Exhibit 10.31


October 18, 2001

Mr. John Saunders
8476 Portland Place
McLean, VA  22101

Dear John:

         On behalf of Visual Networks, Inc. ("Visual"), it is my pleasure to
confirm in writing our offer of employment for the position of Vice President,
Finance. We feel that your unique skills and experience will be an asset to our
Company and that Visual will offer you an enriching and challenging opportunity.
The details of our offer are included in the Terms of Employment attachment.

         As a new employee, you will attend Visual's New Employee Orientation on
your first day of employment to introduce you to the Company and its various
benefits and programs. At that time, you will be provided with all of the
necessary paperwork to complete the new hire process.

         In accordance with the Immigration Reform and Control Act of 1986
(IRCA) and any amendments, Visual is required to verify the identity and
employment eligibility of each new employee. You will be asked to complete the
Employment Eligibility Verification (Form I-9) on your first day of employment.
Please review the enclosed list of acceptable documentation prior to your first
day so that you can plan on providing the appropriate proof. Under federal law,
if you fail to provide proof of eligibility of employment within three business
days of your employment, Visual will be required to terminate the employment
relationship. This offer, therefore, is contingent upon your providing the
necessary documents within three business days from your start date.

         Once employed, you will be eligible to participate in Visual's
comprehensive benefits package, based on eligibility requirements, including
health insurance (medical, dental, and vision), short and long term income
maintenance protection (disability), life insurance, and a 401(k) deferred
income plan. These benefits represent Visual's commitment to you, your
dependents, and/or beneficiaries. Should you elect not to participate in the
Company-provided health insurance benefits, and subject to providing proof of
coverage under an alternative plan, you will be eligible to receive an
additional $75.00 gross per month, in lieu of such Company-provided coverage.

         This letter is a summary of the Company's employment offer to you. It
is not a contract, and your employment at Visual will at all times be at-will
and for an unspecified duration. This letter does not alter your right or
Visual's right to terminate the employment relationship at any time or for any
reason. Based on your individual skills and contributions, you may be asked to
participate on team assignments different from the assignment given upon your
initial employment. Additionally, from time to time, we review our benefits
programs, policies, and practices, and we may alter or change them at any time
at our discretion.

         This offer of employment is contingent upon your execution of this
offer letter and the "Confidentiality, Non-Disclosure, and Non-Solicitation
Agreement". Prior to your anticipated start date, please sign one copy of each
document, keep one copy of each for your files, and return the signed originals
to Human Resources.

         We sincerely believe that this position will offer you a challenging
opportunity and will be professionally and personally satisfying to you. Should
you have any questions, please feel free to contact me at any time at (301)
296-3340.

         We look forward to having you join us during one of the most
challenging and exciting periods in Visual's history.

         Welcome to Visual Networks!!


Sincerely,


Tracy Behzad
Vice President, Human Resources


ACCEPTED BY:

----------------------------------               -----------------------------
John Saunders                                                 Date


Enclosures

*Stock Options are subject to the Terms and Conditions set by Visual's Board
of Directors

<PAGE>





                               Terms of Employment

Employee:         John Saunders

Employer:         Visual Networks, Inc.

Position:         Vice President, Finance
                  Employee is expected to be elevated to the position of Chief
                  Financial Officer no later than February 1, 2002. *

Supervisor:       President

Functional Responsibilities:  Accounting, Finance, Legal, and Facilities

Start Date:       October 29, 2001

This document does not constitute an employment contract. Visual Networks is an
"at will" employer and can terminate any employment relationship with or without
cause.

Cash Compensation

Annual base pay       $185,000, payable in accordance with Visual Networks'
regular payroll plan.

Annual Target Bonus:  $61,667 at plan (2001 and 2002 plans to be determined by
President).  For 2001, this bonus will be prorated for two months.

     *In the event that the Company does not elevate Employee to the position of
Chief Financial  Officer by February 1, 2002 for any reason,  Employee shall, at
his option,  be  entitled to a lump sum amount of $46,250  (plus all accrued but
unpaid  compensation  and  benefits)  in the  event he no longer  desires  to be
employed by the Company. Additionally, if Employee is terminated "without cause"
at any time prior to February 1, 2002,  Employee shall be entitled to a lump sum
amount of $46,250 (plus all accrued but unpaid compensation and benefits).

Stock Compensation

     Employee will be granted  non-statutory  stock options to purchase  150,000
shares of the  Company's  common  stock at an  exercise  price equal to the fair
market value of the Company's common stock on the first day of employment. These
options will vest in accordance with Employee's Option Agreement.

     The Option  Agreement  shall provide that in the event of change of control
as  a  result  of  acquisition,  merger,  consolidation,   transfer  of  all  or
substantially  all of the assets of the Company or event, then all options would
vest in full coincident with such event.

Benefits

     Beginning  November 1, 2001,  Visual  Networks  will provide  comprehensive
medical  insurance,   dental  insurance  and  short  and  long-term   disability
protection. The company also provides a $100,000 term life insurance policy.

     You will be given 20 days of leave  annually  for  sickness,  vacation,  or
other personal matters. Additionally,  four weeks of "sabbatical" will be earned
every four years and must be taken within a finite period of being  earned.  All
leave must be approved by employee's supervisor.

     Visual Networks has 10 paid holidays per year.

     You will be eligible for  participation in other employee  benefits such as
the 401(k) Plan,  the Employee  Stock  Purchase Plan and Evergreen  stock option
grants in accordance with eligibility requirements and company practices.