**Amendment No. 1 to Services Agreement**     This Amendment No. 1 (“Amendment”) is made as of November 5, 2005 (“Effective Date”) by andamong MBT International, Inc., a New Jersey corporation (“MBT International”), Mahindra-BritishTelecom Ltd., a limited liability company organized in India with its principal place of businesslocated at ‘Sharda Centre’, Erandwane, Pune 411 004, Pune, India (“Vendor”), and Visual NetworksOperations, Inc., a Delaware corporation with its principal place of business located at 2092Gaither Road, Rockville, MD 20850, USA (“Visual”).     A. MBT International and Visual have entered into that certain Services Agreement dated as ofJuly 30, 2004 (“Agreement”).     B. MBT International and Visual hereby desire to amend the terms of the Agreement as set forthherein, including without limitation providing for the assignment of all of the rights andobligations of MBT International to Vendor.     Accordingly, the parties, intending to be legally bound, hereby agree as follows:     1. Definitions. Unless otherwise defined in this Amendment, capitalized terms shallhave the meanings ascribed to such terms in the Agreement.     2. Assignment from MBT International to Vendor.          2.1 Assignment. Effective as of the Effective Date, MBT International hereby assigns,transfers and sets over (collectively, the “Assignment”) to Vendor all of MBT International’sright, title, benefit, privileges and interest in, to and under the Agreement and all of MBTInternational’s burdens, obligations and liabilities in connection with and under the Agreement.Vendor hereby accepts the Assignment and assumes and agrees to observe and perform all of theduties, obligations, terms, provisions and covenants under, and to pay and discharge all of theliabilities arising under or in connection with the Agreement on and after the Effective Date.          2.2 Representation. MBT International and Vendor each represent to Visual Networksthat MBT International is a direct wholly owned subsidiary of Vendor. Concurrent with theexecution of this Amendment, MBT International and Vendor shall provide a certificate signed onbehalf of MBT International and Vendor by an officer of each such company to the effect of theforegoing representation.          2.3 Further Assurances. Each of the parties hereto covenants and undertakes, atVendor’s expense, to execute and deliver, at the request of the other party hereto, such furtherinstruments of transfer and assignment and to take such other action as such other party mayreasonably request to more effectively consummate the assignments and assumptions contemplated bythis Amendment.
 

 
     3. Amendment to Section 18.2.2. Section 18.2.2 of the Agreement is hereby deleted inits entirety and replaced with the following: 18.2.2 Subject to Section 18.3, each Party’s total liability to the other, whether incontract or in tort (including breach of warranty, negligence and strict liability intort) shall be limited to an amount equal to the total charges payable to Vendorpursuant to this Agreement for the twelve (12) months prior to the month in which theevent giving rise to such liability occurred.     4. Amendment to Section 19.3. Section 19.3 of the Agreement is hereby deleted in itsentirety and replaced with the following: 19.3 Governing Law; Consent to Jurisdiction. This Agreement and performanceunder it shall be governed by and construed in accordance with the laws of the State ofMaryland, USA, without regard to its choice of law principles. The parties herebyirrevocably consent to the non-exclusive jurisdiction of, and venue in, any federal orstate court of competent jurisdiction located in Maryland, USA for the purposes ofadjudicating any matter arising from or in connection with this Agreement.     5. Miscellaneous. Except as specifically amended herein, the Agreement shall remainin full force and effect as written. This Amendment shall be governed by and construed inaccordance with the laws of the State of Maryland, without giving effect to applicable principlesof conflicts of laws. This Amendment may be executed in counterparts, each of which shall be anoriginal but all of which together shall constitute one and the same instrument.     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of thedate set forth above.           MBT INTERNATIONAL, INC.   VISUAL NETWORKS, INC.             By: /s/ Patrick L. Murtha    By: /s/ Wayne Fuller   Name: Patrick L. Murtha   Name: Wayne Fuller  Title:   President   Title:   Executive Vice President             MAHINDRA-BRITISH        TELECOM LTD.                   By: /s/ Atanu Sarkar                   Name: Atanu Sarkar        Title:   Head – Legal Affairs        
-2-