Exhibit 10.28

EMPLOYMENT AGREEMENT

THIS AGREEMENT is made this 3rd day of May, 2001, by and between VISUAL
NETWORKS, INC., a Delaware corporation (the Company), and ELTON KING, an
individual residing in the State of Georgia (Executive).

WHEREAS, the Company desires to retain the services of Executive as
President and Chief Executive Officer of the Company pursuant to the terms and
conditions set forth herein, and Executive desires to perform such services for
the Company.

NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and intending to be legally bound hereby, the Company and
Executive agree as follows:

1. Employment. The Company hereby employs Executive and Executive hereby
accepts employment by the Company for the term set forth herein and upon the
terms and conditions contained in this Agreement.

2. Office and Duties.



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|(a) Executive shall serve the Company as its President and Chief Executive
Officer and shall have such authority and such responsibilities as is
consistent with such position and as the Companys Board of Directors may
determine from time to time. Executive shall be elected to the Companys Board
of Directors in connection with his commencement of employment, without
additional compensation. Executives length of service on, or re-election to,
the Board of Directors is not guaranteed but is subject to applicable election
procedures of the Company.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(b) Throughout the term of this Agreement, except as provided in Section
2(c) below, Executive shall devote his entire working time, energy, skill, and
best efforts to the performance of his duties hereunder in a manner that will
faithfully and diligently further the business and interests of the Company.                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(c) Notwithstanding the provisions of Section 2(b) hereof, Executive may
engage in activities in connection with any charitable or civic activities,
personal investments, and/or serving as an executor, trustee or in other
similar fiduciary capacity; provided, however, that such activities do not
interfere with his performance of his responsibilities and obligations pursuant
to this Agreement.                                                                                                                                                              

3. Term. This Agreement shall be for a term of two (2) years, commencing
on June 18, 2001, unless sooner terminated as hereinafter provided. Unless
either party elects to terminate this Agreement at the end of the original or
any renewal term by giving the other party notice of such election at least
ninety (90) days before the expiration of the then current term, this Agreement
shall be deemed to have been





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renewed for an additional term of one (1) year commencing on the day after
the expiration of the then current term.

4. Compensation and Benefits.



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|(a) For all of the service rendered by Executive to the Company, Executive
shall receive an annual base salary of $400,000 (Four Hundred Thousand
Dollars), less all legal withholdings, payable in reasonable periodic
installments in accordance with the Companys regular payroll practices in
effect from time to time. Annual increases to base salary, if any, shall be
approved by the Compensation Committee of the Companys Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(b) In addition to Executives base salary, Executive will be entitled to
an annual performance-based bonus. The amount of said bonus will be governed
by the terms and conditions of the Annual Executive Bonus Plan approved by the
Board of Directors. Said bonus is not guaranteed and is contingent upon the
Executive and the Company achieving goals agreed upon by the Executive and the
Board of Directors as set forth in the Annual Executive Bonus Plan. For 2001,
the target bonus amount at plan will be $200,000 but is to be prorated for the
number of months during the year that Executive is an employee of the Company.
Additionally, the bonus plan for 2001 will be negotiated in good faith by
Executive and the Compensation Committee of the Board of Directors. The Company
from time to time may pay Executive other additional compensation as the
Compensation Committee of the Board of Directors of the Company may determine.                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(c) Upon signing this Employment Agreement and as set forth herein,
Executive will be granted an option to purchase 1 million shares of stock as an
inducement essential to entering into this Agreement. Executives option shall
be governed by the terms and conditions of the Nonstatutory Stock Option Grant
Agreement, attached hereto as Exhibit A which Executive shall execute
simultaneously with entering into this Employment Agreement with the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(d) The Company shall pay all reasonable moving expenses incurred by
Executive in connection with his employment with the Company and relocation to
the Rockville, Maryland area, including closing costs and real estate
commissions for the sale of Executives current residence located at 5950 Long
Island Drive, Atlanta, Georgia and purchase of his Rockville, Maryland
residence, provided Executive is employed by the Company at the time of the
particular closing for which he seeks reimbursement. The Company also will
reimburse Executive for up to six (6) months reasonable rent for an apartment
prior to his purchasing a home in the Rockville, Maryland area. Executive
agrees that, in the event he voluntarily resigns his employment with the
Company during the first 12 months of this Agreement (except for resignation
due to a material breach of this Agreement by the Company or due to a material
reduction in the responsibilities or reporting relationship of Executive, as
provided for in Paragraph 11 of the Agreement), he shall repay to the Company
within 30 days of his last date of employment a proportionate share off the
relocation expenses paid for by the Company. Such proportionate share shall be
equal to the

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
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|number of months remaining in the first year of this Agreement divided by
twelve and multiplied by the total amount of his relocation expenses paid for
by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(e) Throughout the term of this Agreement and as long as they are kept in
force by the Company, Executive shall be entitled to participate in and receive
the benefits of any health, life, or accident insurance plans or programs made
available to other similarly-situated Executives of the Company.                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(f) Executive shall be entitled to twenty-five (25) business days paid
leave in accordance with the Companys leave plan as in effect from time to
time, if any (for vacation, illness, personal, or otherwise) during each year
of the term of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(g) Executive shall be entitled to twenty (20) business days sabbatical
following the completion of each four (4) years of employment with the Company.
No portion of his sabbatical shall be earned until Executive completes four
years of employment, nor shall any unused portion of this sabbatical be paid to
Executive following termination of employment. This sabbatical must be taken
within a finite period of being earned, such period to be in accordance with
the Companys leave plan as in effect from time to time, if any, or if no such
policy is in effect, as shall be determined by the Board of Directors of the
Company.

5. Expenses. The Company will reimburse Executive for all reasonable
expenses incurred by Executive in connection with the performance of
Executives duties hereunder upon presentation of expense statements or
vouchers and such other supporting information as it may from time to time
request; provided that Executive complies with all applicable Company
procedures and practices relating to reimbursement of expenses in effect from
time to time. Executive agrees that all expenses must be submitted to the
Executive Vice President/Chief Financial Officer to be eligible for
reimbursement.

6. Incapacity.



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|(a) If Executive is unable to perform his duties hereunder due to partial
or total disability or incapacity resulting from a mental or physical illness
or any similar cause, a determination that will be made at the sole discretion
of the Board of Directors, Executive shall be considered Incapacitated. In
the event Executive shall become Incapacitated, the Company will continue the
payment of Executives base salary at its then current rate for a period equal
to the period of time that Executive continues to be Incapacitated; provided
that, in no event shall the Company be required to continue the payment of
Executives base salary for more than one hundred eighty (180) days following
the date Executive first becomes Incapacitated. Upon becoming Incapacitated,
Executive shall also be entitled to receive those benefits to which Executive
may be entitled as a result of Executives participation under a death or
disability plan as an Executive of the Company, if any.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(b) In the event Executive shall be Incapacitated for a period of more
than one hundred eighty (180) consecutive days or for a cumulative period of
more than                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
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|one hundred eighty (180) days during any twelve month period, Executive
shall be considered Permanently Incapacitated, and the Company shall have the
right to terminate Executives employment under this Agreement upon written
notice thereof to the Executive, in which event the Company shall have no
further liability or obligation to Executive for compensation or benefits
hereunder by reason of such termination. In the event that the Company does
not exercise such right of termination, the Company shall have no liability or
obligation to Executive for compensation or benefits hereunder during the
period of time that Executive is considered to be Long Term Incapacitated.

7. Death. If Executive dies, Executives employment under this Agreement
shall automatically terminate and all payments hereunder shall cease on the
date of Executives death, except for those payments which were due at such
time, including any unpaid salary, expense reimbursements, or bonuses that are
owed, and the Company shall have no further obligations or liabilities
hereunder to Executives estate or legal representative or otherwise, except
under any death or disability plan in which Executive is a participant as an
Executive of the Company, if any. Any bonus that otherwise would have been due
to Executive at year end shall be prorated up to the time of Executives death.

8. Termination of the Companys Business. If the Company discontinues its
business for any reason, the Company may terminate Executives employment under
this Agreement on thirty (30) days prior written notice, and in such event the
Company shall have no further obligations or liabilities hereunder.

9. Termination for Cause. The Company may terminate Executives
employment under this Agreement at any time for cause. For purposes of this
Agreement, cause shall be defined as:



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|(a) conviction in a court of law of any felony or crime involving
moral turpitude;                                                                                                                                                         
|                                                                                                                                                                                                                                           
|(b) material violation of written policies of the Company;                                                                                                                                                                                 
|                                                                                                                                                                                                                                           
|(b) violation of any reasonable direction 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;
|                                                                                                                                                                                                                                           
|(c) illegal acts (other than minor traffic violations), including
embezzlement or theft; or                                                                                                                                                
|                                                                                                                                                                                                                                           
|(d) breach by Executive of any provision of this Agreement, which breach
shall continue for a period of thirty (30) days after a written notice thereof
is given to Executive.                                                             

In the event Executive is terminated for cause, all liabilities or
obligations of the Company to Executive, including without limitation, base
salary, benefits, and bonuses, shall cease at the time of such termination,
subject to the terms of any applicable benefit or compensation plan or option
agreement then in force.

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10. Termination Without Cause.



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|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|(a) The Company may terminate Executives employment hereunder at any
time, for any reason, with or without cause, effective upon the date designated
by the Company upon not less than 45 days prior written notice to Executive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(b) In the event of a termination of Executives employment hereunder
pursuant to Section 10(a) hereof during the first six months of the Agreement,
Executive shall be entitled to receive all accrued but unpaid (as of the
effective date of such termination) base salary and bonuses, plus a liquidated
termination fee equal to Executives monthly salary times the number of months
remaining in the first twelve (12) months of the Agreement. All other
liabilities or obligations of the Company to Executive, including without
limitation, base salary, benefits and bonuses shall cease at the time of such
termination, subject to the terms of any benefit or compensation plan or option
agreement then in force and applicable to Executive. Except as specifically
set forth in this Section 10, the Company shall have no liability or obligation
hereunder by reason of such termination.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(c) In the event of a termination of Executives employment hereunder
pursuant to Section 10(a) hereof after the first six months of the Agreement,
Executive shall be entitled to receive all accrued but unpaid (as of the
effective date of such termination) base salary and bonuses, plus a liquidated
termination fee equal to base salary for the number of months remaining in this
agreement. All other liabilities or obligations of the Company to Executive,
including without limitation, base salary, benefits and bonuses shall cease at
the time of such termination, subject to the terms of any benefit or
compensation plan or option agreement then in force and applicable to
Executive. Except as specifically set forth in this Section 10, the Company
shall have no liability or obligation hereunder by reason of such termination.                                                 

11. Resignation. Executive may terminate the employment relationship at
any time for any reason by giving the Company written notice at least thirty
(30) days prior to the effective date of termination. Unless otherwise
provided herein, all compensation and benefits paid by the Company to Executive
shall cease upon his last day of employment; provided, however, that if
Executive terminates his employment due to a material breach of this Agreement
by the Company or due to a material reduction in the responsibilities or
reporting relationship of Executive, the Company will continue to pay
Executives base salary, bonus compensation, and medical benefits for the
greater of (i) the remaining term of the Agreement, or (ii) a period of six (6)
months from the effective date of termination, and Executives interest in any
stock options for which he has become eligible under the terms of the
applicable stock option agreement shall vest in accordance with the term of
that agreement.

12. Company Property. All computer software and documentation,
advertising, sales, manufacturers and other materials or articles of
information, or other proprietary information of the Company, including without
limitation, data processing reports, customer sales analyses, invoices, price
lists or information, samples, or any other materials or data of any kind
furnished to Executive by the Company or developed

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by Executive on behalf of the Company or at the Companys direction or for
the Companys use or otherwise in connection with Executives employment
hereunder, are and shall remain the property of the Company. If the Company
requests the return of such materials at any time during Executives
employment, Executive shall immediately deliver the same, and Executive shall
also deliver the same immediately upon termination of Executives employment
hereunder.

13. Noncompetition, Nonsolicitation, Trade Secrets, Etc. Executive agrees
to be bound by the Companys non-competition, non-solicitation and
non-disclosure agreement attached hereto as Exhibit B.

14. Executive further represents that he has fully disclosed to Bell South
the nature and extent of his employment with Visual Networks, as set forth in
this Agreement, and he agrees that on or before June 18, 2001, he shall obtain
from Bell South an express written agreement that it will not seek to enforce
any non-competition agreement or otherwise interfere with Executives
employment with the Company. In the event Executive is unable to obtain such
an agreement and present it to the Company on or before June 18, 2001, the
Company shall have no further obligations whatsoever under this Agreement.

15. ARBITRATION. THE PARTIES AGREE THAT ANY CONTROVERSY, CLAIM, OR
DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH THEREOF,
EXCEPT AS DISCUSSED HEREIN OR ARISING OUT OF OR RELATING TO THE EMPLOYMENT OF
EXECUTIVE, OR THE TERMINATION THEREOF, INCLUDING ANY STATUTORY OR COMMON LAW
CLAIMS UNDER FEDERAL, STATE, OR LOCAL LAW, INCLUDING ALL LAWS PROHIBITING
DISCRIMINATION IN THE WORKPLACE, SHALL BE RESOLVED BY ARBITRATION IN ROCKVILLE,
MARYLAND IN ACCORDANCE WITH THE EMPLOYMENT DISPUTE RESOLUTION RULES OF
JAMS/ENDISPUTE. THE PARTIES AGREE THAT ANY AWARD RENDERED BY THE ARBITRATOR
SHALL BE FINAL AND BINDING, AND THAT JUDGMENT UPON THE AWARD MAY BE ENTERED IN
ANY COURT HAVING JURISDICTION THEREOF. THE PARTIES FURTHER ACKNOWLEDGE AND
AGREE THAT, DUE TO THE NATURE OF THE CONFIDENTIAL INFORMATION, TRADE SECRETS,
AND INTELLECTUAL PROPERTY BELONGING TO THE COMPANY TO WHICH EXECUTIVE HAS OR
WILL BE GIVEN ACCESS, AND THE LIKELIHOOD OF SIGNIFICANT HARM THAT THE COMPANY
WOULD SUFFER IN THE EVENT THAT SUCH INFORMATION WAS DISCLOSED TO THIRD PARTIES,
NOTHING IN THIS SECTION SHALL PRECLUDE THE COMPANY FROM GOING TO COURT TO SEEK
INJUNCTIVE RELIEF TO PREVENT EXECUTIVE FROM VIOLATING THE OBLIGATIONS
ESTABLISHED IN PARAGRAPH 13.

16. Miscellaneous.



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|(a) Delay. Neither the failure nor any delay on the part of either party
to exercise any right, remedy, power, or privilege (collectively Right) under
this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any Right preclude any other or further exercise of the
same or of any other Right nor

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                             
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|shall any waiver of any Right with respect to any occurrence be construed
as a waiver of such Right with respect to any other occurrence. No waiver
shall be effective unless it is in writing and is signed by the party asserted
to have granted such waiver.                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(b) Controlling Law. This Agreement and all questions relating to its
validity, interpretation, performance, and enforcement (including, without
limitation, provisions concerning limitations of actions), shall be governed by
and construed in accordance with the laws of the State of Maryland,
notwithstanding any conflict-of-laws doctrines of such state or other
jurisdiction to the contrary, and without the aid of any canon, custom, or rule
of law requiring construction against the draftsman. The parties consent to
the exclusive jurisdiction of the federal and state courts located in Maryland.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (c) Notices. All notices, requests, demands, and other communications
required or permitted under this Agreement shall be in writing and shall be
deemed to have been duly given, made, and received only when personally
delivered or when deposited in the United States mails, first class postage
prepaid, addressed as set forth below:



| |                         
| | ------------------------
| | (i) If to the Executive:



| | Mr. Elton King
5950 Long Island Drive
Atlanta, GA 30328
| | -------------------------------------------------------



| |                        
| | -----------------------
| | (ii) If to the Company:



| | Visual Networks, Inc.
2092 Gaither Road
Rockville, Maryland 20850
Attention: Board of Directors
| | -----------------------------------------------------------------------------------------------



| |                
| | ---------------
| | With a copy to:



| | Vice President of Human Resources
Visual Networks, Inc.
2092 Gaither Road
Rockville, Maryland 20850
| | ---------------------------------------------------------------------------------------------------

Any party may alter the address to which communications or copies are to be
sent by giving notice of such change of address in conformity with the
provisions of this paragraph for the giving of notice.



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|(d) Binding Nature of Agreement. This Agreement shall be binding upon and
inure to the benefit of the Company and its successors and assigns and shall be
binding upon Executive, his heirs, and his legal representatives.

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|(e) Execution in Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original as
against any party whose signature appears thereon, and all of which shall
together constitute one and the same instrument. This Agreement shall become
binding when one or more counterparts hereof, individually or taken together,
shall bear the signatures of all of the parties reflected hereon as the
signatories. Any photocopy or facsimile of this Agreement, with all signatures
reproduced on one or more of its signature pages, shall be considered for all
purposes as if it were executed counterpart of this Agreement.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(f) Provisions Separable. The provisions of this Agreement are
independent of and separable from each other, and no provision shall be
affected or rendered invalid or unenforceable by virtue of the fact that for
any reason any other or others of the may be invalid or unenforceable in whole
or in part.                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(g) Entire Agreement. This Agreement contains the entire understanding
between the parties hereto with respect to the subject matter hereof, and
supersedes all prior and contemporaneous agreements and understandings,
inducements or conditions, express or implied, oral or written. The express
terms hereof control and supersede any course of performance and/or usage of
the trade inconsistent with any of the terms hereof. This Agreement may not be
modified or amended other than by an agreement in writing signed by the parties
hereto.                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(h) Section Heading. The section headings in this Agreement are for
convenience only; they form no part of this Agreement and shall not affect its
interpretation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(i) Gender, Etc. Words used herein, regardless of the number and gender
specifically used, shall be deemed and construed to include any other number,
singular or plural, and any other gender, masculine, feminine or neuter, as the
context indicates is appropriate.                                                                                                                                                                                                                                                                                                                                                                                                                 

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date first above written.

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

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