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Employment Agreement - Frontier Software Development Inc. and Narendra Popat

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          Agreement dated June 1, 1994, by and between Frontier Software
Development, Inc., a Delaware corporation ("Frontier") and Narendra Popat, a
founder of Frontier ("Mr. Popat").

                           INTRODUCTION AND BACKGROUND

Mr. Popat is one of the founders of Frontier and in that capacity over the past
ten years has worked diligently, for long hours and for relatively low pay.

          As a result of Mr. Popat's efforts, in the past year Frontier has
begun to experience growth and income as its products have started to become
sought after in the marketplace.

          In recognition of Mr. Popat's efforts and desiring to continue to
retain Mr. Popat's services, the Board of Directors of Frontier has authorized
the granting of the benefits described in this Agreement.

          NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which is
acknowledged, the parties, intending to be legally bound, agree as follows:

          1.   TITLE AND DUTIES. Frontier hereby employs Mr. Popat to serve
               Frontier in the capacities of President and Chief Operating
               Officer. In accordance with such position Mr. Popat will have
               appropriate responsibilities, duties and authority for the
               management of Frontier, sufficient for the accomplishment of the
               goals set for him by the Board of Directors to whom he shall be
               responsible. Mr. Popat shall use his best efforts in directing
               the business of Frontier with the objective of providing maximum
               profit and return on invested capital; establishing current and
               long-range objectives, plans and policies subject to the approval
               of the Board, and representing Frontier with its major customers,
               the financial community and the public.

               The term of this Agreement will be for five (5) years commencing
               on June 1, 1994 and shall be automatically renewed for additional
               one-year periods thereafter unless either Frontier or Mr. Popat
               gives the other written notice of non-renewal at least twelve
               (12) months prior to the expiration of the original term or any
               renewal term hereof.

               Mr. Popat's salary and bonuses will be determined by the Board of
               Directors on an annual basis based on the condition and prospects
               of Frontier and the achievements of Mr. Popat. Mr. Popat will be
               eligible for annual merit increases in accordance with Frontier's
               compensation plan.


          2.   BONUS PLAN. Mr. Popat will participate in Frontier's executive
               incentive plan with a target level bonus of 40% and a maximum
               bonus of 50% of base salary as outline in Frontier's executive
               incentive plan as from time to time in effect.

          3.   BENEFITS. Frontier will provide Mr. Popat with and shall pay for
               $2,000,000 in life insurance. In addition Mr. Popat will be
               eligible for and receive all Frontier benefits, including but not
               limited to, disability insurance at no less than 100% of salary,
               eight (8) weeks of paid vacation, and Frontier's medical, dental
               and vision care plans providing for family coverage as from time
               to time in effect.

          4.   DEATH OF MR. POPAT. If Mr. Popat's employment terminates by
               reason of death, Frontier will have no severance obligations to
               Mr. Popat aside from the foregoing Frontier provided life
               insurance; provided, however, if the proceeds of such life
               insurance are not available to Mr. Popat's beneficiaries for any
               reason, then Frontier will pay such beneficiaries an amount which
               is equivalent to Mr. Popat's Severance Pay (as defined below) as
               if Mr. Popat were terminated without Due Cause.

          5.   DISABILITY. If Mr. Popat's employment terminates because Mr.
               Popat is Disabled, then Frontier will pay Mr. Popat an amount
               equal to (a) his base salary minus (b) any payments he actually
               receives under the disability policy provided for him by
               Frontier. This amount will be paid monthly until he is no longer
               Disabled. In addition during such period Frontier will provide
               Mr. Popat with all benefits in effect prior to his termination.
               As used herein the terms "Disabled" and "Disability" shall have
               the meanings set forth in the disability income insurance policy
               provided for Mr. Popat by Frontier.

          6.   TERMINATION WITHOUT DUE CAUSE. In the event that Mr. Popat is
               terminated by Frontier without Due Cause, as defined herein,
               Frontier's sole liability to Mr. Popat will be to pay the amounts
               set forth in this Section. Specifically Frontier will pay Mr.
               Popat Severance Pay for a period of three (3) years as follows:
               (a) for the first twelve (12) month period following such
               termination an amount equal to the greater of (i) $175,000 and
               (ii) Mr. Popat's base salary as of the date of termination, and
               (b) for each subsequent period of twelve (12) months an amount
               equal to 120% of the amount of Mr. Popat's Severance Pay for the
               immediately preceding twelve (12) months. Payments of Severance
               Pay will be made at such time as Frontier makes its normal
               payroll payments. Notwithstanding the foregoing, Mr. Popat's
               Severance Pay will be discontinued if Mr. Popat secures
               comparable alternative employment as to position and pay. During
               the period in which Frontier is required to make payments of
               Severance Pay to Mr. Popat Frontier will continue to provide to
               Mr. Popat all benefits, reimbursement of expenses for his company
               car, reimbursement for full out-placement assistance by a
               counselor of Mr. Popat's choice up to a maximum of $25,000
               reimbursement, and reimbursement for 


               reasonable travel and expenses (to the extent not reimbursed by 
               others) connected with Mr. Popat's efforts to seek comparable 

          7.   TERMINATION FOR DUE CAUSE. In the event that Mr. Popat is
               terminated for Due Cause he will not be entitled to any severance
               payment and Frontier will have all of the rights and remedies
               available to it at law and in equity.

               "Due Cause", as used herein, shall mean that (a) Mr. Popat has
               committed a willful, serious act, such as embezzlement, against
               Frontier intending to enrich himself at the expense of Frontier
               or, (e) the conviction of Mr. Popat of a felonious crime, but not
               a misdemeanor, involving moral turpitude. For purposes of this
               paragraph, no act, or failure to act, on Mr. Popat's part shall
               be considered "willful" unless done, or omitted to be done, by
               Mr. Popat, not in good faith and without reasonable belief that
               Mr. Popat's action or omission was in the best interest of

               Notwithstanding the foregoing, Mr. Popat shall not be deemed to
               have been terminated for Due Cause unless and until there shall
               have been delivered to him a copy of a resolution duly adopted by
               the unanimous affirmative vote of all of the members of the Board
               of Directors (exclusive of Mr. Popat) at a meeting of the Board
               called and held for the purpose (after reasonable notice to Mr.
               Popat and an opportunity for Mr. Popat, together with his
               counsel, to be heard before the Board) finding that in the good
               faith opinion of the Board Mr. Popat was guilty of conduct set
               forth above and specifying the particulars thereof in detail.

          8.   TERMINATION BY MR. POPAT FOR GOOD REASON. If in anticipation of
               or following a Change in Control of Frontier, or following an
               investment of at least $1,000,000 by investors in Frontier or
               following an initial public offering of Frontier's stock, Mr.
               Popat terminates his employment for Good Reason he shall be paid
               the Severance Pay described above. As used herein the term
               "Change in Control" shall mean any event as a result of which the
               stockholders of Frontier immediately prior to such Change in
               Control would not immediately after such Change in Control
               beneficially own voting securities representing in the aggregate
               more than 50% of the combined voting power of the voting
               securities of the surviving entity, or the members of the Board
               of Directors of Frontier immediately prior to the Change in
               Control would not immediately after the change in Control
               constitute a majority of the Board of Directors of the subsequent
               corporation or entity. As used herein the term "Good Reason"
               shall mean:

               (a)  Without Mr. Popat's express written consent, the assignment
                    to Mr. Popat of any duties inconsistent with his positions,
                    duties, responsibilities and status with frontier
                    immediately prior to a Change in Control, as defined above,
                    or a change in his reporting responsibilities, title or
                    offices as in effect 


                    immediately prior to a Change in Control, or a reduction in
                    job responsibilities or authority to a position subordinate
                    to that provided for in this Agreement or any removal of Mr.
                    Popat from or any failure to re-elect him to any of such 
                    positions, except in connection with the termination of his 
                    employment for Due Cause, disability or retirement or as a 
                    result of his death or by Mr. Popat other than for Good 

               (b)  A reduction in Mr. Popat's base salary or benefits or a
                    breach of Frontier's obligations undertaken in this

          9.   COMPANY CAR. Frontier will provide Mr. Popat with or will
               reimburse Mr. Popat for the cost of leasing a company car or make
               and model comparable to that provided to senior executives of
               companies in the computer hardware or software industries.
               Frontier will reimburse Mr. Popat for all operating expenses,
               maintenance and fees, including automobile insurance. In the
               event Mr. Popat's employment is terminated Frontier will at its
               expense purchase and transfer to Mr. Popat title to such company

          10.  Frontier shall require any successor to all or substantially all
               of the business or assets of Frontier to assume and agree to
               perform this agreement in the same manner and to the same extent
               that Frontier would be required to perform it if no such
               succession had taken place.

          11.  The laws of the Commonwealth of Massachusetts shall apply to the
               construction, interpretation and enforcement of this Agreement.


By:  /s/ Anil Singhal                             /s/ Narendra Popat
    -------------------------------              -------------------------------
      Title: Chairman                            Narendra Popat


AMENDMENT NO. 1 TO AGREEMENT RELATING TO EMPLOYMENT AMENDMENT, dated January 14, 1999 by and between NetScout Systems, Inc., a Delaware corporation ("NetScout"), and Narendra Popat, a founder of NetScout ("Mr. Popat"). WHEREAS, the Company and Mr. Popat entered into an Agreement Relating to Employment dated as of June 1, 1994 (the "Employment Agreement"); WHEREAS, the parties desire to amend the Employment Agreement to add provisions with respect to Mr. Popat's compensation; NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree to amend the Employment Agreement as follows: 1. That Section 2 be amended by deleting it in its entirety and replacing it with the following: "BASE SALARY AND BONUS. During the term of this Agreement, the Company shall pay Mr. Popat a base salary at an annual rate of at least $250,000 and a year-end, non-discretionary bonus of at least $250,000. The base salary shall be payable in installments in accordance with the Company's regular practices, as such practices may be modified from time to time. 2. This Amendment shall be governed by the laws of the Commonwealth of Massachusetts and shall be binding upon the heirs, personal representatives, executors, administrators, successors and assigns of the parties. 3. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] <PAGE> IN WITNESS WHEREOF, this Amendment has been executed as of the date and year first above written. NETSCOUT SYSTEMS, INC. By: /s/ Anil Singhal ------------------------------- Anil Singhal Chief Executive Officer /s/ Narendra Popat ------------------------------- Narendra Popat 2