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                                                                   EXHIBIT 10.13

                             EMPLOYMENT AGREEMENT

THIS AGREEMENT (this "Agreement") is executed at 1215 Apollo Way, Sunnyvale,
CA  94086, Santa Clara County, California between INVERSE NETWORK TECHNOLOGY,
a California corporation and its affiliates (the "Company"), and Michael
Watters, whose address is Emilie Avenue, Atherton, CA 94025  ("Employee")
on this 15th day of September  1999, and shall be effective as of the Closing
Date (as defined in the Merger Agreement (as defined)).

WHEREAS, Employee has heretofore been employed by the Company, serving as
President and Chief Executive Officer;

WHEREAS, Employee is the holder of 3,924,000 shares of the common stock,
7,500 shares of Series A Preferred Stock and 6,066 shares of Series B
Preferred Stock, each of the Company (the "Employee Shares");

WHEREAS, the Company, Visual Networks, Inc. ("Visual"), and Visual
Acquisitions Two, Inc. have executed an Agreement and Plan of Merger (the
"Merger Agreement") which will result in the Employee Shares in the Company
being converted into shares of Visual (the "Merger");

WHEREAS, as a condition of the future employment of Employee by the Company,
the parties now wish to set forth their agreements relating to Employee's
employment with the Company in accordance with the terms and conditions
specified in this Agreement;


NOW, THEREFORE, in consideration of the premises, the future employment of
Employee by the Company, and the mutual covenants contained herein, the
parties agree as follows:

1.    EMPLOYMENT.  The Company hereby employees Employee, and Employee
      accepts such employment, as President and Chief Executive Office for
      the Company prior to the Merger, and as Chief Operating Officer of
      Visual after the Merger, to perform such duties as may be reasonably
      assigned by the Company's Board of Directors or, following the Merger,
      by Visual's Board of Directors or Chief Executive Officer.  Employee
      will also perform such additional duties as he may be assigned.
      Employee and the Company both recognize that the services to be
      rendered by Employee during the term of his employment are special,
      unique, and of extraordinary character.

2.    MANNER OF PERFORMANCE.  Employee shall devote his full business time,
      best efforts and ability, skill and attention exclusively to the duties
      assigned to him from time to time and to the furtherance of the best
      business objectives and interests of the Company, all to the exclusion
      of other employers or interests, or their products and service.
      Notwithstanding the foregoing, Employee may engage in activities in
      connection with any charitable or civic activities, personal
      investments, serving as a director or advisor to other companies or
      ventures or as an executor, trustee or in other similar fiduciary
      capacity; provided, however, that such activities do not interfere with
      his performance of his responsibilities


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      and obligations pursuant to this Agreement and are not competitive with
      the Company.

3.    COMPENSATION.

      (a)   For all of the service rendered by Employee to the Company,
      Employee shall receive an annual base salary of not less than One
      Hundred and Seventy Five Thousand dollars ($175,000), payable in
      reasonable periodic installments in accordance with the Company's
      regular payroll practices in effect from time to time.

      (b)   In addition to Employee's base salary, Employee shall be eligible
      for an annual bonus targeted at twenty-five percent (25%) of his then
      base salary.

      (c)   Throughout the term of this Agreement and as long as they are
      kept in force by the Company, Employee shall be entitled to participate
      in and receive such employee benefits and perquisites as are available
      to other similarly situated employees of the Company.

4.    SPECIALIZED TRAINING.  The Company has provided and shall continue to
      provide Employee with specialized and shall furnish him with all of the
      proprietary information of the Company.  All such information,
      equipment and materials shall remain the property of the Company and
      shall be returned upon demand.

5.    PROPRIETARY INFORMATION AGREEMENT.  Employee and the Company
      acknowledge and agree that the Proprietary Information Agreement dated
      as of ________, 199__, shall remain in full force and effect.

6.    PROTECTION OF THE COMPANY'S BUSINESS.  Employee agrees and covenants
      that, during the term of his employment with the Company and for a
      period of eighteen (18) months from the effective date of the Merger,
      the Employee will not directly or indirectly, in all locations where
      the Company carries on business, including Sunnyvale and Santa Clara
      County:

      (a)   recruit, solicit or induce, or attempt to induce, any employee or
      employees of the Company or its affiliates to terminate their
      employment with, or otherwise cease their relationship with, the
      Company or its affiliates; or

      (b)   make any competitive sales or service contracts with, or solicit,
      accept, or service any competitive business from, any client or
      customer of the Company for whom Employee had sales or service or other
      material responsibilities during Employee's employment with the
      Company; or

      (c)   in any other way carry on a business competitive to that of the
      Company.

7.    REMEDIES.  In the event of a breach or threatened breach by Employee of
      any obligation(s) or covenant(s) under Section 6 of this Agreement, the
      Company shall be


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      entitled to injunctive relief in addition to any and all other rights and
      remedies which it may have.

8.    TERMINATION OF EMPLOYMENT.

      (a)   With Cause:  Employee's employment may be terminated by the
      Company without advance notice to Employee for "cause." As used in this
      Agreement, "cause" shall be defined as:

            (i)   conviction of or plea of nolo contendre to a nonvehicular
      felony;

            (ii)  willful violation of specific and lawful directions from
      the Board of Directors of the Company or excessive absenteeism which
      shall continue for a period of thirty (30) days after written notice
      thereof is given of such violation or absenteeism;

            (iii) embezzlement or theft of Company assets, or other fraud or
      dishonesty as determined in a court of law; or

            (iv)  material breach by Employee of the provisions of this
      Agreement, which breach shall continue for a period of thirty (30) days
      after a written notice thereof is given to Employee.

      (b)   Without Cause:  The employment of Employee may be terminated
      without cause by either party upon two (2) weeks notice.  In the event
      Employee's employment is terminated without cause, or in the event
      Employee voluntarily resigns his employment for good reason, Employee
      shall be entitled to the following as severance:

            (i)   in a lump sum all unpaid salary, vacation and bonus accrued
      through the date of termination;

            (ii)  payable in the discretion of the Company either in a lump
      sum or over a period of twelve (12) months in accordance with the
      Company's normal payroll practices, an amount equal to the sum of (x)
      Employee's one year base salary then in effect and (y) the greater of
      the amount Employee would have received as a bonus in the year of
      termination assuming that all performance targets or other conditions
      for receipt of such bonus were met, or the amount of Employee's bonus
      in the year prior to termination;

            (iii) notwithstanding any provision to the contrary contained in
      any plan or agreement, Employee shall become 100% vested in all
      restricted stock owned by Employee as of the date hereof to the extent
      not previously vested.

      As used in this Agreement, "good reason" shall mean:

            (A)   the assignment to Employee of any duties materially
      inconsistent with his


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      authority, duties or responsibilities, or any other action by the Company
      which results in a material diminution or material adverse change in such
      authority, duties or responsibilities, other than such assignment or any
      other such action which is not related to any failure by Employee to
      satisfy mutually agreed upon performance goals, excluding for this purpose
      an isolated action not taken in bad faith by the Company and which is
      remedied prior to the expiration of the 30-day period after receipt of
      notice thereof given by Employee; or

            (B)   any material breach of this Agreement by the Company, other
      than an isolated failure not occurring in bad faith and which is
      remedied prior to the expiration of the 30-day period after receipt of
      written notice thereof given by Employee; or

            (C)   any material reduction in Employee's base salary or bonus
      opportunities which is not related to any failure by Employee to
      satisfy mutually agreed upon performance goals; or

            (D)   without Employee's consent, relocation of Employee's
      principal office location by more than 20 miles from Sunnyvale,
      California.

9.    SEVERABILITY.  If any clause or portion of this Agreement, or any
      covenant or restriction against competition set forth herein, is
      determined or declared to be void, unenforceable, excessive, or
      unreasonable, all remaining parts of the Agreement shall be enforceable
      to the full extent found valid and/or reasonable by any Court of
      competent jurisdiction.

10.   GENERAL CONDITIONS.  This Agreement is executed under and shall be
      construed in accordance with the laws of the State of California,
      irrespective of the legal residence of the Employee.  The rights and
      obligations hereunder shall be binding upon and inure to the benefit of
      the successors or assigns of the parties.  No waiver by the Company of
      any breach hereunder by Employee shall be deemed or construed as a
      waiver of any other breach or of any subsequent breach.  This Agreement
      constitutes the entire agreement between the parties and all prior or
      contemporaneous agreements or understandings, whether written or oral,
      are revoked and integrated herein.


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      IN WITNESS WHEREOF, the parties have each caused this Employment
Agreement to be executed on the day and in the year below written.



                        INVERSE NETWORK TECHNOLOGY


Dated:     /    /             By: /s/ MIKE GENNERO
                                 ----------------------------
                              Name:  Mike Gennero
                              Title: CFO


Dated:     /    /             /s/ MICHAEL WATTERS
                              -------------------------------
                              Employee