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                                                                   Exhibit 10.52

                                STATE OF NEW YORK
                       NEW YORK STATE DEPARTMENT OF LABOR
                               AMENDMENT NO. 2 TO
                       COMPTROLLER'S CONTRACT NO. C000857
                         WITH APPLIED THEORY CORPORATION

         THIS AGREEMENT is made this 5th day of October, 2001 by and between the
People of the State of New York, acting by and through Linda Angello, the
Commissioner of labor whose office is at the 5th Floor of Building 12. Governor
H. Averell Harriman State Office Building Campus. Albany. New York 12240
(hereinafter referred to as "Labor" or "State") and Applied Theory Corporation,
Inc., a corporation authorized to do business in the State of New York, with an
office at 224 Harrison Street Syracuse, N.Y. 13202 (hereinafter referred to as
"Applied theory" or "Contractor")

                              W I T N E S S E T H:

         WHEREAS, the parties entered into Comptroller's Contract No. C000857
(hereinafter "Contract") approved by the State Comptroller on November 30, 2000.
for the provision of Software development and maintenance. Web Hosting and Help
Desk services (hereinafter "Software Services"), and

         WHEREAS, the Contract provided for the Department to spend $19,000,000
for Software Services and to increase additional expenditures in an amount of up
to $82,000,000 over a term of five (5) years subject to the periodic extension
of funding (hereinafter "Contract Funding") from the United States Department of
Labor, and

         WHEREAS, Amendment No. 1 increased the Contract Funding $4,833,407 to
provide additional Software Services, and

         WHEREAS, the State has received a new grant from the United States
Department of Labor in an amount of $25,540,000 to continue procuring the
Software Services, and

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         WHEREAS, the State is desirous of amending the Contract to effectuate
an increase in the Contract Funding and to modify the licensing terms contained
in the Contract, and

         WHEREAS, AppliedTheory is ready, willing and able to enter into such an
amendment (hereinafter "Contract Amendment").

         NOW THEREFORE, in consideration of the mutual undertakings and
covenants herein contained the parties agree as follows:

         1.       The Contract Funding is hereby increased to permit the
                  Department to spend an additional $25,540,000 for Software
                  Services in accordance with the rates and terms contained in
                  the Contract and the Scope of Services, attached hereto and
                  hereby incorporated by reference.

         2.       The Contract shall be further modified by deleting section 12
                  of the Contract and Appendix D and replacing section 12 with
                  the following:

                  "12. PROPRIETARY RIGHTS

                  12.1     Definitions.

                  (a)      "Deliverables." Shall mean any items to be delivered
                  by AppliedTheory to the Department under this Agreement.

                  (b)      "Field of Agreement" The limited field of marketing
                  and licensing the Software to third parties for the purpose of
                  providing services relating to government-sponsored job
                  searches, including management of "welfare-to-work" programs,
                  collection of labor market information and tracking of
                  employers, job seekers and job training programs under federal
                  and state programs.

                  (c)      "Software" Shall mean the software AppliedTheory
                  provides to the Department including that provided under
                  previous agreements as more particularly described in Appendix
                  E hereto, which is hereby incorporated by reference, including
                  all modifications, enhancements and revisions to such software
                  made by or through either of the parties hereto.

                                     Page 2
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                  12.2     Ownership by the Department. All Software and
                  Deliverable developed by AppliedTheory under this Agreement
                  will be owned by the Department, will be considered, where
                  applicable, to be "works made for hire" as defined in the U.S.
                  Copyright Act, are hereby assigned to the Department;
                  provided, however, that in the event the Department shall fail
                  to make any of the payments required by this Agreement, such
                  assignment shall be null and void, and such Software,
                  Deliverable and the copyrights thereto will be automatically
                  reassigned to AppliedTheory. Each party agrees to execute all
                  papers and perform all other acts reasonably necessary to
                  assist the other to obtain and register copyrights and to
                  effectuate the intention of this Agreement. Notwithstanding
                  the foregoing, AppliedTheory will be free, at any time, to use
                  for any purpose any technical and business knowledge, skill,
                  expertise and processes of a generic nature acquired by
                  AppliedTheory in its performance under this Agreement.

                  12.3     Use of Residuals. AppliedTheory shall be free to use
                  Residuals for any purpose, including the use in development,
                  manufacture, marketing, and maintenance of its own products
                  and services. "Residuals" shall mean any intellectual property
                  contained therein or relating thereto (including the function,
                  structure, sequence, or organization thereof), which may be
                  retained in intangible form (i.e., not in written or other
                  documentary or electronic form) by AppliedTheory personnel,
                  as applicable, having had access to it.

                  12.4     Grant-Back License. AppliedTheory shall have the
                  right, and the Department hereby grants AppliedTheory a fully
                  paid, perpetual, irrevocable, transferable license, with the
                  right to sublicense, to use, modify, enhance, improve, market
                  and sublicense Components of the Software and Deliverables for
                  any purpose (other than providing services in the Field of
                  Agreement or enabling any other person or entity to provide
                  services in the Field of Agreement during the term of this
                  Agreement.) The preceding sentence shall not limit
                  AppliedTheory's right to use modify, enhance, improve, market
                  and sublicense Components of the Software and Deliverables
                  which come into the public domain other than through the fault
                  of AppliedTheory. For the purposes of this paragraph,
                  "Component" shall mean a software object (function, procedure,
                  etc.) that forms a constituent or basic building block of a
                  larger software program, that contains a number of lines of
                  programming that together perform one simple or elemental
                  function, that is not so complex that it might be considered a
                  program in and of itself (i.e. a search engine).

                                     Page 3

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                  12.5     Third-Party Software. To the extent that any software
                  owned by third parties ("Third-Party Software") is
                  incorporated in the Software or otherwise necessary for the
                  operation of the Software, the Department shall be responsible
                  for obtaining appropriate licenses for the use of such
                  software at its own cost and expense: provided, that with
                  respect to any Third-Party Software for which AppliedTheory
                  has the right to grant sublicenses. AppliedTheory hereby
                  grants to the Department the right to use such Third-Party
                  Software solely in connection with its use of the Software in
                  accordance with this Agreement and the Department shall pay to
                  AppliedTheory any fees payable in connection with such grant.

                  12.6     Deliverables. AppliedTheory will deliver to the
                  Department one copy of the Software in object code form, and
                  one copy of the Software in Source Code Form. For purposes
                  hereof, the term "Source Code Form" shall mean a
                  well-documented listing in printed form of the source code
                  (i.e. human intelligible version) of the Software, the related
                  instructions and compilers necessary for building that
                  software into object code and written materials sufficient to
                  permit a person skilled in the language of the source code to
                  follow and understand the theory and sequence of program
                  operation and to maintain and modify the program."

         3.       This Agreement shall be deemed executory only to the extent of
         money available to the Stale for the performance of the terms hereof
         and no liability on account thereof shall be incurred by the State of
         New York beyond moneys available for purpose thereof.

         4.       This Agreement shall be governed by the laws of the State of
         New York.

         5.       Appendix A. standard clauses for New York State contracts,
         attached hereto, is hereby expressly made a part of this Agreement as
         fully as if set forth at length herein.

         6.       In all respects not inconsistent with this Contract Amendment,
         the terms of the Contract as originally entered into shall remain in
         full force and effect and binding upon the parties hereto.

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         7.       This Contract Amendment and the Contract. constitute the
         entire Agreement between the parties hereto and no statement, promise,
         condition, understanding, inducement or representation, oral or
         written, expressed or implied, which is not contained herein shall be
         binding or valid and this Agreement shall not be changed, modified or
         altered in any manner except by an instrument in writing executed by
         both parties hereto.

         8.       This Contract Amendment shall not be deemed executed, valid or
         binding unless and until approved in writing by the Attorney General
         and the State Comptroller.

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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

                                            CONTRACT NUMBER C000857

                                            Agency Certification
                                            "In addition to the acceptance of
                                            this contract, I also certify that
                                            original copies of this signature
                                            page will be attached to all other
                                            exact copies of this contract."

APPLIED THEORY                              THE PEOPLE OF THE STATE
CORPORATION                                 OF NEW YORK

By: /s/ Angello Gencarelli III              By: /s/ Paul D. Danaher
   ----------------------------------           --------------------------------
NAME: Angello Gencarelli III                NAME: Paul D. Danaher
TITLE: Sr. VP & CFO                         TITLE: Principal Accountant (ES)
FEDERAL I.D. No.:161491203                         10/12/01

APPROVED AS TO FORM                         APPROVED
ELIOT SPITZER                               H. CARL MCCALL
ATTORNEY GENERAL                            STATE COMPTROLLER

                            CORPORATE ACKNOWLEDGEMENT

STATE OF NEW YORK             }

                              }SS:

COUNTY OF Onondaga            }

         On the 10th day of October in the year 2001 before me personally came
Angelo Gencarelli III to me known, who, being by me duly sworn did depose and
say the he resides at Liverpool, NY; that he is the SVP & CFO of the Applied
Theory Corporation, the corporation described in and which executed the above
instrument; and that he signed his/her name thereto by authority of the Board of
Directors of said corporation.

                                            /s/ Patricia J. Foster
                                            ------------------------------------
                                            Notary Public

OFFICE OF THE STATE COMPTROLLER
Approved 11/5/2001
Dept. of Audit & Control
NAME Illegible