VISUAL NETWORKS INC
AMENDMENT
<DOCUMENT>
<TYPE>EX-10.5.3
<SEQUENCE>3
<FILENAME>d52615_ex10-53.txt
<DESCRIPTION>AMENDMENT
<TEXT>
                                                                  Exhibit 10.5.3

                                    Amendment

      This Amendment is effective as of the signature date of the second party
to sign (the "Effective Date"), and amends the Agreement made as of July 25,
2002 (the "Agreement") by and between Visual Networks of Texas, L.P. ("Systems
Provider") and MCI WorldCom Network Services, Inc., for itself and its
Affiliates (collectively, "MCI"). Capitalized terms used but not defined in this
Amendment have the meanings assigned to them in the Agreement.

The parties hereby agree as follows:

1. With respect to Products ordered by MCI after the Effective Date, Paragraph
number 3 of the Agreement is deleted in its entirety and replaced with the
following:

      "Payment in full for all Products delivered by Systems Provider pursuant
      to this Agreement, as amended, must be received by Systems Provider within
      thirty (30) calendar days after the Product delivery date. MCI shall be
      entitled to take an additional discount of 2 percent (2%) off of the total
      amount of Systems Provider's invoice for invoices paid in full within
      fifteen (15) calendar days after Product delivery date. If Systems
      Provider does not receive payment when due under this Agreement, as
      amended, Systems Provider shall have no obligation to ship additional
      Products."

2. Paragraph 6 of the Agreement is hereby deleted in its entirety.

3. Unless explicitly modified herein, all terms and conditions of the Agreement
remain in full force and effect.

4. The parties agree that for all purposes of the Agreement and the
Reseller/Integrator Agreement referred to therein, the corporate name "MCI
WorldCom Network Services, Inc." shall be substituted for "MCI
Telecommunications Corporation" under which MCI was formerly doing business.

      Therefore, the parties have caused this Amendment to be executed by their
duly authorized representatives.

VISUAL NETWORKS                          MCI WORLDCOM NETWORK
OF TEXAS, L.P.                           SERVICES, INC.


By: /s/ JEFFERSON D. NORTON              By: /S/ B.R. BAGBY
    -----------------------------------      -----------------------------------

Name: JEFFERSON D. NORTON                Name: B.R. BAGBY
      ---------------------------------        ---------------------------------

Title: ASSOCIATE GENERAL COUNSEL         Title: DIRECTOR
       --------------------------------         --------------------------------

Date: AUGUST 28, 2002                    Date: 8/28/02
      ---------------------------------        ---------------------------------


</TEXT>
</DOCUMENT>
