This paper describes the design and implementation of Optiprism, an agent-based network management system (NMS) providing configuration and fault management services for all-optical networks. Optiprism is designed to support (1) a scalable architecture consisting of a distributed hierarchy of software agents, or managers (2) the ability to alter the hierarchy as the network evolves by adding, removing or upgrading managers (3) reorganization of physical deployment for better responsiveness (4) an innovative browser agent providing scalable end-user interaction with the distributed NMS.