Exhibit 10.29

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED IN A TRANSACTION NOT
INVOLVING ANY PUBLIC OFFERING AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.

VISUAL NETWORKS, INC.

Nonstatutory Stock Option Grant Agreement

This Grant Agreement (the Agreement") is entered into this 3rd day of
May, 2001 (the Grant Date"), by and between VISUAL NETWORKS, INC., a Delaware
corporation (the Company"), and ELTON KING (the Optionee").

In consideration of the premises, mutual covenants and agreements herein,
the Company and the Optionee agree as follows:

1. Grant of Option. The Company hereby grants to the Optionee a
nonstatutory stock option to purchase from the Company, at a price of $3.92 per
share (the Exercise Price"), One million (1,000,000) shares of Common Stock of
the Company, $0.01 par value per share (Common Stock"), subject to the
provisions of this Agreement (the Option"). The Option will expire at 5:00
p.m. Eastern Time on the last business day preceding the tenth anniversary of
the Grant Date (the Expiration Date"), unless fully exercised or terminated
earlier.

2. Terminology.



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|(a) Except where the context otherwise requires, the term Companyas
used herein includes Visual Networks, Inc. and its affiliates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(b) This Agreement will be administered by Compensation Committee of the
Board of Directors of the Company or by the full Board of Directors in its
discretion (each hereinafter referred to as the Administrator").                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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|(c) The term Fair Market Valueas used herein means, with respect to a
share of Common Stock for any purpose on a particular date, the value
determined by the Administrator in good faith. However, if the Common Stock is
registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934
(the Exchange Act), Fair Market Valuemeans, as applicable, (i) either the
closing price or the average of the high and low sale price on the relevant
date, as determined in the Administrators discretion, quoted on the New York
Stock Exchange, the American Stock Exchange, or the Nasdaq National Market;
(ii) the last sale price on the relevant date quoted on the Nasdaq SmallCap
Market; (iii) the average of the high bid and low asked prices on the relevant
date quoted on the Nasdaq OTC Bulletin Board Service or by the National
Quotation Bureau, Inc. or a comparable service as determined in the
Administrators discretion; or (iv) if the Common Stock is not quoted by any of
the above, the average of the closing bid and asked prices on the relevant date
furnished by a professional market maker for the Common Stock, or by such other
source, selected by the Administrator. If no public trading of the Common
Stock occurs on the relevant date, then Fair Market Value shall be determined
as of the next preceding date on which trading of the Common Stock does occur.
For all purposes under this Agreement, the term relevant dateas used in this
Section 2(c) means either the date as of which Fair Market Value is to be
determined or the next preceding date on which public trading of the Common
Stock occurs, as determined in the Administrators discretion.





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3. Exercise of Option.



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|(a) Right to Exercise. Except as otherwise provided in this Agreement,
this Option may be exercised as to its vested portion at any time and from time
to time, in whole or in part, on or before the Expiration Date or earlier
termination of the Option. In the event of the Optionees death, disability,
or other termination of employment or service relationship, the exercisability
is governed by Section 4 below.
|                                                                                                                                                                                                                                                                                                                                                                                                                            
|(b) Vesting. The Option will become vested over thirty-six (36) months,
as follows; provided, however, that the Optionee is in the continuous employ of
or in a service relationship with the Company from the date the Optionees
employment with the Company commences (Commencement Date)through the
applicable date upon which vesting is scheduled to occur:                                                         



| | (i)  |  | 20% of the Option shall be vested on the
Commencement Date, and                                                                                                                                                                                                    
| | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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| | (ii) |  | 2.666% of the Option shall become vested, on the
15th day of each month, over a thirty (30) month period that
commences January 15, 2002 (rounded down to the nearest whole
share each month, except for the thirtieth month, in which
case vesting is rounded up).

Unless the Option has earlier terminated, vesting of the Option will be
accelerated so that the outstanding unvested portion of the Option will become
100% vested immediately before the occurrence of a Change in Control in the
Company. For purposes of this Agreement, a Change in Control of the Company
shall occur or be deemed to have occurred only if:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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| | (1) any person, as such term is used in Sections 13(d) and 14(d)
of the Exchange Act (other than the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of the
Company, or any corporation owned directly or indirectly by the
stockholders of the Company in substantially the same proportion as their
ownership of stock of the Company), is or becomes the beneficial owner
(as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 50% or more of the
combined voting power of the Companys then outstanding securities;                                                                                                                                                                                                             
|
| | (2) during any period of two consecutive years ending during the
term of the Plan, individuals who at the beginning of such period
constitute the Board of Directors of the Company, and any new director
(other than a director designated by a person who has entered into an
agreement with the Company to effect any transaction described in clause
(1), (3) or (4) of this Section 3(b)) whose election by the Board of
Directors or nomination for election by the Companys stockholders was
approved by a vote of at least two-thirds of the directors then still in
office who were either directors at the beginning of the period or whose
election or whose nomination for election was previously so approved
(collectively, the Disinterested Directors), cease for any reason to
constitute a majority of the Board of Directors;
|
| | (3) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than (i) a
merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than 50% of the combined voting
power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation or (ii) a
merger or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no person (as herein above
defined) acquires more than 50% of the combined voting power of the
Companys then outstanding securities; or            



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| | (4) the stockholders of the Company approve a plan of complete
liquidation of the Company or the sale of all or substantially all of the
Companys assets which, in either case, has not previously been approved
by a majority of the Disinterested Directors.



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|(c) Exercise Procedure. Subject to the conditions set forth in this
Agreement, this Option shall be exercised by delivery of written notice of
exercise on any business day to the Corporate Secretary of the Company in such
form as the Company may require from time to time. Such notice shall specify
the number of shares in respect of which the Option is being exercised and
shall be accompanied by full payment of the Exercise Price for such shares in
accordance with Section 3(d) of this Agreement. The exercise will be effective
upon receipt by the Corporate Secretary of the Company of such written notice
accompanied by the required payment or properly executed, irrevocable
instructions to effectuate a broker-assisted cashless exercise. The Option may
be exercised only in multiples of whole shares and may not be exercised at any
one time as to fewer than ten (10) shares (or such lesser number of shares as
to which the Option is then exercisable). No fractional shares will be issued
pursuant to this Option.                                                                               
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|(d) Method of Payment. Payment of the Exercise Price may be made by
delivery of cash, certified or cashiers check, money order or other cash
equivalent acceptable to the Administrator in its discretion, a broker-assisted
cashless exercise in accordance with Regulation T of the Board of Governors of
the Federal Reserve System through a brokerage firm approved by the
Administrator, or a combination of the foregoing. In addition, payment of the
Exercise Price may be made by any of the following methods, or a combination
thereof, as determined by the Administrator in its discretion at the time of
exercise: (i) by tender (via actual delivery or attestation) to the Company of
other shares of Common Stock of the Company which have a Fair Market Value on
the date of tender equal to the Exercise Price, provided that such shares have
been owned by the Optionee for a period of at least six months free of any
substantial risk of forfeiture or were purchased on the open market without
assistance, direct or indirect, from the Company; or (ii) by any other method
approved by the Administrator.
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|(e) Issuance of Shares upon Exercise. Upon due exercise of the Option, in
whole or in part, in accordance with the terms of this Agreement, the Company
will issue to the Optionee, the brokerage firm specified in the Optionees
delivery instructions pursuant to a broker-assisted cashless exercise, or such
other person exercising the Option, as the case may be, the number of shares of
Common Stock so paid for, in the form of fully paid and nonassessable stock and
will deliver certificates therefor as soon as practicable thereafter. The
stock certificates for any shares of Common Stock issued hereunder will, unless
such shares are registered or an exemption from registration is available under
applicable federal and state law, bear a legend restricting transferability of
such shares.                                                                                                                                                                                                                                                                                                                 

4. Termination of Employment or Service.



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|(a) Exercise Period Following Cessation of Employment or Service
Relationship, In General. If the Optionee ceases to be employed by, or in a
service relationship with, the Company for any reason other than death, total
and permanent disability (as defined in Section 4(b) below) or discharge for
Cause (as defined in Section 4(d) below), (i) this Option will terminate
immediately upon such cessation to the extent it is unvested, and (ii) this
Option will be exercisable during the three (3) month period following such
cessation with respect its vested portion, but in no event after the Expiration
Date. Unless sooner terminated, this Option will terminate in its entirety
upon the expiration of such three (3) month period.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(b) Disability of Optionee. Notwithstanding the provisions of Section
4(a) above, if the Optionee ceases his employment or service relationship with
the Company as a result of his or her total and permanent disability, (i) this
Option will terminate immediately upon such cessation to the extent it is
unvested, and (ii) this Option will be exercisable during the one (1) year
period following such                                                                                                                                                                                                                                                                                                                                         



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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
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|cessation with respect to its vested portion, but in no event after the
Expiration Date. Unless sooner terminated, this Option will terminate in its
entirety upon the expiration of such (1) year period. For purposes of this
Agreement, total and permanent disabilitymeans the inability to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or which
has lasted or can be expected to last for a continuous period of not less than
twelve months. The Administrator may require such proof of total and permanent
disability as the Administrator in its sole discretion deems appropriate and
the Administrators good faith determination as to whether the Optionee is
totally and permanently disabled will be final and binding on all parties
concerned.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(c) Death of Optionee. If the Optionee dies prior to the Expiration Date
or other termination of the Option, including if the Optionee dies during the
three (3) month period following termination of service for reasons other than
Cause, (i) this Option will terminate immediately upon the Optionees death to
the extent it is unvested, and (ii) this Option will be exercisable during the
one (1) year period following the date of death of the Optionee with respect to
its vested portion, but in no event after the Expiration Date, by the
Optionees executor, personal representative, or the person(s) to whom this
Option is transferred by will or the laws of descent and distribution. Unless
sooner terminated, this Option will terminate in its entirety upon the
expiration of such one (1) year period.                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(d) Cause. Notwithstanding anything to the contrary herein, this Option
will terminate in its entirety, regardless of whether the Option is vested in
whole or in part, immediately upon the Optionees discharge of employment or
service relationship for Cause or upon the Optionees commission of conduct
constituting Cause during any period following the cessation of employment or
service relationship during which the Option otherwise would be exercisable.
For purposes of this Agreement, Causeshall have the meaning set forth in the
employment agreement entered into between the Optionee and the Company, as the
same may be amended from time to time, and shall be determined in a manner
consistent with the procedure set forth therein.                                                                                                            

5. Adjustments and Business Combinations.



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|(a) Adjustments for Events Affecting Common Stock. In the event of
changes affecting the Company, the capitalization of the Company or the Common
Stock of the Company by reason of any stock dividend, spin-off, split-up,
recapitalization, merger, consolidation, business combination or exchange of
shares and the like, the Administrator will, in its discretion, make
appropriate adjustments to the number, kind and price of shares covered by this
Option, and will, in its discretion and without the consent of the Optionee,
make any other adjustments in this Option, including but not limited to
reducing the number of shares subject to the Option or providing or mandating
alternative settlement methods such as settlement of the Option in cash or in
shares of Common Stock or other securities of the Company or of any other
entity, or in any other matters which relate to the Option as the
Administrator, in its sole discretion, determines to be necessary or
appropriate.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(b) Pooling of Interests Transaction. Notwithstanding anything in this
Agreement to the contrary and without the consent of the Optionee, the
Administrator, in its sole discretion, may make any modifications to the
Option, including but not limited to cancellation, forfeiture, surrender or
other termination of the Option in whole or in part, solely to the extent
necessary to facilitate any business combination that is authorized by the
Board to comply with requirements for treatment as a pooling of interests
transaction for accounting purposes under generally accepted accounting
principles.                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(c) Adjustments for Unusual Events. The Administrator is authorized to
make, in its discretion and without the consent of the Optionee, adjustments in
the terms and conditions of, and the criteria included in, the Option in
recognition of unusual or nonrecurring events affecting the Company, or the
financial statements of the Company or any affiliate, or of changes in
applicable laws, regulations,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            



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|or accounting principles, whenever the Administrator determines that such
adjustments are appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Option.                                                                                              
|                                                                                                                                                                                                                                                                                                                                     
|(d) Binding Nature of Adjustments. Adjustments under this Section 5 will
be made by the Administrator, whose determination as to what adjustments, if
any, will be made and the extent thereof will be final, binding and conclusive.
No fractional shares will be issued pursuant to this Option on account of any
such adjustments.

6. Compliance with Securities Laws; Listing and Registration. If at any
time the Administrator determines that the delivery of Common Stock under this
Agreement is or may be unlawful under the laws of any applicable jurisdiction,
or federal or state securities laws, the right to exercise the Option or
receive shares of Common Stock pursuant to the Option shall be suspended until
the Administrator determines that such delivery is lawful. The Company shall
have no obligation to effect any registration or qualification of the Common
Stock under federal or state laws.

The Company may require that the Optionee, as a condition to exercise of
the Option, and as a condition to the delivery of any share certificate, make
such written representations (including representations to the effect that such
person will not dispose of the Common Stock so acquired in violation of federal
or state securities laws) and furnish such information as may, in the opinion
of counsel for the Company, be appropriate to permit the Company to issue the
Common Stock in compliance with applicable federal and state securities laws.

7. Investment Representations. The Optionee represents, warrants and
covenants that:

(a) Any shares purchased upon exercise of this Option shall be acquired
for the Optionees account for investment only and not with a view to, or for
sale in connection with, any distribution of the shares in violation of the
Securities Act of 1933 (the Securities Act") or any rule or regulation under
the Securities Act, and that he will not distribute the same in violation of
any state or federal law or regulation.

(b) The Optionee has had such opportunity as he has deemed adequate to
obtain from representatives of the Company such information as is necessary to
permit the Optionee to evaluate the merits and risks of his investment in the
Company.

(c) The Optionee is able to bear the economic risk of holding shares
acquired pursuant to the exercise of this Option for an indefinite period.

(d) The Optionee understands that (i) the shares acquired pursuant to the
exercise of this Option will not be registered under the Securities Act or
under the securities laws of any state and are restricted securities within
the meaning of Rule 144 under the Securities Act; (ii) such shares cannot be
sold, transferred or otherwise disposed of unless they are subsequently
registered under the Securities Act, and such registration or qualification as
may be necessary under the securities laws of any state, or an exemption from
registration is then available; (iii) in any event, the exemption from
registration under Rule 144 will not be available for at least one year from
date of exercise and even then will not be available unless a public market
then exists for the Common Stock, adequate information concerning the Company
is then available to the public and other terms and conditions of Rule 144 are
complied with; and (iv) there is as of the date of this Agreement no
registration statement on file with the Securities and Exchange Commission with
respect to any stock of the Company covered by this Option and the Company has
no obligation or current intention to register any shares acquired pursuant to
the exercise of this Option under the Securities Act.



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By making payment upon exercise of this Option, the Optionee shall be
deemed to have reaffirmed, as of the date of such payment, the representations
made in this Section 7.

8. Reservation of Shares. The Company will reserve and set apart and have
at all times, free from preemptive rights, a number of shares of authorized but
unissued Common Stock deliverable upon the exercise of this Option sufficient
to enable it at any time to fulfill all its obligations hereunder.

9. Non-Guarantee of Employment or Consulting Relationship. Nothing in
this Agreement alters the at-will or other employment or consulting status of
the Optionee, nor is to be construed as a contract of employment or consulting
relationship between the Company and the Optionee, or as a contractual right of
Optionee to continue in the employ of, or in a consulting relationship with,
the Company, or as a limitation of the right of the Company to discharge the
Optionee at any time with or without cause or notice and whether or not such
discharge results in the failure of any portion of the Option to vest or any
other adverse effect on the Optionees interests under this Agreement.

10. No Rights as a Stockholder. The Optionee will not have any of the
rights of a stockholder with respect to the shares of Common Stock that may be
issued upon the exercise of the Option until such shares of Common Stock have
been issued to him or her upon the due exercise of the Option. No adjustment
will be made for dividends or distributions or other rights for which the
record date is prior to the date such certificate or certificates are issued.

11. Nonstatutory Nature of the Option. This Option is not intended to
qualify as an incentive stock option within the meaning of Code section 422,
and this Agreement will be so construed. The Optionee acknowledges that, upon
exercise of this Option, the Optionee will recognize taxable income in an
amount equal to the excess of the then Fair Market Value of the shares over the
Exercise Price and must comply with the provisions of Section 12 of this
Agreement with respect to any tax withholding obligations that arise as a
result of such exercise.

12. Withholding of Taxes. At the time the Option is exercised, in whole
or in part, or at any time thereafter as requested by the Company, the Optionee
hereby authorizes withholding from payroll or any other payment of any kind due
the Optionee and otherwise agrees to make adequate provision for foreign,
federal, state and local taxes required by law to be withheld, if any, which
arise in connection with the Option. The Company may require the Optionee to
make a cash payment to cover any withholding tax obligation as a condition of
exercise of the Option. If the Optionee does not make such payment when
requested, the Company may refuse to issue any stock certificate until
arrangements satisfactory to the Administrator for such payment have been made.

The Company may, in its sole discretion, permit the Optionee to satisfy,
in whole or in part, any withholding tax obligation which may arise in
connection with the Option either by electing to have the Company withhold from
the shares to be issued upon exercise that number of shares, or by electing to
deliver to the Company already-owned shares, in either case having a Fair
Market Value equal to the amount necessary to satisfy the statutory minimum
withholding amount due.

13. The Companys Rights. The existence of this Option will not affect in
any way the right or power of the Company or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the Companys capital structure or its business, or any merger or
consolidation of the Company, or any issue of bonds, debentures, preferred or
other stocks with preference ahead of or convertible into, or otherwise
affecting the Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of the
Companys assets or business, or any other corporate act or proceeding, whether
of a similar character or otherwise.



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14. Optionee. Whenever the word Optioneeis used in any provision of
this Agreement under circumstances where the provision should logically be
construed, as determined by the Administrator, to apply to the estate, personal
representative or beneficiary to whom this Option may be transferred by will or
by the laws of descent and distribution, the word Optionee will be deemed to
include such person.

15. Nontransferability of Option. This Option is nontransferable
otherwise than by will or the laws of descent and distribution and during the
lifetime of the Optionee, the Option may be exercised only by the Optionee or,
during the period the Optionee is under a legal disability, by the Optionees
guardian or legal representative. Except as provided above, the Option may not
be assigned, transferred, pledged, hypothecated or disposed of in any way
(whether by operation of law or otherwise) and will not be subject to
execution, attachment or similar process.

16. Notices. All notices and other communications made or given pursuant
to this Agreement will be in writing and will be sufficiently made or given if
hand delivered or mailed by certified mail, addressed to the Optionee at the
address contained in the records of the Company, or addressed to the Company
for the attention of its Corporate Secretary at its principal office or, if the
receiving party consents in advance, transmitted and received via telecopy or
via such other electronic transmission mechanism as may be available to the
parties.

17. Effect of Administrators Decision. All actions taken and decisions
and determinations made by the Administrator on all matters relating to this
Agreement pursuant to the powers vested in it hereunder shall be in the
Administrators sole and absolute discretion and shall be conclusive and
binding on all parties concerned, including the Optionee, the Company, its
stockholders, director and officers, and their respective successors in
interest.

18. Entire Agreement. This Agreement contains the entire agreement
between the parties with respect to the stock option granted hereunder. Any
oral or written agreements, representations, warranties, written inducements,
or other communications made prior to the execution of this Agreement with
respect to the stock option granted hereunder will be void and ineffective for
all purposes.

19. Amendment. This Agreement may be amended from time to time by the
Administrator in its discretion; provided, however, that this Agreement may
not be modified in a manner that would have a materially adverse effect on the
Option as determined in the discretion of the Board of Directors, except as
provided in a written document signed by each of the parties hereto.

20. Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of Maryland, other than the conflict of
laws principles thereof.

23. Headings. The headings in this Agreement are for reference purposes
only and will not affect the meaning or interpretation of this Agreement.



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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officer as of the date first above written.

|    |  |                                                                        
|--- |  | -----------------------------------------------------------------------
|    |  | VISUAL NETWORKS, INC.                                                  
|   
|By: |  | /s/ Peter J. Minihane
Executive Vice President, Chief Financial Officer

The undersigned hereby acknowledges that he has carefully read this Agreement
and agrees to be bound by all of the provisions set forth herein.

| |                  
| | -----------------
| | OPTIONEE         
|
| | /s/ Elton King   
|
| | Date: May 3, 2001