PATHWAYS GROUP INC
EXHIBIT 10.14
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>11
<FILENAME>ex-10_14.txt
<DESCRIPTION>EXHIBIT 10.14
<TEXT>


<PAGE>

                                                                   EXHIBIT 10.14

[Certain portions of this exhibit have been omitted based upon a request for
confidential treatment pursuant to Rule 24B-2 under the Securities Act of 1934.
Omitted portions:  Section 6.3.1. (in part); Section 6.3.2 (in part) and
Exhibit A (in total).  The omitted portion has been filed separately with the
Securities and Exchange Commission.]

                        AMENDMENT # 2 DATED JUNE 5, 2000
                     TO PATHWAYS MIDWAY-CASH CARD AGREEMENT
                             DATED JANUARY 27, 2000

THIS AMENDMENT #2 IS DATED EFFECTIVE JUNE 5, 2000, AMENDS THAT CERTAIN PATHWAYS
MIDWAY-CASH CARD SYSTEM AGREEMENT DATED JANUARY 27, 2000 AND AMENDMENT # 1 TO
SAID AGREEMENT (HEREINAFTER AGREEMENT) BETWEEN THE PATHWAYS GROUP, INC., A
DELAWARE CORPORATION (HEREINAFTER PATHWAYS) AND FUNTASTIC RIDES COMPANY, INC.,
AN OREGON CORPORATION (HEREINAFTER FUNTASTIC) FOR THE PURPOSES AND ON THE TERMS
AND
CONDITIONS HEREAFTER STATED.

                             ARTICLE I - AMENDMENTS.
SECTION 3.1 OF AGREEMENT.
      Section 3.1 of AGREEMENT is hereby amended to provide that the rental
      period shall be from June 5, 2000 through November 30, 2000 inclusive.
SECTION 3.3 OF AGREEMENT.
      Section 3.3 of AGREEMENT is hereby amended to provide that the rental
      items may be used in the States of Washington, Oregon and California.
      Funtastic shall advise Pathways in writing of the location of the rented
      items on a weekly basis. All transportation to and from such sites shall
      be the responsibility of FUNTASTIC without cost or expense to PATHWAYS,
      unless otherwise agreed in writing between the parties.
SECTION 4.1 OF AGREEMENT.
      Section 4.1 of AGREEMENT shall continue to provide that delivery by
      PATHWAYS of equipment and cards shall be made to:

                               FUNTASTIC TRAVELING SHOWS
                                3407 S.E. 108TH & POWELL
                                   PORTLAND, OR 97266
SECTION 4.2 OF AGREEMENT.
      Section 4.2 of AGREEMENT is hereby amended to provide that rental shall be
      due on the first day of each month during the agreement, except that the
      first rental payment shall become due June 5, 2000 or as soon thereafter
      as an invoice can be delivered to FUNTASTIC.

SECTIONS 6.1 AND 6.2 OF AGREEMENT
      Sections 6.1 and 6.2 are each hereby amended to provide that support and
      maintenance shall commence on June 5, 2000.
SECTION 6.3 OF AGREEMENT.
      Shall be amended by deletion of the entire current text and substituting
      in its place the following:
      6.3.1 Funtastic shall pay for support and maintenance services the sum of
            [Omitted based upon a request for confidential treatment pursuant to
            Rule 24B-2 under the Securities Act of 1934. The omitted portion has
            been filed separately with the Securities and Exchange Commission.]
            per transaction. Transaction is defined as any value subtracted from
            the electronic purse on a Smart Card and recorded in a Terminal for
            the purpose of payment for rides, games and/or food. It does not
            include adding value to a Smart Card.
      6.3.2 On the last day of each month, Funtastic shall obtain and compile
            the transaction data from all Smart Card terminals used by it in the
            Pathways Midway-Cash-Free Card System; and report each total per
            terminal to PATHWAYS. PATHWAYS shall receive and compile the
            transaction data, then multiply the total number of transactions
            reported by the rate of
<PAGE>

            [Omitted based upon a request for confidential treatment pursuant to
            Rule 24B-2 under the Securities Act of 1934. The omitted portion has
            been filed separately with the Securities and Exchange Commission.],
            and send an invoice for the total support and maintenance fee due
            for the time period during which the transaction data was gathered.
            Payment shall be due upon receipt of invoice.
EXHIBIT A OF AGREEMENT.
      A new Exhibit A is attached to this Amendment # 2, and is hereby
      incorporated into this Agreement by reference. It replaces the prior
      Exhibit A attached to the Agreement, and referenced in Amendment # 1.

                      ARTICLE II -ALL OTHER PROVISIONS.

All other provisions of AGREEMENT dated January 27, 2000, and Amendment #1,
dated February 14, 2000 between the parties shall remain the same.



Dated June 5, 2000.

   THE PATHWAYS GROUP, INC., and Its     Funtastic Rides Company Inc.,
   Subsidiaries and affiliates           and Its Subsidiaries and
                                         affiliates


By: /s/ William J. Boeck                 By: /s/ Ronald Burback
   ----------------------------------       ----------------------------
    William J. Boeck                            Ronald Burback
    Industry Manager                            Vice President
<PAGE>

                                    EXHIBIT A

                                Funstastic Terms

[Omitted based upon a request for confidential treatment pursuant to Rule 24B-2
under the Securities Act of 1934. The omitted portion has been filed separately
with the Securities and Exchange Commission.]

Support and Maintenance Fee

[Omitted based upon a request for confidential treatment pursuant to Rule 24B-2
under the Securities Act of 1934. The omitted portion has been filed separately
with the Securities and Exchange Commission.]


Dated June 5, 2000

The Pathways Group, Inc.                        Funtastic Rides Company,
Inc.


By:  /s/ William J. Boeck                       By: /s/ Ronald Burback
   ----------------------------                   ---------------------------
      William J. Boeck                          Ronald Burback
      Industry Manager                          Vice President
</TEXT>
</DOCUMENT>
