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                                                                   EXHIBIT 10.29

                                    AGREEMENT

        This Agreement, made as of the 20th day of December, 2002 by and between
TOLLGRADE COMMUNICATIONS, INC., a Pennsylvania corporation (the "Corporation")
and ERIC SUCHARSKI, an individual residing in the Commonwealth of Pennsylvania
and an employee of the Corporation (the "Executive").

                                   WITNESSETH:

        WHEREAS, the Board of Directors of the Corporation has determined that
it is in the best interests of the Corporation to enter into this Agreement with
the Executive to provide for compensation of the Executive upon termination of
employment under certain circumstances relating to a change in control of the
Corporation; and

        WHEREAS, the Executive desires to obtain such benefits in the event the
Executive's employment is terminated under the circumstances provided herein.

        NOW, THEREFORE, in consideration of the covenants and premises contained
herein, and intending to be legally bound hereby, the parties hereto agree as
follows:

        1.      DEFINITION OF TERMS. The following terms when used in this
Agreement shall have the meaning hereafter set forth:

        "ANNUAL SALARY ADJUSTMENT PERCENTAGE" shall mean the mean average
        percentage increase in base salary for all elected officers of the
        Corporation during the two full calendar years immediately preceding the
        time to which such percentage is being applied; provided however, that
        if after a Change-in-Control, as hereinafter defined, there should be a
        significant change in the number of elected officers of the Corporation
        or in the manner in which they are compensated, then the foregoing
        definition shall be changed by substituting for the phrase "elected
        officers of the Corporation" the phrase "persons then performing the
        functions formerly performed by the elected officers of the
        Corporation."

        "CAUSE FOR TERMINATION" shall mean:

        (a)     the deliberate and intentional failure by the Executive to
                devote substantially his entire business time and best efforts
                to the performance of his duties (other than any such failure
                resulting from the Executive's incapacity due to physical or
                mental illness or disability) after a demand for substantial
                performance is delivered to the Executive by the Board of
                Directors which specifically identifies the manner in which the
                Board of Directors believes that the Executive has not
                substantially performed his duties,
                or


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        (b)     wilfully engaging by the Executive in conduct which constitutes
                a fraud against the Corporation or a material breach of this
                Agreement,

                or

        (c)     the Executive's conviction of any crime which constitutes a
                felony.

        For purposes of this definition, no act, or failure to act, on the
        Executive's part shall be considered "deliberate and intentional" or
        "willfully" unless done, or omitted to be done, by the Executive not in
        good faith and without reasonable belief that his action or omission was
        in the best interests of the Corporation.

        "CHANGE-IN-CONTROL" shall mean the determination (which may be made
        effective as of a particular date specified by the Board of Directors of
        the Corporation) by the Board of Directors of the Corporation, made by a
        majority vote that a change in control has occurred, or is about to
        occur. Such a change shall not include, however, a restructuring,
        reorganization, merger, or other change in capitalization in which the
        Persons who own an interest in the Corporation on the date hereof (the
        "Current Owners")(or any individual or entity which receives from a
        Current Owner an interest in the Corporation through will or the laws of
        descent and distribution) maintain more than a sixty-five percent (65%)
        interest in the resultant entity. Regardless of the Board's vote or
        whether or not the Board votes, a Change-in-Control will be deemed to
        have occurred as of the first day any one (1) or more of the following
        subparagraphs shall have been satisfied:

        (a)     Any Person (other than the Person in control of the Corporation
                as of the date of this Agreement, or other than a trustee or
                other fiduciary holding securities under an employee benefit
                plan of the Corporation, or a corporation owned directly or
                indirectly by the stockholders of the Corporation in
                substantially the same proportions as their ownership of stock
                of the Corporation), becomes the beneficial owner, directly or
                indirectly, of securities of the Corporation representing more
                than thirty five percent (35%) of the combined voting power of
                the Corporation's then outstanding securities; or

        (b)     The stockholders of the Corporation approve:

                (i)     A plan of complete liquidation of the Corporation;

                (ii)    An agreement for the sale or disposition of all or
                        substantially all of the Corporation's assets; or

                (iii)   A merger, consolidation, or reorganization of the
                        Corporation with or involving any other corporation,
                        other than a merger, consolidation, or


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                        reorganization that would result in the voting
                        securities of the Corporation outstanding immediately
                        prior thereto continuing to represent (either by
                        remaining outstanding or by being converted into voting
                        securities of the surviving entity) at least sixty-five
                        percent (65%) of the combined voting power of the voting
                        securities of the Corporation (or such surviving entity)
                        outstanding immediately after such merger,
                        consolidation, or reorganization.

        However, in no event shall a Change in Control be deemed to have
        occurred, with respect to the Executive, if the Executive is part of a
        purchasing group which consummates the Change-in-Control transaction.
        The Executive shall be deemed "part of the purchasing group" for
        purposes of the preceding sentence if the Executive is an equity
        participant or has agreed to become an equity participant in the
        purchasing company or group (except for (i) passive ownership of less
        than five percent (5%) of the voting securities of the purchasing
        company; or (ii) ownership of equity participation in the purchasing
        company or group which is otherwise deemed not to be significant, as
        determined prior to the Change-in-Control by a majority of the
        non-employee continuing Directors of the Board of Directors of the
        Corporation).

        "DATE OF TERMINATION" shall mean:

        (a)     if the Executive's employment is terminated for Disability, the
                date that a Notice of Termination is given to the Executive;

        (b)     if the Executive terminates due to his death or Retirement, the
                date of death or Retirement, respectively;

        (c)     if the Executive decides to terminate employment upon Good
                Reason for Termination, the date following such decision
                specified by the Corporation after it has been notified of the
                Executive's decision to terminate employment; or

        (d)     if the Executive's employment is terminated for any other
                reason, the date on which such termination becomes effective
                pursuant to a Notice of Termination.

        "DISABILITY" shall mean such incapacity due to physical or mental
        illness or injury as causes the Executive to be unable to perform his
        duties with the Corporation during 180 consecutive days.

        "GOOD REASON FOR TERMINATION" shall mean the occurrence of:

        (a)     without the Executive's express written consent, the assignment
                to the Executive of any duties materially and substantially
                inconsistent with his positions, duties, responsibilities and
                status with the Corporation immediately prior to a
                Change-in-Control, or a material change in his reporting
                responsibilities, titles or offices as in



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                effect immediately prior to a Change-in-Control, or any removal
                of the Executive from or any failure to re-elect the Executive
                to any of such positions, except in connection with the
                termination of the Executive's employment due to Cause for
                Termination, Disability or Retirement (as hereinafter defined)
                or as a result of the Executive's death;

        (b)     (i) a reduction by the Corporation prior to a Change-in-Control
                in the Executive's base salary unless such reduction is the
                result of the Board of Directors of the Corporation determining
                that the Executive has not adequately discharged his duties;

                (ii) a reduction by the Corporation after a Change-in-Control in
                the Executive's base salary as in effect immediately prior to
                any Change-in-Control or a failure by the Corporation after a
                Change-in-Control to increase the Executive's base salary by the
                Annual Salary Adjustment Percentage;

        (c)     a failure by the Corporation to continue to provide incentive
                compensation comparable to that provided by the Corporation
                immediately prior to any Change-in-Control;

        (d)     a failure by the Corporation after a Change-in-Control to
                continue in effect any benefit or compensation plan, stock
                option plan, pension plan, life insurance plan, health and
                accident plan or disability plan in which the Executive is
                participating immediately prior thereto (provided, however, that
                there shall not be deemed to be any such failure if the
                Corporation substitutes for the discontinued plan, a plan
                providing the Executive with substantially similar benefits) or
                the taking of any action by the Corporation which would
                adversely affect the Executive's participation in or materially
                reduce the Executive's benefits under any of such plans or
                deprive the Executive of any material fringe benefit enjoyed by
                the Executive immediately prior to a Change-in-Control
                (provided, however, that any act or failure to act by the
                Corporation that is on a plan-wide basis, i.e., it similarly
                affects all employees of the Corporation or all employees
                eligible to participate in any such plan, as the case may be,
                shall not constitute Good Reason for Termination);

        (e)     the failure of the Corporation to obtain the assumption of this
                Agreement by any successor as contemplated in SECTION 10(c)
                hereof;

        (f)     any purported termination of the employment of the Executive by
                the Corporation which is not (i) due to the Executive's
                Disability, Retirement (as hereinafter defined) or Cause for
                Termination, or (ii) effected as a Notice of Termination, as
                defined herein; or

        (g)     the Corporation's requiring the Executive to be based anywhere
                other than the Corporation's executive offices at which the
                Executive has his principal office



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                immediately prior to a Change-in-Control or executive offices
                located within 50 miles of the location of the Corporation's
                executive offices immediately prior to a Change-in-Control,
                except for required travel on the Corporation's business to an
                extent substantially consistent with the Executive's present
                business travel obligations.

        "NOTICE OF TERMINATION" shall mean a written statement which sets forth
        the specific reason for termination and, if such is claimed to be a
        Cause for Termination or Good Reason for Termination, in reasonable
        detail the facts and circumstances which indicate that such is Cause for
        Termination or Good Reason for Termination.

        "OPTIONS" shall mean any stock options issued pursuant to any present or
        future stock option plan of the Corporation.

        "PERSON" shall have the meaning ascribed to such term in Section 3(a)(9)
        of the Securities Exchange Act of 1934, as in effect on the date hereof
        and used in Sections 13(d) and 14(d) thereof, including a "group" as
        defined in Section 13(d) thereof.

        "RETIREMENT" shall mean the termination of the Executive's employment
        after age 65 or in accordance with any mandatory retirement arrangement
        with respect to an earlier age agreed to by the Executive.

        "STOCK APPRECIATION RIGHT" shall mean any stock appreciation rights
        issued pursuant to any stock option plan of the Corporation or any
        future stock appreciation rights plan.

        2.      TERMS OF EMPLOYMENT. The Executive acknowledges that this
Agreement does not constitute an employment contract and that the Executive's
employment relationship with the Corporation is at-will and not for any
particular period. Rather, this Agreement is only intended to set forth certain
liquidated damages to be paid in the event of termination of the Executive upon
the terms and conditions specified herein.

        3.      TERM OF AGREEMENT. The initial term of this Agreement shall be
for a period of four (4) years. Upon expiration of the initial term, the Company
shall, in its sole discretion, determine whether this Agreement shall be renewed
upon such terms it deems advisable.

        4.      PAYMENTS FOLLOWING TERMINATION OF EMPLOYMENT UPON A
CHANGE-IN-CONTROL.

        (a)     If the Executive's employment with the Corporation shall be
                terminated:

                (i)     due to the Executive's death,

                (ii)    by the Executive other than the Executive's having
                        terminated for Good Reason for Termination following a
                        Change-in-Control, or


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                (iii)   by the Corporation due to Cause for Termination or for
                        Disability or Retirement,

                then the Corporation shall have no obligations to the Executive
                other than to pay the Executive any unpaid portion of base
                salary due until the Date of Termination and any other sums due
                in accordance with the then various policies, practices and
                benefit plans of the Corporation.

        (b)     If the Executive's employment with the Corporation shall have
                terminated during the period commencing six months prior to the
                date of a Change-in-Control and ending on the third anniversary
                of a Change-in-Control other than in the circumstances described
                in subsection (a) above, then the Corporation shall pay on or
                before the fifth day following the Date of Termination (or if
                the Date of Termination preceded the date of the
                Change-in-Control, on or before the fifth day following the date
                of the Change-in-Control), to the Executive the following sums:

                (i)     in cash any unpaid portion of the Executive's full base
                        salary for the period from the last period for which the
                        Executive was paid to the Date of Termination, or the
                        date of the Change-in-Control, as the case may be; and

                (ii)    an amount in cash as liquidated damages for lost future
                        renumeration equal to the product obtained by
                        multiplying

                        (A)     the lesser of

                                (1)     two, or

                                (2)     a number equal to the number of calendar
                                        months remaining from the Date of
                                        Termination to the date on which the
                                        Executive is 65 years of age (or, if
                                        earlier, the age agreed to by the
                                        Executive pursuant to any prior
                                        arrangement) divided by twelve, or

                                (3)     a number equal to the greater of (i) one
                                        (1.0) or (ii) thirty six (36) less the
                                        number of completed months commencing
                                        after the date of the Change-in-Control
                                        during which the Executive was employed
                                        by the Corporation and did not have Good
                                        Reason for Termination times (iii)
                                        one-twelfth (1/12)

                                        times

                        (B)     the sum of


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                                (1)     the greater of

                                        (i)     the Executive's annual base
                                                salary for the year in effect on
                                                the Date of Termination
                                                (provided that in the case of
                                                Termination for Good Reason by
                                                the Executive the date
                                                immediately preceding the date
                                                of the earliest event which gave
                                                rise to the Termination for Good
                                                Reason by the Executive shall be
                                                used instead of the Date of
                                                Termination)

                                        or

                                        (ii)    the Executive's annual base
                                                salary for the year in effect on
                                                the date of the
                                                Change-in-Control;

                                plus

                                (2)     the greater of

                                        (i)     the average annual cash award
                                                received by the Executive as
                                                incentive compensation or bonus
                                                for one calendar year
                                                immediately preceding the Date
                                                of Termination (provided that in
                                                the case of Termination for Good
                                                Reason by the Executive the date
                                                immediately preceding the date
                                                of the event which gave rise to
                                                the Termination for Good Reason
                                                by the Executive shall be used
                                                instead of the Date of
                                                Termination)

                                        or

                                        (ii)    the average annual cash award
                                                received by the Executive as
                                                incentive compensation or bonus
                                                for one calendar year
                                                immediately preceding the date
                                                of the Change-in-Control.

        5.      OUTPLACEMENT SERVICES. If the Executive's employment with the
Corporation should terminate under circumstances as to entitle the Executive to
receive payment hereunder, the Corporation shall reimburse the Executive for any
reasonable fees or other costs incurred by the Executive during the two (2)
years following the Date of Termination in retaining executive placement
agencies, up to a maximum dollar amount not to exceed fifteen percent (15%) of
the Executive's base salary at the time of such termination. Such reimbursement
shall be made within



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five (5) days following the Executive's presentment of bills or other evidence
of the costs incurred with executive placement agencies.

        6.      TAX IMPLICATIONS. If any payment due to the Executive pursuant
to this Agreement result in a tax being imposed on the Executive pursuant to
Section 4999 of the Internal Revenue Code of 1954, as amended, or any successor
provision ("Section 4999"), then the Corporation shall, at the Executive's
option, either (i) reduce the total payments payable to the Executive to the
maximum amount payable without incurring the Section 4999 tax, or (ii) pay to
the Executive the total amount payable, with the understanding that Section 4999
tax will be due on that total amount.

        7.      BENEFITS. If the Executive's employment with the Corporation
should terminate under circumstances as to entitle the Executive to receive
payment hereunder, the Executive shall also be deemed, for purposes of medical
insurance, pension and other benefits of the Corporation, to have remained in
the continuous employment of the Corporation for the two (2) year period
following the Date of Termination and shall be entitled to all of the medical
insurance, pension or other benefits provided by the Corporation as if the
Executive had so remained in the employment of the Corporation. If, for any
reason, whether by law or provisions of the Corporation's employee medical
insurance, pension or other benefit plans, or otherwise any benefits which the
Executive would be entitled to under this SECTION 6 cannot be paid pursuant to
such employee benefit plans, then the Corporation contractually agrees to pay
the Executive the difference between the benefits which the Executive would have
received in accordance with this Section if the relevant employee medical
insurance, pension or other benefit plan could have paid such benefit and the
amount of benefits, if any, actually paid by such employee medical insurance,
pension or other benefit plan. The Corporation shall not be required to fund its
obligation to pay the foregoing difference.

        8.      OTHER EMPLOYMENT. In the event of termination under the
circumstances contemplated in SECTION 4(b) hereunder, the Executive shall have
no duty to seek any other employment after termination of his employment with
the Corporation and the Corporation hereby waives and agrees not to raise or use
any defense based upon the position that the Executive had a duty to mitigate or
reduce the amounts due him hereunder by seeking other employment whether
suitable or unsuitable and should the Executive obtain other employment, then
the only effect of such on the obligations of the Corporation shall be that the
Corporation shall be entitled to credit against any payments that would
otherwise be made pursuant to SECTION 7 hereof, any comparable payments to which
the executive is entitled under the employee benefit plans maintained by the
Executive's other employer or employers in connection with services to such
employer or employers after termination of this employment with the Corporation.

        9.      STOCK APPRECIATION RIGHTS AND OPTIONS. If the Executive's
employment should terminate under circumstances as to entitle the Executive to
receive payment hereunder, then with respect to any standing Stock Appreciation
Rights and/or Options which did not immediately become exercisable upon the
occurrence of a Change-in-Control, such Stock Appreciation Right or Option shall
be automatically vested and remain outstanding in accordance with its terms and
be exercisable thereafter until the stated expiration date of such Stock
Appreciation Right or Option.



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        10.     MISCELLANEOUS.

        (a)     This Agreement shall be construed under the laws of the
                Commonwealth of Pennsylvania.

        (b)     This Agreement constitutes the entire understanding of the
                parties hereto with respect to the subject matter hereof and may
                only be amended or modified by written agreement signed by the
                parties hereto. This Agreement specifically supercedes the
                agreement entered into between the Corporation and the Executive
                dated as of August 5, 1996 with respect to the subject matter
                hereof, and by the execution of this Agreement, the previous
                agreement is hereby terminated and of no further force and
                effect.

        (c)     The Corporation will require any successor (whether direct or
                indirect, by purchase, merger, consolidation or otherwise) to
                all or substantially all of the business and/or assets of the
                Corporation, by agreement in form and substance satisfactory to
                the Executive, to expressly assume and agree to perform this
                Agreement in the same manner required of the Corporation and to
                perform it as if no such succession had taken place. As used in
                this Agreement, "Corporation" shall mean the Corporation as
                hereinbefore defined and any successor to its business and/or
                assets as aforesaid which executes and delivers the agreement
                provided for in this subsection (c) or which otherwise becomes
                bound by all of the terms and provisions of this Agreement by
                operation of law.

        (d)     This Agreement shall inure to the benefit of and be enforceable
                by the Executive and the Corporation and their respective legal
                representatives, executors, administrators, successors, heirs,
                distributees, devisees and legatees. If the Executive should die
                while any amounts would still be payable to him hereunder if he
                had continued to live, all such amounts, unless otherwise
                provided herein, shall be paid in accordance with the terms of
                this Agreement to his devisee, legatee or other designee or, if
                there be no such designee, to his estate.

        (e)     Any notice or other communication provided for in this Agreement
                shall be in writing and, unless otherwise expressly stated
                herein, shall be deemed to have been duly given if mailed by
                United States registered mail, return receipt requested, postage
                prepaid, addressed in the case of the Executive to his office at
                the Corporation with a copy to his residence and in the case of
                the Corporation to its principal executive offices, attention to
                the Chief Executive Officer.

        (f)     No provision of this Agreement may be modified, waived or
                discharged unless such waiver, modification or discharge is
                agreed to in writing signed by the Executive and approved by
                resolution of the Board of Directors of the Corporation. No
                waiver by



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                either party hereto at any time of any breach by the other party
                hereto of, or compliance with, any condition or provision of
                this Agreement to be performed by such other party shall be
                deemed a waiver of similar or dissimilar provisions or
                conditions at the same or at any prior or subsequent time. No
                agreements or representations, oral or otherwise, express or
                implied, with respect to the subject matter hereof have been
                made by either party which are not set forth expressly in this
                Agreement.

        (g)     The invalidity or unenforceability of any provisions of this
                Agreement shall not affect the validity or unenforceability of
                any other provision of this Agreement, which shall remain in
                full force and effect. If any provision hereof shall be deemed
                invalid or unenforceable, either in whole or in part, this
                Agreement shall be deemed amended to delete or modify, as
                necessary, the offending provision and to alter the bounds
                thereof in order to render it valid and enforceable.

        (h)     This Agreement may be executed in one or more counterparts, each
                of which shall be deemed to be an original but all of which
                taken together will constitute one and the same instrument.

        (i)     If litigation should be brought to enforce, interpret or
                challenge any provision contained herein, the prevailing party
                shall be entitled to its reasonable attorney's fees and
                disbursements and other costs incurred in such litigation and,
                if a money judgment be rendered in favor of the Executive, to
                interest on any such money judgment obtained calculated at the
                prime rate of interest in effect from time to time at Mellon
                Bank, N.A., from the date that the payment should have been made
                or damages incurred under this Agreement.

        IN WITNESS WHEREOF, this Agreement has been executed on the date first
above written.


                                        TOLLGRADE COMMUNICATIONS, INC.


                                        By: /s/ Sara M. Antol, Secretary
                                            ------------------------------------




                                               /s/ Eric Sucharski
                                        ----------------------------------------



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