct or indirect liabilities (" Procera Liabilities "), whether or not of a kind required by U.S. GAAP to be set forth on a financial statement, other than (i) Procera Liabilities fully and adequately reflected or reserved against on the Procera Balance Sheet, (ii) Procera Liabilities incurred in the ordinary course of the business of Procera , and (iii) Procera Liabilities otherwise disclosed in this Agreement, including the Exhibits hereto.

3.13     Contracts and Other Commitments.   Procera’s Disclosure Schedule consists of a true and complete list of all material contracts, agreements, commitments and other instruments (whether oral or written) to which Procera is a party. All such contracts are valid and binding upon Procera and are in full force and effect and are enforceable in accordance with their respective terms. No such contracts are in breach, and no event has occurred which, with the lapse of time or action by a third party, could result in a material default under the terms thereof. To Procera’s knowledge, no stockholder of Procera has received any payment from any contracting party in connection with or as an inducement for causing Procera to enter into any such contract.

3.14      Absence of Certain Changes or Events. Except as set forth in Procera’s Disclosure Schedule , since January 1, 2006 (the " Procera Balance Sheet Date "), there has not been:

(a)      any material adverse change in the financial condition, properties, assets, liabilities or business of Procera;

(b)      any material damage, destruction or loss of any material properties of Procera, whether or not covered by insurance;

(c)      any material adverse change in the manner in which the business of Procera and has been conducted;

(d)      any material adverse change in the treatment and protection of trade secrets or other confidential information of Procera; and

(e)      any occurrence not included in paragraphs (a) through (d) of this Section 3.14 which has resulted, or which Procera has reason to believe, might be expected to result in a material adverse change in the business or prospects of Procera.

3.15      Financial Statements.   Procera’s Disclosure Schedules contain (a) an audited balance sheet and related audited financial statements of Procera for the one year period ending January 1, 2006, and (b) an unaudited balance sheet and related unaudited financial statements of Procera for the three month period ending April 2, 2006 (collectively the “ Procera Financial Statements "). The Procera Financial Statements present fairly, in all material respects, the financial position on the dates thereof and results of operations of Procera for the periods indicated, prepared in accordance with U.S. generally accepted accounting principles (“ U.S. GAAP ”), consistently applied. There are no assets of Procera the value of which is materially overstated in the Procera Financial Statements.

3.16      Procera Intellectual Property.   Procera’s Disclosure Schedule sets forth a complete and correct list and summary description of all intellectual property, including computer software, trademarks, trade names, service marks, service names, brand names, copyrights and patents, registrations thereof and applications therefore, applicable to or used in the business of Procera, together with a complete list of all licenses granted by or to Procera with respect to any of the above. Except as otherwise set forth in Procera’s Disclosure Schedule all such trademarks, trade names, service marks, service names, brand names, copyrights and patents are owned by Procera, free and clear of all liens, claims, security interests and encumbrances of any nature whatsoever. Procera is not currently in receipt of any notice of any violation or infringements of, and is not knowingly violating or infringing, the rights of others in any trademark, trade name, service mark, copyright, patent, trade secret, know-how or other intangible asset. Procera has not (i) licensed any of the material proprietary assets to any person or entity on an exclusive basis, or (ii) entered into any covenant not to compete or agreement limiting its ability to exploit fully any proprietary asset or to transact business in any market or geographical area or with any person or entity.

3.17      Subsidiaries. Procera owns no subsidiaries nor does it own or have an interest in any other corporation, partnership, joint venture or other entity.

3.18      Hazardous Materials. To the knowledge of Procera, Procera has not violated, or   received any written notice from any governmental authority with respect to the violation of any law, rule, regulation or ordinance pertaining to the use, maintenance, storage, transportation or disposal of " Hazardous Materials ." As used herein, the term “Hazardous Materials” means any substance now or hereafter designated which is found to be toxic or harmful to humans or the environment when present in certain amounts or quantities.

3.19      Employees . Procera has no employees that are represented by any labor union or collective bargaining unit.

3.20     Employee Benefit Plans.   Procera’s Disclosure Schedules identifies each salary, bonus, material deferred compensation, material incentive compensation, stock purchase, stock option, severance pay, termination pay, hospitalization, medical, insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plan, program or material agreement.

3.21      Business Locations. Other than as set forth in Procera’s Disclosure Schedules , Procera does not own or lease any real or personal property in any state or country.

3.22      [Intentionally deleted] .

3.23      Insurance . Except as set forth in Procera’s Disclosure Schedule , Procera has no insurance policies in effect.

3.24     SEC Filings. Procera has made available to Sellers (i) its Annual Reports on Form 10-K for the fiscal years ended January 1, 2006 and January 2, 2005, (ii) its Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2006, and, (iii) all proxy statements relating to the Company’s meetings of stockholders (whether annual or special) held since 2003, (iv) all other reports or registration statements, including any Current Report on Form 8-K, filed by the Company with the SEC since 2003 and (v) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC (collectively, the “ SEC Reports ”). The SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

3.25     No Omission or Untrue Statement . To the best of Procera’s knowledge, no representation or warranty made by Procera to Sellers’ in this Agreement, in Procera’s Disclosure Schedules or in any certificate of a Procera officer required to be delivered to Procera pursuant to the terms of this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading as of August 18, 2006, immediately prior to the closing of Procera’s purchase of Netintact AB.

Except as set forth in Sellers’ Disclosure Schedules , Sellers jointly and severally, represent and warrant to Procera as follows as of the date hereof and as of the Closing Date:

4.1     Organization and Standing of Netintact. Netintact is a corporation duly organized, validly existing and in good standing under the laws of Australia, and has the corporate power to carry on its business as now conducted and to own its assets and is duly qualified to transact business as a foreign corporation in each state where such qualification is necessary except where the failure to qualify will not have a material adverse effect on the business or prospects of Netintact. The copies of the Certificate of Incorporation of Netintact, as amended to date, and made available to Procera are true and complete copies of those documents as now in effect.

4.2     No Conflict. The making and performance of this Agreement will not (i) conflict with the Certificate of Incorporation or other charter or organizational documents of Netintact, (ii) violate any laws, ordinances, rules, or regulations, or any order, writ, injunction or decree to which Netintact is a party or by which Netintact or any of their material assets, business, or operations may be bound or affected or (iii) result in any breach or termination of, or constitute a default under, or constitute an event which, with notice or lapse of time, or both, would become a default under, or result in the creation of any encumbrance upon any material asset of Netintact, or create any rights of termination, cancellation, or acceleration in any person under any material agreement, arrangement, or commitment.

4.3     [Intentionally deleted] .

4.4     Properties. Except as set forth in Sellers’ Disclosure Schedules , Sellers have good and marketable title to 49 % of the shares in Netintact and to the Sellers knowledge Netintac AB, has good and marketable title to 51% of Netintact. The Netintact Shares, held by the Sellers, are free and clear of all liens, claims and encumbrances of third persons whatsoever, and Netintact has good and marketable title to all of the assets and properties which it purports to own as reflected on the balance sheet included in Netintact financial statements, or thereafter acquired.

4.5     Capitalization of Netintact. Netintact has a total paid up share capital of 100 shares.   Sellers own 49 shares of Common Stock of Netintact which represent 49% of the outstanding securities of Netintact. Such outstanding securities are duly authorized, validly issued, fully paid, and non-assessable. As of the date hereof, there were no outstanding options, warrants or rights of conversion or other rights, agreements, arrangements or commitments relating to the capital stock of Netintact or obligating Netintact to issue or sell shares of Common Stock. All outstanding shares of Netintact capital stock have been issued and granted in compliance with all applicable legal requirements.

4.6     Governmental Approvals and Consents. No authorization, license, permit, franchise, approval, order or consent of, and no registration, declaration or filing by Sellers or Netintact with any governmental authority, domestic o