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                                                                   EXHIBIT 10.52

                         THIRD AMENDMENT TO OFFICE LEASE

    THIS THIRD AMENDMENT TO OFFICE LEASE (the "Third Amendment"), dated May 27,
1999, is made by and between DOUGLAS EMMETT REALTY FUND 1997, a California
limited partnership ("Lessor"), with offices at 12121 Wilshire Boulevard, Suite
600, Los Angeles, California 90025, and 1-12 INTERACTIVE, INC., a Delaware
corporation, d/b/a Language Solution ("Lessee"), with offices at 15821 VENTURA
BOULEVARD, SUITE 675, Encino, California 91436.

WHEREAS,

        A. Encino Terrace Center (N'Encmo"), pursuant to the provisions of that
certain written Standard Office Lease - Gross, dated April 13, 1998, as amended
by the First Lease Amendment, dated August 14, 1998, leased to Lessee and Lessee
leased from Encino space in the property located at 15821 Ventura Boulevard,
Encino, California 91436 (the "Building"), commonly known as Suite 675 (the
"Original Premises"), as highlighted in yellow on Exhibit 2A, attached hereto
and made a part hereof by reference;

        B. On or about January 12, 1999, DOUGLAS EMMET REALTY FUND 1997, a
California limited partnership acquired all of Encino's interest, rights and
title in and to the real property and Building in which the Premises are
located, becoming successor-in-interest to Encino and Lessor under the Lease;

        C. Thereafter Lessor and Lessee entered into that certain Second
Amendment to Office Lease, which collectively with the documents contained in
Recital A hereinabove shall hereinafter be referred to as the "Lease," wherein
Tenant expanded the Premises pursuant to the provisions contained in said Second
Amendment;

        D. The provisions of said Second Amendment specify that Lessee's
expansion shall be effective the next business day after Lessor substantially
completes the Improvements for which Lessor was obligated, as conclusively
evidenced by Lessee taking possession of the Expansion Space;

        E. Lessee took possession of the Expansion Space on April 30, 1999.

NOW, THEREFORE, IN CONSIDERATION of the covenants and provisions contained
herein, and other good and valuable consideration, the sufficiency of which
lessor and Lessee hereby acknowledge, Lessor and Lessee agree:

1.  CONFIRMATION OF DEFINED TERMS. Unless modified herein, all terms previously
    defined and capitalized in the Lease sill hold the same meaning for the
    purposes of this Third Amendment.

2.  CONFIRMATION OF EFFECTIVE DATE. The Effective Date of Lessee's expansion is
    hereby confirmed to be May 1, 1999.

3.  CONFIRMATION OF EXTENSION OF TERM. The Extended Term is hereby confirmed to
    be from and including July 31, 2001, through and including midnight on April
    30, 2002

4.  ACCEPTANCE OF EXPANSION SPACE. Lessee acknowledges and agrees that Lessor
    has completed the Improvements for which Lessor was obligated under the
    Second Amendment to Lessee's satisfaction, and, as of the Effective Date,
    the Premises, as expanded by the Expansion Space, were in good order and
    repair.

5.  REVISION IN BASE RENT. Lessee acknowledges that, commencing the Effective
    Date, and continuing through January 31, 2000, Lessee shall pay Base Rent in
    the amount of $11,149.00 per month. Furthermore, die


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    provisions of Section 5 of the Second Amendment are deleted in their
    entirety, and replaced In lieu thereof with the following:

    Commencing February 1, 2000, and continuing through April 30, 2000, the Base
    Rent payable by Lessee shall increase from $11,749.00 per month to
    $11,959.00 per month; and

    Commencing May 1, 2000, and continuing through April 30, 2001, the Base Rent
    payable by Lessee shall increase from $11,959.00 per month to $12,104.70 per
    month; and

    Commencing May 1, 2001, and continuing throughout the remainder of the
    Extended Term, the Base Rent payable by Lessee shall increase from $12,104
    70 per month to $12,254.70 per month."

6.  EXTENSION OF GUARANTY OF LEASE. By their signatures hereinbelow, Tenant and
    Guarantor acknowledge and agree that, as a material consideration for
    Landlord entering into this Third Amendment, the provisions and covenants
    contained in that certain Guaranty of Lease, executed by Guarantor on March
    26, 1999 as a. portion of the Second Amendment (the "Guaranty"), shall
    extend to and include the provisions of this Third Amendment, as if the same
    had been originally incorporated into the Lease referenced in said Guaranty.

7.  WARRANTY OF AUTHORITY. If Lessor or Lessee signs as a corporation or a
    partnership, each of the persons executing this Third Amendment on behalf of
    Lessor or Lessee hereby covenants and warrants that the corporation
    executing hereinbelow is a duly authorized and existing entity that is
    qualified to do business in California; that the person(s) signing on behalf
    of either Lessor or Lessee have full right and authority to enter into this
    Third Amendment; and that each and every person signing on behalf of either
    Lessor or Lessee are authorized in writing to do so.

If either signatory hereto is a corporation, the person(s) executing on behalf
    of said entity shall affix the appropriate corporate seal to each area in
    the document where request therefor is noted, and the other party shall be
    entitled to conclusively presume that by doing so the entity for which said
    corporate seal has been affixed is attesting to and ratifying this Third
    Amendment.

8.  SUCCESSORS AND HEIRS. The provisions of this Third Amendment shall inure to
    the benefit of Lessor's and Lessee's respective successors, assigns, heirs
    and all persons claiming by, through or under them.

9.  CONFIDENTIALITY. Lessor and Lessee agree that the covenants and provisions
    of this shall not be divulged to anyone not directly involved in the
    management, administration, ownership, lending against, or subleasing of the
    Premises, other than Lessee's or Lessor's counsel-of-record or leasing or
    sub-leasing broker or record.

10. GOVERNING LAW. The provisions of this Third Amendment shall be governed by
    the laws of the State of California.

11. REAFFIRMATION. Lessor and Lessee acknowledge and agree that the Lease, as
    amended by the documents referred to in Recital A hereinabove, and as
    further amended herein, constitutes the entire agreement by and between
    Lessor and Lessee, and supersedes any and all other agreements written or
    oral between the parties hereto. Furthermore, except as modified herein, all
    other covenants and provisions of the Lease shall remain unmodified and in
    full force and effect.

IN WITNESS WHEREOF, Lessor and Lessee have duly executed this document as of the
day and year written below.


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<S>                                                <C>
LESSOR:                                            LESSEE:

DOUGLAS EMMETT REALTY FUND 1997,                   1-12 INTERACTIVE, INC., a Delaware corporation,
A California limited partnership                    d/b/a Language Solutions

By:   DOUGLAS, EMMETT & COMPANY, its agent         By: /s/ Andrea Freitag
                                                       --------------------------------------
                                                       Signer's Name: _______________________
By:   /s/ Kenneth Panzer                               [ ] President   [ ] Vice President or
    --------------------------------------             [ ] Chief Executive Officer
      Kenneth Panzer                                               (Check Title Above)

                                                                        AND

                                                   By: /s/ Peter Paul
                                                       --------------------------------------
Date: June 17, 1999
      ------------------------------------
                                                       Signer's Name: _______________________
                                                       [ ] Secretary   [ ] Treasurer or
                                                       [ ] Chief Financial Officer
                                                                    (Check Title Above)


                                                              AFFIX CORPORATE SEAL HERE

                                                   GUARANTOR:
                                                   By executing below,
                                                   Guarantor
                                                   acknowledges receipt
                                                   of the original
                                                   Lease, as amended.

                                                   /s/ Stan Lee
                                                   -------------------------------------------
                                                   Stan Lee, an individual

                                                   Date:  June 15, 1999
                                                         -------------------------------------
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