Exhibit 10.32



                                      - 1 -


                              CONSULTING AGREEMENT

    This Consulting  Agreement (the  "Agreement") is entered into on February
16, 2002 by and between Peter J. Minihane (the "Consultant") and Visual
Networks, Inc. (the "Company").


                                    RECITALS

    WHEREAS,  Consultant has agreed to perform  consulting work for the Company
in connection with the activities specified herein;

    NOW, THEREFORE, THE PARTIES hereby agree as follows:

1.  Consultant's  Services.  Consultant shall be available and shall provide
to the  Company  professional  services  as set forth on Exhibit A hereto.  Such
services  shall be for a period of two months unless the parties hereto agree in
writing to extend such period.

2.  Consideration.

    a. Rate.  In  consideration  of the services to be performed by  Consultant
under this Agreement, the Company will pay Consultant at the rate of $18,750 per
month payable monthly for a period of two months.

    b. Expenses.  Additionally,  the Company will reimburse  Consultant for the
reasonable,  direct expenses incurred specifically in connection with consulting
work performed for the Company,  provided that the Consultant  receives  advance
written  approval  from Elton King for  individual  expense items for amounts in
excess of $1,000.  Consultant  shall submit written  documentation  and receipts
itemizing  the dates on which  expenses  are  incurred.  The  Company  shall pay
Consultant  the amounts due pursuant to submitted  reports  within  fifteen (15)
days after a report is received by the Company.

3.  Independent Contractor.

    a. No Employment  Relationship.  Nothing  contained  herein or any document
executed   in   connection   herewith   shall  be   construed   to   create   an
employer-employee, partnership or joint venture relationship between the Company
and Consultant.  Consultant is an independent  contractor and not an employee of
the Company or any of its  subsidiaries  or affiliates.  The  consideration  set
forth  in  Section  2 of this  Agreement  shall be the  sole  consideration  due
Consultant  for the  services  rendered  hereunder  unless the parties  agree in
writing to extend the consultancy period. It is understood that the Company will
not  withhold  any  amounts  for  payment  of  taxes  from the  compensation  of
Consultant  hereunder.  Consultant will not represent to be, or hold himself out
as, an employee of the Company,  and Consultant  acknowledges  that he shall not
have the right or entitlement to any of the pension, retirement or other benefit
programs now or hereafter available to the Company's regular employees.  Any and
all sums  subject to  deductions,  if any,  required to be withheld  and/or paid
under any applicable  state,  federal or local laws shall be  Consultant's  sole
responsibility and Consultant shall indemnify and hold Company harmless from any
and all damages, claims and expenses arising out of or resulting from any claims
asserted  by  any  taxing  authority  as a  result  of  or  in  connection  with
Consultant's failure to make payments as a independent contractor.

    Consultant agrees and acknowledges that, as an independent  contractor,  he
is not entitled to  participate in any of the benefit plans or programs that the
Company now or hereafter maintains for its employees.

    b.  Time   Commitment.   Consistent  with  the  parties'  intent  that  the
relationship  created  by  this  Agreement  be  that of  service  recipient  and
independent  contractor,   Consultant  shall  not  be  required  to  devote  any
particular  hours during the term of this Agreement;  however,  Consultant shall
use all reasonable efforts to meet any project or task deadlines or milestones.

<PAGE>


     c. Non-Exclusivity.   Consistent   with  the  parties'  intent  that  the
relationship  created  by  this  Agreement  be  that of  service  recipient  and
independent contractor,  Consultant shall have the right to perform services for
others during the duration of this agreement,  provided that such performance is
not  rendered  for  a  competitor.   For  the  purposes  of  this  provision,  a
"competitor" is defined as any company,  partnership,  business  organization or
the like that engages in the sale of,  service of, or  production  of product(s)
that are substantially the same or similar to those of, or offered by, Company.

4.  Term.  This  Agreement  shall  commence  on the date  hereof  and shall
terminate on the expiration of the consultancy  period or at the election of the
Company,  with or  without  cause,  upon  three  days  prior  written  notice to
Consultant or by the  Consultant,  with or without cause,  upon three days prior
written notice to the Company.

5.  Competent Work.  All work hereunder will be performed in a professional
fashion.

6.  Representations and Warranties. Consultant will make no representations,
warranties,  or  commitments  binding the Company  without the  Company's  prior
consent.

7.  Confidential Information and Works for Hire.

    a. Confidentiality.  Consultant  acknowledges and agrees that in the course
of the  performance of services  pursuant to this  Agreement,  Consultant may be
given access to, or come into  possession  of,  confidential  information of the
Company,  which  information  contains trade secrets,  proprietary data or other
confidential information.  Consultant further agrees that Company is entitled to
exclusive  protection  against  use by  Consultant  of any and  all  information
relative to the activities of Company,  including,  but not limited to, identity
of  customers,  contracts,  technical  and  production  know-how,  developments,
formulae, devices, inventions, processes, administrative procedures or financial
information. Consultant acknowledges and agrees that she will not use, duplicate
or divulge to others any such trade secrets,  proprietary  data, or confidential
information of the Company except in connection with the performance of services
under this Agreement, so long as the secret or confidential nature of such trade
secrets,  proprietary  data,  or  confidential  information  of the  Company  is
preserved by Company;  it being  understood that it shall not be deemed a breach
of this Agreement if by means other than Consultant's  deliberate or inadvertent
disclosure,  trade secrets, proprietary data, or confidential information of the
Company  become well known or easily  accessible to the public or competitors of
Company or if Consultant is compelled by judicial or administrative  proceedings
to disclose trade secrets,  proprietary data, or confidential information of the
Company and  Consultant  has  afforded  the Company  the  opportunity  to obtain
assurance that compelled  disclosure will be kept confidential.  The obligations
of this Section shall survive the termination of this Agreement.

    b. Works for Hire.  Consultant  acknowledges and agrees that as part of his
engagement with the Company he is expected to make new contributions of value to
the Company  and agrees to  promptly  disclose to the Company any and all ideas,
discoveries,   works  of  authorship,   writings,  computer  software  programs,
know-how,   processes,   formulas,   improvements  or  revisions  (collectively,
"Works"),   whether   copyrightable   or  not   copyrightable,   patentable   or
unpatentable,  which he may make,  devise,  conceive,  create,  design,  invent,
develop or discover, either solely or jointly with another or others, during his
engagement  by and at the request of the Company.  Any and all of the  foregoing
shall  belong  exclusively  to the Company and be deemed to be "Works for Hire,"
and the Company shall be deemed the author or creator thereof.

    c. Assignment of Works.  Consultant shall assign to the Company, and hereby
does so assign, all Works disclosed,  or required to be disclosed, in accordance
with  this  Section  and  assigns  the  right to  obtain  patents  or  copyright
registrations  on any and all such Works in any or all  countries in his name or
otherwise.  Upon the  request of the  Company,  whether  or not made  during the
period of his engagement  with the Company,  Consultant  shall,  without further
compensation,  assist  the  Company  in any way  necessary,  including,  but not
limited to executing  documents,  to  accomplish  the  following,  in any or all
countries,  with  respect  to any and all Works  disclosed,  or  required  to be
disclosed,  in accordance  with this Section:  (i) to perfect in the Company all
right,  title and interest in and to the Work;  (ii) to file for and/or obtain a
patent or patents or a copyright registration or copyright  registrations on the
Work; and (iii) to protect and enforce the Company's rights in the Work.

<PAGE>


8.  Company Property.  Consultant agrees and covenants that Consultant shall
not remove or copy any  computer  programs,  files or  information  contained in
files,  or otherwise  pertaining to the business of Company  without the express
written  consent of Company,  who in all events  shall be  considered  to be the
owner and possessor of all such programs,  files,  documents,  and  information.
Consultant covenants and agrees that Consultant shall in no way utilize any such
information in  Consultant's  possession for the gain or advantage of Consultant
and/or to the detriment of Company. Upon a termination of this Agreement,  or at
such earlier date as Company may request,  Consultant shall deliver forthwith to
Company all such programs,  files, memoranda,  notes, records, reports and other
documents  (including  all  copies  thereof)  which  are  then  in  Consultant's
possession or control.

9.  Miscellaneous.

    a. Binding  Effect,  Assignment.  This Agreement  shall be binding upon and
shall insure to the benefit of  Consultant  and the Company and to the Company's
successors and assigns.  Nothing in this Agreement  shall be construed to permit
the assignment by Consultant of any of his rights or obligations hereunder,  and
such assignment is expressly prohibited without the prior written consent of the
Company.

    b. Amendment and Non-Waiver: No amendment or modification of this Agreement
shall be valid unless in writing and signed by the parties.  No waiver of any of
the  provisions of this  Agreement  shall be valid unless the same is in writing
and signed by the party against whom it is sought to be enforced.  Any waiver of
any breach of this Agreement  shall not be considered to be a continuing  waiver
or consent to any subsequent breach on the part of either party.

    c. Severability: All provisions of this Agreement are severable, and if any
of them is  determined  to be  invalid  or  unenforceable  for any  reason,  the
remaining  provisions and portions of this Agreement shall be unaffected thereby
and shall remain in full force to the fullest extent permitted by law.

    d. Governing  Law: This  Agreement  shall be governed by, and construed and
enforced in accordance  with, the laws of the State of Maryland,  without giving
effect to the principles of conflicts of law thereof.

    e.  Headings:  The headings and other  captions in this  Agreement  are for
convenience and reference only and shall not be used in interpreting, construing
or enforcing any of the provisions of this Agreement.

    f. Entire Agreement:  This Agreement  contains the entire  understanding of
Consultant  and the  Company  with  respect  to the  subject  matter  hereof and
supersedes any and all prior understandings,  written or oral, provided however,
that the Confidentiality,  Non-Disclosure and Non-Solicitation Agreement between
the Company and  Consultant,  dated as of June 27,  1997,  shall  remain in full
force and effect.


         WHEREFORE, the parties have executed this Agreement as of the date
written above.


VISUAL NETWORKS, INC.


By:      /s/ Elton King
Name:    Elton King
Title:   President and Chief Executive Officer


CONSULTANT:


         /s/ Peter J. Minihane
         Peter J. Minihane


<PAGE>





                                    EXHIBIT A

    Consultant shall provide to the Company,  as requested by the President and
Chief Executive  Officer,  consulting  services related to the Company's cost of
goods  reduction  effort.  His  services are required for a period of two months
commencing February 16, 2002 and ending April 15, 2002.